Cleverly Terms and Conditions

For purposes of these Terms:

• "Account" means an account created to access or use the Services.
• "Authorised User" means an individual authorised by a Customer to access and use the Services under the Customer's subscription.
• "Customer" means the school, university, college, educational institution, business or other organisation that subscribes to or uses the Services.
• "Customer Data" means information, documents, assessment materials, learner submissions, scripts, rubrics, marking memoranda, student information and other data submitted to Cleverly by or on behalf of a Customer or its Authorised Users.
• "AI Services" means artificial intelligence and machine-learning functionality provided as part of the Services, including automated or AI-assisted grading, classification, analysis, extraction, recommendations and related functionality.
• "Subscription" means the applicable paid or free subscription, plan or service arrangement under which a Customer accesses the Services.
• "Website" means https://cleverly.co.za and any associated Cleverly websites or domains.

Cleverly provides software and AI-assisted tools designed to help educational institutions manage and streamline assessment and grading workflows.

The Services may include functionality such as:

• assessment and examination management;
• rubric and marking-memorandum processing;
• AI-assisted grading;
• analysis of typed and handwritten submissions;
• evidence and rationale generation;
• moderation workflows;
• confidence indicators;
• marker comparison;
• reporting and analytics;
• audit trails and grading records; and
• other functionality introduced by Cleverly from time to time.

Cleverly is a technology provider. The Services are intended to assist educators and institutions and do not replace the professional judgement, responsibility or oversight of teachers, lecturers, moderators, administrators or other appropriately authorised personnel.

You may use the Services only if:

• you are legally capable of entering into a binding agreement;
• you are authorised to use the Services on behalf of your organisation, where applicable;
• the information provided when creating an Account is accurate and complete; and
• your use of the Services complies with all applicable laws and regulations.

If you are using Cleverly on behalf of a school, university, college or other organisation, you represent that you have authority to bind that organisation to these Terms.

Certain features require an Account.

You are responsible for:

• maintaining the confidentiality of your login credentials;
• ensuring that your Account information remains accurate;
• restricting access to your Account to authorised persons;
• maintaining appropriate security over devices used to access Cleverly; and
• all activity occurring through your Account, except to the extent caused by Cleverly's breach of its obligations.

You must notify Cleverly promptly if you believe that your Account has been compromised or accessed without authorisation.

Cleverly may suspend or restrict an Account where reasonably necessary to protect the Services, Customers, users, data or systems, including where we reasonably suspect fraud, abuse, security threats or a material breach of these Terms.

You agree not to use the Services:

• for any unlawful, fraudulent or malicious purpose;
• to violate the rights of another person or organisation;
• to upload malicious software, viruses or harmful code;
• to attempt to gain unauthorised access to Cleverly or another user's Account;
• to interfere with or disrupt the operation of the Services;
• to reverse engineer, decompile or attempt to extract the source code of the Services, except where expressly permitted by applicable law;
• to circumvent security, usage or access controls;
• to scrape, copy or systematically extract information from the Services;
• to resell or commercially exploit the Services except under a written agreement with Cleverly;
• to use the Services to develop a competing product by systematically copying or replicating Cleverly's functionality;
• to upload content that you do not have the right or authority to upload;
• to upload personal information without an appropriate lawful basis or required authorisation; or
• to use AI-generated grading or recommendations as the sole basis for a consequential educational decision without appropriate human review.

Cleverly uses artificial intelligence and machine-learning technologies to provide certain features.

AI-generated results may contain errors, omissions, inaccuracies, misinterpretations or inconsistencies.

Accordingly:

• AI-generated grades are recommendations or assistance tools unless expressly stated otherwise in a written agreement;
• educators and authorised institutional personnel remain responsible for reviewing and approving grades;
• Customers are responsible for ensuring that grading decisions comply with their own academic policies and applicable requirements;
• Cleverly does not guarantee that every AI-generated grade, score, explanation, classification or recommendation will be correct; and
• Customers should use appropriate human review and moderation processes before finalising consequential assessment outcomes.

Cleverly's confidence indicators, evidence links, rationales and other AI outputs are intended to assist review and should not be interpreted as a guarantee of correctness.

The Customer retains ownership of Customer Data.

