Enterprise software terms must reflect the operating relationship.
Agreement and contract hierarchy
These Terms of Use (“Terms”) apply when you access the Capital Blueprint website or use Capital Blueprint OS as an authorised user. By using the website or service, you agree to comply with these Terms.
The contracting provider is Capital Blueprint Group, 14 Warbreck Road, Lansdowne, Cape Town, Western Cape, 7780, South Africa. If a signed agreement identifies another Capital Blueprint entity as the provider, that agreement will control the contracting entity and the applicable commercial terms.
Key definitions
- Customer
- The organisation that has subscribed to, procured, sponsored or controls a tenant or authorised evaluation.
- Authorised User
- A natural person permitted by the Customer or Capital Blueprint to access the website, service or a defined tenant.
- Service
- Capital Blueprint OS, its enabled modules, public interfaces, support features and related documentation.
- Tenant
- A logically scoped customer workspace, including its users, configurations, data, entitlements and workflows.
- Customer Data
- Data, documents, records, instructions, configurations or content submitted to or created in a Customer tenant.
- Documentation
- User, security, implementation and technical material made available for the Service.
- Order Form
- A signed document identifying the Customer, subscription, enabled modules, fees, term and customer-specific commitments.
- Applicable Law
- Law, regulation, court order and binding regulatory requirement applicable to the relevant party, data, service or activity.
Eligibility, authority and business use
The Service is intended for organisations and professional users. You represent that:
- you are legally able to agree to these Terms;
- you are acting for business or professional purposes;
- you have authority to bind your organisation where you accept terms or issue instructions on its behalf;
- the information you provide about your identity, organisation and authority is accurate; and
- you will not use the Service where prohibited by law, sanctions or contractual restriction.
No person may access a tenant solely because they hold a role, office, title or relationship outside the Service. Access must be expressly provisioned and remain within the assigned scope.
Website use and informational content
The public website describes Capital Blueprint's product vision, potential capabilities and commercial positioning. It may include illustrative data, workflows, interface concepts, roadmap material or modules whose availability depends on contract, configuration, jurisdiction, integration or release stage.
- Website content is not a binding offer, service specification or warranty.
- Descriptions of controls are product capabilities, not legal or regulatory guarantees.
- Nothing on the website is legal, tax, investment, accounting, fiduciary, sanctions, appraisal, aviation-safety, insurance or security advice.
- You may not scrape, frame, mirror, republish or commercially exploit the website except as permitted by law or written consent.
Service access, accounts and credentials
Access is limited to authorised users and enabled modules. Each user must use an individual account unless a documented service account is expressly approved.
- Keep credentials and authentication factors confidential.
- Do not share accounts or allow another person to act under your identity.
- Use multi-factor authentication where required.
- Review access, roles and authorised representatives regularly.
- Notify the Customer administrator and Capital Blueprint promptly of suspected compromise, unauthorised access or incorrect permissions.
- Log out or secure devices when unattended and comply with Customer security policies.
Capital Blueprint may rely on instructions and approvals submitted through an authenticated account until notified of compromise, subject to reasonable verification and applicable contract terms.
Customer and administrator responsibilities
The Customer is responsible for its tenant, including:
- selecting authorised users, roles, permissions, modules and data scope;
- configuring workflows, maker-checker requirements, thresholds, locks, approval rules, retention and exports;
- ensuring users are trained and act within their authority;
- maintaining lawful instructions, accurate reference data and appropriate segregation of duties;
- reviewing optional integrations, providers, imported data, mappings and automated jobs;
- obtaining required consents, notices, approvals and professional advice;
- maintaining business-continuity, reconciliation, recordkeeping and fallback procedures appropriate to its regulated activities; and
- ensuring that decisions remain subject to qualified human review where required.
Capital Blueprint does not assume the Customer's statutory, fiduciary, regulatory or professional duties merely because the Service supports the related workflow.
Acceptable use and prohibited conduct
You must not, and must not assist another person to:
- access data, tenants, modules, records or actions outside your authorised scope;
- circumvent authentication, permissions, approval controls, rate limits, usage restrictions or security features;
- upload malware, malicious code, unlawful content or material that infringes third-party rights;
- probe, scan, test or exploit vulnerabilities without prior written authorisation under an approved security-testing process;
- reverse engineer, decompile, disassemble or derive source code except where non-waivable law expressly permits it;
- use the Service to harass, discriminate, deceive, impersonate, surveil unlawfully or make prohibited high-impact decisions;
- submit false evidence, falsify approvals, conceal conflicts, alter audit context or misrepresent the origin of a record;
- send unsolicited communications or use the Service for unlawful marketing;
- use the Service to facilitate money laundering, sanctions evasion, fraud, market abuse or other unlawful activity;
- overload, disrupt or interfere with the Service or another customer's use; or
- resell, sublicense or provide bureau access unless the Order Form permits it.
