SILVERSKY STANDARD SERVICE LEVEL AGREEMENT
“the company” means SilverSky (Pty) Ltd (Reg 2003/029951/07)
“the/this agreement” means the agreement set out in this document together with any appendices hereto;
“the territory” means South Africa and the rest of the world
“initial registration” means the initial supply and registration of the product and documentation;
“documentation” means any related paperwork supplied by the Company or its authorised dealer;
“working hours” means the hours of 08h00 to 17h00 on a Monday to Friday in South Africa, excluding official public holidays;
This agreement shall be construed and interpreted in accordance with the laws of South Africa and phrases and words defined here shall apply in the remainder of this agreement.
The customer is hereby granted for the term of this agreement a non-exclusive, non-transferable licence to use the products, services and documentation as described in this document
3. FEES AND PAYMENT
The customer shall pay to the company the agreed fees as set out in the agreement no later than 30 calendar days from invoice.
Failure to pay any amount on the due date, shall entitle the company, without prejudice to any other remedies, to charge interest on a daily basis at 2.5% (two comma five percent) per month from the due date of payment to the actual date of payment. The company holds the right to suspend all services and products upon late payment.
This agreement shall commence on the effective date and shall continue as set out per agreed quotation
The company may terminate this agreement summarily including access to support and software if –
1. the customer breaches any terms of this agreement and fails to remedy same within 10 (ten) days of receipt of written notification;
2. the customer fails to pay any amount due in terms of this agreement on the due date;
3. the customer commits an act of insolvency as defined in the Insolvency Act.
Upon termination, the company shall supply all relevant data back to the customer in Excel or equivalent format.
The customer will be liable for any costs incurred by the company due to breaches of this agreement by the customer and will be liable to pay the reactivation fee to the company if the customer wants to continue with an agreement.
5. COMPANY OBLIGATIONS
1. The company shall use reasonable endeavours to support the product and services during the term of this agreement by providing telephonic and e-mail support during working hours.
2. The company shall use reasonable endeavours to respond to the customer within 9 (nine) working hours of notification by the customer.
3. The service to be provided shall be an endeavour to provide corrections for any errors found in the document or documentation which the company shall endeavour to remedy as soon as reasonably possible in the circumstances.
4. The customer shall be responsible for the installation of corrections, updates and release to the product and for ensuring that its’ staff have the capability of doing so. Should the customer fail to install such systems correctly or at all in accordance with the company’s instructions, the company shall have the right to charge for services rendered in this regard.
5. If the company cannot effect any correction telephonically, the company upon receipt of written authorisation from the customer, may attend at the customer’s premises to effect the correction, in which event such attendance together with travelling time and expenses shall be charged to the customer by the company.
6. The company shall not be responsible for and shall not be obliged to correct errors which result –
1. from failure of equipment or other software which are not covered by this agreement including faults in electrical supply and operator error from whatever cause or caused by cable or connector malfunction or breaks;
2. from environmental conditions such as humidity and air-conditioning;
3. from accident, negligence, misuse or default by the customer or any third party or due to a force majeure;
4. from failure of infrastructure;
Any time spent by the company investigating an error caused by any of the above shall be charged for by the company as an additional cost at the company’s then current rates of service and travelling on a time and material basis.
6. INTELLECTUAL PROPERTY
The Company retains the right, title or interest in ownership of the copyright and all other intellectual property rights in the product, service(s) and the documentation. The customer acknowledges that nothing contained in this agreement shall give the customer any right, title, or interest in the intellectual property.
The Company makes no warranties and representations whether express or implied in respect of the products, the disks or the documentation attaching to the product and in no event will the company be liable for direct, indirect, special, incidental or consequential damages arising out of the use or inability to use the products or documentation even if advised of the possibility of such damage. In addition, the company specifically does not warrant or guarantee or make any representations concerning the use of or the result of the use of the product and the product is purchased at the sole risk of the purchaser. Any claim which the customer may have arising out of the warranty provided by the company to the customer referred to aforesaid shall be limited to the company either replacing or repairing the product at the sole discretion of the company.
8. THE CUSTOMER’S OBLIGATIONS
The customer undertakes
1. to appoint a manager as a contact person to deal with all correspondence and communication with the company;
1. to select only suitably trained staff for operation of the product and services;
2. to institute any new releases or error fixes and version of products in line with the company’s recommendations and to keep machine operating software up to date and to pay all costs associated therewith;
2. not to reverse engineer, dissemble, or translate, decode or modify the product;
3. not to loan, rent, assign, sub-lease or in any other manner or form transfer the product to any unauthorized third party;
9. TERMINATION OF CONTRACT
A minimum contract period of 6 months after which the contract can be cancelled with a three months’ notice period in writing.
1. This agreement constitutes the whole agreement between the parties. No variation, addition or cancellation of this agreement or any waiver of any rights shall be of any force unless reduced to writing and signed by the parties.
2. No indulgence, leniency or extension of time which the Company may show to the Customer shall in any way prejudice the Company or preclude the Company from exercising its rights in the future.
3. This agreement and all matters or disputes arising therefrom or incidental thereto shall be governed and construed in accordance with the laws of the Republic of South Africa.
1. The Customer, by its signature hereto and in terms of the provisions of Section 45 of the Magistrate’s Court Act No 32 of 1944, as amended, consents to the jurisdiction of the Magistrate’s Court in relation to any action or proceeding instituted against the Customer in terms of , or arising out of provisions of this agreement, provided that the Company, in its sole and absolute discretion, shall be entitled to institute any such actions or proceedings, in any division of the High Court of South Africa possessed of the requisite jurisdiction.
2. In the event of the Company instituting legal proceedings against the Customer to recover amounts due to the Company or take any other legal steps arising out of this agreement, the Customer shall be liable for legal costs on the scale as between attorney and own client and/or any collection costs.
3. The Company reserves the right to perform credit checks on the Customer in order to ratify the debit process.
12. CONSENT TO EXCHANGE OF PERSONAL INFORMATION IN TERMS OF THE PROTECTION OF PERSONAL INFORMATION ACT NO 4 OF 2013
1. In my capacity (as stated below), I herewith voluntarily consent to the use of any personal information collected by SilverSky (PTY) LTD. necessary to perform the abovementioned functions, only to such extent as is required to perform its functions or if legally required to do so.