Legal

Terms of Service

Version 1.1Effective 6 September 2026Subject to periodic review

These Terms are in two parts. Part A is the agreement between Nia and the fund or organisation that subscribes to the platform. Part B sets out the terms each individual user accepts when they create an account. If you are reading this because you were invited to join your fund's workspace, Part B is the part that applies to you personally; Part A binds your organisation.

Part A — Customer Terms (the agreement with your organisation)

1. Who these Terms are between, and how they are accepted

1.1 These Terms are a contract between Nia Impact SA (Pty) Ltd, registration number 2023/912189/07, registered address 71 4th Street, Houghton, Gauteng, 2198, South Africa; VAT number to be supplied ("Nia", "we", "us") and the fund manager, fund or other organisation named in the onboarding invitation ("Customer", "you").

1.2 Nia creates every Customer workspace itself and invites the Customer's first administrator; there is no self-service sign-up. The Customer accepts these Terms in one of these ways, whichever happens first:

(a) the Customer's first owner or administrator ticks the box confirming that they are authorised to accept the Terms of Service on the Customer's behalf, during first-login set-up in the Platform (click-through acceptance; no separate order form is used); or

(b) the Customer uses the platform.

1.3 The person who accepts on the Customer's behalf confirms that they are authorised to bind the Customer. Acceptance given electronically is legally effective even though it is not evidenced by a signature (Electronic Communications and Transactions Act 25 of 2002, sections 11, 22 and 24).

1.4 These Terms, the Privacy Policy, the Data Processing Agreement ("DPA") Data Processing Agreement: available on request; provision to be finalised, the Service Level Agreement ("SLA") Service Level Agreement: available on request; provision to be finalised, the Acceptable Use Policy in section 6 and the published Sub-processor List together form the whole agreement. If they conflict, the DPA wins (for anything about personal information), then these Terms, then the SLA, then the other documents. Provision to be finalised in a later version

1.5 Business customers only. The platform is offered to fund managers and similar organisations, not to consumers. Nia relies on the Customer being a juristic person whose asset value or annual turnover is at or above the threshold in section 5(2)(b) of the Consumer Protection Act 68 of 2008 (currently R2 million). Provision to be finalised in a later version

2. Words with a particular meaning

  • Platform — the Nia LP Reporting Platform: the web application, the Nia Advisor, the Policy Hub, the WhatsApp channel, the documentation site, and any related services Nia provides under these Terms.
  • Workspace — the Customer's own organisation area in the Platform. All Customer Data is tied to one Workspace.
  • User — an individual the Customer has invited into its Workspace, or a phone number the Customer has registered for the WhatsApp channel.
  • Customer Data — everything the Customer or its Users upload to, enter into or generate in the Workspace: LP templates, KPI dictionaries and mappings, investee and fund data, policy documents, Advisor conversations and attachments, generated reports and exports.
  • Nia Content — Nia's global knowledge library, playbooks, starter KPI dictionary and master KPI reference list, and any guidance the Advisor gives from them.
  • Output — anything the Platform produces from Customer Data, including extracted KPIs, quality check findings, generated reports, gap reviews and Advisor answers.
  • Plan — the subscription level applied to the Workspace (see section 10).
  • AI Run — one metered unit of AI work, as described in the Platform documentation.

3. What the Platform is

3.1 The Platform helps a fund manager report to its Limited Partners (LPs). In plain terms: the Customer uploads each LP's reporting template; the Platform reads it and proposes the KPIs it asks for; a person at the Customer reviews and approves them; the Customer collects data from its portfolio companies and uploads it; the Platform checks it, stores it, and fills each LP's template from the stored data; the Customer reviews the completed report and downloads it.

3.2 The Platform also offers the Nia Advisor (a question-and-answer assistant that answers from Nia's knowledge library and the Customer's own documents), the Policy Hub (upload the Customer's policies, ask questions of them, and run a gap review against Nia's guidance), and, on some Plans, the Advisor over WhatsApp.

