Terms and Conditions
Agreeing to Softclo’s Acceptable Use Policy and Terms of Service is mandatory for using our services. By agreeing to our terms of service, you also agree to all other policies and agreements. Additional terms may also apply to certain Services, and are combined by reference herein as applicable.
Please make sure you read everything carefully. If any of these is infringed, we reserve the right to suspend such violating websites. We don’t allow websites relating to any dubious activities, activities also relating to extreme money making, gambling, e-gold doublers etc.
SOFTCLO PRORIETARY LIMITED, a company duly registered in accordance with the provisions of the laws of the Republic of South Africa, (hereinafter referred to as “SOFTCLO”; which expression shall where the context so admits include its successors-in-title and assigns), of the one part.
(Hereinafter referred to as “Customer”, which expression shall where the context so admits include its successors- in-title and assigns) of the other part.
Both SOFTCLO and the Customer are hereinafter jointly referred to jointly as “The Parties”.
a. SOFTCLO is a private company limited incorporated under the laws of the Republic of South Africa that is into the development of websites, software, applications and cloud-based solutions.
b. SOFTCLO has proposed its Eyamiweb offerings to the Customer who wishes to utilize the Services as provided by SOFTCLO.
c. The Parties now wish to have their understanding reduced into writing in the manner hereinafter appearing.
1 COMMENCEMENT AND DURATION
This Agreement shall take effect from the day commitment is shown by Customer and shall remain in force for a minimum period of One year and shall stand automatically renewed for further terms of one-year period except otherwise terminated by either party in accordance with the provisions of this Agreement.
2 SCOPE OF SERVICE
2.1.1 The Services to be provided by SOFTCLO under this Agreement shall be the package chosen by the Customer from the Eyamiweb offerings
2.1.2 As part of the Services provided under this Agreement, SOFTCLO shall deliver based on the chosen package features, terms and conditions
2.2 Service Level Availability
2.2.1 Target Monthly Availability of the website shall be 99.9% given the Customer is on an active plan (i.e. Customer’s domain name and hosting are not expired)
2.3 Project Implementation
2.3.1 In order for the Customer to receive the services as set out in this Agreement, the documentations and payment commitment required from the Customer by the Sofclo’s Account Officer should be made available within the stipulated time.
2.4 Project Reviews
In the course of development, a test link URL will be shared with the Customer for the website review. At every development stage, a review feedback is needed; a notification email will be sent to the Customer requesting him/her to log on to the test link, review and send a feedback to Softclo. Customer is expected to send his/her feedbacks within the stipulated time ELSE the current state of the website will be assumed to be accepted by the Customer and project will continue to completion.
2.5 Project Completion Signoff
Softclo is to deliver the chosen package by the Customer within stipulated time when Customer has fulfilled his/her part of the terms and conditions within the stipulated terms and conditions and project will be signed off as. After sign-off, Customer’s logo and name will be uploaded to SoftClo or Eyamiweb’s website as one of Eyamiweb’s customers and completed projects. Images of the completed project will also be listed as reference on other digital platforms.
It is agreed between the Parties that where a redesign of the Services shall become necessary due to changes in requirements by the Customer, the redesign shall be carried out by SOFTCLO, to meet the requirements of Customer. Customer’s specific requirements shall be mutually agreed upon and put into a written Agreement of the Parties which said Agreement shall incorporate the cost and contractual implications of such redesign. In the absence of such Agreement, the Parties agree to adhere to the initial design as agreed hereto.
3.1 SOFTCLO shall be responsible for:
3.1.1 Delivering of service based on the chosen package by the Customer out of Eyamiweb’s offerings
3.1.2 Service maintenance as agreed by the parties
3.1.3 Ensuring that the Customer is notified about upgrade in cases Customer is maxing out on allocated resources
3.2 The Customer shall be responsible for:
3.2.1 Writing all the contents, gathering the pictures, images and / or videos that will be posted on the website
3.2.2 Sending all the contents pictures, images and / or videos that will be posted on the website to Softclo.
3.2.3 Reviewing the website before the go-live and sending the feedback within the stipulated period
3.2.4 payment of any associated cost of acquiring paid stock images or an extension aside a .co.za where applicable
3.3 Joint Obligation
3.3.1 Each Party shall designate, in writing, a Project Manager, from time to time and for the time being, who shall represent a Party throughout the project phases.
3.3.2 Both Parties shall participate in, or witness, the Final review of the project SOFTCLO shall also work with The Customer to ensure the seamless launching of the chosen package.
4. CHARGES AND PAYMENT
4.1 In consideration of the services provided by SOFTCLO to the Customer under this Agreement, Customer will subscribe to one of the payment-plans communicated by SOFTCLO’s account officer
4.2 SOFTCLO shall invoice all charges hereunder, monthly in advance (based on the payment plan chosen by the Customer) and the Customer shall pay all invoices submitted hereunder thirty (30) days from date of receipt of the invoices (Payment due date).
