TERMS AND CONDITIONS
TIME AND ATTENDANCE
The party to whom this invoice is addressed (the “Customer”) agrees that making any payment to CDC in respect of the software stated in this invoice (the “Software”) constitutes the acceptance by the Customer of the following terms of this licence agreement (the “Licence”):
1. In consideration of the licence fee referred to above, CDC grants to the Customer a non-exclusive licence to use the Software for one year, commencing on and including the date of delivery to the Customer of the Software (the “Term”). This Licence shall not be automatically renewed at the expiry of the Term and any extension of the Term shall require the Customer to pay to CDC the then current annual licence fee in respect of the Software. (Save CDC Time and Attendance Software, the licence of which shall be permanent).
2. Use of the Software shall be restricted to use of the Software in object code form for the purpose of processing the Customer's data for the normal business purposes of the Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Customer). The Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part. The Customer may not use the Software other than as specified in this clause.
3. The Customer shall ensure that the number of persons using the Software does not exceed the number stated above and shall pay for broadening the scope of the licence granted under this Licence to cover the unauthorized use, an amount equal to the fees which CDC would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.
4. The Customer shall permit CDC to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this Licence, for the purposes of ensuring that the Customer is complying with the terms of this Licence, provided that CDC provides reasonable advance notice to the Customer of such inspections.
5. The Customer shall pay to CDC the annual licence fee stated above in advance of delivery of the Software. All sums payable under this Licence are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.
6. The Customer shall not sub-license, assign or novate the benefit or burden of this Licence in whole or in part, nor allow the Software to become the subject of any charge, lien or encumbrance nor deal in any other manner with any or all of its rights and obligations under this Licence without the prior written consent of CDC.
7. The provision of updates to the Software (if downloaded by the Customer from CDC’s website), business hours telephonic support and limited remote support are included within the licence fee. All other services (including but not limited to call outs, including travel time to the Customer, undertaking updates, repairs adjustments or the importing of data) shall be subject to CDC’s standard hourly rates. Updates will be made without notification and at CDC’s sole discretion.
8. CDC does not warrant that use of the Software will be uninterrupted or error-free, although CDC shall endeavour to rectify any reported problems within a reasonable time from the date of notification.
9. The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer. The Customer acknowledges that it is solely responsible for all hardware, software, networks, electrical installations and any other products or services not supplied by CDC.
10. The terms in this Licence constitute the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter. All conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to quality, fitness for purpose or the use of reasonable skill and care.
11. Each party acknowledges that, in entering into this Licence, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Licence or not).
12. Except as expressly stated below CDC shall have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, delict (including negligence) or otherwise howsoever, which fall within any of the following categories: loss of profits; loss of anticipated savings; loss of business opportunity; loss of goodwill; loss or corruption of data or systems (be it by virus, worms, trojans, bombs, time locks or any other data or code which has the ability to corrupt or affect the operation of the Customer’s system(s)) and the total liability of CDC, whether in contract, tort (including negligence) or otherwise and whether in connection with this Licence or any collateral contract, shall in no circumstances exceed a sum equal to the sum paid to CDC under this Licence.
13. The Customer agrees that, in purchasing the Software, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this Licence or (if it did rely on any representations, whether written or oral, not expressly set out in this Licence) that it shall have no remedy in respect of such representations and (in either case) CDC shall have no liability otherwise than in accordance with the express terms of this Licence. The exclusions in this Licence shall apply to the fullest extent permissible at law, but CDC does not exclude liability for death or personal injury caused by the negligence of CDC, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.
14. No variation of this Licence shall be effective unless it is in writing and signed by both parties.
15. If any court or competent authority finds that any provision of this Licence (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Licence shall not be affected. The parties agree to the jurisdiction of the courts of South Africa.
16. All dates supplied by CDC for the delivery of the Software or the provision of services shall be treated as approximate only. CDC shall not be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
17. If the Customer fails to pay any amount payable by it under this Licence CDC may charge the Customer interest on the overdue amount (payable by the Customer immediately on demand) from the due date up to the date of payment at the rate of 5% per annum above the then Prime Rate of ABSA. Such interest shall accrue on a daily basis and be compounded monthly.
18. The Customer acknowledges that all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world in the Software belong and shall belong to CDC, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Licence.
19. If these terms are not acceptable to the Customer, then the Customer must inform CDC in writing before installation of the Software.
