Terms Of Service

01.
Background

-The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide service to the Client

-The Contractor is agreeable to providing such services to the client on the terms and conditions set out in this agreement

 

 

IN CONSIDERATION OF the matter described above and of the mutual benefits and obligations set forth in this agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

02.
Services Provided
  1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):

    1. SAAS – Software as a service AND support limited to Associated Software including Configuration education.

    2. Copy/Paste text website additions.

    3. Website Design & Development.

 

  1. The Service will also include any other tasks which the Parties may agree upon. The Contractor hereby agrees to provide such service to the Client which may include additional fees. Such additional fees shall be agreed upon via written quote (ESTIMATE) and accepted prior to the commencement of service. Upfront payment is required bill in packages of 5 hours.

    1. Business consulting –

      1. R2 000 per hour DOCUMENTED ASSISTANCE OR

      2. 10% OF GROSS TURNOVER FULL BUSINESS CONSULTANCY AGREEMENT.

Pre-determined agenda – by discussion

  1. Website Design ADD – ON’s - R1000 per hour any additional requirements to “GO- LIVE” website including but not limited to SAAS new additions and requirements

  2. Design work (limited) – R750 per 45 min increments (minimum rate R750)

03.
Terms of Agreement
  1. The term of this Agreement (the “Term”) will begin on date of acceptance and will remain in full force and effect indefinitely until terminated as provided for in this agreement. Please also refer to the terms of service on the smryt website that are binding to this agreement.

 

  1. If either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party.

 

  1. If either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

 

  1. This Agreement may be terminated at any time by mutual agreement of the Parties; however the Client should take into consideration the cancellation fee requirement of 50% of the remaining term of contract up to the 36 Months period from inception of this agreement being the date of acceptance and such date is set prior to any design or development . This is in place to cover the initial setup design and development cost of the associated software.

 

  1. No cancellation fee is levied after the initial 36 month period has been concluded whereafter one calendar month’s notice is required to terminate this agreement.

 

  1. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this agreement.

03.
Performance
  1. The parties agree to do everything necessary to ensure that the term of this Agreement take effect.

03.
Currency
  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in ZAR.

03.
Payment
  1. The Contractor will charge the Client for the Service at the rate specified in quote per month (the “Payment”)

 

  1. It is noted that a deposit has not been paid by the Client

 

  1. For any additional work that is performed by the Contractor, the Client will be invoiced separately as per clause 2.

 

  1. Invoices submitted by the Contractor to the Client are due within seven days of receipt.

 

  1. The payment as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment. Currently the Contractor is Not Vat Registered.

 

  1. The Contractor will be responsible for all income liabilities, hosting and product provision relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client

 

  1. The Payment shall increase by 10% per annum.

 

  1. To make sure you don’t lose your access or experience interruptions all fees payable should be concluded within 7 days from the first day of each calendar month.

 

  1. The first payment is required on sign up – this occurs prior to the development, configuration and on-boarding of the client. Average timeframe for Development, configuration and on-boarding is 4 weeks, it all depends on the client and monthly fees are required over this period.

03.
Reimbursement of expenses
  1. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Service.

 

  1. All expenses must be pre-approved by the Client.

03.
Interest on Late Payment
  1. Interest payable on any overdue amounts under this agreement is charged at a rate of 15% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

03.
Confidentiality
  1. Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

 

  1. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except with the Authority of the Client. The Obligations of Confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

 

  1. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

03.
Ownership of Intellectual Property
  1. All intellectual property and related materials (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.

 

  1. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

03.
Return of Property

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

03.
Capacity/Independant Contractor
  1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as a independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for software as a service.

03.
Right of substitution
  1. Except as otherwise provided in this Agreement, the Contractor may, at the Contractors absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third party to assist with the provision of the Service.

 

  1. If the Contractor hires a sub-contractor:

    1. The Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor

    2. For the purpose of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor

03.
Autonomy
  1. Except as otherwise provided in this agreement, the contractor will have full control over work time, methods, and decision making in relation to the provisions of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

03.
No exclusivity
  1. The Parties acknowledge that this Agreement is non-exclusive and that the Contractor will be free, during and after the Term, to engage and contract with other parties in all verticals of the Clients industry for the provision of SAAS similar to this Service

03.
Notices
  1. All notices, requests, demands, or other communications required or permitted by the terms of this agreement will be given in writing and delivered to the parties at the following addresses

 

  1. _______________________________________________________________________

 

  1. Smryt

 

Gavin Cohn, 8 West Road South, Morningside Sandton 2196

 

Or to such other address as either Party may from time to time notify the other.

03.
Indemnification
  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this agreement. This indemnification will survive the termination of this Agreement.

03.
Modification of Agreement
  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

03.
Time of the essence
  1. Time is of the essence in this Agreement. No extension of variation of this Agreement will operate as a waiver of this provision

03.
Assignment
  1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

03.
Entire Agreement
  1. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement. Please also refer to the terms of service available on the website.

03.
Enurement
  1. This agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

03.
Titles/Heading
  1. Heading are inserted for the convenience of the Parties only and are not to be considered when interpreting this agreement.

03.
Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa

03.
Governing law
  1. This Agreement will be governed by and construed in accordance with the laws of South Africa

03.
Severability
  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

03.
Waiver
  1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.