TERMS AND CONDITIONS OF SERVICE

Introduction 

In these terms of service: 

we are the service provider – Technolutions (Proprietary) Limited, registration number 2011/011660/07 and  you are our customer. 
These terms cover all services which we offer to you and which you access by logging in to our services on our website. 

Agreement
Structure. The agreement consists of these terms of service and any other specific terms applicable to the services, including our Acceptable Use Policy and the service specifications.
Defined terms. In the agreement: 
AFSA means the Arbitration Foundation of Southern Africa. 
authorized user means you or a user employed by you, who has been given identification details. 
business day means any day other than a Saturday, Sunday, or public holiday in South Africa; 
business hours mean 08h30 to 17h00 (South African Standard Time) on any business day; 
day means a day counted from midnight to midnight, including all days of the month, Saturdays, Sundays, and public holidays in South Africa; 
effective date means the date on which you start using the services; 
identification details mean a unique username and password that has been given to an authorised user; 
initial term means first period for which you apply to use the services; 
monthly services means services provided on a month-to-month basis; 
on-demand services mean usage-based services provided on demand; 
party or parties means you or us or both of us together, whichever applies; 
services mean all services that we provide including, which may be either monthly services or on-demand services, or a combination of the two; 
service specifications mean the details and specifications of the services; 
third party software means all software owned by a third party but legally licensed to us for use in providing the services. 
we, us, or our means us, the service provider; 
website means our website located at www.technolutions.co.za or any other website that we notify you of from time to time; and you or your means our customer. 

  1. Interpretation. The below rules apply to the interpretation of the agreement: 
  • headings – clause and sub-clause headings are for reference only and do not affect the meaning of the agreement; 
  • lists – whenever a clause lists specific examples or items following a word like ‘including’, ‘includes’, ‘excluding’, or ‘excludes’, those words will not limit the scope of the list; 
  • undefined words or phrases – all words or phrases not defined in the agreement will have their ordinary English meaning; 
  • references to laws – references to any laws include reference to all amendments or extensions of that law; 
  • references to persons – references to a person includes a natural and juristic person; 
  • references to parties – references to a party includes their permitted replacements; 
  • number of days – when any number of days is prescribed, the first day will be excluded and the last day included; and 
  • no interpretation against the writer – the rule that an agreement must be interpreted against the party responsible for its drafting or preparation does not apply.
  1. Departure. If we agree to change these terms for you in any way, then the changes must be recorded in writing. 
  1. Conflict. If there is a conflict between the meaning of anything in this agreement and the meaning of anything in another document which applies to the services, then the meaning which makes sense when read with the service specifications applicable to the service will take preference. 
  1. Duration 
  1. When the agreement starts and ends. 

These terms apply whenever you accept them by either: 

