INTRODUCTION & ACCEPTANCE OF TERMS

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "Client," or "you") and Circuit Strategies ("Company," "we," "us," or "our"), an AI and Marketing Agency incorporated under the laws of Zimbabwe. These Terms govern your access to and use of our website located at www.circuitstrategies.com (the "Site") and our AI-powered CRM platform, applications, and services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms, our Privacy Policy, and any additional terms applicable to specific services. If you do not agree to these Terms, you must not access or use the Services.

These Terms explicitly incorporate compliance with the Zimbabwe Cyber and Data Protection Act, the European Union's General Data Protection Regulation (GDPR) where applicable to EU data subjects, and the Payment Card Industry Data Security Standard (PCI-DSS) Level 1 requirements.

DEFINITIONS

"Account" means a registered user account on the Circuit Strategies platform.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"AI Services" refers to artificial intelligence features including chatbots, predictive analytics, and automated content generation provided by the Platform.

"Authorized User" means an individual who is authorized by the Client to use the Services.

"Client Data" means all data, information, and material provided or submitted by the Client to the Services.

"Confidential Information" means all non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential.

"DPA" means the Data Processing Agreement incorporated into these Terms, compliant with the Zimbabwe Cyber and Data Protection Act and

GDPR.

"Platform" means the Circuit Strategies CRM and marketing automation software.

"Personal Data" has the meaning ascribed to it under the Zimbabwe Cyber and Data Protection Act and GDPR.

SERVICE DESCRIPTION AND SCOPE

Circuit Strategies provides a comprehensive AI and Marketing Agency platform. The specific services include, but are not limited to:

CRM Platform Services

We provide a cloud-based Customer Relationship Management (CRM) system designed to organize contact information, manage relationships, and track interactions with current and potential customers.

Lead Generation and Management

The Service includes tools for capturing, scoring, tracking, and nurturing leads. Users acknowledge that lead quality may vary and is dependent on market conditions and campaign configurations.

Multi-channel Marketing Automation

The Platform enables automated communications via multiple channels including WhatsApp, SMS, Email, and Facebook Messenger. Users are responsible for ensuring all communications comply with applicable anti-spam and telecommunications laws.

Payment Processing Integration

We facilitate payment collection through integrations with third-party processors, specifically Stripe and Paynow. While we facilitate these connections, the processing of funds is handled directly by these providers under their respective terms.

AI Chatbot Services

Our AI-powered chatbots provide automated responses to customer inquiries. These systems utilize machine learning and may not always provide perfect accuracy.

Analytics and Reporting

The Platform provides dashboards and reports detailing campaign performance, lead flow, and revenue tracking.

USER ACCOUNTS AND RESPONSIBILITIES

Account Registration

To access the Services, you must register for an Account by providing accurate, current, and complete information. You agree to update this information to keep it accurate, current, and complete.

Account Security

You are responsible for maintaining the confidentiality of your login credentials. You must immediately notify Circuit Strategies of any unauthorized use of your Account or any other breach of security. We implement multi-factor authentication (MFA) options which we strongly encourage all users to utilize.

User Obligations

You are solely responsible for all activity that occurs under your Account. You represent and warrant that you have full legal authority to bind your organization to these Terms.

ACCEPTABLE USE POLICY

You agree not to use the Services to:

Violate any applicable local, state, national, or international law, including the Cyber and Data Protection Act (Zimbabwe) and GDPR.

Send unsolicited commercial communications (SPAM) in violation of applicable laws.

Harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.

Upload or transmit viruses or any other type of malicious code.

Attempt to circumvent the security features of the Service.

PAYMENT TERMS AND BILLING

Subscription Fees

Services are billed on a subscription basis (monthly or annually). You agree to pay all fees associated with your selected plan. All fees are quoted in United States Dollars (USD) unless otherwise stated.

Payment Methods

We accept payments via major credit cards and other payment methods supported by our processors (Stripe, Paynow). You authorize us to charge your designated payment method for all fees.

Late Payments

Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower.

PCI-DSS Compliance in Billing

Circuit Strategies complies with PCI-DSS Level 1 standards. We do not store full credit card numbers on our servers. All recurring billing data is stored securely by our Level 1 PCI-compliant payment gateway partners.

