Managed Customer Support

1. How These Terms Fit Together

Three documents govern Managed Customer Support:

• Our Terms of Service — the umbrella agreement covering everything Celium does for you. Section 15 introduces this service.
• These Service Terms — the operational detail of how the service actually works.
• Your Service Order — your specific scope, price, hours, dates and approval limits, accepted in your Celium dashboard.

Where they conflict, the order of precedence is: your Service Order first, then these Service Terms, then the general Terms of Service.

These Service Terms apply only while you have an active Service Order for Managed Customer Support. Nothing here changes your fulfillment arrangement.

2. What the Service Is

Managed Customer Support means we handle your customer conversations, and the administrative work those conversations create, on your behalf.

Depending on what your Service Order includes, that typically covers:

• Customer enquiries — monitoring your agreed channels and responding to retail and wholesale customers.
• Order administration — capturing wholesale and manual orders in Celium, amending them, and following them through to dispatch.
• Quotes and availability — answering pricing and stock questions using the information you've given us.
• Dispatch coordination — liaising with our warehouse team and couriers on your orders, and updating your customers.
• Escalation — bringing you anything that needs your decision.

Your Service Order is the definitive list. If something isn't on it, it isn't included.

What Isn't Included by Default

Unless your Service Order expressly says otherwise, the service does not include:

• Issuing invoices and chasing outstanding payment. We'll answer a customer's question about an invoice, but collections stay with you unless your Service Order says otherwise.
• Active sales prospecting, cold outreach or lead generation.
• Bookkeeping, accounting or tax work.
• Production planning, manufacturing coordination or supplier management.
• Stock forecasting or purchasing decisions.
• Marketing, content or social media management.
• Reconstructing or reconciling historic records.
• Building automations, migrating systems or bulk data clean-ups.
• After-hours, weekend or public holiday cover.

3. Our Authority & Your Approvals

Section 13 of our general Terms says we're an independent contractor with no authority to act on your behalf. Managed Customer Support is the deliberate exception to that, and it's a narrow one.

• By accepting a Service Order, you appoint us to communicate with your customers and administer your orders only to the extent that Service Order sets out.
• This is a limited operational mandate. It doesn't make us your agent generally, doesn't let us sign contracts for you, doesn't let us bind you to new commercial commitments, and doesn't make us the seller of your products.
• Your Service Order contains an approval table setting out what we can decide ourselves and what we must bring to you.
• Where something isn't covered by that table or by a written policy you've given us, we ask you first.

How the Approval Table Works

Each Service Order sets its own limits. As a general shape, it looks like this:

Escalation

• You nominate at least one person who can make decisions, and a channel we can reach them on.
• We'll flag anything urgent — a serious complaint, a legal threat, a safety issue, a payment dispute — as soon as we see it.
• If we can't get a decision from you, we hold the matter and tell the customer we're checking. We won't guess on your behalf, and we're not responsible for delays caused by waiting on you.

4. Who Does the Work

• The service is delivered by Celium employees and contractors. We choose who works on your account and may change that at any time.
• Named individuals aren't guaranteed — people take leave and roles change. We'll always keep the service covered.
• We use software and AI tools to draft, triage, translate and summarise. A person remains accountable for what goes out, and we don't hand decisions to automation that your Service Order says need approval.
• We're responsible for the service regardless of who or what we use to deliver it.
• We may sub-contract parts of the service, and remain responsible for anyone we sub-contract to.

5. Your Customers' Personal Information (POPIA)

Running your customer support means handling your customers' personal information. Under POPIA, you are the responsible party and we act as your operator.

• On your instruction only. We process your customers' personal information solely to deliver this service and on your documented instruction — which includes your Service Order, your written policies, and the ordinary operation of the Celium platform.
• Purpose limitation. We won't use your customer data for our own marketing, won't sell or rent it, and won't share it with other vendors or make it available on any partner store.
• Confidentiality. Everyone we let near your customer data is bound by confidentiality obligations and only gets the access they need to do the work.
• Security. We maintain reasonable technical and organisational safeguards appropriate to the information — access control, individual logins, encryption in transit, and audit logging of actions taken in Celium.
• Sub-operators. We may use sub-operators (for example our email, messaging, hosting and AI providers). We remain responsible for their processing, and we'll bind them to obligations no weaker than these.
• Data subject requests. If one of your customers asks us to access, correct or delete their information, we'll pass it to you promptly and help you respond. The decision is yours.
• Breach notification. If we become aware of a compromise affecting your customers' personal information, we'll notify you without undue delay and give you what you need to meet your own notification obligations.
• Cross-border. Some of our providers process data outside South Africa. Where they do, we use providers who offer an adequate level of protection.
• On termination. When the service ends we stop processing your customer data for this purpose, and return or delete it on request — except where we're legally required to keep records, or where the information also forms part of the ordinary fulfillment records covered by section 8 of our general Terms.

You remain responsible for having a lawful basis to collect your customers' information in the first place, and for your own privacy notice.

