Skerply — Terms of Service

Effective: 21 May 2026. Last updated: 21 May 2026. Version 1.0.

These Terms of Service ("Terms") govern your access to and use of the Skerply Azure Managed Application and related services (the "Service") provided by GreyStack (Pty) Ltd, a private company incorporated in the Republic of South Africa (registration number 2026/016718/07) ("we", "us", "Skerply"). By subscribing to the Service through the Microsoft Commercial Marketplace, or otherwise installing or using the Service, you ("Customer") agree to these Terms.

1. The Service

1.1 Skerply is a cost-intelligence software product delivered as an Azure Managed Application. It is deployed inside the Customer's Azure subscription and analyses the Customer's Azure billing and resource inventory to surface cost-saving recommendations.

1.2 The Service is read-only with respect to the Customer's Azure resources. Skerply does not have permission to modify Customer resources and will not do so. The Customer alone decides whether to act on any recommendation produced by the Service.

1.3 The Service may use generative AI models (Azure OpenAI) to produce recommendation reasoning. AI-generated content is subject to the disclaimer in clause 9.

2. Subscription, deployment and access

2.1 The Customer subscribes to the Service via a plan offered on the Microsoft Commercial Marketplace.

2.2 The Customer is responsible for:

(a) granting the Service's Managed Identity the read-only Azure roles listed in the in-product onboarding wizard (currently Cost Management Reader and the Microsoft Graph permissions User.Read.All, Group.Read.All, GroupMember.Read.All); (b) maintaining the Azure subscription into which Skerply is deployed in good standing with Microsoft; (c) the actions of users to whom the Customer grants access to the Skerply dashboard.

2.3 We will use commercially reasonable efforts to keep the Service available, but we do not warrant uninterrupted availability. The Service depends on Microsoft Azure (including Azure Cost Management, Azure Monitor, Azure Resource Graph, Microsoft Graph, the Azure Retail Prices API and Azure OpenAI); any outage or change in those services may affect the Service.

3. Fees and metered billing

3.1 The Customer is billed by Microsoft through the Marketplace for the Service. The amounts billed comprise:

(a) the monthly base fee for the plan to which the Customer is subscribed; and (b) the savings share calculated under clause 4.

3.2 The Customer is independently responsible for all Azure consumption charges arising from the resources Skerply deploys into the Customer's subscription (Azure Container Apps, Azure Functions, Azure SQL Serverless, Azure OpenAI, Azure Key Vault, Application Insights, Azure Communication Services and supporting components). Those charges appear on the Customer's normal Azure invoice and are not part of the fees payable to us.

3.3 Where the in-product configuration suppresses the base fee (currently: monthly identified savings less than US$200), no base fee is billed for that month. The methodology is documented in the dashboard and may be amended on 30 days' notice.

4. Savings share

4.1 For months in which a savings share applies under the Customer's plan, the savings share is calculated as:

savings_share = max(0, baseline_monthly_spend − current_month_settled_spend) × plan_share_percentage

where:

(a) baseline_monthly_spend is the arithmetic mean of the three (3) full calendar months of Azure spend in the Customer's subscription immediately preceding the date Skerply was first activated, locked immutably at that activation and not recalculated thereafter; (b) current_month_settled_spend is the Customer's Azure subscription spend for the billing month, read from Azure Cost Management, excluding any billing day that has not yet settled in Azure Cost Management; and (c) plan_share_percentage is the percentage stated on the Customer's plan (typically 50% for months 1–6 under the standard direct plan; the partner plan applies a different percentage under the Partner Addendum).

4.2 The savings share is calculated and metered to Microsoft monthly in arrears. The Customer can inspect the calculation inputs on the Skerply dashboard.

4.3 Re-baselining. The baseline is intended to be permanent for the life of the subscription. If the Customer materially alters the workload running in the subscription (for example, exits a major application), the Customer may request a re-baseline. Re-baselining is at our sole discretion, is audited, and applies prospectively only.

