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Terms & Conditions

A. Definitions

“Agreement” means these Customer Terms of Service and all materials referred in here.

“USmart (PTY)Ltd” – S.D. Wax Architectural Services CC (2007/031427/23)

“Services” means the professional services provided to you by us, which may include installation, integration or other consulting services.

“Member” means the Individual, Company, Close Corporation, Firm, Partnership, your Employees, Representatives, Consultants, Contractors or Agents who are authorized to use the Subscription Service for your benefit.

“Contact Information” means the name, email address, phone number and similar information submitted by the Member.

“Duration of Contract” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“CPA” – Consumer Protection Act (Act 68 of 2008).

“Subscription Fee” means the amount you pay for the Subscription Service.

“Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include Customer Data and information about the Discloser’s business plans, technical data, and the terms of the Order.  Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Membership Service.

“Domicillium citandi et executandi” means the address where the subscriber agrees to accept delivery of any letter, notice and/or court process under this agreement.

B. General Commercial Terms

Access

  1. During the Subscription Term, we will require access to your property in order to provide Subscription Services.
  2. The Services will be available during hours specified under working hours (Monday – Friday 8:00 to 5pm) Saturdays 9:00 to 1pm).
  3. If the CPA applies to this agreement and only in that event, the subscriber may exercise its rights under Section 14(2)(i)(bb).

Service Level Agreement

* The services are derived from usage and not carried over to the following month or transferable to another site.

* Any services, methodologies, knowhow and intellectual property used in the solution, remain the property of USmart (PTY)Ltd.

* USmart (PTY)Ltd to do whatever in its control to ensure the services rendered will be provided and during the contract period.

* USmart (PTY)Ltd will maintain a service level of 8 hours to communicate with the subscriber and 24 hours to attend to request, this excludes weekends and holidays.

* The medium of communication the Subscriber chooses to contact USmart (PTY)Ltd, will be the medium chosen to communicate back to the client unless otherwise specified or required.

* The subscriber warrants the accuracy of all information furnished by or on behalf of the subscriber in terms of or pursuant to this agreement and the subscriber will forthwith notify USmart (PTY)Ltd in writing of any changes.

Fees and Payments

  1. The Subscription Fee will remain fixed during the Subscription Term
  2. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified.
  3. Payments are due in advance before delivery of service. If no advance payment is made, no service will be delivered.

Subscription Term, Termination, Suspension

  1. Either party may terminate this Agreement for cause, as to any or all Subscription Services upon 30 days’ notice to the other party. We may also terminate this Agreement for cause on 30 days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
  2. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services immediately after such notice.
  3. All subscriptions will be auto renewed with said annual increase of +/- 10% after duration of contract. If you decide not to renew, you may send a non-renewal notice to us by indicating that you do not want to renew this service.

Disclaimers; Limitations of Liability

  1. We and our affiliates and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the subscription services to you.
  2. The Subscriber hereby indemnifies and holds USmart (PTY)Ltd harmless against any claim by any third party directly or indirectly out of the subscribers access to use of the service or information obtained through the use of it.

Miscelaneous

  1. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other  event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
  2. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
  3. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
  4. Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
  5. This Agreement (including each Order), is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us.
  6. This agreement shall in all respects be governed by and construed in accordance with the laws of the Republic of South Africa and all disputes, actions and other matters in connection with agreement shall be determined in accordance with such laws.
  7. This Agreement is a contract for the provision of services and not a contract for the sale of goods.
  8. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.