6. Service Hours & Response

• Your Service Order sets the cover you get. That's normally a window of around six hours a day, Monday to Friday — usually somewhere between 8am and 4pm, but the exact hours move with the day rather than being fixed.
• It's a daily window, not a shift. We're not sitting on your channels for a continuous block between set times, and we don't work public holidays unless your Service Order says otherwise.
• Outside that window we're not monitoring your channels. Messages that arrive after it are picked up the next working day.
• We aim to respond to customer enquiries within one working day. That's a target we work to, not a guaranteed service level, unless your Service Order specifically sets one.
• We'll tell you in advance about planned closures (year-end, public holidays) so you can decide how to cover them.

7. What We Need From You

• Access to the channels and systems we're managing — your shared support inbox, messaging platform, store admin, Celium, and accounting system where relevant. Wherever possible, give us our own named logins rather than shared passwords, so every action is attributable.
• Written policies for the decisions we'll be making: refunds, returns, discounts, wholesale pricing, damaged and missing parcels, stock shortages, complaints, and any product claims we're allowed to repeat. Where invoicing and collections are in scope, we'll need your credit and late-payment terms too.
• A named approver who can make decisions, and a reasonable turnaround when we escalate.
• Accurate information — product details, pricing, lead times and stock. We can only tell your customers what you've told us, and we're not responsible for the consequences of information that was wrong when you gave it to us.
• Prompt notice of change — new products, price changes, promotions, packaging changes, supply problems. If your customers know before we do, we can't do our job.

If we can't get access, policies or decisions from you, we'll tell you what's blocked. The service fee still applies — we've reserved the capacity either way.

8. Scope, Growth & Extra Work

Every request falls into one of three buckets:

• Included — routine work listed in your Service Order. No extra charge.
• Additional recurring work — something ongoing that isn't in your Service Order. This needs a written amendment to your Service Order, usually with a change to the fee.
• One-off projects — database clean-ups, migrations, automation builds, historic reconciliation. Quoted separately. We don't start until you've accepted the quote.

If the day-to-day workload grows well beyond what we scoped, we'll raise it with you and propose an adjustment. We'd rather have that conversation than quietly absorb the work or quietly let things slip.

9. How We Measure Usage

Where your Service Order prices the service partly on the volume we handle, this is how that's calculated.

• By default, all your orders count — whichever channel they came through. While we're running your customer support we're carrying the whole relationship, and an order placed on your store still generates the delivery questions, changes and follow-ups that come to us.
• Your Service Order can narrow this where the scope is genuinely partial — for example wholesale orders only. If it lists specific order types, only those count.
• Imported historical records are never counted, since they aren't orders anyone worked.
• Qualifying value excludes VAT, delivery charges, refunds, cancelled orders, complimentary orders and discounts.
• We calculate it from the records in Celium after month end, and you can see the underlying orders in your dashboard.
• If you think a calculation is wrong, tell us within 14 days of the invoice and we'll go through it with you.

10. Fees & Invoicing

• Fees are set out in your Service Order and are separate from your fulfillment and shipping fees.
• The service fee is invoiced in advance. It reserves our team's capacity for that month, so unlike the fulfillment invoicing in section 7 of our general Terms, it's billed before the month rather than after it.
• Where your Service Order includes a usage-based portion, we calculate it after month end and invoice any difference above what you've already paid.
• Invoices are due on receipt unless your Service Order says otherwise.
• The minimum fee is a minimum, not a deposit — it isn't refundable or carried forward if a month turns out quieter than expected.
• Fee changes follow the same notice we give elsewhere: at least 14 days, agreed with you in writing.

11. Liability

• We'll deliver the service professionally, in good faith, and with reasonable skill and care.
• We don't guarantee sales, revenue, growth, customer retention or any commercial outcome. This is an operational service.
• We're not liable for a customer's decision, for a customer choosing to go elsewhere, or for a dispute arising from information you gave us that was incorrect.
• Our liability for this service is subject to the same overall liability cap as the rest of our agreement — see section 9 of our general Terms of Service.
• You indemnify us against claims arising from us acting within the authority your Service Order gave us, from your products, or from instructions and information you provided.
• Nothing here limits liability that can't lawfully be limited, including under the Consumer Protection Act.

12. Suspension & Termination

• Either of us can end Managed Customer Support on the notice period in your Service Order. If it doesn't specify one, 30 days' written notice applies.
• Where your Service Order runs for a fixed or pilot period, it ends on that date unless we both agree in writing to extend or replace it.
• This service can be paused or ended on its own. If the service fee goes unpaid we may pause Managed Customer Support without freezing your fulfillment. Equally, ending this service doesn't affect your fulfillment arrangement.
• We may suspend the service immediately if we're asked to do something unlawful, misleading, or outside what we're willing to say to a customer on your behalf.
• On termination we hand back access, stop acting on your behalf, and pass over open conversations and outstanding items so you can pick them up cleanly.
• Fees for the notice period remain payable. Fees already invoiced in advance for a month that's underway aren't refunded pro rata unless we've agreed otherwise.

13. Changes to These Terms

We may update these Service Terms from time to time. We'll give you at least 14 days' notice of any material change, and your continued use of the service after that means you accept it. If a change materially reduces what you're getting and you don't want to continue, you can end the service on notice without penalty.

14. Governing Law

These Service Terms are governed by South African law and follow the dispute process in section 13 of our general Terms of Service.