Subject to these Terms and any applicable agreement between Cleverly and the Customer, the Customer grants Cleverly a limited, non-exclusive right to process Customer Data solely as reasonably necessary to:

• provide the Services;
• process and analyse submissions;
• provide AI-assisted functionality;
• maintain and secure the platform;
• provide customer support;
• prevent fraud and abuse;
• troubleshoot and improve the Services;
• comply with legal obligations; and
• perform other functions expressly authorised by the Customer.

Cleverly will not sell Customer Data to third parties.

Cleverly may use aggregated, anonymised or de-identified information for legitimate business purposes, including service improvement, analytics, benchmarking and development, provided that such information does not reasonably identify an individual or Customer.

Cleverly takes privacy and data protection seriously.

Where Cleverly processes personal information, the parties will comply with applicable data protection laws, including the Protection of Personal Information Act 4 of 2013 ("POPIA"), where applicable.

Depending on the circumstances:

• the Customer may act as the responsible party;
• Cleverly may act as an operator or service provider processing personal information on the Customer's behalf; and
• Cleverly may process limited personal information for its own legitimate operational purposes as described in its Privacy Policy.

Customers are responsible for ensuring that they have the necessary authority, notices, consents or other lawful basis required to submit personal information to Cleverly.

Customers should avoid uploading unnecessary personal information.

Where appropriate, Cleverly may enter into a separate Data Processing Agreement with a Customer. If there is a conflict between these Terms and a separately executed Data Processing Agreement concerning the processing of personal information, the Data Processing Agreement will prevail to the extent of the conflict.

For further information, please refer to Cleverly's Privacy Policy and Data Retention Policy.

Customers may use Cleverly to process educational assessment information relating to learners or students.

Customers are responsible for:

• determining what information is appropriate to upload;
• ensuring that processing is lawful;
• implementing appropriate access controls;
• ensuring that only authorised personnel can access learner information;
• complying with applicable education, privacy and record-keeping requirements; and
• ensuring appropriate human oversight of consequential educational decisions.

Cleverly does not independently determine a learner's academic status, progression, admission, exclusion or other educational outcome.

All intellectual property rights in and to the Services, including:

• software;
• source code;
• object code;
• platform architecture;
• designs;
• interfaces;
• trademarks;
• logos;
• documentation;
• workflows;
• databases;
• algorithms;
• AI systems;
• models;
• methodologies; and
• other proprietary materials

are owned by or licensed to Cleverly and are protected by applicable intellectual property laws.

Except as expressly permitted under these Terms, you may not copy, modify, distribute, sell, lease, sublicense, reproduce or commercially exploit any part of the Services.

Nothing in these Terms transfers ownership of Cleverly's intellectual property to you.

The Customer retains ownership of Customer Data and other content uploaded to Cleverly.

The Customer represents and warrants that it has all rights, permissions and lawful authority necessary for Cleverly to process that content in accordance with these Terms.

The Customer is responsible for the accuracy, legality and appropriateness of Customer Data.

Cleverly is not responsible for determining whether Customer Data has been lawfully obtained or whether a Customer has the necessary rights to upload it.

If you provide suggestions, recommendations, ideas, feedback or other comments regarding Cleverly, you grant Cleverly the right to use that feedback without restriction or compensation, provided that Cleverly does not disclose confidential Customer information in doing so.

Cleverly may integrate with or rely upon third-party services, infrastructure providers, payment processors, cloud providers, AI providers, authentication services, analytics providers or other third parties.

Third-party services may have their own terms and privacy policies.

Cleverly is not responsible for third-party services to the extent that an issue is caused by the third party and is outside Cleverly's reasonable control.

Cleverly will use reasonable efforts to maintain the availability and reliability of the Services.

However, the Services may occasionally be unavailable due to:

• maintenance;
• upgrades;
• technical failures;
• security incidents;
• internet or telecommunications failures;
• third-party service failures;
• force majeure events; or
• circumstances outside Cleverly's reasonable control.

Cleverly may modify, improve, replace or discontinue features from time to time.

Where reasonably practicable, Cleverly will provide notice of material changes or discontinuation of material functionality.

Certain Cleverly functionality may be offered as beta, pilot, preview or early-access functionality.

