2.3. Dedicated resources that may be required on site, on a full-time basis, will be costed and quoted separately at an agreed monthly or hourly rate with the client.

2.4. Specialist resources will be charged as a separate rate that is not included herein and the client will be quoted on the rate in any event where the client requires specialist resources.  Specialist resources include but are not limited to;

• • SAP Consultants
  • Oracle Consultants
  • Cyber Security specialists
  • Any specialised skillset which is not deemed to be a common skillset within Information Technology.

2.5. The client acknowledges he/she/it will be charged for travel at a rate of at R5.00 per km excluding VAT in any event where the service provider travels to the client

2.6. The client will be quoted and liable for any cost associated with licensing, software and hardware for the client systems. The client will be billed separately for this cost.

2.7. The client acknowledges that he/she/it is responsible for their own data. The service provider will ensure that we maintain systems and document processes related to the handling of the data.

2.8. Black Package – Support Desk requests will change into a project requirement if the task is anticipated to take longer than 4 hours to complete. This type of request will be treated as a scope change to the initial project plan at no additional cost to the client. Sign off by the client will be required to ensure that no objectives are left out. The client acknowledges that in this event there will be delays in service delivery by the service provider and such delays will be without prejudice to the service provider and its obligations herein.

2.9. All Other Packages – Support Desk requests will change into a project requirement if the task is anticipated to take longer than 4 hours to complete. This type of request will be treated as a project at no additional cost to the client. A project plan will be created and required to be signed off by the client to ensure that no objectives are left out. The client acknowledges that in this event there will be delays in service delivery by the service provider and such delays will be without prejudice to the service provider and its obligations herein.

2.10. The client will choose the desired package and inform the service provider in writing thereof where after the service provider will provide the client with a written quotation and/or invoice which will then constitute the cost of the package and financial obligation due by the client to the service provider. The written quotation and/or invoice will form part of this contract and will be a material term thereof.

2.11. The client acknowledges that the service provider’s services and packages may change from time to time without prejudice to it. Any such changes will be submitted to the client with a rationale for the adjustment.

3. PAYMENT

3.1. The client acknowledges that all monies due and payable in terms of this agreement must be paid upfront either monthly or yearly or for the duration of this contract.

3.2. Payment of all monies due in terms of this agreement must be paid into the service provider’s bank account via EFT or debit order or online payment via sure payment gateways to be provided by the service provider.

3.3. The service providers banking details is as follows:
Account Holder: SOLVUE IT PTY LTD
Bank: Standard Bank
Account Number: 10137193570
Account Type: Business Cheque
Branch Code: 001206

3.4 The client must quote the service providers invoice number or reference number whenever payments are made by the client as set out herein

3.5 The client acknowledges that all payments due to the service provider is free from set off or deduction.

3.6 The client acknowledges that overdue payments will attract interest thereon calculated at the prescribed interest rate at the time.

3.7 The client acknowledges that in any event where he/she/it fails to effect payment in terms of this contract and other agreements entered into between the parties to the service provider, the service provider may at its sole discretion terminate its services to the client or alternatively suspend its services to the client until such time as all overdue payments are honoured by the client.

4. CANCELLATION POLICY

4.1 The client acknowledges that in event where he/she/it cancels the service providers services in terms of this agreement, the client will be liable as follows:

4.1.1 Monthly contracts will require a one month notice period.
4.1.2 Yearly contracts will result in the client forfeiting 50% of the monies paid for the remaining term of the contract.

5. CONFIDENTIALITY

5.1 The parties undertake to maintain the confidentiality of all information imparted to them pursuant to this Agreement including the “know-how” and expertise of the respective parties. Neither party shall divulge or permit to divulge any aspect of such information otherwise than for the purposes of this agreement. Confidential Information will not include information which is at the time of disclosure already in the public domain and thereafter becomes part of the public domain otherwise than by breach of this agreement; and such information as the recipient is able to show was within its knowledge prior to the disclosure thereof and such information as the recipient is able to show subsequently lawfully came into its knowledge from a third party lawfully possessing such information.

5.2 Neither party shall make any public announcement regarding the contents and spirit of this agreement without obtaining the written consent of the other party.

