Terms & Conditions

Grid Learning (Pty) Ltd Terms of Service

Effective Date: 5 December 2025

Please review these Terms carefully as they serve as an enforceable contract between us and contain important information about your legal rights, remedies, and obligations.

BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT ALL DISPUTES WILL BE RESOLVED THROUGH MANDATORY GOOD-FAITH NEGOTIATION AND MEDIATION BEFORE RESORTING TO LITIGATION IN THE SOUTH AFRICAN HIGH COURT, AS EXPLAINED IN THE DISPUTE RESOLUTION SECTION.

Grid Learning’s mission is to enable anyone, anywhere, to enhance their skills through structured learning. We enable users to create and share educational services (Instructors) and to access those educational services to learn (Students). We consider our marketplace model the best way to offer valuable educational services to our users. We need clear rules to keep our platform and services safe for you, us, and our entire community.

These Terms apply to all your activities on the Grid Learning website, mobile applications, APIs, and other related services (“Services”).

If you offer any educational services or otherwise act as an instructor on the Platform, you must also separately agree to the Instructor Agreement. We also provide details regarding our processing of personal data of our students and instructors in our Privacy Policy.

Our Instructor Agreement, Privacy Policy, and other Grid Learning policies applicable to your use of our Services are incorporated by reference into these Terms. Our website and apps cause communications about your browsing and app usage to be sent from you to third parties who provide essential services to Grid Learning. By using our Services, you consent to these communications.

1. Introduction and Acceptance

1.1 Parties and Company Disclosure

These Terms of Service (the “Agreement” or “TOS”) govern the use of the Grid Learning platform and all associated services (the “Service”).

The Service is provided by:

• Legal Name: Grid Learning (Pty) Ltd
• Trading As: Grid Learning (The same as the legal entity name)
• Registration Number: [Insert CIPC Registration Number Here]
• Registered Address: [Insert Full Registered Physical Address Here, as required by the ECT Act]
• Contact Email: support@gridlearning.com

1.2 Acceptance of Terms

By accessing, browsing, registering an account with, purchasing a course from, or otherwise using the Service in any manner, you (“User” or “you”) acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service, including all referenced sections and policies. If you do not agree to these Terms, you may not access or use the Service.

1.3 Age Restriction

The Service is intended for use by individuals who are at least eighteen (18) years old and have the full capacity to enter into a binding contract. If you are under the age of 18, you may only use the Service with the verifiable supervision and consent of a parent or legal guardian. The parent or guardian agrees to be bound by these Terms of Service and is responsible for all activities conducted by the minor on the platform.

1.4 Definitions

The following terms shall have the meanings set forth below throughout this Agreement:

• Service or Platform: Refers to the Grid Learning website, its mobile applications, and all associated technologies, tools, and content offered by Grid Learning (Pty) Ltd.
• User or You: Any individual accessing or using the Service, including Students and Instructors.
• Student: A User who enrolls in or purchases course content on the Platform for educational purposes.
• Instructor: A third-party individual or entity who licenses course content to the Platform for sale to Students.
• Content: All software, text, images, video, audio, course materials, and data available on or through the Platform, including Instructor Content.
• Affiliated Policies: Refers collectively to the separate Privacy Policy (governing data handling under POPIA) and the Pricing, Billing, Refund, and Cancellation Policy (governing financial transactions), both of which are incorporated herein by reference and must be accepted by the User.

2. User Accounts and Platform Conduct

This section establishes the rules for creating and maintaining accounts and for general conduct on the Platform.

2.1 Account Registration and Security

• Accurate Information: When you create an account with Grid Learning, you agree to provide true, accurate, current, and complete information as prompted by the registration form. You must maintain and promptly update this information.
• Unique Account: Your account is for your personal, non-commercial use only. You may not share your account or login credentials with any other person.
• Security: You are responsible for safeguarding your password and are solely responsible for all activities that occur under your account. You agree to notify Grid Learning immediately of any unauthorized use of your password or account or any other breach of security. Grid Learning cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation.

