Bedrock Registryby Bedrock Advisory

Terms of service

Version 2026-11. These terms apply between Bedrock Advisory (Pty) Ltd (registration 2022/829263/07, "Bedrock", "we") and the company or person that subscribes ("you").

1. The service

Bedrock Registry is a hosted service for keeping securities registers and company secretarial records of companies in South Africa, Kenya, Nigeria and Botswana: registers, share certificates with QR verification, corporate action workflows with resolutions, cap tables, a compliance calendar and a holder portal. It is provided over the internet only. Nothing is installed on your systems and no copy of the software is supplied.

The service does not match buyers and sellers of securities, does not hold client money and does not file with any registry or tax authority on your behalf, unless a Managed engagement says so. It is a record-keeping and document tool: it does not give legal, tax or investment advice. The company remains responsible for what it records, for its decisions and for its statutory filings.

2. Accounts and security

You are responsible for the people you invite and the roles you give them. Company administrators, approvers and Bedrock staff must use two-factor sign-in. Keep passwords and recovery codes secret and tell us at once at africa@bedrockadvisory.africa if you suspect misuse.

3. Free trial

A new account has a 14-day free trial with every feature and no card. If no plan is paid for when the trial ends, the account becomes read-only: you can still view and export everything.

4. Plans, prices and holder limits

Plans and prices are as shown on the pricing page when you subscribe. Plans differ only by the number of holders and companies. A holder is anyone holding shares, SAFEs, convertible notes or loans, options, warrants, debentures or preference shares in the company; a person counts once per company. An additional company on the same account is charged at 50% of that company's plan. The Pro plan includes 100 holders per company and then US$2 per additional holder per month.

If a posting would take a company above its plan, we offer an upgrade charged pro rata for the rest of the current period. A posting that the law requires the company to make (for example registering a transfer that has been lodged, or shares issued on the exercise of an option or the conversion of an instrument) is never blocked: it is posted and the upgrade is then due. Downgrades take effect at the next renewal if the company's holders fit the lower plan.

5. Charges in rand

Prices are stated in US dollars. Bedrock is a South African merchant and charges cards in South African rand through Paystack. The rand amount is the dollar price multiplied by the day's mid-market US dollar to rand rate (from public reference rate sources), locked when you subscribe, renew or upgrade, and rounded up to the next R10. The invoice for each charge shows the dollar price, the rate, its source and the rand amount. Your card issuer may charge its own fees.

6. Payment, renewal and recurring charges

Monthly plans are charged monthly in advance and annual plans yearly in advance at 8 times the monthly price. By adding a card you authorise Bedrock to charge it through Paystack at each renewal, and for upgrades you ask for, at the amounts worked out under clause 5, until you cancel. Card details are held by Paystack; Bedrock keeps only a reference to the authorised card (encrypted), the card brand, the last four digits and the expiry date.

If a renewal charge fails we retry and notify you by e-mail. You keep full access for 7 days from the renewal date. After that the account is read-only until the open invoice is paid; your records stay available to view and export.

7. Cancellation and your records

You may cancel at any time from the billing page. The plan runs to the end of the period paid for; no refund is made for part of a period, except where the law requires one. After the plan ends, or immediately if you cancel during a trial or while payment is overdue, the account is read-only for 90 days so that you can export your records. After those 90 days your company records are deleted from the service (see the privacy notice for what is kept, for example invoices). Keep your own copy of the statutory registers: the company must keep them for the periods the law requires.

8. Your data

Your company's records are yours. You can export them at any time on every plan: registers as PDF, Excel and CSV, certificates as PDF, signed resolutions and the audit log. For the personal information in your registers you are the responsible party and Bedrock processes it as your operator under the Protection of Personal Information Act 4 of 2013 (POPIA) and the equivalent laws of Kenya, Nigeria and Botswana, only on your instructions and as these terms and the privacy notice describe. Bedrock keeps it confidential, secures it with appropriate measures (including encryption of sensitive fields and a tamper-evident audit log) and tells you without undue delay of any security compromise affecting it.

9. Bedrock's intellectual property

The software, calculation engines, statutory rule packs, document templates and their design are Bedrock's property and confidential. You receive a non-exclusive, non-transferable right for your authorised users to use the service during the subscription. You may not copy, download, decompile or reverse-engineer the service, extract the rule packs or templates, or use the service to build a competing product. The documents the service produces for your company (registers, certificates, resolutions, statements) may be used by your company without restriction.

10. Acceptable use

Do not use the service unlawfully, upload malicious code, probe or overload it, or record securities you are not entitled to record. We may suspend access that endangers the service or other customers, with notice where possible.

11. Availability and changes

We aim to keep the service available at all times and to schedule maintenance outside South African business hours. We may improve the service and update the rule packs as the law changes; actions keep the rule versions they applied. We will give you 30 days' notice by e-mail of a change to these terms or a price increase; it applies from your next renewal after the notice.

12. Liability

Bedrock is responsible for providing the service with reasonable skill and care. Bedrock is not liable for indirect or consequential loss, or for loss caused by inaccurate information entered by your users. Bedrock's total liability in any 12 months is limited to the fees you paid in those 12 months. Nothing in these terms limits liability that cannot be limited by law, or any right you have under the Consumer Protection Act 68 of 2008 where it applies.

13. Disputes and general

Tell us about any complaint at africa@bedrockadvisory.africa or +27 72 475 7667; we acknowledge it within 2 business days and aim to resolve it within 20 business days. A dispute not resolved that way may be referred by either party to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA); if mediation fails within 30 days, either party may refer it to arbitration under the AFSA rules, or go to court. A consumer keeps every right to approach a court, the National Consumer Commission or another body with jurisdiction. South African law governs these terms and, subject to that, the Western Cape Division of the High Court has jurisdiction. Notices to Bedrock go to africa@bedrockadvisory.africa and to the address for service below; notices to you go to the billing e-mail on your account. If a clause is unenforceable the rest remain in force.

14. Information under section 43 of the Electronic Communications and Transactions Act 25 of 2002