3.3 What the Platform does not do.

(a) It does not send anything to the Customer's LPs. Reports are delivered to the Customer by download only; the Customer sends them on, or fills in the LP's own portal, itself.

(b) Portfolio companies and LPs do not log in to submit data. Investee data reaches the Platform only as files the Customer uploads. LPs receive published reports from the Customer outside the Platform; the Platform has no LP login or LP role.

(c) It does not give investment, legal, tax, accounting or regulatory advice. The Advisor, the gap review and the report narrative are information tools that draw on Nia's guidance material; they are not a substitute for professional advice and do not create an adviser–client relationship. This provision is being finalised with our legal counsel and will be published in a later version.

3.4 Which features a Workspace can reach depends on its Plan and on any feature Nia has switched on or off for that Workspace. Nia may improve, add or retire features over time; section 21 says what happens if a change materially reduces the Platform.

4. Workspaces, accounts and roles

4.1 One Workspace per Customer. Each Customer's data is held in its own Workspace, logically separated from every other customer's, and the separation is checked on every request the Platform handles.

4.2 Roles. Inside a Workspace a User is a member, an administrator or an owner. Administrators and owners can invite and remove Users, change roles, register and revoke WhatsApp numbers, and take the sensitive actions the Platform reserves for them, such as approving submissions and reports and deleting or merging KPIs. The Customer is responsible for deciding who holds which role and for keeping that up to date.

4.3 Invitations. New Users join only by invitation from a Customer administrator or owner, or from Nia during onboarding. The Customer is responsible for everything done in its Workspace by anyone it invites, and must remove a User promptly when that person leaves or no longer needs access.

4.4 Ownership transfer. A Workspace must have at least one owner. The Customer can transfer ownership between its own Users. Nia's staff do not remain owners of Customer Workspaces after onboarding.

4.5 Credentials. Users sign in by emailed sign-in link, by email and password, or with a passkey, and may turn on two-factor authentication. The Customer must make sure its Users keep their credentials private and tell Nia without delay at sarah@niaimpactinvest.com if it suspects an account has been compromised.

4.6 Nia's platform administrators. Nia staff hold a separate platform-administrator role. They use it to create and onboard Workspaces, apply Plans, suspend or reactivate Workspaces, maintain Nia Content, and support the Customer. Platform-administrator actions in a Workspace are recorded in the audit log.

4.7 Support access. To provide support or investigate a problem, Nia staff may open a support session in the Customer's Workspace; every support session is recorded in the audit log with a stated reason. Separately, through its operator console, Nia staff may view Advisor conversations, usage and cost figures across Workspaces, and questions the Advisor could not answer, in order to improve answer quality and control AI cost; viewing a conversation this way is also recorded in the audit log. Nia will not use this access for any other purpose and will handle what it sees as Confidential Information (section 15) and under the DPA.

5. The Customer's responsibilities

5.1 The Customer will:

(a) use the Platform only for its own internal business of managing and reporting on its funds;

(b) make sure it has the right to upload everything it uploads — including LP templates, portfolio company data and any personal information in them — and that doing so does not breach any confidentiality undertaking it has given to an LP or an investee; This provision is being finalised with our legal counsel and will be published in a later version.

(c) review every Output before relying on it or passing it on (section 8);

(d) keep its own copies of source files. The Platform is a working tool, not the Customer's system of record or archive. Data problems are fixed in the source file and re-uploaded, not edited inside the Platform.

(e) comply with all laws that apply to it, including data-protection law, in its use of the Platform.