  • specifically checking any checkbox saying that you accept or agree to them; or 
  • using the services in any way by accessing them and will continue until terminated by either party. 
  1. Renewal. If any of our services are a subscription service, the agreement will continue automatically from the end of the initial term for renewal periods equal in length to the initial term. 
  1. Renewal period termination. You or we may terminate the agreement before the end of the initial term or later renewal periods by giving each other at least 30 calendar days’ written notice. 
  1. Request for services 
  1. Request. You request to use our services whenever you apply for services and start using the services through our website. 
  1. Capacity and authority. You promise that you may conclude this agreement, meaning that you have the legal capacity and authority to enter into the agreement. 
  1. Cancellations. We may cancel any request, but we will refund any money you have paid in relation to the specific request if we do. 
  1. Services 
  1. Right to use. We grant you a right to use the services with the restrictions
  1. listed below: 
  • duration of agreement – you may only use the services for the duration of the agreement;
  • limited to terms – you may only use the services according to these terms; 
  • non-exclusive – we may allow anyone else to use the services; 
  • non-transferable – you may not transfer your right to use the services to anyone else; and 
  • specified purposes – you may only use the services for the specified purposes that we’ve communicated to you in writing from time to time. 
  1. Breach. We may cancel your right to use the services if you breach the agreement in any way. 
  1. Conditions for access. We will only provide online service access to you or your authorised users on the conditions that you or each one of them will: 
  • provide us with correct information that we ask for on registration or account creation; 
  • create or have the necessary identification details (such as a username and password) given to them on registration or account creation; 
  • keep their identification details safe and not give them to anyone else; 
  • not interfere with or introduce any malicious software into the online services or otherwise misuse them; 
  • be responsible for any activity that happens under their account, even if someone else was actually acting under their identification details; 
  • have the necessary infrastructure, equipment, and software to access the online services; and 
  • abide by the agreement and any policies that we communicate to them in writing. 
  1. Up-time. We will do our best to make the online services available at all times, however we cannot guarantee that they will always be available. The services may be unavailable for scheduled and emergency maintenance, or for reasons beyond our reasonable control. 
    1. Prohibited content. If we believe that all or some of your content is prohibited, we will let you know and ask that you remove it or disable access to it if we believe that it: License. We give you a limited, non- exclusive, non-transferrable, license which we may withdraw, to use our services to:
      • store; 
      • retrieve; 
      • query; 
      • serve; and 
      • execute; 

       your content that you: 

      • own; 
      • have licensed; or 
      • have otherwise legally obtained. 

       

      1. Service levels. We will do our best to provide you with the services at 99% uptime, but we accept no responsibility for the services being down for more than 1% of the time. 

       

      1. Disaster recovery. We will have a disaster recovery plan in place which we will implement if needed. 

       

      1. Third party software. You may be allowed to use certain software third party licensors provide as part of the services. The third party does not sell or distribute the software to you and you may only use it as part of the services. You may not transfer it outside the services without our written permission. Your use of third-party software is governed by third party software terms. Your use of third-party software is at your own risk. You are responsible for testing third party software with our services. 

        Server Replication and Migration off the Technolutions Network

        The virtual servers provided by Technolutions on our network is strictly for use within our network. You are expressly prohibited from migrating, cloning, or replicating any part of these servers outside of our network. The subscription granted/rented from Technolutions monthly to you does not transfer ownership of the software; it remains the property of Technolutions. Additionally, any data generated or stored on these servers is not our property and can be exported Manually as required – if your entire bill is settled and up to date.

        Any attempts to clone or replicate our virtual servers outside of our network will be considered a violation of these terms and may result in termination of services and legal action will be followed.

       

      1. Maintenance 

       

      1. Interruptions. Maintenance may interrupt the services. 
      1. Scheduled maintenance. We will perform scheduled maintenance to our services from time to time. We will try our best to minimize the impact of scheduled maintenance on the system services (including performing the scheduled maintenance from midnight Sunday through to Monday morning). If the scheduled maintenance will take more than 120 minutes, then we will provide you with notice beforehand. 

       

      1. Emergency maintenance. We may perform emergency maintenance when necessary. We will do our best to inform you of any emergency maintenance when it happens or as soon after it has happened as possible. 
      1. Co-operation with maintenance. You must co-operate with any maintenance requirements that we tell you about. 

       

      1. Your content 

       

    • is against the law; 
      • infringes or abuses any third party’s rights; or 
      • otherwise violates a material term of the agreement. 
      1. One-sided action. If you do not remove or disable access to the prohibited content within 2 business days of our notice to you, we may remove or disable access to the prohibited content or suspend the services. We may remove or disable access to any prohibited content without prior notice to you if we believe that it: 

       

      • is illegal; 
      • could disrupt or threaten the services; or 
      • must be removed to comply with law or any judicial, regulatory or other governmental order or request. 

