Definitions Schedule

For the purposes of the Agreement, the following definitions will apply:

• Acceptance Criteria means the criteria to be met by any Deliverable under the Agreement as specified in the relevant SoW to be regarded as accepted by the Customer.
• Account means the Nathan Digital account set up for each Customer upon registration for the Services.
• Administrator means the administrator of the Account appointed in terms of the Terms and/or the SaaS Terms, as the case may be.
• Agreement means the Terms; the Service Specific Terms that apply to the particular product or service you subscribe to; our Privacy Policy and related data protection documentation; the Jurisdiction Schedule; and the Refund Policy.
• AI means artificial intelligence.
• API means application programming interface.
• Applicable Data Protection Laws means the data protection laws for each Jurisdiction as specified in the Jurisdiction Schedule.
• Applicable Laws means all laws, statutes, regulations, rules, codes, directives, ordinances, by-laws, judgments, orders, permits, licence conditions, regulatory requirements, and legally binding requirements of any governmental, regulatory, judicial, supervisory, or competent authority applicable to a Party, the Services, the Deliverables, the Software, or the processing of Data under the Agreement, including those relating to: data protection and privacy; employment and labour matters; artificial intelligence and automated decision-making; intellectual property; electronic communications; consumer protection; export controls and sanctions; and anti-bribery and anti-corruption, in each case as amended, replaced, or re-enacted from time to time, and in any Jurisdiction relevant to the provision or use of the Services.
• Authorised User means the User authorised to use the Platform under the SaaS Terms.
• Business Days means any day other than a Saturday, Sunday, or official public holiday in the Jurisdiction specified in the applicable Jurisdiction Schedule, or, where no Jurisdiction Schedule applies, in the Jurisdiction from which the relevant Services are primarily provided.
• Confidential Information includes any non-public information, including: business operations, technology, pricing, customers, product plans, or other proprietary information, whether shared in writing, electronically, or verbally.
• Controller/Responsible Party means the person determining the purposes of Processing Personal Information / Personal Data.
• Customer means the Party identified as such in the applicable Order Form.
• Customer Data means any Data that is: uploaded, submitted, provided, or made available by or on behalf of the Customer or its Authorised Users through the Services or Software; or generated from the Customer's use of the Services or Software, including customer records, employee information, files, prompts, documents, configurations, and other customer-specific information, but excluding: Nathan Digital Data; aggregated or anonymised Data; and Data generated independently by Nathan Digital outside the Customer's use of the Services.
• Data means any information, content, material, records, documents, text, images, audio, video, prompts, inputs, outputs, metadata, usage information, analytics, system information, or other data, in any form or medium, that is processed, generated, stored, transmitted, or made available through the Services or Software.
• Deliverables include reports; policies or documentation; implementation outputs; training materials; or configuration work, Software or any other deliverable rendered by Nathan Digital as set out in Service Specific Terms and the related SoW.
• Development Services include: custom Software development; AI-enabled workflow development; integrations and APIs; automation development; AI implementation and configuration; prompt engineering; dashboard and reporting development; data mapping and transformation; and related technical services, of which the specific scope will be described in the applicable SoW.
• Development Services Terms means the Service Specific Terms regulating the delivery of Software Development Services to the Customer.
• Disclosing Party means the Party disclosing Confidential Information to the Receiving Party under the Agreement.
• Documentation means the user guides, technical manuals, instructions, specifications, policies, training materials, online help resources, implementation materials, and other documentation made available by us in relation to the Services or Software, whether in electronic, digital, or written form, as updated from time to time.
• DPA means the Data Processing Agreement concluded between the Parties, from time to time.
• Email means any electronic communication to the email address of the Customer as provided in the Order Form or in the Account.
• Fees includes Subscription Fees for SaaS Services as per Order Form, Professional Services Fees for Professional Services as per the relevant SoW, or Development Services Fees as per the relevant SoW.
• Intellectual Property Rights means all intellectual property and proprietary rights of any nature anywhere in the world, whether registered or unregistered, including rights in and to: copyrights and related rights; patents and patent applications; trade marks, service marks, trade names, logos, and domain names; designs and design rights; software, source code, object code, algorithms, models, and databases; confidential information, trade secrets, know-how, methodologies, and processes; data compilations and documentation; and all applications, registrations, renewals, extensions, and rights to enforce any of the foregoing, including all similar or equivalent rights recognised under Applicable Laws.
• Jurisdictions means the jurisdictions where Nathan Digital entities are located, from time to time, including the UAE, South Africa, Kenya and Europe.
• Nathan Digital means the Nathan Digital contracting entity in the relevant Jurisdiction, as set out in the Jurisdiction Schedule.
• Nathan Digital Data means any Data owned, created, developed, licensed, or controlled by the Nathan Digital Group independently of the Customer Data, including: system data; technical logs; performance metrics; usage analytics; benchmarking information; aggregated and anonymised data; Software and platform data; AI models and training methodologies; and operational or diagnostic information relating to the Services or Software.
• Nathan Digital Group means Nathan IT Infrastructure LLC; Nathan and Nathan South Africa (Pty) Ltd and Nathan Digital Limited.
• Order Form means the form that sets out the description of the SaaS Services, Subscription Plan, Subscription Fees, Subscription Term, and number of Authorised Users that will constitute the Subscription Services and incorporates the terms of the SaaS Terms, unless otherwise stated in the Order Form, substantially in the form contemplated in Schedule 1 to the SaaS Terms.
• Parties means Nathan Digital and the Customer and User (where applicable), and Party means any one of them, as the context dictates.
• Personal Information/Personal Data means information relating to an identifiable natural individual (or corporate entity, as the case may be), as defined in the Applicable Data Protection Laws, including organisational and employee Data.
• Personnel means the employees and contractors of a Party involved in giving effect to the Agreement.
• Platform means the Nathan Digital Platform through which the SaaS Services and related Software are made available to Authorised Users.
• Processing has the meaning given in the Applicable Data Protection Laws.
• Processor/Operator means the person who processes Personal Information / Data on behalf of a Controller/Responsible Party, as described in the Applicable Data Protection Laws.