4.4 Currency. All calculations are performed in the Customer's reporting currency as returned by Azure Cost Management. Cross-currency aggregation is not performed.

5. Fair use of the savings-share model

5.1 The savings-share model is intended to align our incentives with the Customer's. The Customer agrees not to:

(a) artificially inflate the baseline by deliberately overspending in the three months prior to activation; (b) artificially deflate the current month's spend by moving workloads out of the subscription for the purpose of triggering a higher savings share, while continuing to operate substantively the same workloads in other subscriptions or environments controlled by the Customer or its affiliates; (c) decommission resources for a single month and then redeploy them in the following month for the purpose of repeatedly triggering savings shares; (d) prevent Skerply from reading the data required for the calculation (e.g. by revoking the Cost Management Reader role mid-month) and then disputing the calculation produced by alternative means; or (e) misrepresent which resources are within scope of the subscription, including by deploying significant workloads into resource groups deliberately excluded from Skerply's scan filters.

5.2 We may, acting reasonably, suspend savings-share billing for any month in which we have a good-faith concern that any of clauses 5.1(a)–(e) has occurred, pending reconciliation with the Customer. The base fee and the Customer's underlying Azure charges are not affected by such a suspension.

5.3 If, after reconciliation, we determine that the fair-use clause has been breached, we may adjust the savings-share figure for the affected month or months on a reasonable basis (for example, using a comparable subscription's spend pattern as a proxy baseline). Any such adjustment is itemised and notified to the Customer in writing.

5.4 Repeated or material breach of clause 5.1 is a material breach for the purpose of clause 11.

6. Recommendations are advisory only

6.1 Each recommendation produced by the Service is advisory. The Customer is solely responsible for evaluating each recommendation against the Customer's operational, contractual, regulatory and security requirements before deciding whether to act on it.

6.2 No recommendation constitutes financial, tax, legal, regulatory, engineering or operational advice.

6.3 The recommendation reasoning may be generated by a large language model. We employ schema validation, pricing-source enforcement and a multi-agent debate process designed to reduce error, but we do not warrant that any recommendation is accurate, complete or suitable for the Customer's circumstances. See clause 9.

6.4 By design the Service does not execute changes against Customer resources. Any action taken in reliance on a recommendation is the Customer's act.

7. Customer data and data residency

7.1 The Service is architected so that the Customer's billing, inventory, telemetry and recommendation data remain inside the Customer's own Azure subscription, including when processed by Azure OpenAI. Detail is set out in the Privacy Policy.

7.2 The only datum that crosses the boundary of the Customer's subscription is the monthly savings-share figure described in clause 4 (a single decimal amount per customer per month, plus the corresponding metering event metadata required by Microsoft Commercial Marketplace).

7.3 The Customer warrants that it has the necessary rights and authorisations to grant the access set out in clause 2.2.

8. Intellectual property

8.1 As between the parties, we own all intellectual property rights in the Service, including the dashboard, the agent prompts, the calculation methodology, and any reports the Service generates. The Customer is granted a non-exclusive, non-transferable, non-sublicensable right to use the Service during the term of the subscription.

8.2 The Customer owns its own Azure data. Recommendations and reports the Service generates from the Customer's data are made available to the Customer for the Customer's internal business use.

8.3 The Customer agrees not to (a) reverse engineer, decompile or disassemble the Service except to the extent permitted by applicable law; (b) resell or sublicense access to the Service other than under the Partner Addendum; or (c) use the Service to build a competing product.

9. Disclaimers and warranties

9.1 To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", without warranty of any kind, express, implied or statutory, including (without limitation) any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy or completeness.

9.2 Without limiting clause 9.1, we do not warrant:

(a) that any recommendation is accurate, current, complete, suitable, or that acting on it will reduce the Customer's Azure spend; (b) that the pricing data sourced from the Azure Retail Prices API is current at the moment the Customer acts; (c) that AI-generated content is free of error, omission or hallucination, notwithstanding the safeguards described in clause 6.3; or (d) that the Service will be uninterrupted or error-free.