2.2 User Content and Responsibility

• User Content: The Service may allow you to post, link, store, share, and otherwise make available certain information, text, graphics, videos, or other material (“User Content”). You are entirely responsible for the User Content that you upload, post, or display on or through the Platform.
• Licensing of User Content: By posting User Content, you grant Grid Learning a royalty-free, perpetual, irrevocable, non-exclusive, worldwide license to use, modify, publish, translate, create derivative works from, distribute, and display such content in any media or format now known or hereafter developed.

2.3 Prohibited Conduct

You agree not to use the Service in any way that violates any law, infringes upon the rights of others, or is harmful to the Platform. Prohibited conduct includes, but is not limited to:

• Unlawful Activity: Using the Service for any unlawful purpose or in violation of any national or international law, regulation, or statute applicable in the Republic of South Africa.
• Harm to the Platform: Attempting to interfere with the proper working of the Service, including introducing viruses, worms, malware, or other malicious code.
• Intellectual Property Theft: Reproducing, duplicating, copying, selling, reselling, or exploiting any portion of the Service, the use of the Service, or access to the Content (including Instructor Content) without express written permission from Grid Learning.
• Impersonation: Impersonating any person or entity or misrepresenting your affiliation with a person or entity.
• Abuse and Harassment: Engaging in any conduct that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or invasive of another’s privacy.

2.4 Account Suspension and Termination

Grid Learning reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service without prior notice or refund if we believe, in our sole discretion, that you have breached these Terms or engaged in Prohibited Conduct.

3. Intellectual Property (IP) and Licensing

This section sets out the ownership and licensing rights for all content and materials on the Platform.

3.1 Platform Ownership

• Grid Learning Assets: All trademarks, service marks, logos, visual interfaces, graphics, design, computer code (including HTML, JavaScript, etc.), the structure and organization of the Service, and all proprietary elements of the Platform are exclusively owned by Grid Learning (Pty) Ltd and are protected by South African and international copyright, trademark, and patent laws.
• Prohibition: You may not copy, reproduce, modify, distribute, display, perform, or create derivative works of any part of the Platform or its proprietary assets without the express prior written consent of Grid Learning.

3.2 Instructor Content Ownership and Licensing

• Instructor Ownership: Instructors retain all ownership rights (including all intellectual property rights) in the Content they submit, license, or make available on the Platform (collectively, “Instructor Content”).
• Platform License Grant: By submitting Instructor Content, the Instructor grants Grid Learning a non-exclusive, worldwide, transferable, sublicensable, royalty-free, perpetual, and irrevocable license to host, use, reproduce, modify, adapt, publish, translate, distribute, publicly display, and publicly perform the Instructor Content in connection with operating, marketing, and promoting the Service and the Content itself.

3.3 Student License to Access Content

• Limited Access Grant: When a Student purchases or enrolls in a course on the Platform, Grid Learning grants the Student a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the course Content and associated materials for which they have paid all required fees.
• Scope of License: This license is granted solely for the Student’s personal, non-commercial educational purposes and is subject to full compliance with these Terms and any specific restrictions associated with the Content.
• Prohibited Use: Students are strictly prohibited from:
  • Sharing, selling, renting, transferring, or otherwise distributing any Content to any third party.
  • Reproducing, copying, or duplicating Content (including video files) for any purpose other than personal reference.
  • Using any Content in a manner that infringes on the intellectual property rights of Grid Learning or its Instructors.

3.4 Termination of License

Grid Learning reserves the right to terminate any license granted to access Content if the User breaches any of these Terms, including but not limited to, unauthorized sharing of Content or non-payment of applicable fees.

4. Pricing, Billing, Refund and Cancellation Policy

This section governs the pricing, payment, and procedures for cancellation and refunds related to the services provided by Grid Learning (Pty) Ltd (hereafter referred to as “Grid Learning” or “the Service”).