20. There shall be no licence fee for CDC Time and Attendance Software although the use thereof is bound by the conditions of this Agreement.
21. All goods remain the property of CDC Business Systems cc until paid in FULL.
The party to whom this invoice is addressed (the “Customer”) agrees that making any payment to CDC in respect of the items stated in this invoice constitutes the acceptance by the Customer of the following terms of this agreement
The terms in this agreement constitute the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter. All conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to quality, fitness for purpose or the use of reasonable skill and care. Each party acknowledges that, in entering into this agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Licence or not).
Herein contained are the terms and conditions of installation, service, and monitoring of said camera or alarm system.
"Customer" shall be used to identify name of Subscriber affixed to face of Contract and "Company" shall apply to
CDC BUSINESS SYSTEMS CC
1) Installation: Company agrees to install the equipment listed in a workmanlike manner in accordance with the following conditions:
A. Customer will make premises available without interruption during Company's normal working hours, 9:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays.
B. Customer understands that the installation will necessitate drilling into various parts of the premises. Company intends generally to conceal wiring in the finished areas of the premises, however, there may be areas in which due to construction, decoration or furnishing of the premises, Company determines, in its sole discretion that it would be impractical to conceal the wiring and in such cases, wire will be exposed.
C. Customer agrees to provide electrical outlets at the designated locations for equipment requiring power.
D. Customer agrees to provide for any lifting equipment and civil works not covered by the company’s schedule or proposal for works.
E. Customer understands that installation requires drilling holes in interior and exterior walls. Company limits its liability to the patching of said holes and Company cannot be responsible for providing paint or wall coverings to match those colours or coverings existing within Customer's premises.
2) Title to the equipment is to remain with Company until the full purchase price is paid which will fall due after 10 days following installation. Failure to pay the purchase price of the installed equipment when due shall give Company the right, without obligation to repossess that equipment with or without notice, and to avail itself of any legal remedy. Any costs for collection, including reasonable legal fees are at the Customer's expense.
3) LIMITED WARRANTY – ALL MATERIALS, EQUIPMENT AND LABOUR USED ARE COVERED BY A 30 DAY WARRANTY FOLLOWING INSTALLATION, AFTER WHICH MATERIALS AND EQUIPMENT ARE ON A 12 MONTH ‘RETURN TO BASE WARRANTY’. AFTER 30 DAYS AT THE COMPANIES DISCRETION A CALLOUT FEE WILL BE APPLIED, DEPENDING ON ANY MAINTENANCE AGREEMENT IN PLACE. THE CUSTOMER'S REMEDIES HEREUNDER AND UNDER ANY IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS, ARE EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT AS STATED ABOVE. COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES, HOWEVER OCCASIONED.
THE WARRANTY PRINTED ABOVE DOES NOT APPLY TO THE CONDITIONS LISTED BELOW AND IN THE EVENT CUSTOMER CALLS COMPANY FOR SERVICE UNDER THE WARRANTY AND UPON INSPECTION BY THE COMPANY REPRESENTATIVE IT IS FOUND THAT ONE OF THESE CONDITIONS HAS LED TO THE INOPERABILITY OR APPARENT INOPERABILITY OF THE SYSTEM, A CHARGE WILL BE MADE FOR THE SERVICE CALL OF THE COMPANY REPRESENTATIVE WHETHER OR NOT HE ACTUALLY WORKS ON THE SYSTEM. SHOULD IT ACTUALLY BE NECESSARY TO MAKE REPAIRS TO THE SYSTEM DUE TO ONE OF THE "CONDITIONS NOT COVERED BY WARRANTY", CHARGE WILL BE MADE FOR SUCH WORK AT COMPANY'S THEN APPLICABLE RATES FOR LABOUR AND MATERIAL.
Conditions Not Covered by Warranty:
A. Damage resulting from accidents, acts of God, alteration, misuse, tampering and abuse.
B. Failure of Customer to properly follow operating instructions provided by Company at time of installation.
C. Trouble in leased telephone line or interruption to commercial power.
D. Any fines, fees or other costs due to false alarms.
E. Batteries, lamps, bulbs and other consumable items.
4) Errors or omissions in construction or installation of the system, including but not limited to, failure to wire any portion of the premises must be called to the attention of Company by Customer, in writing, within ten (10) calendar days of completion of installation. Upon expiration of said ten (10) days, the installation and the protection provided shall be deemed accepted by Customer.