6. Acceptable use

6.1 The Customer and its Users must not:

(a) try to reach another customer's Workspace or data, or test the Platform's separation between customers, except in a security test Nia has agreed to in writing;

(b) share credentials, let anyone who is not an invited User use an account, or register a WhatsApp number for someone who is not a member of the Customer or one of its portfolio companies;

(c) upload anything unlawful, infringing, malicious (including malware) or that they have no right to upload;

(d) use the Advisor or any AI feature to generate content that is unlawful, defamatory or deceptive, or attempt to make it disclose Nia Content, prompts, other customers' information or system instructions;

(e) scrape, copy, resell, sub-license or make the Platform or Nia Content available to third parties, or build a competing product from them;

(f) reverse-engineer the Platform except where the law allows;

(g) send unreasonable volumes of requests, try to get around usage allowances, rate limits or file size limits, or otherwise interfere with the Platform's operation;

(h) use the Platform to send unsolicited communications.

6.2 Nia may investigate suspected breaches of this section and may suspend access under section 12.

7. Customer Data: ownership, licence and data protection

7.1 The Customer owns its data. As between the parties, the Customer owns all Customer Data and all Output generated from it. Nia claims no rights in them beyond the licence in 7.2.

7.2 Licence to Nia. The Customer gives Nia a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and improve the Platform for the Customer, and as otherwise allowed by these Terms, the Privacy Policy and the DPA.

7.3 No training on Customer Data. Nia does not use Customer Data to train AI models. Every AI request is routed only to model endpoints whose published terms prohibit retaining the content or using it for training; a request that cannot be served on those terms fails rather than being sent elsewhere.

7.4 Personal information. Where Customer Data contains personal information, the Customer is the responsible party (controller) and Nia is the operator (processor) acting on the Customer's instructions. The DPA governs that processing, including security measures, breach notification, sub-processors, international transfers, assistance with data-subject requests and what happens to personal information at the end of the agreement. It satisfies section 21 of the Protection of Personal Information Act 4 of 2013 and, where it applies, Article 28 of the GDPR. Nothing in these Terms overrides the DPA on those subjects.

7.5 Sub-processors. Nia uses third-party services to host and operate the Platform, including database and file hosting, email delivery, error monitoring, AI model providers, the external document parser (section 9) and the WhatsApp transport provider. The current list is published at /legal/sub-processors and is updated as the DPA describes.

7.6 Aggregated and usage data. Nia may collect and use data about how the Platform is used — volumes, feature usage, AI Run counts, error rates, unanswered Advisor questions — to operate, secure, price and improve the Platform, provided it does not identify the Customer, its Users, its LPs or its portfolio companies to any third party. Provision to be finalised in a later version

7.7 Security. Nia will maintain appropriate technical and organisational security measures as described in the DPA. Nia keeps an audit log of sign-ins, Workspace changes and document activity. No security is perfect; the Customer must keep source copies and use the access controls provided.

7.8 Data export. At any time during the agreement the Customer can download its reports, export its KPI dictionary and raw KPI data, and download gap-review reports through the Platform. On written request Nia will also provide a full export of the Customer's Workspace data in a machine-readable form. Nia will provide the export within 10 business days of a written request; the first full export in any 12-month period is free of charge, and further full exports are charged at Nia's standard hourly rate.

8. AI features, and the Customer's responsibility for what it reports

8.1 What the AI does. The Platform uses artificial intelligence to propose KPIs from templates, match KPIs, flag data-quality issues, draft qualitative report narrative, answer Advisor questions, and produce gap reviews. Nia routes each task to a third-party AI model suited to it and may change models at any time.

8.2 A person is always in the loop. The Platform is designed so that every AI proposal that enters the Customer's data or reports is reviewed by a person before it is used: extracted KPIs are approved by the Customer before they enter the dictionary; generated reports are reviewed and adjusted by the Customer before they leave the Platform; the gap review only advises and never alters the Customer's policy. Advisor answers are shown to the User as soon as they are produced and are for the User to judge (section 8.3).

8.3 AI output is assistance, not fact. AI Output can be incomplete, out of date or wrong, and can misread a document. Every generated report carries a notice that it is an AI-assisted draft requiring human review and that its figures are provisional. The Advisor answers only from the material it has been given and will say so when it cannot answer; it does not search the web.