SUBSCRIPTION AND CANCELLATION

Subscription Periods

Subscriptions automatically renew for the same duration as the original term unless either party gives notice of non-renewal at least thirty (30) days before the end of the current term.

Cancellation Process

You may cancel your subscription through your account dashboard or by contacting support. Cancellation requests must be received prior to the renewal date to avoid charges for the next period.

Effect of Termination

Upon cancellation, your right to use the Services will immediately cease at the end of the paid period. We may retain data for a limited period as required by law or for legitimate business purposes, subject to our Privacy Policy.

INTELLECTUAL PROPERTY RIGHTS

Ownership of Platform

Circuit Strategies and its licensors exclusively own all rights, title, and interest in and to the Services, including all associated intellectual property rights. The Services are protected by copyright, trademark, and other laws of Zimbabwe and foreign countries.

User Content

You retain ownership of any data, content, or materials you upload to the Service ("User Content"). By uploading User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, and display such content solely for the purpose of providing and improving the Services.

DATA PROCESSING AND SECURITY

Compliance Framework

We process data in strict accordance with:

Zimbabwe: The Cyber and Data Protection Act (Chapter 12:07).

European Union: The General Data Protection Regulation (GDPR).

Data Controller and Processor Roles

For the purposes of the GDPR and Zimbabwe Data Protection laws:

Circuit Strategies as Processor: We act as a Data Processor for the Personal Data you upload to the CRM (your customer data). You are the Data Controller.

Circuit Strategies as Controller: We act as a Data Controller for your account information and billing details.

Security Measures

We implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including encryption of data in transit and at rest, regular vulnerability assessments, and access controls.

Data Breach Notification

In the event of a personal data breach, we will notify you without undue delay after becoming aware of the breach, in accordance with Section 19 of the Cyber and Data Protection Act (Zimbabwe) and Article 33 of the GDPR.

PCI-DSS COMPLIANCE OBLIGATIONS

Service Provider Compliance

Circuit Strategies acknowledges its responsibility for the security of cardholder data the Service possesses or otherwise stores, processes, or transmits on behalf of the User. We maintain PCI-DSS Level 1 compliance certification.

User Responsibilities

Users accepting payments via the Platform must also comply with PCI-DSS requirements applicable to their business size and transaction volume. You agree not to store card verification codes (CVV/CVC) or full magnetic stripe data in our database fields or notes.

SERVICE LEVEL AGREEMENTS (SLA)

Uptime Guarantee

We strive to maintain a 99.9% Service uptime. Scheduled maintenance will be notified in advance. If uptime falls below 99.0% in any given month, you may be

eligible for a service credit calculated as a percentage of your monthly fee.

AI AND AUTOMATION DISCLAIMERS

AI Limitations: The AI features (including chatbots and predictive text) are probabilistic systems. We do not guarantee that AI-generated outputs will be completely accurate, unbiased, or suitable for your specific needs.

Human Oversight: You agree to review AI-generated content and communications before they are sent to your customers. Circuit Strategies is not liable for errors, hallucinations, or inappropriate content generated by AI models.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRCUIT STRATEGIES, ITS AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES.

UNDER NO CIRCUMSTANCES WILL CIRCUIT STRATEGIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Circuit Strategies and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.

CONFIDENTIALITY

Both parties agree to keep confidential all non-public information disclosed by the other party. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party;

(b) was in the receiving party's lawful possession prior to the disclosure; or (c)

is lawfully disclosed to the receiving party by a third party without restriction on disclosure.

DISPUTE RESOLUTION AND GOVERNING LAW

Governing Law

These Terms shall be governed and construed in accordance with the laws of Zimbabwe, without regard to its conflict of law provisions.

Jurisdiction

Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in Harare, Zimbabwe, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

Arbitration

At our sole discretion, we may require you to submit any disputes arising from the use of these Terms or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Arbitration Act [Chapter 7:15] of Zimbabwe.

TERMINATION CONDITIONS

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. Upon termination, your right to use the Service will immediately cease.

CHANGES TO TERMS

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms.

GENERAL PROVISIONS

Severability: If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver: Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter.

CONTACT INFORMATION

If you have any questions about these Terms, please contact us:

Circuit Strategies

Harare, Zimbabwe

Website: www.circuitstrategies.com

Data Protection Officer (DPO) Email: [email protected] Phone: +263 77 623 2333

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