Customer Data, imports, exports and data quality
The Customer retains its rights in Customer Data. The Customer grants Capital Blueprint and its approved subprocessors a limited right to host, copy, process, transmit, display and otherwise use Customer Data only as necessary to provide, secure, support and improve the Service in accordance with the contract and documented instructions.
Imports and integrations
The Customer is responsible for the legality, completeness, format and accuracy of imported data and for validating mappings, transformations, defaults, duplicate handling and posting outcomes. Preview, staging, validation and reconciliation controls reduce risk but do not eliminate the need for review.
Exports
Exports may contain sensitive, confidential or regulated information. The Customer must configure export permissions, verify recipients, apply required masking or encryption, record reasons where appropriate and protect downloaded files after they leave the Service.
Corrections
Users must not overwrite or delete records to conceal an error. Corrections should use authorised reversal, amendment, versioning, reopening or remediation workflows so that the original state and reason remain traceable where required.
Privacy and data protection
Each party must comply with applicable data-protection law. The Privacy notice explains our processing roles. Where Capital Blueprint processes personal data for the Customer, the data processing agreement governs instructions, confidentiality, security, subprocessors, international transfers, rights assistance, incident support and deletion.
The Customer must ensure it has a lawful basis for Customer Data, provides required notices, handles data-subject rights, completes any necessary impact or transfer assessments and does not collect personal data merely because a configurable field is available.
Cookie and website-storage choices are described on the Cookie preferences page.
Compliance, onboarding, regulatory and client-risk workflows
The Service may support onboarding, KYC/AML, PEP and sanctions screening, beneficial-ownership analysis, client risk assessment, regulatory-health monitoring, transaction review, remediation, privacy rights and audit evidence.
The Customer is responsible for:
- selecting data sources, screening providers, jurisdictions, rules and thresholds;
- verifying identity, ownership, source documents, false positives and adverse findings;
- reviewing incomplete, conflicting or stale information;
- documenting overrides, professional judgement and approval authority;
- meeting reporting, filing, recordkeeping and notification obligations; and
- ensuring no material decision is made solely from an unreviewed score or automated output where prohibited.
Electronic signatures, approvals and trust services
The Service may support electronic approvals, signatures, seals, timestamps, evidence records or integrations with third-party signature and qualified trust service providers.
- The Customer determines which signature level and process is appropriate for each document, jurisdiction and transaction.
- A standard electronic approval is not automatically a qualified electronic signature.
- Where a qualified trust service is required, the Customer must use a verified qualified provider and suitable certificate or identity process.
- Capital Blueprint does not guarantee that every document, person, jurisdiction or transaction may be validly executed electronically.
- Users must review the document, signatory identity, authority, capacity, final version and any required witnessing or formality before execution.
- Audit trails and evidence support recordkeeping but do not replace independent legal analysis of validity or enforceability.
Electronic instructions or approvals submitted through an authenticated account may be treated as authorised evidence of the user's action, subject to the Customer's approval policy and applicable law.
Accounting, portfolio, valuation and reporting outputs
The Service may calculate, transform, reconcile, present or publish financial, accounting, portfolio, valuation, fee, NAV, capital-account, performance and investor-reporting information based on Customer Data, configured policies and user actions.
- The Customer remains responsible for accounting policies, valuation methods, assumptions, source data and professional review.
- Illustrative values, dashboards and demonstration records are not live customer data.
- Reports and calculations are not investment advice, an audit opinion, a tax return or a guarantee of performance.
- Users must validate material outputs, exceptions, reconciliations, approvals and publication scope before reliance or distribution.
- Historical, market or third-party data may be delayed, incomplete, revised or subject to licence restrictions.
Third-party services, providers and integrations
The Service may interoperate with banks, custodians, market-data providers, screening services, registries, email systems, document tools, signature providers, identity services, storage, APIs and webhooks. Third-party products are governed by their own terms, privacy notices, availability, licensing and security controls.
Capital Blueprint is not responsible for a third party's service, data accuracy, change, suspension or failure unless expressly stated in the signed contract. The Customer is responsible for authorising integrations, credentials, scopes, data flows and permitted use of third-party content.
Named integrations shown in demonstrations or marketing material must not be treated as generally available unless confirmed in the Order Form or current Documentation.
Confidentiality and need-to-know access
Each party must protect the other party's non-public business, technical, security, financial and personal information using at least reasonable care and may use it only for the agreed relationship. Confidential information may be disclosed to personnel, advisers and service providers who need it and are bound by confidentiality obligations.
Confidentiality obligations do not apply to information that the receiving party can demonstrate was already lawfully known, becomes public without breach, is received lawfully without restriction, or is independently developed without use of the confidential information.
