7th Dec 2018

TERMS AND CONDITIONS

These terms of sale apply to all quotations given, and orders accepted, by Twigg Technology (Pty) Ltd:

  1. Confirmation of orders and variations
    1. Twigg Technology (Pty) Ltd will provide you with services or products substantially in accordance with the specifications described in the Specification document.
    2. No agreement will have been reached between Twigg Technology (Pty) Ltd and yourself unless and until you have confirmed your acceptance of the quotation issued.
    3. Any variation to the agreed services or products will only apply only if the nature and extent of the variation, as well as any adjustment in fees and disbursements, are agreed in writing between yourself and Twigg Technology (Pty) Ltd.
  2. Fees, disbursements and deposits
    1. You will be billed for the fees and disbursements set out on the quotation. All fees and disbursements are exclusive of VAT where applicable.
    2. Unless otherwise indicated on the quotation, you will be required to pay the deposit or deposits specified on the quotation on or before the date or dates indicated. Twigg Technology (Pty) Ltd will not be obliged to commence work on your matter or to continue work until any deposit due has been paid.
  3. Payment and interest
    1. Fees and disbursements are payable on presentation of an invoice.
    2. Interest at the prime overdraft rate charged by Twigg Technology (Pty) Ltd’s bankers from time to time, plus 2%, will be charged on all monies not paid within 30 days of the date of the relevant invoice. Interest will be charged monthly in arrears and will be compounded.
    3. If the work takes more than a month to complete, monthly accounts may be submitted to you for work done in each month.
    4. Twigg Technology (Pty) Ltd shall be entitled to suspend work on your matter until payment is received or to terminate the mandate.
  4. Delivery date
    1. Twigg Technology (Pty) Ltd cannot always undertake to commence work on your matter immediately. Any commencement date is an estimated commencement date.
    2. The delivery date set out on the quotation is an estimated target date. Twigg Technology (Pty) Ltd will attempt to deliver the products or services on the delivery date, but you understand and accept that delivery may take place at any time fourteen days before or after the delivery date.
    3. Unless specifically agreed in writing, you agree that the delivery date is not material to this agreement.
    4. The provision of any services, and the development of any product, requires your timeous co-operation. To this end, you undertake to timeously supply to Twigg Technology (Pty) Ltd any information required by Twigg Technology (Pty) Ltd to undertake its obligations. In the case of software development, you undertake to supply, in an appropriate digital format, all materials required by Twigg Technology (Pty) Ltd including data, text, graphics, photos and logos. Any delay on your part may result in a delay in delivery of the service or product.
  5. Acts of God
    1. If you or Twigg Technology (Pty) Ltd are prevented from fulfilling its obligations in terms of this contract due to force majeure (including strikes, lock-outs, acts of God, fire, war or warlike acts, civil insurrection, government interference or restrictions, electricity shortages, weather conditions or other circumstances entirely beyond the control of that party) that party shall be relieved of performance of the extent that it is so prevented from doing so for the duration of the intervening circumstance.
    2. The party wishing to claim relief on the grounds of the said circumstances shall notify the other party in writing without delay on the intervention and on the cessation thereof.
    3. The party so prevented from fulfilling its obligations shall use its best endeavours to remove or avoid the impediment as soon as possible.
  6. Ownership
    1. If Twigg Technology (Pty) Ltd is providing you with software, copyright in the software will remain the property of Twigg Technology (Pty) Ltd until the fees and disbursements, plus interest (if any) have been fully paid.
    2. Until the fees and disbursements, plus interest (if any) have been paid, you will not be entitled to sell, dispose, copy or transfer the product without the prior written consent of Twigg Technology (Pty) Ltd.
  7. Intellectual property rights
    1. If you are required to provide Twigg Technology (Pty) Ltd with material in order to enable Twigg Technology (Pty) Ltd to provide the products or services, then you warrant that, to the best of your knowledge, the data, text, graphics, photos, logos or other material does not violate any intellectual property rights of any third party.
    2. Twigg Technology (Pty) Ltd warrants that all its work shall be original and shall not infringe any intellectual property right or other right of any third party. Although you accept that programming is undertaken on the basis of licensed software, such as Microsoft Excel.
    3. Each party indemnifies the other party against any claim, action, loss, damage expense or cost arising out of or resulting from any claimed or actual infringement of the intellectual property rights of any third party.
  8. Inspection
    1. If Twigg Technology (Pty) Ltd is providing you with software:
      1. you are required to inspect the product on delivery and to provide Twigg Technology (Pty) Ltd with written notice of any discrepancy between the software delivered and the software as specified in the quotation and related specification document, within 48 hours of the date of delivery;
      2. if you fail to provide Twigg Technology (Pty) Ltd with a written notice, then you agree that it will be assumed that the delivered product accords entirely with the quotation and related specification document and you will have no claim against Twigg Technology (Pty) Ltd in this regard;
      3. following the delivery of the software, you are required to subject the software to testing for a period of 14 days during which period you may identify and notify Twigg Technology (Pty) Ltd in writing of any errors or defects in the software; and
      4. upon completion of the 14-day period or the remedying of any errors or defects identified by yourself during the 14-day period, if any, whichever occurs last, the software shall be deemed to have been accepted by you and to be substantially in compliance with the specifications.
  9. Defects
    1. Twigg Technology (Pty) Ltd will not deliver a product to you that suffers from any patent or visible defect. However, you acknowledge and accept that it is impossible to develop software that is free of errors or bugs and that Twigg Technology (Pty) Ltd cannot reasonably detect these errors or bugs before delivery. Twigg Technology (Pty) Ltd does not warrant that the product will be bug-free or error-free.
    2. You acknowledge and accept that –
      1. the product may, as a result, suffer from a bug or error which may reduce the effectiveness of the product; and
      2. damage your data; and
      3. negatively affect your operations.
    3. Where a hosted service is provided, Twigg Technology (Pty) Ltd makes no warranties regarding the suitability of the Internet service provider including the response times, capacity, stability, scalability or security provided by the Internet service provider.
  10. Warranties
    1. Twigg Technology (Pty) Ltd provides the products and services on an “as is” basis and makes no warranties regarding the products and services, or the fitness of the products or services for a particular purpose.
    2. Twigg Technology (Pty) Ltd does not guarantee the operation of any third party provided service, nor does Twigg Technology (Pty) Ltd guarantee that any software provided by third parties, and required for the provision of the service or product, will be free of errors or uninterrupted.
  11. Damages
    1. Twigg Technology (Pty) Ltd’s liability for any damages or losses suffered by you arising from the products or the use of the products will be limited to –
      1. rectifying any malfunction in any software provided within a reasonable time and free of charge, provided that Twigg Technology (Pty) Ltd is immediately notified of the malfunction and provided that you or a third party have not interfered with the software without Twigg Technology (Pty) Ltd’s prior written consent.
      2. the refund of the fees and disbursements billed for any other defective product or service.
    2. Without limiting the generality of clause 11.1, Twigg Technology (Pty) Ltd will not be liable for any delay, downtime, errors, data loss, failure, damage or injury of whatsoever nature and howsoever caused.
    3. Twigg Technology (Pty) Ltd will not, under any circumstances, be liable for consequential or economic damages, indirect damages or for any delictual liability of any nature.I understand and accept that the liability of Twigg Technology (Pty) Ltd for any losses or damages suffered by me are limited to replacing any defective product or refunding the purchase price of the product concerned.
    4. Without prejudice to any other remedies which either of the parties may have, if either party is in breach of any term of this agreement the aggrieved party will be entitled to require that the breach be rectified in 7 days and, if the breach is not rectified within the said period, the aggrieved party may terminate this agreement forthwith.
  12. Severability
  13. Indulgences
    1. You agree that no indulgence given by either party to the other party will affect the terms of this agreement or any of the rights of party granting the indulgence. The indulgence will not constitute a waiver by the party granting the indulgence in respect of any of its rights. Under no circumstances will that party be estopped (or prevented) from exercising any of its rights in terms of these Terms and Conditions.
  14. Variation and cancellation. 
    1. No agreement varying, adding to, deleting from or cancelling these Terms and conditions, and no waiver of any right under this Terms and Conditions, shall be effective unless reduced to writing and signed by or on behalf of the parties.
  15. Governing law
    1. The validity and interpretation of this agreement will be governed by the laws of South Africa.
  16. Address
    1. You choose your official address, for all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, as the address listed on the quotation
    2. Twigg Technology (Pty) Ltd chooses the address provided on your latest issued invoice.