ChasePoint (Pty) Ltd
Terms and Conditions of usage of CloudSOP, CloudCOR and CloudWORX software programs
- All rights to the software belong to ChasePoint (pty) ltd
- The software may only be used by the authorized client company or its authorized representatives and employees
- The software may not be used for any illegal purpose
- Users of the software may not hold the developers of the software, ChasePoint or their authorized representatives liable for any loss of information, improper use or improper access to information on this system.
- Users of the software may not hold the developers of the software, ChasePoint or their authorized representatives liable for any lack of access to information on the system, whatever the cause of that lack of access.
- Individual clients are also subject to further specific Service Level Agreements between themselves and ChasePoint or its authorized representatives.
- Payments: Payment will be made by Customer within 30 days upon receipt of an invoice. In the event there is a delay in payment for more than 5 days from the due date, the Customer shall be liable to pay an interest of 1.5% per month or maximum permitted by applicable law, whichever is less, on the delayed payments from the due date of payment. Chasepoint shall be relieved of its obligations under this Agreement in the event of non-payment of the Fees or expenses due and shall retain the rights in the Services for which the amount is outstanding.
- Approval Process: Customer will have seven (7) days following receipt of the Services or Deliverable (“Acceptance Period”), to complete acceptance tests. If no notice of non-conformance to Acceptance Criteria is reported during Acceptance Period, Deliverables or Services are deemed to be accepted by the Customer.
- Confidentiality: Confidential information shall mean any information disclosed by one party to the other party, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure.
- Confidential Information shall however, exclude any information which (i) is/ was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the
- Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order. The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party, or otherwise agreed in writing. Intellectual Property Rights: Customer shall own all right, title and interest in and to the Deliverables. The rights, title and interest in and to the Deliverables shall be granted to the Customer only upon receipt of full payment by the Consultant.
- Warranties: Except as expressly stated in this Agreement, the parties disclaim all warranties of any kind, implied, statutory, or in any communication between them, including without limitation, the implied warranties of merchantability, non-infringement, title, and fitness for a particular purpose. Limitation of Liability: The total liability of the parties under this Agreement (whether in contract, tort (including negligence)) shall not exceed the fees paid to Consultant hereunder. The parties disclaim any indirect, special, consequential or incidental damages or loss of revenue or business profits, however caused, even if advised of the possibility of such damages. The foregoing limitations of liability will apply notwithstanding the failure of essential purpose of any limited remedy herein. Termination: Either party may terminate the Agreement upon sixty (60) days’ notice to the other party.
- Either party may terminate this Agreement immediately if the other party breaches the terms of this Agreement and the breach remains uncured for 30 days from the date of receipt of notice.
- In case of termination and with respect to Non-Hire and Non-Solicitation: During the term of this Agreement and for one (1) year thereafter, neither party will directly or indirectly recruit, solicit or induce any personnel, Consultant or advisor of the other party to terminate his or her relationship with such other party without the prior written permission of the other party.
- Force Majeure: Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, act of Nature or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. This provision shall not be construed as relieving either party from its obligation to pay any sum due to the other party. Subcontracting: Consultant may subcontract the services to any of its affiliates. Governing Law and Dispute Resolution: The terms of this Agreement shall be governed, interpreted and construed in accordance with the laws of South Africa or the United States if the Customer is located in United States of America; laws of England & Wales if the Customer is located in Europe. These terms must be negotiated and agreed by Chasepoint (Pty) Ltd for them to take effect in different countries.
- All disputes, differences, claims and demands arising under or pursuant to this Agreement shall be referred to arbitration and shall be adjudicated in accordance with the rules of International Chamber of Commerce (I.C.C) in English language in Durban, South Africa if the customer is located in Africa, the State of California if the Customer is located in United States of America; in London, England if the Customer is located in Europe; in Pune, India if the Customer is in India; in Singapore if the Customer is located in Asia (except India), and in Australia if the customer is located in Australia. Entire Agreement: This Agreement shall constitute the complete agreement between the parties respecting the subject matter. This Agreement may not be extended, amended, terminated, or superseded except by agreement in writing between the parties. Again these parameters in the different countries must be negotiated with Chasepoint management before they are effective.
- This Agreement supersedes all previous agreements between Chasepoint and the Client, whether oral or written, regarding subject matter hereof, standard terms and conditions of a purchase order or an invoice or any similar document whether hosted on party’s website or otherwise, shall be ineffective.
- There are no intended third party beneficiaries to this Agreement.