4.1 Pricing and Payments

4.1.1 Service Fees and VAT

• Currency and Tax: All prices displayed on the Grid Learning website are quoted in South African Rand (ZAR) and are inclusive of Value-Added Tax (VAT), unless expressly stated otherwise.
• Price Changes: Grid Learning reserves the right to adjust pricing for new subscriptions or at the time of renewal. We will provide customers with at least 30 calendar days’ notice of any increase in fees before they take effect.

4.1.2 Billing

• Payment Processor: All payments are processed via a secure, third-party payment gateway. Grid Learning does not store your full credit card details on its servers.
• Billing Cycle: For subscription plans, fees are charged to your chosen payment method on the date you sign up and automatically recur on the same day of each subsequent cycle (monthly or annually).
• Failed Payments: If payment fails, we will notify you and attempt a retry. If payment remains unsuccessful, we reserve the right to immediately suspend access to the Service until the outstanding balance is settled.

4.2 Subscription Plans and Renewal (CPA Section 14)

These plans are subject to the automatic renewal rules of the Consumer Protection Act (CPA).

4.2.1 Month-to-Month Subscriptions

These subscriptions will automatically renew each month unless you cancel. You may cancel at any time, effective at the end of the current paid billing cycle, without penalty.

4.2.2 Fixed-Term Subscriptions (Longer than one month)

• Renewal Notice (CPA Mandate): We will send you a written renewal notice via email between 3
• prior to the expiry date, detailing any changes to the terms or pricing.
• Automatic Rollover: Upon expiry, your subscription will not automatically renew for another fixed term. Instead, it will automatically continue on a month-to-month basis at the prevailing standard monthly rate unless you formally renew for a new fixed term or cancel the agreement.

4.3 Once-Off & Lifetime Access Plans

These plans involve a single, non-recurring payment and are not subject to the automatic renewal rules of CPA Section 14.

4.3.1 Fixed-Duration Once-Off Plans (Academic Courses)

These plans provide course access for a specified period (e.g., a semester or full academic year).

• Termination: Access will automatically terminate on the last day of the agreed-upon duration, and no renewal notice will be sent.

4.3.2 Professional Lifetime Access Plans

These plans provide perpetual, non-exclusive access to the course content for as long as Grid Learning operates the platform.

• Termination: Access only terminates if Grid Learning permanently discontinues the Service entirely, in which case we will provide 90 days’ written notice.

4.4 Cancellation and Refund Policy

4.4.1 Cooling-Off Right (ECTA Section 44)

• As the Service is sold online, you have the right to cancel your initial purchase for any reason and without penalty within seven (7) calendar days starting from the date of your first payment.
• If you exercise this right within the 7-day period, we will provide a full refund within 15 days of receiving your cancellation notice. This right applies only to your first subscription or once-off purchase.

4.4.2 Cancellation of Fixed-Term Subscriptions (CPA Section 14)

• Notice Period: You may cancel any fixed-term subscription at any time by providing twenty (20) business days’ written notice via email.
• Outstanding Amounts: You remain liable for any amounts owed to Grid Learning up to the effective date of cancellation.

4.4.3 Definition of Reasonable Cancellation Penalty

Upon cancellation of a fixed-term subscription, Grid Learning is entitled to impose a reasonable cancellation penalty, calculated in compliance with CPA Regulation 5(2).

• Penalty Cap: The cancellation penalty will not exceed 15% of the remaining subscription fee that would have been due had the contract run its full term.

4.4.4 Refunds for Defective Service (CPA Implied Warranty)

• You may be entitled to a pro-rata refund if the Service is materially defective or fails to perform as described.
• Definition of Material Defect: This includes, but is not limited to, the core learning platform being inaccessible for more than 72 consecutive hours or essential, paid-for course materials failing to load due to a system error on our part.

