This Operator Agreement ("Agreement") forms part of, and is subject to, the Niu Terms of Service between the parties. Where there is a conflict about the processing of personal information, this Agreement prevails.
trading as Niu, of Sandton, Johannesburg, Gauteng, 2196 (the "Operator"); and
[[CLIENT_ADDRESS]] (the "Responsible Party" or "Client").
each a "party" and together the "parties".
Effective date: 1 November 2026
Terms defined in POPIA (the Protection of Personal Information Act 4 of 2013) have the same meaning here, including personal information, processing, data subject, Responsible Party, Operator, special personal information and Regulator. "Customer Personal Information" means personal information that the Operator processes on behalf of the Client under this Agreement — principally information about the Client's own customers who contact the Client through the Niu service (callers, chat and message senders).
2.1 The Client is the Responsible Party for Customer Personal Information: it
determines the purpose and means of processing.
2.2 Niu is the Operator: it processes Customer Personal Information **only on
behalf of the Client and only in accordance with the Client's lawful documented instructions**, which are given through the Client's Niu configuration and this Agreement.
2.3 Niu will process Customer Personal Information only with the knowledge or
authorisation of the Client and will treat it as confidential (POPIA s20, s21(2)), except where required by law to do otherwise, in which case it will inform the Client first unless the law forbids it.
3.1 The Client warrants that it is entitled to provide the Customer Personal
Information to Niu and that it has a lawful basis under POPIA to process it and to have Niu process it (including, where required, the data subjects' consent and any notice to them under POPIA s18).
3.2 The Client is responsible for giving its own customers a privacy notice that
identifies Niu as an Operator and describes the processing (a template is available from Niu).
3.3 The Client is responsible for the content of its Niu configuration and the
instructions it gives, including which channels are enabled, retention periods, and whether call recording is switched on.
Niu will:
4.1 process Customer Personal Information only for the purpose of providing the
service and only on the Client's documented instructions;
4.2 collect the minimum necessary, and redact personal details from
transcripts and logs before storing them;
4.3 not record calls unless the Client switches recording on and has supplied
lawful, approved consent wording that is played to callers before any recording starts;
4.4 keep the Client's data isolated from that of every other client;
4.5 not use Customer Personal Information for its own purposes, and not sell
it or use it to train third-party models beyond what is strictly necessary to provide the service; and
4.6 ensure that each person it authorises to process Customer Personal Information is
subject to a duty of confidentiality.
5.1 Niu will secure the integrity and confidentiality of Customer Personal
Information by taking appropriate, reasonable technical and organisational measures, including: encryption of stored personal information; encrypted connections in transit; access on a least-privilege basis; hashed passwords and optional two-factor authentication; audit logging; tenant isolation; and regular review of risks.
5.2 Niu will maintain measures at least to the standard described in Schedule 2
(Security Measures) and will not materially reduce them during the term.
6.1 The Client authorises Niu to appoint the sub-operators listed in Schedule 1
to process Customer Personal Information.
6.2 Niu will impose on each sub-operator, by written agreement, data-protection
obligations no less protective than those in this Agreement, and remains responsible to the Client for each sub-operator's performance.
6.3 Niu will give the Client reasonable prior notice of any intended new sub-operator
or replacement, and the Client may object on reasonable data-protection grounds.
7.1 Some sub-operators process Customer Personal Information **outside the Republic of
South Africa**, as shown in Schedule 1 (currently in the European Union and the United States).
7.2 Niu will ensure that such processing is subject to **binding written agreements
that provide protection substantially similar to POPIA. Where a transfer relies on a data subject's consent or on necessity for a contract with the data subject, the Client** is responsible for obtaining that consent or establishing that necessity.
8.1 Taking into account the nature of the processing, Niu will assist the Client with
appropriate technical and organisational measures to respond to data subjects exercising their POPIA rights (access, correction, deletion, objection).