9.3 Nothing in these Terms excludes or limits any warranty that may not lawfully be excluded or limited.

10. Limitation of liability

10.1 Liability cap. To the maximum extent permitted by applicable law, our total aggregate liability to the Customer under or in connection with these Terms or the Service, whether in contract, delict/tort, by statute or otherwise, is limited in any 12-month period to an amount equal to the fees actually paid by the Customer to us via the Marketplace in the three (3) months immediately preceding the event giving rise to the claim.

10.2 Exclusion of indirect loss. To the maximum extent permitted by applicable law, neither party is liable for any (a) loss of profit; (b) loss of revenue; (c) loss of business or opportunity; (d) loss of anticipated savings; (e) loss, corruption or unavailability of data; or (f) any indirect, consequential, special, exemplary or punitive loss or damage, in each case howsoever arising and even if advised of the possibility of such loss.

10.3 Carve-outs. Clauses 10.1 and 10.2 do not exclude or limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence; (d) the Customer's payment obligations under clause 3; or (e) any other liability that cannot be excluded or limited under applicable law.

11. Term and termination

11.1 These Terms commence on the date the Customer first subscribes to the Service through the Marketplace and continue for so long as the Customer's Marketplace subscription is active.

11.2 Either party may terminate the subscription at any time through the Marketplace's standard cancellation flow.

11.3 We may terminate or suspend the subscription with immediate effect on written notice if the Customer (a) materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice; or (b) repeatedly breaches clause 5 (fair use).

11.4 On termination:

(a) the Customer's right to use the Service ceases; (b) the Service is uninstalled from the Customer's Azure subscription per the standard Managed Application uninstall flow. All resources Skerply deployed are deleted; the Customer's own Azure resources are unaffected; (c) we retain the savings-share figures and metering metadata already submitted to Microsoft for billing purposes; we do not retain Customer billing detail, inventory detail, recommendations or debate transcripts; (d) accrued fees up to the date of termination remain payable; (e) clauses 6, 7, 8, 9, 10, 12, 13 and 14 survive.

12. Confidentiality

12.1 Each party shall keep confidential any information of the other party identified as confidential or reasonably understood to be confidential, and use such information only for the purpose of performing under these Terms.

12.2 The obligation in clause 12.1 does not apply to information that is public knowledge through no fault of the receiving party, was already known to the receiving party free of obligation of confidence, was independently developed, or must be disclosed under applicable law (provided that, where lawful, the receiving party gives the disclosing party reasonable prior notice).

13. Changes to these Terms

13.1 We may amend these Terms from time to time. We will notify the Customer of material amendments not less than 30 days before they take effect, by email to the recipients configured in the dashboard. If the Customer does not accept a material amendment, the Customer's sole remedy is to terminate the subscription before the amendment takes effect.

14. General

14.1 Governing law and jurisdiction. These Terms are governed by, and construed in accordance with, the laws of the Republic of South Africa. The courts of Johannesburg, South Africa have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, save that we may bring proceedings to enforce our intellectual-property rights in any court of competent jurisdiction.

14.2 Entire agreement. These Terms, together with the Privacy Policy, the in-product Recommendations Disclaimer, the Marketplace plan details, and (where applicable) the Partner Addendum, constitute the entire agreement between the parties.

14.3 Assignment. The Customer may not assign these Terms without our prior written consent. We may assign these Terms to any successor in connection with a sale of substantially all of our assets or a merger.

14.4 Notices. Notices to us must be sent to legal@skerply.com and, where formal service is required, to our registered office set out below. Notices to the Customer may be given by email to the recipients configured in the dashboard.

14.5 No partnership. Nothing in these Terms creates a partnership, agency or employment relationship between the parties.

14.6 Severability. If any provision of these Terms is held unenforceable, the remainder remains in force.

GreyStack (Pty) Ltd Registration number 2026/016718/07 Incorporated in the Republic of South Africa Registered address: Sandton, Johannesburg 2196, Republic of South Africa DUNS: 366868478