       

      1. Security 

       

      1. Physical data security. Our hosting provider takes reasonable security measures to protect the physical security of the data centers where we store your content. 
      1. Electronic data security. You are responsible for maintaining the right electronic security, protection, and backup of your content. This may include using encryption technology to protect your content from unauthorized access, and routine archiving of your content. You can customize the services for increased electronic security by: 

       

      • installing third-party software; 
      • implementing security controls; or 
      • putting in place and enforcing user access controls. 

       

      1. Data safeguards. The services are designed to only allow you or your authorized users to access your content. You understand that we do not have access to your content. You must issue us with temporary identification details if you request support from us which requires us to access your content. 

       

      1. No backup. We are not required to make or maintain any backups of your content  that is not subscribe too under this agreement. 
        1. Your responsibilities. You alone are responsible for: Your applications 
          1. Limited right. You may install and host your applications in addition to using our services if you comply with the requirements and restrictions in our terms. 
        • operating your applications; 
        • supporting and maintaining your applications; 
          • ensuring that you or any other authorized users have the necessary rights to administer your applications. 
          • the conduct of your end users, if applicable; and 
          • making sure that your end users, if applicable, comply with all the terms that apply to the service. 

           

          1. Your intellectual property. You are the only and exclusive owner of all right, title, and interest in your applications and your content. 

           

          1. License. You grant us an irrevocable non- exclusive limited license to use your applications and your content in connection with providing the services. 
          1. Support 

           

          1. Basic support. We provide basic support to you for the services in the form of content posted on our website and a help desk. 

           

          1. Our help desk. We will provide a help desk during business hours for support requests. 

           

          • Level one support is your responsibility and includes the initial recording and diagnosis of requests reported to the help desk. You will resolve user errors and handle information requests. Your support resource will, before logging a request with our help desk, research any problem and will make sure that all the details relating to the problem are available to disclose to our help desk. 
          • Level two support is our responsibility and includes replying to requests from you or your staff placed with our help desk, stating the necessary information. The request must be made in writing, either by email or using the website. Once a request has been resolved, our help desk will inform you. You will within a reasonable period thereafter (having regard to when the problem would reasonably be detected by you again) inform us through our help desk whether the correction was satisfactory to you or not. If no notice is received, then the problem will be regarded as resolved to your satisfaction. 

           

          1. Third party supplier support. If a request involves a third-party supplier, we have primary responsibility for enforcing service levels and turnaround times from the third party. 

           

          1. End user support excluded. We are not obliged to reply to support requests from or relating to your end users, if applicable. 
            1. Additional support. You may request additional support over and above the basic support for the services that we provide. We will charge additional fees for any additional 

            support and will provide these fees to you upon request. 

             

            1. Your data 
            1. Definition. Your data is any data belonging to you or your authorized user that: 

             

            • you or any third party on your behalf provide to us; or 
            • we generate, process, or supply to you in providing the services; 

             

            but excludes any derived data that we create for our own purposes or which we own or is confidential to us or our third-party contractors. 

             

            1. Ownership. You own all your data but give us a right to use it to provide the services to you, when you provide us with access to it. 

             

            1. We do not own it. We do not own any of your data. However, we do own our derived data. Your data does not include any derived data that we create for our own internal purposes. Derived data is any of our own data that we create from your data, such as through aggregation, de-identification, or anonymization. 

             

            1. Responsibility for your data. We take the protection of your data very seriously and will always do everything in our power to protect it. 

             

            We will: 

             

            • comply with all relevant laws that affect your data, including data protection, retention, and destruction laws; 
            • comply with any of your policies or procedures relating to your data that you communicate to us in writing; 
            • consider and apply industry information security management codes of practice, where appropriate; 
            • not sell or dispose of any of your data or try to do any of those things; 
            • be able to identify any of your data separately from any other data under our control; and 
            • not disclose any personal information from your data, other than in terms of the agreement. 
              Outsourcing. Outsourcing means that somebody outside our organization has to do work as part of providing the services. We may outsource work involving your data, provided that we: 
              • get your written permission to do so beforehand; 
              • notify you in writing of: (i) the purpose of sharing your data with the subcontractor; and 

              (ii) how we have carried out due diligence on them; 

              • do so only through a written agreement with the subcontractor which imposes the same obligations on them as are imposed on us; and 
              • remain fully liable for any processing of your data under the agreement by our subcontractor. 