Such functionality may:

• contain errors;
• change significantly;
• have limited availability;
• perform differently from production functionality; or
• be discontinued without notice where reasonably necessary.

Unless otherwise agreed in writing, beta and early-access features are provided for evaluation purposes.

Cleverly may invite educators to participate in its Educator Tester Programme (the "Tester Programme"). Participation is subject to approval by Cleverly and may be limited or withdrawn at Cleverly's discretion.

Approved Testers may receive complimentary access to the Cleverly Pro plan, currently valued at R499 per month, for the duration of their participation in the Tester Programme.

The complimentary Pro access is provided for testing and feedback purposes and does not create a permanent entitlement to the Pro plan. Cleverly may change, suspend or end the Tester Programme, including complimentary access, by providing reasonable notice where practicable.

As a condition of participating in the Tester Programme, Testers agree to make reasonable efforts to:

• use Cleverly to mark real or representative tests, essays, assignments or examinations and compare Cleverly's results with their own marking;
• provide previous years' student-written tests, assignments or other assessment submissions together with the applicable marking memoranda or rubrics, where the Tester has the lawful authority to provide them;
• participate in occasional feedback sessions, interviews, surveys or product discussions with the Cleverly team;
• provide honest and constructive feedback about accuracy, usability, reliability and other aspects of the Services; and
• suggest features, tools or improvements that may be useful to educators.

Testers are not required to provide any specific number of assessments or guarantee any particular level of usage unless separately agreed in writing.

Testers must only upload student submissions, memoranda, rubrics or other assessment materials where they have the necessary rights, permissions and lawful authority to do so.

Testers must take reasonable steps to avoid providing unnecessary personal information. Where practical, Testers should remove or minimise information that is not necessary for the testing purpose.

Customer Data and personal information submitted by Testers remains subject to these Terms, Cleverly's Privacy Policy, applicable data protection requirements and any applicable Data Processing Agreement.

Feedback provided through the Tester Programme may be used by Cleverly to evaluate, improve, develop and test the Services.

Unless separately agreed, Cleverly may use feedback, suggestions, feature requests, usability observations and other non-confidential feedback without compensation to the Tester.

Cleverly will not publicly identify a Tester or disclose confidential information supplied by a Tester as part of the Tester Programme without appropriate permission, unless disclosure is required by law.

Testers may receive access to unreleased features, product functionality, product roadmaps, technical information or other non-public information.

Testers agree to keep such information confidential and not to disclose, publish, reproduce or share it with third parties without Cleverly's prior written permission, unless disclosure is required by law.

Testers must not use confidential information to develop or assist in developing a competing product.

The Tester Programme is intended to help Cleverly evaluate and improve AI-assisted grading in real-world educational settings. Testers acknowledge that AI-generated grades and related outputs may be inaccurate and must be reviewed by the appropriate educator or authorised personnel before being relied upon for academic decisions.

Participation in the Tester Programme does not make Cleverly responsible for any academic, disciplinary, administrative or other decision made by a Tester or educational institution based on Cleverly's outputs.

Either the Tester or Cleverly may end participation in the Tester Programme at any time, subject to any applicable written agreement.

On termination, complimentary Pro access may be removed and the Account may revert to the applicable free plan or require a paid Subscription for continued use of paid features.

Termination does not affect provisions that by their nature should continue, including confidentiality, intellectual property, data protection, liability and dispute provisions.

Certain Services require payment of subscription fees.

Applicable pricing, billing frequency, usage limits and included functionality will be communicated during signup, quotation, purchase or onboarding.

Unless otherwise stated:

• fees are payable in accordance with the selected Subscription;
• fees are exclusive of applicable taxes unless expressly stated otherwise;
• Customers are responsible for providing accurate billing information;
• subscription fees may not be reduced because a Customer does not use the Services; and
• additional usage or functionality may incur additional charges where disclosed to the Customer.

Where pricing is changed, Cleverly will provide reasonable notice where required by applicable law or the applicable agreement.

Payments may be processed by third-party payment providers.

By submitting payment information, you authorise the applicable payment provider to process the relevant transaction in accordance with the applicable payment terms.

Cleverly does not necessarily store complete payment-card information.

