Terms of Service

1. Definitions

In these Terms, the following definitions apply:

• "Agreement" means these Terms of Service together with any Order Form or Statement of Work entered into between the parties.
• "Client" means the broker, insurer, MGA, UMA, or other entity that has entered into a commercial agreement with Polly for access to the Platform.
• "Client Data" means all data, including personal information, submitted to or processed by the Platform on behalf of the Client or its End Users.
• "End User" means a policyholder, insured party, or other individual who accesses a Client's white-label deployment of the Platform.
• "GWP" means gross written premium, being the total premium written by a Client on policies administered through the Platform.
• "Platform" means the Polly insurance administration software and all associated services, APIs, and documentation made available by Polly.
• "Polly", "we", "us", or "our" means Polly (Pty) Ltd, the operator of the Polly platform.
• "White-Label Deployment" means a configuration of the Platform presented under the Client's own brand, domain, and visual identity.

2. Agreement to terms

These Terms govern your access to and use of this website (polly.global) and, together with any executed Order Form, the Platform itself. By using this website, submitting a demo request, or accessing the Platform, you confirm that you have read, understood, and agree to these Terms.

We may update these Terms from time to time. Material changes will be communicated to Clients directly and to website visitors by updating the "Last updated" date above. Continued use after any update constitutes acceptance of the revised Terms.

3. Platform access

3.1 Account creation

Access to the Platform requires a valid Client agreement. Clients are responsible for all activity that occurs under their account, including the actions of their authorised users. Clients must ensure that account credentials are kept confidential and not shared with unauthorised persons.

3.2 Authorised users

Clients may provision access to their employees, contractors, and appointed representatives ("Authorised Users") subject to the user limits agreed in their Order Form. Each Authorised User must comply with these Terms. Clients remain responsible for ensuring that all Authorised Users do so.

3.3 Account security

You must notify us immediately at security@polly.global if you suspect any unauthorised access to your account. We are not liable for losses arising from compromised credentials where the Client has failed to take reasonable security precautions.

4. White-label licence

4.1 Licence grant

Subject to the Client's compliance with these Terms and timely payment of all fees, Polly grants each Client a non-exclusive, non-transferable, revocable licence to access and use the Platform, and to deploy it as a White-Label Deployment on the Client's own branded domain and to its End Users, for the duration of the Agreement.

4.2 Branding and white-label configuration

Clients may configure the Platform with their own logo, colour scheme, domain name, and communications identity. The underlying Polly platform, its architecture, and associated intellectual property remain the exclusive property of Polly. Clients must not represent to End Users that the software was developed by them, and must not remove or obscure any notices that Polly is required to include by law or regulation.

4.3 Sub-licencing

Clients may not sub-licence, resell, or otherwise transfer access to the Platform to third parties without prior written consent from Polly. Distribution to End Users through the Client's own white-label deployment does not constitute prohibited sub-licencing.

5. Acceptable use

You agree not to use the Platform or this website to:

• Process data relating to insurance products or risks that are not disclosed in your Order Form or that are unlawful in the relevant jurisdiction
• Circumvent, disable, or interfere with security features of the Platform
• Reverse-engineer, decompile, or attempt to derive the source code of the Platform
• Introduce malicious code, viruses, or disruptive software
• Access the Platform by automated means (scraping, crawling) other than through Polly's published APIs
• Impersonate Polly or any other person or entity
• Violate any applicable law or regulation, including those governing insurance, financial services, data protection, and anti-money laundering
• Use the Platform in any way that could damage, overburden, or impair its infrastructure

We reserve the right to suspend access immediately and without notice where we reasonably believe a material breach of this section has occurred.

6. Data and privacy

6.1 Ownership of Client Data

All Client Data remains the property of the Client. Polly processes Client Data solely as an Operator acting on the Client's instructions, as set out in the Data Processing Agreement ("DPA") which forms part of every Client agreement. Polly does not sell, share, or use Client Data for any purpose other than delivering the Platform.

6.2 Data Processing Agreement

All Clients must execute a DPA prior to live deployment of the Platform. The DPA governs the processing of personal information and sets out each party's obligations under POPIA and other applicable data protection legislation.

6.3 Client obligations

Clients are responsible for ensuring that they have a lawful basis for submitting personal information to the Platform, that their End Users are provided with appropriate privacy notices, and that the Client's own use of Client Data complies with applicable law.

6.4 Website visitors

Personal information collected through this website is handled in accordance with our Privacy Policy.

7. Intellectual property

All intellectual property rights in the Platform, including its source code, architecture, design, documentation, and trademarks, are owned exclusively by Polly or its licensors. Nothing in these Terms transfers any ownership of intellectual property to the Client.

Clients grant Polly a limited licence to use Client Data to the extent necessary to provide and improve the Platform. Polly may use anonymised, aggregated, non-identifiable data derived from Platform usage for benchmarking, product development, and analytics purposes.