Where disclosure is legally compelled, the receiving party should provide advance notice where lawful and disclose only what is required.
Security, support access and operational governance
Capital Blueprint uses security measures designed for the nature of the Service. Specific controls, assurance reports, hosting arrangements, data residency, recovery commitments and regulatory support are defined in signed service documents.
The Customer must implement its side of the shared-responsibility model, including endpoint security, identity governance, timely user removal, role review, secure integrations, export protection, incident escalation and appropriate use of maker-checker, lock and approval features.
Support access should be time-bound, justified and scoped where the Service supports those controls. The Customer must not grant broad or permanent access merely for convenience.
Availability, maintenance and service changes
We may maintain, update, patch, modify or replace parts of the Service to improve security, performance, usability or legal compliance. Planned maintenance and material changes will be communicated as described in the applicable service schedule.
No uptime, recovery, support-response or implementation commitment exists unless stated in a signed agreement. Preview, beta, pilot, proof-of-concept and roadmap capabilities may be changed or withdrawn and must not be used for production-critical decisions unless expressly approved.
The Customer must maintain reasonable contingency procedures for critical operations, deadlines, reconciliations, payments, filings and investor communications.
Fees, taxes and usage limits
Subscription fees, implementation charges, usage limits, payment terms, renewal, indexation and taxes are stated in the Order Form. Unless the Order Form says otherwise:
- fees are exclusive of applicable taxes;
- the Customer is responsible for taxes other than taxes on Capital Blueprint's net income;
- fees are non-cancellable and non-refundable except where the contract expressly provides otherwise; and
- excess usage, additional tenants, modules, storage, integrations or professional services may require additional fees.
Any customer-specific pricing, payment terms, usage allowances or commercial exceptions apply only when recorded in the signed Order Form or another signed agreement.
Intellectual property and licence
Capital Blueprint and its licensors own the Service, software, user interface, documentation, designs, trademarks, product concepts and all related intellectual-property rights. Subject to the contract, Capital Blueprint grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right for authorised users to use the Service during the subscription term for the Customer's internal business or expressly permitted managed-service purposes.
The Customer owns Customer Data and its pre-existing materials. No rights are transferred except the limited rights necessary for the parties to perform the contract.
You must not remove proprietary notices, use Capital Blueprint branding without permission or represent that you own or independently provide the Service.
Feedback, service data and improvement
If you provide suggestions or feedback, Capital Blueprint may use them without restriction or payment, provided it does not identify the Customer publicly or disclose Customer Confidential Information.
Capital Blueprint may generate and use service telemetry, performance information and aggregated or de-identified statistics to secure, operate, support and improve the Service, provided this does not identify an individual or reveal Customer Confidential Information. Customer Data must not be used to train a general-purpose model or for unrelated advertising unless expressly agreed and lawfully authorised.
Suspension, restriction and termination
Capital Blueprint may suspend or restrict access where reasonably necessary to:
- address a security incident, compromised account or material threat;
- prevent unlawful use, harm, abuse or infringement;
- comply with law, court order or binding regulatory direction;
- protect another customer, data subject or the integrity of the Service;
- respond to material non-payment after required notice; or
- enforce a material contractual breach.
Where practicable and lawful, we will give notice, limit the suspension to the affected scope and cooperate on restoration. Termination rights, cure periods and consequences are governed by the signed agreement.
Data export, exit assistance and deletion
During the subscription, the Customer may use available export functions subject to permissions, security and format limitations. On termination or expiry, export windows, transition assistance, fees, supported formats, deletion timing and backup expiry are governed by the signed agreement and applicable law.
The Customer must plan migration, validate exported data and preserve records needed for legal, audit, investor or regulatory obligations. Capital Blueprint is not responsible for a Customer's failure to export data within the agreed period.
Where applicable law grants additional switching or portability rights, the parties will comply with those rights to the extent they apply and cannot be varied by contract.
Warranties and disclaimers
Any express warranty is stated in the signed agreement. To the maximum extent permitted by law, and except for those express warranties:
- the website and Service are provided on an “as available” basis;
- Capital Blueprint does not warrant uninterrupted or error-free operation;
- Capital Blueprint does not warrant that the Service will identify every risk, error, breach, conflict or regulatory issue;
- Capital Blueprint does not warrant third-party data, services, integrations or internet connectivity;
- Capital Blueprint does not warrant that configuration selected by the Customer is appropriate for its legal or regulatory obligations; and
- all implied warranties are excluded to the extent legally permitted.
Limitation of liability
Subject to liabilities that cannot lawfully be limited, the liability framework addresses:
- exclusion of indirect, consequential, exemplary and punitive loss;
- loss of profit, revenue, goodwill, opportunity, anticipated savings or data, where legally permitted;
- an aggregate liability cap tied to fees paid or payable during a defined period;
- appropriate treatment of confidentiality, data protection, intellectual-property infringement, wilful misconduct and gross negligence;
- the Customer's responsibility for investment, regulatory, filing, payment and professional decisions; and
- the obligation to mitigate loss and notify claims promptly.
