GENERAL SOFTWARE SUBSCRIPTION TERMS AND CONDITIONS
ViljieCo (Pty) Ltd (Registration Number: 2018/474376/07) (hereinafter “ViljieCo”) is an authorised reseller of certain Microsoft 365 subscription products procured from Braintree by Vox Telecom (Pty) Ltd (Registration Number: 2008/023574/07) for and on behalf of the Client.
Braintree by Vox Telecom (Pty) Ltd is a Gold Certified Partner and is authorised to sell licenses to ViljieCo for Microsoft 365 subscription products.
The Client wishes to procure subscription(s) to certain Microsoft 365 Products from ViljieCo subject to the terms and conditions set out herein.
These terms and conditions detail the Agreement between ViljieCo and the Client.
1. Definitions
1.1. “Agreement” means these terms and conditions read together with the quotation provided by ViljieCo and accepted by the Client.
1.2. “Devices” shall include, but not be limited to, laptops, desktop computers and servers.
1.3. “Parties” mean ViljieCo and the Client collectively and a reference to a “Party” shall mean either ViljieCo or the Client as determined from the context.
1.4. “Software” means a program or application installed on or used by a device.
1.5. “Subscription” means the procuring of Microsoft 365 subscription product(s) and licenses through ViljieCo in terms of this Agreement.
2. Parties
2.1. The Client is the party as identified and described in the quotation issued by ViljieCo.
2.2. ViljieCo is an authorised reseller of Microsoft 365 subscription products.
3. Microsoft 365 Product(s)
3.1. The Parties agree that the Client will procure and purchase subscription(s) to the Microsoft 365 product(s) as specified in the quotation.
3.2. The Client’s written acceptance of the quotation will be regarded as confirmation of the selected Microsoft 365 product(s) and acceptance of the terms and conditions stipulated herein.
4. Subscription
4.1. Upon the Client’s purchase of or order for, the selected Microsoft 365 product(s), ViljieCo will procure the applicable license(s) and/or subscription(s) to the Microsoft 365 Product(s) and arrange for the activation thereof.
4.2. The Client knows and understands that the default Microsoft 365 subscription period is an annual subscription unless otherwise specified, and the Client agrees to commit to the subscription of the selected Microsoft 365 product(s) for a minimum period of a year (12 months) as detailed below.
5. Subscription Period
5.1. The initial subscription period will commence as specified in the quotation.
5.2. After the initial subscription period the subscription will automatically renew for successive periods of 12 months (each a “renewal period”) unless either Party notifies the other Party of the termination of this Agreement and/or the subscription(s) to the Microsoft 365 Product(s), in writing and at least 30 days before the end of the initial subscription period or any renewal period.
5.3. ViljieCo will provide the Client with a new quotation, at least 30 days before the end of the initial subscription period or any renewal period, which said quotation will apply to the subscription renewal period.
5.4. If the Client wishes to change or purchase a different subscription to the Microsoft 365 product, or products, the Client must provide ViljieCo with 30 days written notice, before the end of the initial subscription period or any renewal period(s), of the aforementioned.
5.5. Any requested changes relating to the subscription to the Microsoft 365 Product(s) will be subject to ViljieCo providing a new quotation and the Client’s acceptance of such new quotation.
5.6. Any renewal period and/or subscription period of a new/different Microsoft 365 product, or products, will also be an annual subscription which will commence after the lapse of the initial subscription period or any renewal period.
5.7. On expiry of the subscription period and/or on termination of this Agreement for any reason whatsoever, all rights granted to the Client under the license(s) and/or subscription to the Microsoft 365 Product(s) shall immediately terminate.
6. Subscription Fee and Payment Terms
6.1. The subscription fee for the Microsoft 365 subscription product(s), is a yearly fee and is the amount payable for an annual subscription to these product(s).
6.2. The annual subscription to the Microsoft 365 product(s), as detailed in the quotation, will be payable, at the option of the Client, either once-off on the purchase thereof or monthly.
6.3. Should the Client elect to make payment of the yearly fee on a monthly basis, the yearly fee will be payable in 12 (twelve) payments at a fixed monthly amount.
6.4. Should the Client elect to make a once-off payment for the annual subscription to the Microsoft 365 product(s), ViljieCo will render an invoice for the yearly subscription amount payable, which invoice will be payable upon presentation or on activation of the subscription or license(s), whichever occurs first.
6.5. Should the Client elect to make monthly payments of the annual subscription fee, ViljieCo will render monthly invoices to the Client, over a period of 12 months.
6.6. The monthly invoices, as stipulated above, will be rendered by ViljieCo on or about the 25th of each month and will be payable on or before the last day of the month.
6.7. Payment must be made by electronic fund transfer (EFT), free of exchange, without deduction, set off or demand into ViljieCo’s nominated bank account, as reflected on the invoice(s).