8. Fees and payment

8.1 Pricing model

Polly's fees are calculated as a percentage of the Client's GWP administered through the Platform, as set out in the applicable Order Form. The applicable rate is determined by the Client's book size and the modules activated. Minimum commitment amounts may apply.

8.2 Reporting and invoicing

Clients must provide accurate GWP reporting on a monthly basis in the format specified by Polly. Invoices are issued in arrears and are payable within 30 days of the invoice date, unless otherwise agreed in the Order Form.

8.3 Late payment

Amounts not paid by the due date accrue interest at the prime lending rate of the First National Bank of South Africa plus 2%, calculated daily. Polly reserves the right to suspend Platform access for accounts that are more than 60 days in arrears, after providing 14 days' written notice.

8.4 Taxes

All fees are exclusive of VAT and any other applicable taxes, which will be added at the prevailing rate where required by law.

9. Availability

Polly targets Platform availability of 99.5% measured monthly, excluding scheduled maintenance windows communicated at least 48 hours in advance. Polly does not guarantee uninterrupted or error-free operation and is not liable for outages caused by third-party infrastructure, force majeure, or events outside its reasonable control.

We will notify Clients of material incidents within two hours of confirmation, and will provide root-cause reports for incidents affecting availability for more than four consecutive hours within five business days of resolution.

10. Confidentiality

Each party agrees to keep the other's confidential information - including pricing, technical architecture, Client Data, and business terms - strictly confidential and not to disclose it to any third party without prior written consent, except to employees or advisers who need to know it for purposes of the Agreement and who are bound by equivalent confidentiality obligations.

This obligation does not apply to information that: (a) is or becomes publicly known other than through breach of this clause; (b) was rightfully known before disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or a regulatory authority, provided that the disclosing party gives reasonable prior notice where legally permitted.

Confidentiality obligations survive termination of the Agreement for a period of three years.

11. Limitation of liability

11.1 Exclusion of consequential loss

To the fullest extent permitted by applicable law, Polly shall not be liable for any indirect, incidental, special, punitive, or consequential loss or damage, including loss of revenue, loss of data, loss of business, or loss of profit, even if advised of the possibility of such loss.

11.2 Cap on liability

Polly's total aggregate liability to a Client under or in connection with the Agreement, whether in contract, delict, or otherwise, shall not exceed the total fees paid by that Client to Polly in the 12 months immediately preceding the event giving rise to the claim.

11.3 Insurance obligations

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be limited. Polly does not act as an insurer or underwriter and is not responsible for any insurance obligations of the Client or its End Users.

12. Indemnity

Each Client agrees to indemnify and hold harmless Polly, its directors, employees, and agents from and against any claims, damages, losses, fines, penalties, and expenses (including reasonable legal costs) arising from:

• The Client's breach of these Terms or any applicable law or regulation
• The Client's processing of personal information in a manner not authorised by or compliant with applicable data protection law
• Any claims by End Users arising from the Client's conduct of its insurance business
• The Client's use of the Platform for any purpose not permitted under these Terms

13. Termination

13.1 Termination for convenience

Either party may terminate the Agreement on not less than 90 days' written notice, subject to any minimum term set out in the Order Form.

13.2 Termination for cause

Either party may terminate the Agreement immediately on written notice if the other party: (a) commits a material breach that is not remedied within 30 days of written notice specifying the breach; (b) becomes insolvent, enters into liquidation or business rescue, or ceases to carry on business; or (c) in Polly's case, where the Client uses the Platform in a manner that poses an immediate risk to security, regulatory compliance, or third parties.

13.3 Effect of termination

On termination, the licence granted under clause 4.1 ceases immediately. Polly will make Client Data available for export in a standard format for a period of 30 days following termination, after which it will be securely deleted unless a longer retention period is required by law. All accrued fees remain payable.

14. Governing law and dispute resolution

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa. The parties submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg, for the resolution of any disputes arising from these Terms.

Before commencing formal proceedings, the parties agree to attempt to resolve any dispute in good faith through negotiation between senior representatives within 30 days of either party giving written notice of the dispute. Nothing in this clause prevents either party from seeking urgent or interim relief from a court of competent jurisdiction.

15. General

• Entire agreement. These Terms, together with any executed Order Form and DPA, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior representations, agreements, and understandings.
• Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver. Failure by either party to enforce any provision of these Terms shall not constitute a waiver of the right to enforce that provision in future.
• Assignment. Clients may not assign or transfer any rights or obligations under these Terms without Polly's prior written consent. Polly may assign its rights and obligations in connection with a merger, acquisition, or sale of substantially all of its assets.
• Notices. All formal notices under these Terms must be in writing and sent to the other party's registered address or primary email address on file.
• Force majeure. Neither party is liable for delay or failure to perform obligations to the extent caused by events outside its reasonable control, including acts of God, government action, natural disaster, or widespread internet disruption, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.