ChainClose
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Pre-launch terms for the ChainClose finance-operations software and separately agreed professional or partner-enabled services.
Draft v0.3 · reserved operator name and proposed schedules for counsel review
ChainClose is the product name. The proposed contracting operator is Chainclose (Pty) Ltd, a South African private company name reserved pending incorporation. Its company registration number, tax and VAT status must be inserted from the issued records before any binding offer or public signup.
The proposed registered, physical and service address is 20 Mirage Drive, Helderkruin, Johannesburg, 1724, South Africa. This address is provisional until it appears on the incorporation and registered-office records. Privacy and PAIA correspondence is designated for privacy@chainclose.co.za, but that mailbox must pass monitored inbound-delivery qualification before these terms become operative.
A customer accepts the final terms through an authorised representative when signing an order, accepting an online agreement or using an enabled production service. This draft is informational and is not an offer.
The customer must appoint authorised users, keep authentication factors secure, maintain accurate entity/source ownership and remove access promptly. ChainClose may rely on instructions that pass configured identity, role and approval controls, subject to fraud and security safeguards.
ChainClose provides software calculations, workflows and evidence. It does not provide investment, legal, tax or accounting advice; issue an audit opinion; hold client assets or private keys; or present itself as an authorised CASP/FSP.
If Settle is enabled, a named authorised partner performs regulated execution/settlement under disclosed terms and controls. ChainClose may orchestrate the customer's persisted intent, approvals, statuses and reconciliation but does not become custodian or principal.
Source evidence and released records are designed to remain immutable. Corrections create linked new versions. The customer must review coverage, exceptions, classifications and outputs and must not treat an incomplete or draft state as a released conclusion.
The order will identify subscription, entity/source/transaction allowances, once-off services, usage, taxes and payment terms. Specialist data, professional services and partner fee/spread remain separately disclosed. No partner remuneration or ranking will be hidden.
The applicable order incorporates the published support and service-level schedule unless it states a negotiated replacement. Maintenance, provider outages, chain/indexer conditions and force-majeure events may affect availability. A provider failure cannot be presented as a successful command, and unavailable ML or data suggestions cannot silently change locked deterministic numbers.
The customer retains its data and records. The operator retains the software, documentation and generic methods. Customer-specific confidential data may not be used to train a general model without a separate lawful, explicit agreement. Feedback may be used without disclosing customer confidential information.
Each party must protect the other's confidential information and use it only for the agreed service, legal compliance and security. Personal-information processing is further governed by the final privacy notice and, where the customer is responsible party and ChainClose is operator, an operator/data-processing agreement.
Access may be restricted for security, unlawful use, material breach or non-payment under the final cure rules. Monthly subscriptions may be stopped for future renewal at any time; once-off services and annual business orders follow their stated completion or committed term, always subject to applicable ECTA, CPA and non-excludable rights. On termination, the customer can obtain the supported portable export. Credential access is revoked promptly; financial-record retention and deletion follow purpose, instruction, law and the published retention schedule.
The draft agreement warrants authority, reasonable skill and care and material conformity with the agreed documentation. It provides re-performance and, if an uncured material failure remains, termination of the affected service with a pro-rata refund, without limiting non-excludable rights.
The proposed general liability cap is the fees paid or payable for the affected service during the preceding twelve months, with a separately negotiated insurance-linked super-cap for confidentiality, data-protection and indemnity exposure. Fraud, wilful misconduct, death or personal injury caused by negligence, payment obligations and liability that law prohibits limiting are carved out. The amount, exclusions and CPA treatment require counsel and insurer approval.
South African law applies, subject to mandatory law. The draft ladder uses written executive escalation, good-faith resolution, confidential mediation and a counsel-approved Johannesburg arbitration forum, while preserving urgent relief and non-excludable regulator, ombud and court routes.
Legal notices to ChainClose will go to the verified service address and notice route stated above once incorporation and monitored receipt are qualified. Operational notices may go to the account administrator. Material online-term changes carry an effective date, change summary and reasonable notice; renewed consent is required where law or the nature of the change requires it.
The order or statement of work identifies scope, customer dependencies, acceptance evidence, dates and change control. Dates reasonably move when required customer data, access, testing, approval or a provider dependency is late or defective; both parties must mitigate.
Connected exchanges, chains, banks, ERPs, identity, data and partner systems remain independent services. ChainClose records known provider failure accurately and uses governed retry/recovery, but does not warrant a third party or present a failed command as successful.
The operator's draft intellectual-property indemnity covers a third-party claim that the unmodified service, properly used, infringes South African rights, subject to defence controls and standard exclusions. The customer's draft indemnity covers unlawful customer data, lack of source/client authority, prohibited instructions and acceptable-use breaches.
An indemnified party must give prompt notice, reasonable cooperation and control of defence. No settlement may admit fault or impose a non-monetary obligation without consent. Counsel must approve the final scope and consumer-law treatment.
Restriction must be proportionate to an active security, legal, sanctions, tenancy, material-breach or overdue-undisputed-fee risk. Urgent action may be immediate, but evidence is preserved, the general basis is explained when lawful, a review route is available and access is restored when the cause is resolved.
Ordinary exit provides a time-bounded portable export of evidence indexes, canonical records, policies, classifications, ledger, reconciliations, reports and approvals. Secrets are excluded and revoked promptly. Lawfully retained and released records remain protected and linked to their versions.
The complete draft includes assignment, independent-contractor status, subcontracting responsibility, force majeure with mitigation and long-stop termination, severability, waiver, survival, counterparts, electronic signature, language, order precedence and entire-agreement clauses.
External references used for the factual and regulatory context on this page.