1. The standard
terms of payment are on date of invoice, unless
otherwise agreed in writing.
PRICE
2. The prices
(unless otherwise specified) of the services rendered,
as detailed on the invoice is strictly nett. Where any
amount of money is referred to or a quote submitted as
part of the agreement, which does not specifically and
expressly state whether the amount of money is quoted
inclusive or exclusive of VAT, it will be presumed that
the amount quoted is exclusive of VAT.
3. Unless a definite
price has been expressly confirmed for the execution of
an order, the Company's normal price list ruling at the
date of delivery shall apply.
4. The prices are
subject to change from time to time. The Company shall
advise the Client, in writing, 30 (THIRTY) days prior to
any price changes.
PAYMENT
5. Payment shall be
made without any deduction or set-off at the address
indicated on the invoice, or directly into the company's
bank account by way of debit order or by electronic
transfer.
6. In the event of
the Client failing to make payment of any amount on the
due date, then the full outstanding amount in respect of
all services rendered shall immediately become due,
owing and payable.
7. Should payment of
any amount due not be paid within 10 (TEN) days after
the date of the invoice, the Company shall be entitled
to charge a once off penalty fee of 10% of the nett
value of the invoice.
8. The company shall
also be entitled to charge interest on all overdue
payments at the rate equal to 2% above the prime lending
rate charged by Standard Bank of South Africa from time
to time.
9. Should the debit
order be returned by the Client's bank for whatsoever
reason, the Company shall be entitled to charge a debit
order rejection fee.
OWNERSHIP
10. Ownership in the
products, systems and intellectual property supplied by
the Company shall remain vested in the Company.
WARRANTIES
11. The Company
makes no representations and/or guarantees that the
product, systems and/or intellectual property provided
are capable of being used for the purposes for which the
Client desires to use them.
12. The parties
shall not be liable to one another for delay in
performing or failure to perform, any obligations under
these terms and conditions if the delay or failure
results from circumstances beyond the reasonable control
of that party, including but not limited to force
majeure which shall include an act of God, governmental
act, fire, explosion, accident, war, armed conflict,
general labour unrest or civil war. The parties shall
use all reasonable endeavours to eliminate or minimise
the effect of delay resulting from such circumstance. In
any event if such circumstances should continue for more
than thirty (30) days, then the Company may terminate
the agreement without any further liability or
obligation on its part to the Client.
13. The Client
undertakes to ensure that all correspondence sent to any
of their subscribers by making use of the Company's
systems is solicited and complies with all necessary
laws and regulations of South Africa. Should it be
brought to the company’s attention that any
correspondence dispatched through the company’s system
is unsolicited, the company reserves the right to charge
an admin fee per report for the investigation and
resolution of the matter based on it’s current pricing
schedule.
14. Use of the
Company's Contact Management system for any use other
than what it is intended is strictly prohibited and the
Company reserves the right to take legal action against
any Client failing to comply herewith. Tampering,
duplication or modification is prohibited and may result
in legal action being taken by the Company. The Client
warranties that it will report any problems with the
system to the Company without delay.
15. Whilst the
Company guarantees a 99 % uptime on all of their
systems, the Company takes no responsibility for any
damages arising from any period of downtime, system
failure, or any other failure whatsoever.
16. The party,
waivers all rights to any damage or liability claims
against the Company due to system failure, late or
incorrect message delivery, or any other form of
miscommunication.
17. Whilst regular
backups of all data are made, the Company takes no
responsibility whatsoever for the loss of any data, or
any damages arising from the loss thereof.
18. The
representatives of the parties, by their signature
hereunder, warrant that they are duly authorised to
enter into this contract on behalf of the party that
they represent.
CANCELLATION
19. Cancellation of
this contract by either party is subject to thirty
(30)days written notice to the other party. The
termination notice must be sent to the other party by
means of fax or registered post. It remains the duty of
the party sending the notice to ensure receipt of this
notice. The Company reserves the right to terminate the
agreement with 7 (seven) days notice, should the Client
fail to comply with any of its obligations hereunder.
20. Should the
Client's account fall into arrears the Company may in
its discretion refuse access to and use of the Company's
Contact Management system, until such time as all
amounts due are received in full.