4.4.5 Impact of Refunds on Instructor Payouts

Grid Learning operates as a platform for third-party content creators.

• Refund Clawback: In the event a student receives a full or partial refund, Grid Learning reserves the right to deduct the full refunded amount (including the instructor’s revenue share) from the instructor’s next scheduled payout.
• Revenue Share Adjustment: For any course refunded under the 7-day ECTA Cooling-Off period or due to a Material Defect, the transaction will be treated as void, and the instructor will earn zero revenue from that specific transaction.

4.4.6 How to Request a Cancellation or Refund

To formally cancel or request a refund assessment, please send a written email request to:

Email: support@gridlearning.com Subject: CANCELLATION REQUEST – [Your Account Name] Please include your full name, account email, and a brief reason for cancellation to ensure prompt processing.

5. Instructor Terms (The Marketplace Model)

This section outlines the general terms governing the relationship between Grid Learning and the Platform’s content providers.

5.1 Independent Contractor Status

Instructors are independent contractors of Grid Learning and are not employees, agents, or partners of Grid Learning. Instructors are solely responsible for all taxes, fees, and expenses associated with the income they earn from the Platform. The specific terms of compensation and relationship are governed by a separate, binding Instructor Agreement.

5.2 Revenue Share and Payments

Payment to Instructors is subject to the Platform’s current revenue share model and payout schedule.

• The precise percentage of revenue share, payout thresholds, and payment methods are fully detailed in the separate Instructor Agreement.
• All payments are subject to deductions for refunds issued to Students, as detailed in the Pricing, Billing, Refund, and Cancellation Policy (Section 4).

5.3 Instructor Content Warranties

By submitting Content to the Platform, the Instructor warrants and represents the following to Grid Learning and to all Users:

• Ownership and Rights: The Instructor is the sole author and owner of the Content, or has the necessary licenses, rights, and consents to license the Content to the Platform and grant the licenses set forth in this TOS.
• Compliance: The Content does not infringe upon, violate, or misappropriate the Intellectual Property (IP), privacy, or any other rights of any third party.
• Accuracy and Legality: The Content is factually accurate, does not contain any false, misleading, or deceptive information, and complies with all applicable laws and regulations in South Africa and any other relevant jurisdiction.

5.4 Indemnification

The Instructor agrees to indemnify, defend, and hold harmless Grid Learning (Pty) Ltd and its directors, officers, agents, and employees from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising from or related to:

• Any breach of the warranties outlined in Section 5.3 (Instructor Content Warranties).
• Any claim that the Instructor Content infringes or violates the IP rights of a third party.

6. Liability and Warranties

6.1 “As Is” Disclaimer and Implied Warranties

The Service and all Content are provided on an “as is” and “as available” basis without any warranties of any kind, either express or implied, unless such warranties are legally incapable of exclusion.

• No Guarantee: Grid Learning does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not guarantee that access to the Content will be available perpetually, nor do we make any guarantees regarding the reliability, performance, or accuracy of the Service.
• Skill Outcome: Grid Learning makes no warranty regarding the results that may be obtained from the use of the Content, nor the professional qualifications or competency resulting from completing any course on the Platform.

6.2 Third-Party Content Disclaimer

• Grid Learning operates as a marketplace platform and does not verify the content, claims, opinions, or statements made by Instructors.
• We make no representations or warranties regarding the accuracy, quality, or completeness of any Instructor Content.
• Any reliance placed on such Instructor Content is strictly at your own risk. You acknowledge that Grid Learning shall not be liable for any loss or damage arising from your reliance on content provided by third-party Instructors.

6.3 Limitation of Liability

This limitation of liability is subject to the provisions of the Consumer Protection Act (CPA), which protects consumers against unfair contractual terms.

• Exclusion: To the fullest extent permitted by South African law, Grid Learning (Pty) Ltd, its directors, employees, and agents shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including, but not limited to, loss of profits, data, or goodwill, arising out of the use or inability to use the Service.
• Cap on Liability: If Grid Learning is found liable for any damages or losses arising out of your use of the Service, our liability shall be limited to the amount you paid to Grid Learning for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.