               

              1. Location. You consent to us transferring the services or any part thereof to our group of companies, associated companies, service providers, or agents who may be located in other countries for the purpose of providing the services. 
              1. Confidential information 

               

              1. Definition. Confidential information is any information that the parties share with each other in terms of this agreement, with the intention that the other party should keep it secret. This includes personal information, business records, or customer details. 
              1. Responsibilities. The parties will keep any confidential information received from each other confidential and the receiving party will: 

               

              • protect the other party’s interests; 
              • only use the confidential information to comply with their responsibilities under the agreement; 
              • only give it to their employees or agents that need it (and only as much of the information as is absolutely necessary); 
              • use reasonable security procedures to make sure their employees or agents keep it confidential; 
              • get promises of confidentiality from those employees or agents who need access to the information; 
              • not reveal the information to anyone else; and 
              • not use it for any purpose other than under this agreement. 

               

              1. End of agreement. The parties will give back to each other all confidential information that we have of each other at the end of the agreement, unless: 

               

              • the other party agrees that they may destroy or retain it instead; or 
              • it is lawfully known to the general public; 
              • someone else who is allowed to reveal it gives it to them; 
                • someone gives it to them to comply with a court order or other legal duty. 

                 

                1. Indemnity. Each party indemnifies the other against any loss or damage that the other may suffer because of a breach of this confidential information clause by either party, or an employee or agent of a party. 
                1. Survival. This clause about confidential information is separate from the rest of this agreement and remains valid for five years after the end of this agreement. 
                1. Intellectual property 

                 

                1. Ownership. We or our third party licensors own all rights in our services and we or they may prosecute you for any violations of these rights. 

                 

                1. Our technology. Our technology is anything that we have or acquire rights in and may use to perform our obligations under the agreement. 
                1. Retention of rights. We own all intellectual property rights in our technology, and you may not use those rights without our permission. You do not get any rights in our technology if we use it to provide services to you. 

                 

                1. Our trademarks. Our trademarks are our property, and you may not use them without our written permission. All other trademarks are their respective owners’ property. 

                 

                1. Restrictions. You may not change, hire out, reverse-engineer, or copy the services without our written permission. 

                 

                1. Your intellectual property. You grant us a non-exclusive and royalty-free license to use any of your trademarks and copyright works which you deliver to us for the purposes of providing the services. We may not use them for any other purpose without your written permission. The license expires automatically when the agreement ends. You keep all rights in your trademarks and copyright works despite this license. 
                1. Non-solicitation 

                 

                You will not contract with any of our staff, other than through us, who were involved

                in providing services r for 12 calendar months after its termination. 

                 

                1. Fees and payment 

                 

                1. When to pay. You will pay us the monthly access fee specified for the services on the first calendar day of each month, starting on the effective date. 
                  1. Debit orders. Debit order payments will run on the first day of each month. 

                   

                  1. Last day for payment. All payments must be made by the seventh day of each month. 

                   

                  1. Non-payment. We may suspend your services if payments are not made by the last day of the month. 

                   

                  1. Fee increase. We may increase the fee once during each successive period of 12 calendar months calculated from the effective date by giving you 1 calendar month’s advance written notice. On receipt of the notice, you may terminate this agreement by giving at least 1 calendar month’s written notice beforehand. 

                   

                  1. Additional fee. If, after the effective date, the fee payable by you increases as a result of an increase in services for whatever reason, including you electing to use additional services, you will pay us the additional fee as we agree to. 
                  1. Suspension of the service 

                   

                  1. Your content. We will not erase your content when we suspend your services. 
                  1. Without reason. We may modify, suspend, or discontinue providing the services without reason (with or without notice) and will not be liable to you in any way. 