8.4 The Customer is responsible for what it reports. The Customer alone decides what it sends to its LPs, its investors, regulators or anyone else, and is solely responsible for checking the accuracy and completeness of every figure and every sentence before doing so. Nia is not responsible for any report, figure, narrative, gap review or Advisor answer the Customer relies on or passes on without review. Provision to be finalised in a later version

8.5 Nia Content is general guidance. Nia's knowledge library and playbooks are general impact-investing guidance. They are not tailored to the Customer's situation and are not legal, regulatory, financial or accounting advice.

8.6 Advisor conversation retention. The Platform's retention setting for Advisor conversations and their attachments is twelve months from creation. The automated purge that enforces it runs daily. Conversations that existed before this policy keep their original retention period. The Customer should export anything it wants to keep before a conversation is deleted.

9. The external document parser — disclosure

9.1 Please read this clause: Nia has undertaken to tell you this at sign-up.

9.2 Spreadsheet and CSV files are read inside Nia's own infrastructure, and Word and PDF files are read there first. PDF and image files, scanned documents, Word files with no readable text, and any PDF or Word data submission in which the Platform's own reader finds no reportable figures, uploaded as LP templates or data submissions, are sent to an external document-parsing service operated by a third party, which converts them into text and tables that the Platform then works with. The file itself is never given to an AI language model; the text and tables read from it may be. Documents added to the Policy Hub or attached to an Advisor conversation are read inside Nia's own infrastructure and are not sent to the parsing service.

9.3 The parsing service is named in the Sub-processor List, together with the region in which it processes files (the European Union).

9.4 Parsed results are cached per Workspace so that an identical re-upload is not re-sent; a cache entry is never shared with another customer.

9.5 If the Customer's own confidentiality obligations do not allow a particular document to be processed by an external service, the Customer must not upload it as an LP template or data submission in PDF, image or scanned form, or as a Word file with no readable text. The Customer may ask Nia whether an alternative processing arrangement is available.

9.6 By uploading a PDF, image or Word file as an LP template or data submission the Customer confirms that it has read this clause, acknowledges that the file may be processed as described and confirms that it has the authority to provide it.

10. Plans, usage allowances and fees

10.1 Plans. Nia offers the Platform in a small number of Plans. Each Plan includes a set of features and a monthly allowance of AI Runs. The features and allowance of each Plan are described in the Platform documentation and in Nia's written quote. Nia applies the Customer's Plan to its Workspace and may adjust which features are switched on for an individual Workspace by agreement with the Customer.

10.2 How the allowance works. Every metered AI operation — an Advisor question, a gap review, parsing a template, generating report narrative and the other operations listed in the documentation — uses one or more AI Runs from a single shared monthly pool. The allowance is checked before an operation runs; an operation that would exceed it is refused rather than half-processed, and metered work pauses until the allowance resets on the first day of the next calendar month. A Run is used once the AI model has been invoked. It is returned to the pool if the operation fails before the model is invoked, and also, for Advisor answers, queued document parses and document indexing, if the model does not deliver a result. For the Platform's other single-step operations, such as a gap review, a guidance note or a WhatsApp summary, a Run that has been started is used even if the model does not return a result.

10.3 More Runs. If the Customer needs more Runs in a month, it should contact Nia. Nia may increase the allowance or move the Customer to a different Plan by agreement. Additional Runs are available on request and are invoiced at the rate in the Customer's quote; there is no in-app purchase.

10.4 Fees and invoicing. Fees are set out in Nia's written quote. There is no in-app checkout or card payment; Nia invoices the Customer directly. Unless the quote says otherwise, fees are invoiced annually in advance, in South African rand or the currency of the quote, and are payable within 30 days of the invoice date. Fees are stated exclusive of VAT. Overdue amounts bear interest at the South African prime rate plus 2% per year. Nia may suspend access for non-payment as described in section 12.