6.4 Non-Exclusion of Statutory Liability

• CPA Safeguard: Nothing in this Agreement shall be interpreted as excluding or limiting our liability for:
  • Gross negligence or wilful misconduct by Grid Learning (Pty) Ltd.
  • Any liability that cannot be excluded or limited under the mandatory provisions of the Consumer Protection Act (CPA) or any other applicable South African legislation.

7. Data Protection, POPIA, and Privacy

7.1 Reference and Acceptance of Privacy Policy

• Acceptance: By accessing or using the Service, you acknowledge that you have read, understood, and agree to the terms of the separate Privacy Policy of Grid Learning.
• POPIA Compliance: Our Privacy Policy governs the manner in which Grid Learning collects, uses, maintains, and discloses information collected from users of the Service, ensuring compliance with the Protection of Personal Information Act (POPIA).

7.2 Consent to Data Processing

• Required Consent: You hereby acknowledge and provide your explicit consent to Grid Learning to lawfully process your personal information as defined in the POPIA for the purpose of delivering the Service, including, but not limited to:
  • Account Management: Creating, maintaining, and securing your user account.
  • Billing and Payments: Processing transactions and managing subscriptions (handled by third-party processors).
  • Service Delivery: Tracking your course progress, issuing certificates, and providing personalized content access.
  • Communication: Sending essential service updates, notices regarding your account, and marketing communications (where separate marketing consent is obtained).
• International Transfer: You consent to the transfer of your personal data to, and the processing of your personal data in, jurisdictions outside of South Africa, where required for the purposes of platform operation, data storage, and service provision (e.g., cloud hosting). Grid Learning undertakes to ensure that any such transfer complies with the conditions set out in POPIA.

7.3 Data Subject Rights

You retain the rights afforded to you under POPIA, including the right to request access to the personal information we hold about you, and the right to request the correction, deletion, or destruction of your personal information, subject to any legal obligations Grid Learning may have to retain such data. All such requests must be submitted in writing via the contact details provided in our Privacy Policy.

8. General Provisions and Governing Law

This section ensures the legal structure of the agreement is sound and enforceable under South African law.

8.1 Governing Law and Jurisdiction

• Governing Law: This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of South Africa.
• Jurisdiction: The User irrevocably consents to the non-exclusive jurisdiction of the High Court of South Africa for the resolution of any dispute that may arise under or in connection with these Terms.

8.2 Dispute Resolution

• Mandatory Negotiation: In the event of any dispute or claim arising out of or relating to these Terms, the parties shall first attempt in good faith to resolve the dispute through direct negotiation.
• Mediation: If negotiation fails, the parties agree to seek resolution through formal mediation before resorting to any litigation. Mediation shall be conducted by a neutral mediator agreed upon by both parties in Johannesburg, South Africa.
• Cost: Each party shall bear its own costs in relation to mediation.

8.3 Amendments and Changes to the Terms

• Right to Amend: Grid Learning reserves the right, at its sole discretion, to modify or replace these Terms at any time.
• Notice of Material Changes: For any material changes that significantly affect the rights or obligations of the User, Grid Learning will provide a notice of at least thirty (30) days prior to the changes taking effect, usually via email or a prominent notification on the Platform.
• Continued Use: Your continued access or use of the Service after the revised Terms become effective constitutes your acceptance of the new Terms.

8.4 Entire Agreement

These Terms of Service, together with the incorporated Privacy Policy, constitute the entire agreement between you and Grid Learning (Pty) Ltd concerning the subject matter herein and supersede all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written.

8.5 Assignment

You may not assign, transfer, or sublicense these Terms or any rights or obligations hereunder, without Grid Learning’s express prior written consent. Grid Learning may assign these Terms, or any of its rights and obligations, without restriction.