                   

                  1. Acceptable Use Policy violation. We may immediately suspend your right to use any of the services if you violate our acceptable use policy, that we may have in place from time to time. You understand that you must read our acceptable use policy and abide by it. 
                  1. Preservation of data. In the event that we suspend your access to any services, we will not take any action to intentionally erase any of your data in our possession during the period of suspension and the fees will continue to add up. 

                   

                  1. Our warranties 

                   

                  1. Service warranties. We confirm that we will: 

                   

                  • have enough trained staff with the knowledge and expertise to provide the services; 
                  • use reasonable efforts consistent with industry standards to maintain the
                    • services; and 
                    • provide the services in accordance with all applicable laws. 

                     

                    1. General warranties. We warrant further that we: 
                    • have the legal right and authority to perform our obligations under the agreement; and 
                    • will not knowingly introduce any malicious software into your systems. 

                     

                    1. Disclaimer and liability 
                    1. Disclaimer. You use the services at your own risk. We are not liable for any defect or problem that you cause relating to the services. 
                    1. Exclusion of liability. Under no circumstances are we responsible for any defects that are caused by you being negligent or misusing the services or any part of the services. 

                     

                    1. Your warranties 
                    1. You confirm that: 

                     

                    • no one has forced you to enter into the agreement in any way; and 
                    • you are not breaching any other agreement by entering into the agreement. 

                     

                    1. Indemnity. You indemnify us against any claim for damages by any third party resulting from a breach of your warranties, including all legal costs. Legal costs are the costs that a lawyer may recover from a client for expenses and professional services, if the costs may be charged under any applicable laws. 

                     

                    1. Limitation of liability 

                     

                    1. Direct damages. We are only liable to you for any direct damages that the services may cause up to the total amount of three months’ fees that you have already paid us for them. 
                    1. Indirect damages. We are not liable for any other damages or losses that the services may cause you. 

                     

                    1. Your default. We are not liable for any damage or loss that your breach, misrepresentation, or mistakes cause. 

                     

                    1. Breach and termination 

                     

                    1. Breach. If either party:
                      • does not fix a breach within seven days of receiving written notice from the other party; 
                      • breaches the agreement materially twice or more in six months; 
                      • is bankrupt or has some legal disability; 
                      • takes steps to or is closed down (such as becoming insolvent or entering sequestration); 
                        • makes any settlement or arrangement with their creditors; or 
                        • fails to pay a court order against themselves for a significant amount within 21 days; 

                         

                        then the other party may: 

                         

                        • make the party comply with the agreement; or 
                        • immediately cancel the agreement in writing and claim damages from the other party, including fees already due. 

                         

                        1. Suspending the services. We may immediately suspend your right to use the services if: 

                         

                        • you try to gain unauthorized access to them; 
                        • we decide that your use of the services poses a security threat to us or another user other than you; 
                        • there is evidence of fraud on your account; or 
                        • we believe you are using the services for an illegal purpose or in way that interferes with a third party’s rights. 

                         

                        We will not delete your content while the services are suspended. 

                         

                        1. Termination 
                        1. Termination for good reason. We may need to terminate the agreement immediately if we: 

                         

                        • discontinue or stop providing the services; 
                        • believe providing the services could burden or pose a risk to us; 
                        • have to terminate to comply with a law; or 
                        • determine that providing the services has become impractical. 

                         

                        If we need to terminate the agreement, we will give you as much notice as reasonably possible, in writing. 

                         

                        1. Termination for convenience. You may terminate the agreement on at least 60 days’ written notice to us. 

                         

                        1. Termination for abuse. We may terminate your agreement if you are found abusing our services or staff. Abuse will include abusing the services we provide as well as any abuse shown towards our staff members during their communication with you. 
                        1. Duties on termination. We will stop
                          1. providing the services, you will no longer be able to access them, and we may erase your data on termination, cancellation, or expiry of the agreement. 