10.5 Trial. Nia may make the Platform available to the Customer for a trial period at no charge. During a trial the Platform is provided "as is", the support commitments in the SLA do not apply, and Nia may end the trial or move the Customer to a paid Plan on notice. Design-partner funds have a 90-day free pilot. At the end of the pilot Nia offers a paid Plan; a Workspace that is not converted is exported on request and deleted 30 days after the pilot ends.

10.6 Changes to Plans and fees. Nia may change Plan contents or fees on at least 60 days' written notice, taking effect from the start of the Customer's next billing period. If a change materially reduces what the Customer is paying for, the Customer may terminate under section 13.3.

11. Service levels and support

11.1 Nia will provide the Platform with reasonable skill and care. The SLA sets out support hours, how to report a problem, response targets by severity, planned maintenance and how incidents are communicated. At launch Nia commits to no availability percentage; the Platform is provided on a best-efforts basis, and Nia will consider an availability commitment once three months of measured uptime exist. Nothing in these Terms is a service-level commitment.

11.2 Nia may take the Platform down for maintenance as the SLA describes, and may make changes without notice where needed to fix a security issue or comply with law.

11.3 Support requests go to hello@niaimpactinvest.com. A client documentation site explains how to use the Platform.

12. Suspension

12.1 Nia may suspend a Workspace, a User or a registered WhatsApp number, with as much notice as is reasonable in the circumstances, if:

(a) Nia reasonably believes there has been a breach of section 6, a security compromise, or a risk to the Platform or to other customers;

(b) fees are overdue beyond the period in Nia's written quote and remain unpaid 14 days after a written reminder to the Customer's administrators;

(c) the law requires it.

12.2 While a Workspace is suspended its Users cannot enter it, but its data is kept and nothing is deleted because of the suspension alone. Nia staff can still access the Workspace to investigate and to reactivate it. Suspension and reactivation are recorded in the audit log.

12.3 Nia will lift a suspension as soon as the reason for it is resolved. Suspension does not relieve the Customer of the obligation to pay fees for the suspended period unless Nia caused the suspension without good reason. Provision to be finalised in a later version

13. Term and termination

13.1 Term. The agreement starts on acceptance (section 1.2) and continues for the initial term in Nia's written quote, or, if the quote is silent, for an initial term of 12 months, renewing automatically for further 12-month periods unless either party gives notice under section 13.2.

13.2 Termination for convenience. Either party may end the agreement at the end of the current term by giving at least 60 days' written notice.

13.3 Termination for cause. Either party may end the agreement immediately by written notice if the other:

(a) materially breaches these Terms and, where the breach can be fixed, does not fix it within thirty days of being told about it; Provision to be finalised in a later version

(b) becomes insolvent, is placed under business rescue or liquidation, or stops trading; or

(c) in the Customer's case, Nia makes a change under section 10.6 or 21.2 that materially reduces the Platform and the Customer objects within the notice period.

13.4 Effect. On termination the Customer's right to use the Platform ends, all unpaid fees for the period up to termination become due, and section 14 applies to the Customer's data. Sections 7.1, 8.4, 14, 15, 17, 18, 19, 20 and 22 survive.

14. What happens to data when the agreement ends

14.1 Before the end date. The Customer can download and export its data through the Platform at any time before termination takes effect (section 7.8).

14.2 Return window. For 30 days after termination, Nia will keep the Customer's Workspace data available and, on written request, provide a full machine-readable export of it. During this window the Workspace is closed to Users unless Nia agrees otherwise.

14.3 Deletion. After the return window Nia will delete the Customer's Workspace data from the live Platform within 30 days after the return window closes, and from backups as follows: daily file backups are deleted 35 days after they are taken, enforced by a storage lifecycle rule. Nia does not promise a deletion window for database backups: the job that takes them is not running on a schedule at present, and the control for restoring the database is the provider's continuous 6-hour point-in-time recovery window. Nia will confirm deletion in writing on request.