4.3 The charges above are inclusive of Value Added Tax
5.1 After the Initial Period of the contract hereto agreed, this contract shall automatically be renewed for one (1) year period unless either Party terminates this Agreement by giving the other Party three (3) months’ notice in writing.
5.2(i) If SOFTCLO has not received payment within seven (7) days from date of invoice and such default has not been corrected within ten (10) days after notice thereof has been given to the Customer by SOFTCLO, SOFTCLO shall be entitled to suspend the Customer’s website. Request to lift the suspension demands the Customer to make payments for the period of suspension and three (3) months advance payment before Website activation.
5.2(ii) If SOFTCLO has not received payment within seven (7) days from date of invoice and such default has not been corrected within ten (20) days after notice thereof has been given to the Customer by SOFTCLO, SOFTCLO shall be entitled to close the Customer’s website. Request to reclaim closed website will imply the development of a new website and demands the Customer to make payments for the period of closure and six (6) months advance payment before Website activation.
5.3 Where The Customer terminates this Agreement after the execution of this Agreement but prior to the project completion, and where such termination by The Customer is not due to SOFTCLO’s breach of the terms and conditions in this Agreement, then SOFTCLO shall be compensated, 80% of the upfront payment will be non-refundable and in a situation where the domain extension is different from a .co.za, the Customer will have to make payment for the cost of the extension purchased alongside the 80% non-refundable charge
5.4 Termination shall not discharge either Party from performing any obligation already due or from making payment of any sums already due or becoming due by reason of the termination.
6. ESCALATION PATH AND FAULT RESOLUTION
6.1 The Customer shall upon identifying an issue with the Website developed, log a complaint in accordance with the escalation path shared with the Customer by Softclo’s Account officer
6.2 Should a fault be raised outside normal working hours (defined as Monday to Friday, 08:00am to 17:00pm in the local time to the exchange) resolution shall not commence until the following working day.
7. FORCE MAJEURE
7.1 If either party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this Agreement from any cause beyond the reasonable control of that party, including without limitations, acts of God, civil commotion, riots, insurrection, acts of government, fire, theft, explosion, epidemics, governmental embargoes or like causes, the party so affected shall be relieved of its obligations hereunder during the period of such events and its consequences, but only to the extent so prevented and shall not be liable for any delay or failure in the performance of any obligations hereunder or loss or damage either general, special or consequential which the other party may suffer due to or resulting from such delay or failure provided always that written notice shall within 24 (twenty four) hours of the occurrence constituting such force majeure be given of any such inability to perform by the affected party.
7.2. The parties hereby agree that in the event of a declaration of force majeure, the rights and obligations of both parties to this Agreement shall be suspended in respect of that aspect of the services for which force majeure has been declared, for the period of the declaration. The Parties further agree that should such event constituting force majeure last more than twenty (20) days, the party who has not invoked force majeure to excuse any non-performance of its obligations may terminate this Agreement by giving Ten (10) days written notice to the other.
8. CHANGES REQUESTED BY THE CUSTOMER
8.1 At any time during the course of this Agreement, The Customer may request changes to the project to be delivered in terms of this Agreement, by submitting a request to that effect in writing to SOFTCLO. Within a reasonable time, but in any event by not later than two (2) working days after receiving written notice of The Customer’s requested change, SOFTCLO shall advise The Customer in writing whether the change can be made and the effect the change shall have on the terms and conditions of this Agreement. Within a period of two (2) days after receiving SOFTCLO’s reply to The Customer’s request for a change, The Customer shall notify SOFTCLO in writing whether it authorises the implementation of the change under revised terms and conditions as agreed between the Parties or rejects the proposed change. Pending authorisation to implement changes SOFTCLO shall proceed in accordance with the latest authorised terms and conditions of this Agreement.
8.2 SOFTCLO shall notify The Customer in writing, of any possible reduction in function or complexity, or any possible improvement that could be applied as a result of requested changes by The Customer.
8.3 SOFTCLO and The Customer shall agree upon the change to the delivery date, cost and any increase or decrease in the duration of this Agreement, which may result from any change to the Customer requirement prior to commencing work on that change.
9.1 SOFTCLO may from time to time suspend the Service subscribed to by the Customer in any of the following circumstances:
9.1.1 if The Customer fails to pay any charges due or fails to comply with the terms and conditions of this Agreement after five (5) days’ notice was given to The Customer until the breach (if capable of remedy) is remedied
10. INDEPENDENT CONTRACTOR AND SUBCONTRACTING
10.1 The relationship between SOFTCLO and The Customer under this Agreement shall be that of an independent contractor. SOFTCLO shall exercise its own discretion on the method and manner of performing its obligation hereunder.