6. PROTECTION OF INTELECTUAL PROPERTY

6.1 The client acknowledges that the service provider shall have and retain the exclusive rights to any and all intellectual property it has developed and own that has been utilized and implemented in providing services to the client and the client is prohibited from utilizing and/or alienating and/or divulging and/or selling and/or doing any act whatsoever that will prejudice the service provider in respect of its intellectual property utilized in providing services to the client in terms of this agreement.

7. PROTECTION OF CLIENTS INFORMATION

7.1 The service provider undertakes to utilize its best efforts to protect the client’s information. The service provider’s systems are set up using secure inscription and the client’s information is only accessible using log in details (username and passwords). All information that may be exposed to access via the internet will have detailed logging and automated alters enabling the service provider to track activity should there be a breach.

7.2 The client acknowledges that unless the service provider acts deliberately or negligently to the prejudice of the client, the service provider, its employees and agents are hereby indemnified of any liability that results in a breach of protection of the client’s information in event where such breach is beyond the control of the service provider.

8. DELIVERY OF SERVICES

8.1 The service provider undertakes to perform all its contractual obligations diligently, faithfully and competently and guarantee that all services rendered comply with the contractual conditions, specifications, state of technology and other requirements to the best of its ability.

8.2 The client acknowledges that it is his/her/its duty to timeously inform the service provider and provide all terms of reference necessary in order for the service provider to execute its contractual obligations to the client herein.  The client further acknowledges that in event where its requirements and terms of reference are not within the scope of this contract, such terms of reference and requirements must be agreed upon in writing and all terms relating thereto must be finalized between the parties before the service provider actions same.

The service provider undertakes to keep the client updated regularly on the progress of all work in terms of this contract.

The parties may submit change requests at any time in writing in order for same to be effective on condition that both parties have agreed to and signed off same.

9. LIMITATION OF LIABILITY

9.1 The service provider cannot be held liable for any inaccurate information published on the website and/or any incorrect prices displayed on the website, save where such liability arises from the gross negligence or wilful misconduct of The service provider, its employees, agents or authorised representatives.

9.2 To the extent permitted in law, the client cannot recover any consequential losses or damages and/or loss of actual or anticipated profits (whether direct or indirect) and/or loss of actual or anticipated income (whether direct or indirect) and/or loss of business or other losses or damages arising from the services rendered by the service provider to the client.

9.3 The client acknowledges that any claim that he/she/it may have against the service provider, will not exceed the value of the contract between the client and service provider.

9.4 The service provider will not be liable for damages in event where it fails to perform its obligations in terms of this agreement where such non-performance is beyond the control of the service provider such as acts of God, war, terrorist activity, sabotage, pandemics and epidemics and/ or any other fact that is beyond the control of the service provider. The service provider endeavours to minimize the effects of any of these events to the best of its ability wherever it possibly can without prejudice to it.

10. JURISDICTION AND GOVERNING LAW

10.1. This agreement, its Terms and Conditions are governed in accordance with South African law and the parties hereto consent to the jurisdiction of the Randburg Magistrates Court or South Gauteng High Court (which ever court may be applicable at the time).

11. ENTIRE AGREEMENT

11.1. the Terms and Conditions as contained in this agreement cover the entire agreement between the parties in relation to the stated dealings and replace any previous or simultaneous agreements, communications and arrangements between the parties (whether oral or in writing) in relation to the present subject matter. Amendments and additions to these Terms and Conditions shall be in writing. The written-form requirement may only be waived in writing.

12. SEVERABILTY

12.1 Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

13. LEGAL COST

13.1. In event of any legal disputes arising between the client and the service provider, the successful party will be entitled to legal costs in accordance with the applicable court tariff at the time.

14. INDULGENCES GRANTED BY SERVICE PROVIDER

14.1. The client acknowledges that any indulgences granted to him/her/it by the service provider, for the client’s benefit will be done without prejudice whatsoever to the service provider.

15. RIGHT TO LIMIT SERVICES

15.1. The client acknowledges that the service provider reserves the right to limit its service in terms of this agreement in event where the client abuses such services and the service provider will notify the client in writing in such event.