14.4 What Nia may keep. Nia may keep (a) the audit log entries and usage records relating to the Customer, for as long as it needs them for legal, accounting and security purposes, and (b) anonymised and aggregated data under section 7.6. Anything kept remains subject to section 15 and the DPA.

14.5 Where the DPA sets out a different or more detailed rule for personal information, the DPA prevails.

15. Confidentiality

15.1 Each party will keep the other's Confidential Information confidential, use it only for the purposes of this agreement, and share it only with its own staff, advisers and (in Nia's case) sub-processors who need it and are bound by equivalent obligations.

15.2 Confidential Information means information that is marked confidential or that a reasonable person would treat as confidential, and includes all Customer Data, the Customer's LP and investee relationships, Nia Content, Nia's pricing and the non-public workings of the Platform.

15.3 It does not include information that is or becomes public through no fault of the receiving party, that the receiving party already had or independently developed, or that it lawfully received from someone else without restriction.

15.4 A party may disclose Confidential Information where the law or a court requires it, giving the other party as much notice as is lawful and reasonable.

15.5 These obligations last for a period to be finalised with our legal counsel after the agreement ends, and for Customer Data and personal information for as long as they are held.

16. Intellectual property

16.1 Nia and its licensors own the Platform, the Nia Content and all improvements to them. The Customer receives only the right to use them during the agreement, as these Terms describe.

16.2 The Customer may use Nia Content — including the starter KPI dictionary, the master KPI reference list and Advisor answers — inside its own business and in its own reports to LPs. It may not publish, resell or supply Nia Content to third parties as a product or service in its own right. This provision is being finalised with our legal counsel and will be published in a later version.

16.3 The Customer owns its templates, data, policies and reports (section 7.1). Where an LP owns the template, the Customer's rights in the filled-in report are whatever the LP allows; Nia takes no position on that.

16.4 If the Customer gives Nia feedback or suggestions, Nia may use them without obligation.

17. Warranties

17.1 Nia warrants that it will provide the Platform with reasonable skill and care and materially in line with its documentation and the support commitments in the SLA.

17.2 Each party warrants that it has the authority to enter into this agreement.

17.3 The Customer warrants that it has all rights and consents needed to upload Customer Data and to have it processed as these Terms and the DPA describe, including under section 9.

17.4 Except as stated in this section, the Platform is provided "as is". Nia does not warrant that the Platform will be uninterrupted or error-free, that AI Output will be accurate or complete, or that the Platform will meet any regulatory or LP-specific requirement. All other warranties, express or implied, are excluded to the fullest extent the law allows. Provision to be finalised in a later version

18. Liability

18.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything that cannot lawfully be limited.

18.2 Neither party is liable for indirect or consequential loss, loss of profit, revenue, business, goodwill or anticipated savings, or for loss or corruption of data (other than as the DPA provides), even if advised of the possibility.

18.3 Cap. Nia's total liability arising out of or in connection with this agreement in any twelve-month period is limited to the fees the Customer paid to Nia in the twelve months before the event giving rise to the claim.

18.4 AI Output and reports. Without limiting 18.2 and 18.3, Nia is not liable for any loss arising from the Customer's reliance on, or onward use of, any Output that the Customer did not review as section 8 requires, or from any report the Customer sends to an LP or other third party.

18.5 Third-party services. Nia is not liable for the acts or omissions of the Customer's own providers, of LP portals, or of WhatsApp/Meta as a messaging service the Customer chooses to use, except to the extent Nia's sub-processors are Nia's responsibility under the DPA.