10.2 The Customer agrees that SOFTCLO may, at its sole discretion, subcontract the whole or any part of its obligations under this Agreement and SOFTCLO agrees that it shall retain full responsibility for such obligations despite such subcontract.
11.1 SOFTCLO and The Customer to the extent of their contractual and lawful right to do so shall exchange proprietary or confidential information as reasonably necessary for each to perform its obligations under this Agreement and for The Customer to avail itself of the Service rendered by SOFTCLO under this agreement. All information relating to this Agreement provided by either Party to the other, whether oral or written, and when identified as confidential or proprietary in writing, is hereby deemed to be confidential and proprietary information (“Proprietary Information”). Except as set forth in clauses 11.2 below, a Party receiving Proprietary Information pursuant hereto (the “Receiving Party”) shall not, without the prior written consent of the Party disclosing such information (the “Disclosing Party”)
a. use any portion of the Proprietary Information for any purpose other than the purpose of the transaction and Services which arise pursuant to this Agreement; or
b. disclose any portion of the Proprietary Information to any persons or entities other than the employees and consultant of the Receiving Party (and SOFTCLO’s subcontractors) who reasonably need to have access to the Proprietary Information in connection with the purposes of this Agreement and who must have agreed in writing to protect Proprietary Information as though they were a Party to this Agreement.
11.2 A Receiving Party shall not be liable for disclosure of Proprietary Information, or part thereof, if the Receiving Party can demonstrate that such Proprietary Information:
11.1 was in the public domain at the time it was received or subsequently entered the public domain through no fault of the Receiving Party;
11.2 was known to or is in the possession of the Receiving Party at the time of receipt;
11.3 became known to the Receiving Party from a source other than the Disclosing Party without breach of an obligation of confidentiality;
11.4 is disclosed further to a legal, statutory or regulatory obligation or an order of a court of competent jurisdiction
11.5 In the event of any legal action or proceeding or asserted legal requirement for disclosure of Proprietary Information furnished hereunder, the Receiving Party shall promptly notify the Disclosing Party in writing and, upon the request and at the expense of the Disclosing Party, shall co-operate with the disclosing Party in lawfully contesting such disclosure. Except in connection with any failure to discharge its responsibilities under the preceding sentence, the Receiving Party shall not be liable for any disclosure pursuant to court order.
11.6 Proprietary Information shall remain the property of the Disclosing Party and shall, at the Disclosing Party’s request and after it’s no longer needed for the purposes of this Agreement, promptly be returned thereto or be destroyed, together with all copies made by the Receiving Party and by anyone to whom such Proprietary Information has been made available by the Receiving Party in accordance with the provisions of this clause 10.
Failure by either Party to exercise any rights under this Agreement in any one or more instances shall not constitute a waiver of such rights in any other instance. Waiver by such Party of any default under this Agreement shall not be deemed a waiver of any other default. No alteration or modification of any provision of this Agreement shall be deemed a waiver of any other default. No alteration or modification of any provision of this Agreement shall be binding unless in writing and signed by duly authorized representatives of both Parties.
13 NOTICES AND DOMICILIUM
13.1 For the purpose of this Agreement the Parties choose their domicilium citanci et executandi for all notices and processes at their respective addresses as given on page 2 of this Agreement.
13.2 Any notice given in terms of this Agreement shall be in writing and shall:
a. if delivered by hand, be deemed to have been duly received by the addressee on the date of delivery and acknowledgement of receipt by the receiving Party;
b. if posted by prepaid registered post, be deemed to have been received by the addressee on the 8th (eighth) business day following the date of such posting;
c. if transmitted by facsimile, be deemed to have been received by the addressee one (1) business day after dispatch.
d. Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the Parties from another including by way of facsimile transmission shall be adequate written notice or communication to such Party.
14. INCREASE IN THE SCOPE OF SERVICE
Notwithstanding any other provision in this Agreement, The Parties agree that any addition, variations or alterations to the Services requested by SOFTCLO and which is not recorded or supplied in terms of the current Agreement shall be agreed to by the Parties, and constitute an Addendum (to be distinctly identified) signed by their duly authorized representatives
The addendum referred to above shall, together with these terms and conditions as well as any to this Agreement constitute a separate and enforceable agreement between the Parties.
15. ENTIRE AGREEMENT
This Agreement and the Attachments hereto constitute the entire Agreement between the Parties and supersede any prior written or oral agreement or understanding with respect to the subject matter hereof. No interpretation, amendment, or change to this Agreement shall be effective unless made in writing and signed by both Parties, except that each Party may change the address or the name of the person to whom notices to the Party shall be sent by giving written notice of such change to the other Party.
16. GOVERNING LAW
The provisions of this Agreement shall be governed, interpreted and implemented in accordance with the laws of the Republic of South Africa.