To the maximum extent permitted by Applicable Law, neither party will be liable to the other for any indirect, incidental, special, punitive or consequential loss, or for loss of profits, revenue, business, anticipated savings, goodwill or data, except to the extent such loss forms part of a third-party claim covered by an express indemnity. Each party's aggregate liability arising out of or in connection with the Service will not exceed the fees paid or payable by the Customer for the affected Service during the 12 months immediately preceding the event giving rise to the claim.
The exclusions and cap above do not apply to liability that cannot lawfully be limited or excluded, including liability for fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality, infringement or misappropriation of the other party's intellectual-property rights, or payment obligations. Any different or additional allocation of liability must be stated in the signed agreement.
Indemnities
The final enterprise agreement may include:
- a Capital Blueprint indemnity for third-party claims that the unmodified Service infringes specified intellectual-property rights, subject to control of defence and standard exclusions; and
- a Customer indemnity for unlawful Customer Data, unauthorised instructions, prohibited use or infringement caused by Customer-provided materials.
Subject to the signed agreement, Capital Blueprint will defend the Customer against a third-party claim alleging that the Customer's authorised use of the unmodified Service infringes that third party's intellectual-property rights, and will pay damages and reasonable costs finally awarded or agreed in settlement. This obligation does not apply where a claim results from Customer Data, Customer instructions, unauthorised modification or use, combination with items not supplied or approved by Capital Blueprint, or continued use after a non-infringing alternative has been offered.
The Customer will defend Capital Blueprint against a third-party claim arising from unlawful Customer Data, Customer-provided materials, unauthorised instructions, prohibited use of the Service or the Customer's breach of Applicable Law, and will pay damages and reasonable costs finally awarded or agreed in settlement. Each indemnity is conditional on prompt notice, reasonable cooperation and the indemnifying party controlling the defence and settlement, provided that no settlement may admit fault or impose a non-monetary obligation on the indemnified party without its consent.
Compliance with law, sanctions and regulated outsourcing
Each party must comply with Applicable Law relating to its own activities. The Customer remains responsible for assessing whether use of the Service is permitted for its regulated functions and for completing vendor, outsourcing, ICT-risk, data-protection, concentration-risk, business-continuity and supervisory assessments.
You must not use or export the Service in violation of sanctions, export-control or trade-restriction laws. Capital Blueprint may conduct proportionate screening and refuse or suspend service where required by law.
Capital Blueprint may provide due-diligence information and contract commitments agreed for regulated customers, but does not become the Customer's regulator, compliance officer, fiduciary, fund administrator, investment manager or professional adviser.
General legal terms
| Topic | Term |
|---|---|
| Assignment | Neither party may assign the agreement except as permitted in the signed contract, including approved group reorganisations or business transfers. |
| Subcontracting | Capital Blueprint may use subcontractors while remaining responsible as stated in the contract and data processing agreement. |
| Force majeure | Neither party is liable for delay caused by events beyond reasonable control, subject to mitigation and business-continuity obligations. |
| Severability | If a provision is unenforceable, it is modified to the minimum extent necessary and the remaining provisions continue. |
| Waiver | A failure to enforce a right is not a waiver. A waiver must be in writing and applies only to the stated circumstance. |
| No partnership | The relationship does not create an agency, partnership, joint venture, fiduciary relationship or employment relationship. |
| Third-party rights | No third party may enforce the Terms except where the governing law or signed agreement expressly provides otherwise. |
| Entire agreement | The signed contract set constitutes the entire agreement for the Service and replaces prior proposals and representations on the same subject. |
| Language | These Terms may be made available in English and French. If there is any inconsistency between language versions, the English version will prevail, unless the signed agreement or mandatory law expressly provides otherwise. |
| Governing law | These Terms and any non-contractual obligations arising from or connected with them are governed by the laws of Luxembourg, without regard to conflict-of-laws principles, unless the signed agreement provides otherwise. |
| Jurisdiction | Subject to any mandatory dispute-resolution rights, the courts of Luxembourg City, Luxembourg have exclusive jurisdiction over disputes arising from or connected with these Terms, unless the signed agreement provides otherwise. |
Changes, notices and contact
We may update these public Terms for future website use. Material changes affecting an active enterprise subscription will be handled under the signed agreement and will not silently override negotiated terms.
Formal notices must be delivered using the method and addresses in the master services agreement. General questions may be sent to:
Capital Blueprint legal and commercial contact
compliance@capital-blueprint.com
14 Warbreck Road, Lansdowne, Cape Town, Western Cape, 7780, South Africa