19. Indemnities

19.1 By the Customer. The Customer will indemnify Nia against third-party claims, and the costs of them, arising from Customer Data, from the Customer's breach of sections 5, 6 or 17.3, or from anything the Customer sends to its LPs or investees. Provision to be finalised in a later version

19.2 By Nia. Nia will indemnify the Customer against third-party claims that the Platform (not including Customer Data or third-party AI models' output) infringes a South African intellectual property right, provided the Customer tells Nia promptly, lets Nia control the defence and helps reasonably. Nia may modify or replace the Platform, or terminate and refund prepaid unused fees, to resolve such a claim. Provision to be finalised in a later version

20. Governing law and disputes

20.1 These Terms are governed by the law of the Republic of South Africa.

20.2 The parties will first try to resolve any dispute by discussion between senior representatives within thirty days of one party asking for it.

20.3 If that fails, the next step is to be finalised with our legal counsel.

20.4 Nothing stops either party seeking urgent interim relief from a court.

21. Changes to these Terms

21.1 Each version of these Terms carries a version number and effective date. The versions are listed at /legal/versions, and Nia will provide a copy of any earlier version on request — within 10 business days where the request is made in writing to the contact in section 22.1.

21.2 Material changes — anything that reduces the Customer's rights, increases its obligations, changes fees or Plans, or changes how Customer Data is handled — take effect no earlier than 30 days after Nia notifies the Customer by email to its administrators and by a notice in the Platform. Each User will be asked to accept the new version at their next sign-in. If the Customer does not accept, it may terminate under section 13.3(c) before the change takes effect; continuing to use the Platform after that date is acceptance.

21.3 Non-material changes — corrections, clarifications, changes required by law, or additions that only benefit the Customer — take effect when published, with a notice in the Platform.

21.4 Changes to the Sub-processor List follow the DPA, not this section.

22. General

22.1 Notices must be in writing and sent by email: to Nia at sarah@niaimpactinvest.com; to the Customer at the email address of its Workspace owner(s). Notices are treated as received on the next business day in South Africa.

22.2 Assignment. Neither party may transfer this agreement without the other's written consent, except that Nia may transfer it to a successor to its business on notice.

22.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failure of third-party AI, hosting or messaging providers where Nia has taken reasonable steps to mitigate.

22.4 Entire agreement. Section 1.4 describes the whole agreement; it replaces all earlier discussions. Neither party relies on any statement not set out in it, but nothing excludes liability for fraud.

22.5 Severability, waiver, no partnership, third parties — standard provisions. Provision to be finalised in a later version

22.6 Language. These Terms are written in English. Any translation is for convenience only and the English version prevails.

23. Contact

Nia Impact SA (Pty) Ltd · 2023/912189/07 · 71 4th Street, Houghton, Gauteng, 2198, South Africa · VAT number to be supplied Legal and privacy: sarah@niaimpactinvest.com · Support: hello@niaimpactinvest.com · Security: sarah@niaimpactinvest.com (or a support message to hello@niaimpactinvest.com marked URGENT) Website: to be supplied

Part B — User Terms (for each person who uses the Platform)

These User Terms apply to you as an individual when you accept an invitation to a Workspace, sign in, or message the Advisor from a registered WhatsApp number. Your organisation has agreed to the Customer Terms in Part A; those govern the relationship with your organisation, and where the two conflict for you personally, Part A prevails.

B1. Your account. You may only create an account through an invitation addressed to you. Keep your sign-in details, passkey and two-factor codes to yourself; you are responsible for what is done with your account until you tell your administrator or Nia that it may have been compromised. You must give accurate details and keep them current.

B2. Your organisation controls your access. Your organisation's administrators and owners decide what you can see and do, can change your role, and can remove you at any time. When you leave your organisation your access ends. If your account belongs to more than one organisation, make sure the right one is active before uploading anything.

B3. Acceptable use. Section 6 of Part A applies to you personally. In short: use the Platform only for your organisation's legitimate work, do not try to reach other organisations' data, do not upload anything you have no right to upload, and do not try to get around usage limits or security measures.