DOMICILIUM
21. The Client and
signatory hereto nominate the Client's business/physical
address, as recorded on the credit application as
his/her/its chosen domicilium citandi et executandi for
service of all notices and processes in connection with
any claim arising out of the granting of credit
facilities to the Client.
22. A party may
change its domicilium address by notice in writing to
the other party, provided that the new address is a
physical address in the Republic of South Africa.
JURISDICTION
23. The Client
agrees and consents that the Company shall be entitled
at its option to institute legal proceedings, which my
arise out of this agreement, in any Magistrates Court in
the Republic of South Africa, having jurisdiction in
terms of the Client's person, notwithstanding that the
claim or the value of the matter in dispute might exceed
the jurisdiction of such magistrates court.
LEGAL COSTS
24. Should the
company be required to institute legal action against
the Client in terms of this agreement, then the Client
agrees to be liable for all legal costs calculated on
the Attorney and own Client scale including collection
commission, bank charges and tracing agents costs.
25. All payments
made, after handover for collection shall be allocated
firstly to the payment of such legal charges and only
thereafter to the repayment of capital and interest.
AGREEMENT
26. These
terms and conditions
together with the
order/quotation/agreement
represents the entire
agreement entered into
between the parties.
27. No
amendments and/or
alterations and/or
variations and/or
additions and/or
cancellation of these
terms and conditions,
whether consensual
and/or unilateral and/or
bilateral shall be of
any force and effect
unless reduced to
writing and signed by
the Company.
28. No
allowance,
procrastination or
indulgence in the
extension of time
allowed for by the
parties in the event of
a claim or dispute, will
be prejudicial to either
party or to limit them
to exercise their
existing rights or limit
or distance them from
their rights.
29. A
party may not cede that
party's rights or
obligations under these
terms and conditions
without the prior
written consent of the
other party.
30. Each party
undertakes to do all
things reasonably within
its power, which are
necessary or desirable
to give effect to the
spirit and intent of
this agreement.
31. Should
any clause or principle
in this agreement be
prohibited by law,
either statutory or
common law, it will be
deemed to be pro non
scripto, and shall not
effect the validity of
the remainder of the
terms and conditions.
32. These
terms and conditions
shall in all respects be
governed by and
interpreted in
accordance with the laws
of the Republic of South
Africa and the Courts of
the Republic of South
Africa shall have
jurisdiction herein.
33. Both
parties agree that by
signing these terms and
conditions or by using
the Company's system,
they have received a
copy of the agreement
and these terms and
conditions and they have
read and understood the
contents thereof.
CONFIDENTIALITY
34. The
Company hereby
acknowledges the
ownership of all
INFORMATION to be
exclusive to the client
and undertakes to
maintain the
confidentiality of this
INFORMATION.
35. The
Company shall exercise
best care to prevent
disclosure of the
client’s INFORMATION to
any third party.
Internal dissemination
of the client’s
INFORMATION by the
Company shall be limited
to those staff members
whose duties justify the
need to know and or
process such
information. All of whom
are bound by similar
agreements.
36. The
Company shall not use
the INFORMATION
disclosed by the Client
under this Agreement,
except for the following
purposes: to communicate
with the Client's
Clientele on the
Client's behalf, or in
calculating and
providing statistics and
reports to the Client.
For the avoidance of any
doubt it is specifically
recited that the Company
shall not use the
INFORMATION for any
purposes other than
stated above.
37. The
Company shall be under
no obligation with
respect to any
information:
which is, at the
time of
disclosure,
available to the
general public;
or
which becomes,
at a later date,
available to the
general public
through no fault
of the Company
and then only
after the later
date; or
which is
required to be
disclosed to
comply with
applicable laws
or government
regulations,
provided that
prior written
notice is given
to the client of
such required
disclosure; or
which is
accessed, or
stolen through
any means which
are considered
unlawful by the
laws or
government
regulations of
South Africa.
SURETYSHIP
38. By
signing this document,
the signatory of this
document accepts
personal liability for
the payment of any
amount due to the
Company in the event
that the client defaults
on their payments.