8.2 On the Client's instruction, Niu will find, export or delete a specific data
subject's records within the Client's data, and confirm when done. Niu will tell the Client honestly where records cannot be located by identifier.
8.3 If Niu receives a request directly from one of the Client's customers, it will not
respond to it itself but will refer it to the Client without undue delay.
9.1 Niu will notify the Client without undue delay after becoming aware of any
reasonable belief that Customer Personal Information has been accessed or acquired by an unauthorised person, and will provide the information the Client needs to meet its own notification duties to the Regulator and affected data subjects.
9.2 Niu will take reasonable steps to contain and remediate the compromise and will
cooperate with the Client's investigation.
9.3 The **Client, as Responsible Party, is responsible for notifying the Regulator and
data subjects** as POPIA s22 requires; Niu supports it in doing so.
On reasonable written notice and no more than once a year (or after a security compromise, or if the Regulator requires), Niu will make available information reasonably necessary to demonstrate its compliance with this Agreement, subject to confidentiality and to protecting other clients' data.
11.1 On termination of the service, or on the Client's earlier written instruction,
Niu will, at the Client's choice, return or delete all Customer Personal Information and existing copies, unless the law requires it to be kept.
11.2 Backups are deleted on their ordinary expiry cycle; Niu will tell the Client when
backups containing the information will age out.
12.1 Nothing in this Agreement excludes or limits any liability that cannot be excluded
or limited by law.
12.2 Subject to 12.1, liability between the parties under this Agreement is governed by,
and subject to the exclusions and the aggregate cap in, the Terms of Service, which apply equally here. Nothing in those limits relieves either party of responsibility for its own compliance with POPIA, and each party remains liable for loss caused by its own breach of this Agreement.
This Agreement takes effect on the Effective date and continues for as long as Niu processes Customer Personal Information for the Client. Clauses that by their nature should survive termination (confidentiality, return/deletion, liability) survive it.
This Agreement is governed by the law of the Republic of South Africa, and the parties submit to the jurisdiction of its courts.
Subject-matter: provision of the Niu AI receptionist service. Duration: the term of the service. Nature and purpose: answering and handling the Client's customer enquiries across voice, WhatsApp, email and web chat; taking messages and leads; booking appointments; reporting to the Client. Types of data subject: the Client's customers and prospective customers who contact the Client. Categories of personal information: names; contact details (phone, email); the content of enquiries and messages; appointment details; call metadata; and, only if the Client enables it, call recordings. The Client must not configure the service to collect special personal information (e.g. health information) unless a specific written addendum is in place.
Authorised sub-operators:
| Sub-operator | Purpose | Location |
|---|---|---|
| Anthropic (Claude) | AI language model — the "brain" for every channel | United States |
| Telnyx | WhatsApp messaging (WhatsApp Business Cloud API) | United States |
| Vapi | AI voice calling (speech-to-text, text-to-speech and call carriage; engages its own speech sub-providers) | United States |
| Supabase | Database / storage | European Union |
| Render | Application hosting | European Union |
| The Client's own email provider (e.g. Google Workspace / Gmail) | Sending/receiving the Client's email that the AI answers | as set by that provider |
| Google (Google Calendar) | Calendar availability + writing bookings, only if the Client connects their Google Calendar | Google data centres (global) |
Niu keeps the authoritative, current list in its sub-processor register and will notify the Client of changes under clause 6.3.
Encryption of personal information at rest and in transit; access control on a least-privilege basis; hashed credentials and optional two-factor authentication; tenant isolation by client identifier; redaction of personal details from transcripts and logs; audit logging of administrative actions; automatic deletion at the end of configured retention periods; and periodic review of these measures.
For the Operator (ARA Automated Solutions, trading as Niu)
Name: __________________________ Signature: __________________________ Date: __________
For the Responsible Party ([[CLIENT_LEGAL_NAME]])
Name: __________________________ Signature: __________________________ Date: __________