                          ………………Column Break……………… 

                          1. Effect of termination 

                           

                          1. Acceleration. All amounts due to us for the services become due and payable on termination, cancellation, or expiry the agreement. 

                           

                          1. Fees. Fees charged for our hosting services will not add up once we have terminated the services. 

                           

                          1. Assistance. We may provide you with assistance after termination (such as data retrieval) subject to additional fees and conditions, but are not obliged to. 
                          1. No expectation. The agreement does not create any expectation of continued service, agreement renewal, or any further agreement between the you and us. 

                           

                          1. Disputes 

                           

                          1. Resolving disputes. Either party may let the other party know in writing if there is a dispute that must be solved. The parties must first try to resolve the dispute between themselves within 10 business days. 
                          1. Mediation. If the dispute is not resolved by the parties within 10 business days, the parties may refer the dispute to mediation under AFSA’s rules. 

                           

                          1. Arbitration. If mediation fails, the parties must refer the dispute within 15 business days to arbitration (including any appeal against the arbitrator’s decision) under AFSA’s latest rules for expedited arbitrations. The arbitration will be held in English in Johannesburg, South Africa. The parties will agree and appoint 1 arbitrator. If the parties cannot agree on the arbitrator within 10 business days after the referral, the Secretariat of AFSA will appoint the arbitrator. 

                           

                          1. General terms 

                           

                          1. Entire agreement. The agreement is the entire agreement between the parties relating to the services 

                           

                          1. Governing law. South African law governs this agreement. 
                            1. Notices and domicile. The parties will send all notices to each other’s email addresses and choose their respective street addresses as their service addresses for all legal documents. Our email and street addresses are available on our website, while you provide your email and street addresses to us when concluding the agreement. The parties may change either address on 14 calendar days’ written notice to the other party. 

                             

                            1. Beyond reasonable control. Neither party is responsible for breach of the agreement caused by circumstances beyond reasonable control, but a party may cancel the agreement on written notice to the other party if the circumstances continue for more than 60 calendar days. 

                             

                            1. Transfer. You may not transfer the agreement to anyone. We may transfer it to any permitted replacement entity or buyer of our whole business or any part of it. 
                            1. Relationship. The agreement does not create any kind of relationship between the parties, except as written in the agreement. 

                             

                            1. Changes. We will let you know notify you of any changes to the agreement by email. Those changes will only apply to future services orders. If you do not agree with the changes, you must stop using the services. If you continue to use the services following notification of a change, the changed terms will apply to you and you will be regarded to have accepted them. 

                             

                            1. Waiver. Any indulgence or favour we may allow or give you will not affect any of our rights against you. 
                            1. Severability. Any term that is invalid, unenforceable, or illegal may be removed from the agreement without affecting the rest of the agreement’s validity. 
                            1. Jurisdiction. You consent to the jurisdiction of the Magistrates’ Court for any action or proceedings that we may bring against you in connection with this agreement, even if the action or proceedings would otherwise be beyond that court’s jurisdiction, without prejudice to our right to institute any action in any other court which has jurisdiction. 

               

     

    wE-1 Price Breakdown
    Total Price: R420.00
    wE-2 Price Breakdown
    Total Price: R530.00
    wE-3 Price Breakdown
    Total Price: R560.00
    wE-4 Price Breakdown
    Total Price: R640.00
    wE-5 Price Breakdown
    Total Price: R860.00
    wE-6 Price Breakdown
    Total Price: R1,210.00
    wE-7 Price Breakdown
    Total Price: R1,315.00
    wE-8 Price Breakdown
    Total Price: R1,505.00
    wE-9 Price Breakdown
    Total Price: R1,685.00
    wE-10 Price Breakdown
    Total Price: R2,140.00

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