Payment disputes should be raised with Cleverly via Support in your account or WhatsApp at +27 68 016 2753, without limiting any rights you may have under applicable law.

Refunds, subscription cancellations and related matters are governed by Cleverly's applicable Refund Policy and Cancellation Policy, as published on the Website or incorporated into the Customer's agreement.

Nothing in these Terms limits any mandatory statutory rights that cannot lawfully be excluded.

Where applicable, consumers retain rights provided under South African consumer protection and electronic transaction legislation.

Nothing in these Terms is intended to exclude, restrict or waive any right or protection that cannot lawfully be excluded under applicable South African law.

Where the Consumer Protection Act 68 of 2008 ("CPA") applies, Cleverly will comply with applicable consumer rights and obligations.

Where the Electronic Communications and Transactions Act 25 of 2002 ("ECTA") applies, Cleverly will comply with applicable electronic transaction requirements.

The Website will provide consumers with applicable information concerning the Services, pricing, payment arrangements, applicable policies and other information required by law.

Each party may receive confidential information belonging to the other party.

The receiving party must:

• keep confidential information confidential;
• use it only for purposes related to the relationship between the parties; and
• take reasonable measures to prevent unauthorised disclosure.

Confidential information does not include information that:

• is publicly available without breach of these Terms;
• was lawfully known to the receiving party before disclosure;
• is independently developed without use of the confidential information; or
• must be disclosed by law or lawful governmental authority.

Cleverly will implement reasonable technical and organisational measures designed to protect the Services and information processed through them.

However, no internet-based system can be guaranteed to be completely secure.

Customers are responsible for maintaining appropriate security controls over their own accounts, devices, systems and users.

Customers should immediately notify Cleverly if they identify a suspected security vulnerability or unauthorised access involving the Services.

To the maximum extent permitted by law, the Services are provided on an "as available" basis.

Cleverly does not warrant that:

• the Services will always be uninterrupted;
• the Services will be completely error-free;
• every AI-generated output will be accurate;
• every assessment submission will be interpreted correctly;
• every handwritten or scanned document will be processed correctly;
• the Services will meet every Customer's particular requirements; or
• the Services will produce a particular educational or commercial outcome.

Cleverly does not provide legal, educational, regulatory or professional advice through the Services.

To the maximum extent permitted by applicable law, Cleverly will not be liable for indirect, incidental, special, consequential or punitive losses, including loss of profits, revenue, business opportunities, goodwill or anticipated savings arising from the use of or inability to use the Services.

Without limiting the above, Cleverly will not be responsible for losses arising from:

• incorrect or incomplete Customer Data;
• unauthorised use of an Account caused by the Customer;
• decisions made solely on the basis of AI-generated output;
• third-party services;
• internet or telecommunications failures;
• events outside Cleverly's reasonable control; or
• the Customer's failure to comply with these Terms.

Subject to applicable law, Cleverly's aggregate liability arising out of or relating to the Services will not exceed the fees actually paid by the relevant Customer to Cleverly for the Services during the 12 months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law, including liability that cannot lawfully be excluded or limited under the CPA or other applicable legislation.

To the extent permitted by law, the Customer agrees to indemnify and hold Cleverly and its directors, employees, contractors and service providers harmless from claims, losses, liabilities and reasonable costs arising from:

• the Customer's unlawful use of the Services;
• the Customer's breach of these Terms;
• Customer Data that infringes another person's rights;
• the Customer's failure to obtain necessary permissions or lawful authority to process personal information; or
• the Customer's misuse of AI-generated outputs.

This clause does not apply to the extent that a claim results from Cleverly's own unlawful conduct, gross negligence or wilful misconduct.

Cleverly may suspend or terminate access to the Services where:

• the Customer materially breaches these Terms;
• fees remain unpaid after applicable notice;
• use of the Services presents a material security or legal risk;
• the Customer engages in fraud or abuse; or
• suspension is reasonably necessary to protect Cleverly, its users or the Services.

Customers may terminate their Subscription in accordance with the applicable Cancellation Policy or subscription agreement.

Termination does not affect rights or obligations that accrued before termination.

Following termination, access to the Services may cease.

Subject to the applicable Data Retention Policy, legal obligations and the Customer's Subscription, Cleverly may delete Customer Data after termination.