B4. AI features. The Advisor, the gap review and generated reports are AI-assisted. They can be wrong. Check before you rely on them and before anything goes to an LP. The Advisor only answers from Nia's library and your organisation's documents; it does not search the web. Advisor conversations have a twelve-month retention setting, and the automated purge that enforces it runs daily. Uploading a PDF, image or scanned file — or a Word file with no readable text — as an LP template or data submission sends it to an external document-parsing service (Part A, section 9). A document you attach to an Advisor conversation is read on the Platform and its text is sent, in full, to the AI model for that conversation only.

B5. Nia staff and your data. Nia's platform administrators may access your organisation's Workspace, including your Advisor conversations, for support, quality and cost-control purposes, and every such access is logged. Your sign-ins and the changes you make are recorded in an audit log your organisation's administrators and Nia can see.

B6. Your personal information. Nia processes your name, email address, sign-in and activity records as described in the Privacy Policy. Your organisation is the responsible party for the personal information it uploads about others.

B7. WhatsApp channel. If your organisation has registered your phone number, you can message the Advisor over WhatsApp. Only registered numbers get a reply; a number that is not registered, or has been revoked, receives the same refusal. What you can ask about depends on how your number is registered: a portfolio-company number reaches Nia's general guidance only; a fund-member number may also reach your organisation's own material. Only your number can continue a conversation you started. Usage limits and rate limits apply per number. Messages travel over WhatsApp and a messaging transport provider; do not send anything over the channel that must not pass through those services. This provision is being finalised with our legal counsel and will be published in a later version.

B8. Closing your account. You can delete your own account in Settings after a recent sign-in, or ask your administrator or Nia to close it. If you delete your account yourself, audit entries recorded in your name are currently deleted with it; approvals and content you created for your organisation remain in its records with your name removed. Ask your administrator to remove you from the Workspace instead if the audit trail must be preserved.

B9. Changes. Nia will tell you in the Platform when these User Terms change materially and will ask you to accept the new version on your next sign-in.

B10. Acceptance. By ticking "I have read and accept the Terms of Service and the Privacy Policy" when you create your account or accept your invitation, by signing in, or by messaging the Advisor from a registered number, you accept these User Terms. Electronic acceptance is legally effective under sections 11, 22 and 24 of the Electronic Communications and Transactions Act 25 of 2002.

Who we are and how to reach us

Nia Impact SA (Pty) Ltd (trading as Nia Impact Invest) · registration number 2023/912189/07
71 4th Street, Houghton, Gauteng, 2198, South Africa

Legal and privacy: sarah@niaimpactinvest.comSupport: hello@niaimpactinvest.com

Version history

  1. v1.1Across the legal set — Version 1.1, effective 6 September 2026: a wording and link tidy-up of version 1.0. Nothing is taken away and nothing new is asked of you; the only change to what the Terms require is one new commitment by Nia, in clause 21.1, which section 21.3 makes effective on publication, so no one is asked to accept again. Privacy Policy section 7: the GitHub row now says the database backup job is not running on a schedule at present, as sections 9 and 10 already said; the opening sentence of section 7 is reworded by one word. Privacy Policy sections 9 and 10: the database-backup sentences now say the off-site copies were taken from 1 to 3 September 2026 and the job is not running on a schedule; the promise itself is unchanged. Sub-processor list: Resend's legal entity is written as Plus Five Five, Inc. Terms 21.1: Nia still provides a copy of any earlier version on request, and now commits to 10 business days where the request is made in writing — the same turnaround as an export under 7.8. All documents: the legal hub and the versions page are linked from the site footer. The Cookie Notice, the AI-processing page and the German summaries carry no text change and are re-issued as 1.1 so the set shares one version.
  2. v1.0Version 1.0, effective 4 September 2026: the first published version, adopted by Nia Impact Invest. It supersedes the draft of 2 September 2026. Later revisions will be listed here with a summary of what changed.

All versions