16. NON-CIRCUMVENTION AND NON-SOLICITATION

16.1 The client agrees never to circumvent the relationship between the service provider and the client in any way whatsoever and is prohibited from soliciting employees and or representatives and or intellectual property from the service provider and its representatives.

16.2 The client acknowledges that it and its representatives are prohibited from soliciting work directly or indirectly from the service provider’s clients and the terms of this paragraph and this agreement are binding upon the client, its representatives and employees irrespective of whether the client’s representatives and employees are no longer employed by the client.

16.3 The client acknowledges that in event of it and its representatives breaching the terms of this paragraph, it will be liable for any damage that the service provider will suffer as a result of the client and/or its representatives’.

17. NOTICES AND DOMICILIA

17.1 Any notice, communication or payment required in terms hereof shall be delivered to the following addresses, which the parties choose as their respective domicilium citandi et executandi:

17.1.1 SERVICE PROVIDER: SOLVUE-IT (PTY) LTD
Address: Flexispace, Eagle Canyon Office Park, Jan Frederick Avenue, Johannesburg, Gauteng 2154
Tel:  087 265 9074
Email:  accounts@solvue-it.com

17.1.2 CLIENT: ___________________________________

18. WARRANTIES

18.1. The service provider and its staff, suppliers, distributors and associates make no warranties, express or implied, guarantees or conditions with respect to the services rendered to the client and the client hereby indemnifies the service provider in this regard.

19. GENERAL

19.1 You may not cede, assign, delegate, transfer, encumber, charge or otherwise seek to deal in any of its rights or obligations under this agreement to any third party whatsoever without obtaining prior written consent from the service provider.

19.2 Any failure on the part of the client or the service provider to enforce any right in terms hereof shall not constitute a waiver of that right.

19.3 If any term or condition contained herein is declared invalid, the remaining terms and conditions will remain in full force and effect.

19.4 No variation, addition, deletion, or agreed cancellation of the Terms and Conditions will be of any force or effect unless in writing and accepted by or on behalf of the parties hereto.

19.5 No indulgence, extension of time, relaxation or latitude which any party (the “grantor”) may show grant or allow to the other (the “grantee”) shall constitute a waiver by the grantor of any of the grantor’s rights and the grantor shall not thereby be prejudiced or stopped from exercising any of its rights against the grantee which may have arisen in the past or which might arise in the future.

19.6 These Terms and Conditions contain the whole agreement between the client and the service provider and supersede all prior agreements, arrangements and understandings. No other warranty or undertaking is valid, unless contained in this document between the parties.

19.7 The service provider may elect to sell its business to a third party without giving notice to its clients in which event, its clients shall have no right or recourse against it in any way whatsoever.

19.8 Neither party shall assign or transfer this agreement in whole or in part to any individual, firm or Corporation without the prior written consent of the other party.

20. GOOD FAITH

20.1 The parties hereto agree to act in good faith at all times and will further act with honesty and integrity in terms of this agreement.

21. DULY AUTHOURISED REPRESENTATIVES

21.1 The parties herein hereby confirm that the signatories to this agreement are the duly authorised representatives who are authorised to negotiate, finalise and sign this agreement on the party’s behalf and upon affixing their signatures hereto, do hereby legally bind the parties to this agreement.

22. DEFAULT

22.1 Should any party herein commit a breach of any of the provisions of this agreement, the aggrieved party shall give the defaulting party 7 (seven) business days written notice requiring the defaulting party to remedy such breach. In event of the defaulting party failing to comply with such notice, within the aforesaid stipulated period, the aggrieved party may cancel this agreement and claim specific performance or damages from the defaulting party without prejudice to any other rights the aggrieved party may have.

23. OUT OF SCOPE AND AFTER-HOURS SERVICES

23.1. The client acknowledges that in event where services are rendered to the client after hours and/or out of scope of the IT as a Business Tool packages set out in 2.2, such services may be billed by the service provider at the rate of R500.00 per hour or at any other applicable rate to be determined and advised by the service provider.

24. DISBURSEMENTS

24.1. The client acknowledges that he/she/it will be liable for all disbursements incurred by the service provider (at the sole discretion of the service provider) immediately upon receiving an invoice from the service provider for such disbursements.