Customers are responsible for exporting or downloading any data they require before the applicable deletion period expires.

Certain information may be retained where required by law, necessary for legitimate business purposes, dispute resolution, security, fraud prevention or compliance.

Cleverly's handling and retention of Customer Data is governed by its Data Retention Policy and any applicable Customer agreement.

Different categories of information may be retained for different periods depending on the nature of the information, the Customer's configuration, legal requirements and operational requirements.

Information published on the Website is provided for general informational and product-description purposes.

Cleverly may update, change or remove Website content at any time.

Product descriptions, examples, demonstrations, performance statistics and other information should not be interpreted as guarantees unless expressly stated as contractual commitments.

Testimonials, case studies, statistics and performance information displayed on the Website are provided for illustrative purposes.

Actual results may differ depending on factors including:

• assessment type;
• submission quality;
• handwriting quality;
• rubric complexity;
• institutional processes;
• user behaviour; and
• other technical or operational factors.

Past performance does not guarantee future performance.

The Website or Services may contain links to third-party websites.

Cleverly does not control those websites and is not responsible for their content, security, privacy practices or availability.

Accessing third-party websites is at your own risk and may be subject to additional terms.

Cleverly will not be liable for failure or delay in performing its obligations where the failure or delay results from circumstances beyond its reasonable control.

Such circumstances may include natural disasters, war, civil unrest, government action, cyber incidents, widespread internet failures, telecommunications failures, power failures, labour disputes, epidemics, pandemics, infrastructure failures or failures of third-party providers.

Cleverly may update these Terms from time to time.

The updated Terms will be published on the Website with a revised "Last Updated" date.

Where required by law or where changes materially affect Customers, Cleverly will provide appropriate notice.

Your continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms, subject to any rights you may have under applicable law.

These Terms are governed by the laws of the Republic of South Africa.

Subject to any mandatory statutory rights, disputes arising from these Terms will be subject to the jurisdiction of the South African courts having appropriate jurisdiction.

Nothing in this clause prevents a consumer from exercising a right to approach a competent consumer authority, tribunal or court where permitted by applicable law.

If a dispute arises, the parties should first attempt to resolve the dispute in good faith through direct communication.

Customers may contact Cleverly at:

• WhatsApp: +27 68 016 2753

Where appropriate, Cleverly may propose mediation or another appropriate alternative dispute resolution process before litigation.

Nothing in this section limits a party's right to seek urgent or statutory relief.

Cleverly may provide notices through:

• email;
• the Cleverly platform;
• the Website; or
• other reasonable electronic means.

Customers must ensure that their contact information remains accurate.

Notices to Cleverly should be sent to:

• WhatsApp: +27 68 016 2753
• Legal entity: CLEVERLY ZA (PTY) LTD
• Registration number: 2026/071882/07
• Physical address: 22 Sloane Street, Bryanston, Sandton, 2191
• Postal address: 22 Sloane Street, Bryanston, Sandton, 2191

These Terms, together with any applicable:

• Subscription agreement;
• Order Form;
• Pricing;
• Refund Policy;
• Cancellation Policy;
• Privacy Policy;
• Data Retention Policy; and
• Data Processing Agreement

constitute the agreement governing your use of the Services, unless a separate written agreement expressly states otherwise.

If there is a conflict between these Terms and a separately signed commercial agreement, the signed commercial agreement will prevail to the extent of the conflict.

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable, where legally permissible.

The remaining provisions will continue in full force and effect.

A failure or delay by Cleverly to enforce any provision of these Terms does not constitute a waiver of that provision or of Cleverly's right to enforce it later.

You may not assign or transfer your rights or obligations under these Terms without Cleverly's prior written consent, except where permitted by applicable law.

Cleverly may assign or transfer its rights and obligations as part of a merger, acquisition, restructuring, sale of assets or similar corporate transaction, subject to applicable law.

For questions regarding these Terms, please contact:

• Cleverly
• WhatsApp: +27 68 016 2753
• Website: https://cleverly.co.za
• Legal entity: CLEVERLY ZA (PTY) LTD
• Registration number: 2026/071882/07
• Physical address: 22 Sloane Street, Bryanston, Sandton, 2191