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Governing Law & Jurisdiction

This Governing Law & Jurisdiction Policy establishes the legal framework governing all relationships, agreements, and disputes between Ruka (Pty) Ltd and its clients, partners, users, and suppliers.

Effective Date: 1 October 2025
Company: Ruka (Pty) Ltd (“Ruka”, “we”, “us”, “our”)
Website: https://www.ruka.co.za
Email: legal@ruka.africa

1. Purpose of This Policy

This Governing Law & Jurisdiction Policy establishes the legal framework governing all relationships, agreements, and disputes between Ruka (Pty) Ltd and its clients, partners, users, and suppliers. It applies to all Ruka products and services, including SmartChat, SmartBook, SmartTrack, SmartNudge, SmartHealth, and all current and future platforms, modules, or integrations offered by Ruka. This document ensures legal clarity and consistency across all jurisdictions where Ruka operates or provides services.

2. Applicable Law

All Ruka agreements, policies, and transactions are governed by and interpreted in accordance with the laws of the Republic of South Africa, without regard to conflict-of-law principles. Where Ruka operates in or provides services to clients in other jurisdictions, the laws of South Africa shall remain the controlling legal framework unless otherwise specified in a written agreement between Ruka and the client.

3. Contractual Jurisdiction

By engaging with Ruka or using any of its products or services, all parties agree that: The courts and tribunals of South Africa have exclusive jurisdiction to adjudicate any disputes arising from or relating to Ruka's Services, contracts, or policies. Any action or proceeding may only be brought before the High Court of South Africa (Gauteng Division) or an appropriate regional division thereof. All legal proceedings shall be conducted in English. Clients and partners outside South Africa expressly waive any objection to South African jurisdiction and venue for purposes of enforcing these terms.

4. Arbitration Agreement

In the event of a dispute that cannot be resolved amicably through negotiation, the parties agree to refer the matter to binding arbitration administered by the Arbitration Foundation of South Africa (AFSA). The arbitration will take place in Johannesburg, South Africa. The language of arbitration shall be English. The decision of the appointed arbitrator shall be final and binding on all parties. The costs of arbitration shall be borne equally by the parties unless otherwise determined by the arbitrator. Arbitration may be used for disputes involving clients, partners, suppliers, or other entities engaged with Ruka. Nothing in this clause prevents Ruka from seeking urgent interim relief (such as an interdict) from a competent court where necessary to protect its rights or prevent irreparable harm.

5. International Clients and Cross-Border Operations

Ruka operates globally but is legally domiciled in South Africa. For international clients: Contracts are formed under South African law, regardless of the client's location. Disputes will be governed and resolved under the same legal framework and arbitration process described herein. Ruka may, at its discretion, elect to recognize local consumer protection laws if doing so does not materially conflict with South African law. All international payments, fees, and refunds are governed by South African financial regulations and exchange control laws.

6. Compliance with Local Regulations

While South African law governs Ruka's legal agreements, clients are responsible for ensuring that their own use of Ruka's products complies with local laws in their jurisdiction, including but not limited to: Data protection and privacy laws. Communication and marketing regulations. Consumer protection requirements. Restrictions on AI, automation, or electronic messaging. Ruka assumes no liability for non-compliance by clients with laws applicable in their own countries.

7. Venue for Legal Notices

All legal notices, summonses, or official correspondence to Ruka must be delivered in writing to:

Legal Department – Ruka (Pty) Ltd

Email: legal@ruka.africa

Location: Johannesburg, South Africa

Notices sent by email will be deemed received within one (1) business day of transmission unless otherwise proven.

8. Severability

If any provision of this policy or any Ruka agreement is found invalid or unenforceable by a competent authority, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect.

9. Waiver

No relaxation, extension of time, or failure by Ruka to enforce any provision of its agreements shall constitute a waiver of any rights, nor shall it limit Ruka's ability to enforce its rights at a later stage.

10. Entire Legal Framework

This Governing Law & Jurisdiction Policy forms part of Ruka's broader legal framework, which includes: Universal Terms & Conditions, Privacy Policy, Cancellation Policy, Refund Policy, Service-Level Agreement (SLA). These documents collectively govern all relationships between Ruka and its clients, users, and partners. By continuing to use Ruka's Services, you acknowledge that you have read, understood, and agree to this policy.