Terms of Business

This document sets out the terms and conditions upon which allonline365 (Pty) Ltd conducts business with customers. If you willingly request, order, receive or consume software or services from allonline365, it is deemed that you have agreed to these terms.

1. Definitions and General Terms

1.1.  allonline365 (Pty) Ltd (“aol365”) is a company registered in South Africa which is in the business of providing software and associated services to customers.

1.2.  “Customers” refers to any company, business and/or their subsidiaries who have entered any business transaction with aol365.

1.3.  “Licenses” refers to all software licenses, both in the cloud and on the customers in- house servers. These are defined based on the software vendors definition and their terms of use.

1.4.  “Subscription” is the cost paid regularly for either licenses or services.

1.5.  “Services” are based on the hours worked by a skilled individual to create, resolve and/or deliver a solution for a customer.

1.6.  “Vendors” are the singular or multiple software vendors that provide goods or services based on the aol365 engagement and the agreed solution with the customers.

1.7.  “Cancellation or termination” is the software license terms governing termination or cancellation of the software license agreement entered into by the customer. These terms are provided by the software vendor and is included in the solution purchased by the customer from aol365.

1.8.  “Suspension of Services” is the discontinuation of access to solution or licenses due to breach of these terms.

1.9.  “DevOps” refers to the performance of regular technical tasks that are required to keep a customer's solution current and functioning.

1.10. “Production” is the environment that is created for the customer to use for their business transacting daily.

1.11. “Access” to solutions and software is based on the acceptance of the terms and the continued compliance with the agreements that are in effect.

2. PROFESSIONAL DUTIES

2.1.  aol365 assists companies at their request with their digital transformation and the use of their technology solutions effectively and productively.

2.2.  To perform our professional duty, aol365 will throughout our engagement with you rely on the customer to supply all necessary instructions and information promptly and completely. The customer should immediately advise us of any relevant change in circumstances.

2.3.  aol365 will not disclose any confidential information or knowledge which we obtain through our engagement with you. Similarly, we will not disclose to you any confidential information or knowledge which we have obtained through our engagement with other customers. In turn aol365 expects the same level of confidentiality from our customers.

3. ENGAGEMENT

3.1.  aol365 will begin Customer engagement with services or place orders for software licenses upon formal written approval of the Quotation or Proposal and receipt of your Purchase Order.

3.2.  On receipt of the above commitment, aol365 will advise the Customer on the start date of the agreed services.

3.3.  aol365 will not be liable for any costs incurred due to the delay in the start of the agreed services.

4. FEES AND DISBURSEMENTS

4.1.  The basis of aol365’s charges is set out in our proposal document. Our fees consider the urgency and importance of work to be performed, the complexity, difficulty or novelty of the matter, the skill, labour, specialised knowledge, and responsibility involved, the time expended, the quality of the work done, and the experience or seniority of the staff required.

4.2.  aol365 consulting rates will increase on 1st January every year;

4.2.1. Notice of the updated consulting rates will be communicated to customers.

4.2.2. Unless stated otherwise, services related to project work that is carried over to the next calendar year will be billed out at the new consulting rates.

4.3.  Disbursements incurred by aol365 on your behalf (including, inter alia, the costs of travel, accommodation, and subsistence) will be charged in addition to our fees.

4.4.  Unless stated otherwise estimates of fees and expenses are given for guidance only based on information then known to us and should not be regarded as quotations.

4.5.  Invoices will reflect fees and disbursements, exclusive of Value Added Tax. VAT will be charged at the rate applicable from time to time unless our invoice specifically states to the contrary.

4.6.  Interim accounts (in respect of fees, disbursements, or both) may be submitted at appropriate intervals during our engagement at our discretion based on a time and materials calculation.

5. PAYMENT

5.1.  Unless otherwise stated aol365’s invoices are due and payable on presentation.

5.2.  We reserve the right to charge interest on any outstanding amounts at a rate equal to the published prime overdraft rate of Nedbank, determined on the first day of each month and debited monthly in arrears. In the event of a dispute as to such rate, a certificate by any branch manager of the said bank (whose appointment need not be proved) shall be final and binding.

5.3.  Where you request any services for consulting, application, development, or management, you are liable to pay for this work.

6. SOFTWARE LICENSE TERMS

6.1. Use of software from software vendors are subject to terms and conditions of the Software Vendors SLT and its addendum/s.

7. TERMINATION AND SUSPENSION

7.1. Without prejudice to its other rights and remedies, allonline365 will have the right to cease work and/or terminate any mandate by giving you written notice at your last known address, inter alia, if:

7.1.1. you fail promptly to supply any information or instructions needed by us to continue work on your behalf or to advise us immediately of any relevant change in circumstances;

7.1.2. any account remains unpaid and is in breach of the agreed payment terms;

7.1.3. we determine, in our sole discretion, that we are not in a position properly to perform the mandate given to us.

7.2. Cancellation of hosting services and subscriptions:

7.2.1. Notice of cancellation of Subscription License and Hosting Services in writing based on the providers terms and hosting provider terms of service.

7.3. Suspension of Services:

7.3.1. If payment is not received within payment terms, Subscription License and Hosting Services will be suspended until payment is received.

8. INTELLECTUAL RIGHTS AND LIMITATION OF LIABILITY

8.1.  The intellectual rights of any software or solution created for a company will only be transferred to the customer when payment has been made in full.

8.2.  aol365's entire liability shall be limited to the fees paid for services causing the liability. aol365 shall not be liable for any incidental, punitive, indirect, or consequential damages whatsoever. Including, but not limited to, damages for loss of profits, data or goodwill, business interruption, personal injury, loss of privacy, negligence, and any other loss whatsoever arising out of or in any way related to the services provided.

9. CONFIDENTIALITY

9.1. aol365 undertakes to not disclose confidential information or related data that is not public knowledge and has been shared between the parties with the understanding that the customer will undertake the same.

10. DISPUTES

10.1. Any dispute arising from or in connection with the terms and conditions as set out or within any accepted proposal or agreement shall be finally resolved in accordance with the Rules of the Arbitration Foundation of South Africa by an arbitrator appointed by the Foundation.

10.2. Any dispute regarding individual lines and charges on an invoice may not grant the customer the right to withhold payment of the undisputed charges within the agreed payment terms.

11. CUSTOMISATION WARRANTY

11.1. Any customised software that was requested and authorised by the customer and created and delivered by aol365 into the Production environment has a warranty. The warranty is effective for 90 days from the first day of usage by the customer. Should a fault be detected relating to the creation of the code aol365 will repair or create a revised customisation to replace the faulty code.

11.2. Should the fault lie with the quality of information or misinformation that the customer shared with aol365, then this warranty falls away.

11.3. Should the customer fail to test the customised software for all known scenarios before the software is moved into Production then the fault lies with the customer and the warranty falls away.