6.8. It is the Client’s sole responsibility to ensure that payment is made into ViljieCo’s nominated and correct bank account. If the Client affects payment of monies into the incorrect bank account, ViljieCo will not be liable for any damages occasioned as a result thereof and the fee paid to the incorrect account shall remain due and payable by the Client to ViljieCo.
7. Initial Support Services
7.1. ViljieCo will provide support services relating to the initial license activation and configuration of the purchased subscriptions to the Microsoft 365 Product(s).
7.2. There are no costs or fees associated with such initial license activation and configuration support services.
8. Additional Services (If Applicable)
8.1. The Parties agree that for ViljieCo to provide, install and activate the license(s) and subscription to the Microsoft 365 Product(s) it will be required for ViljieCo to render additional services as per the supplied quotation.
8.2. The above-detailed additional services will be rendered at an additional cost as detailed in the quotation.
8.3. ViljieCo will render an invoice for such additional services which invoice will be payable upon presentation.
9. Early Termination
9.1. If the Client terminates the subscription to the Microsoft 365 Product(s) before the expiration of the initial subscription period or any renewal period, the Client will be liable to ViljieCo for the total outstanding yearly subscription fee and the full amount that would have become due for the remainder of the subscription Period.
10. Acceptance of Quotation
10.1. By accepting the quotation provided by ViljieCo to the Client, the Client accepts and agrees to the terms and conditions contained herein.
10.2. The Client must accept the quotation in writing and provide ViljieCo with a copy of such acceptance.
10.3. In the event of a copy of the quotation and these terms and conditions being sent to the Client and it not being signed by or on behalf of the Client and returned to ViljieCo, and should the Client non the less continue to instruct ViljieCo to procure the subscription(s) to the Microsoft 365 Product(s), all terms and conditions of this Agreement shall be deemed to have been tacitly understood and accepted by the Client, notwithstanding the Client’s failure to provide ViljieCo with written acceptance of the quotation and these terms and conditions.
11. No Guarantee and Limitation of Liability
11.1. ViljieCo provides no guarantee or warranty regarding the functionality or proper operation of the Microsoft 365 Product(s).
11.2. ViljieCo shall not be liable for any loss, including direct, indirect, special, or consequential loss or damage, caused by the malfunction of any hardware, software (including but not limited to the Microsoft 365 Products), devices and/or viruses, worms, Trojan horses or similar code, file or programme which may prevent, impair or otherwise adversely affect the operation of any hardware, software or devices.
11.3. ViljieCo cannot be held liable for any damage to devices caused by inadequate storage, tampering by employees or other third parties, or negligence by the Client and/or the Client’s employees in their use of the devices.
11.4. ViljieCo will not be liable whatsoever for the Client’s non-compliance with POPIA and/or any other applicable legislation.
12. Client’s Cooperation
12.1. The Client acknowledges that ViljieCo will require the Client’s cooperation and access to the Client’s hardware, equipment and/or premises to provide, activate and install the license(s) and subscription to the Microsoft 365 Product(s).
12.2. The Client agrees to provide ViljieCo with full cooperation and/or access to devices, hardware, equipment and/or premises, as required, to enable ViljieCo to provide, activate and instal the license(s) and subscription to the Microsoft 365 Product(s).
13. Client’s Obligations
13.1. The Client must ensure that it/he/she is aware of and complies with the terms of the end-user license agreement and/or applicable policies and that all reasonable measures are implemented to ensure that the Client and/or the Client’s employees, representatives, etc. do not breach such end-user license agreement and/or policies.
14. Intellectual Property
14.1. The Parties agree that any and all rights in and to the intellectual property of the Microsoft 365 Product(s) vest and belong to the proprietors thereof.
14.2. The Parties agree that this Agreement does not grant the Client and/or ViljieCo any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights to and in intellectual property in respect to the Microsoft 365 Product(s).
15. Protection of Personal Information Act 4 of 2013 (“POPIA”)
15.1. The Client acknowledges and agrees that ViljieCo requires certain personal information to adhere to its contractual obligations.
15.2. The Client agrees that ViljieCo may collect, collate, process, and store all personal information necessary and made available and provided to ViljieCo.
15.3. The Client agrees and consents to the processing of personal information as identified and required in terms of POPIA. The Client’s attention is drawn to its/his/her right to object to the processing of personal information and/or withdraw its/his/her consent at any time unless the information is required in law, as provided in terms of POPIA.
15.4. ViljieCo undertakes to limit the type of information collected and/or processed to that which is necessary for ViljieCo to adhere to its contractual obligations and/or to which the Client has consented.
15.5. Both ViljieCo and the Client agree and undertake to safeguard and protect the other’s personal information and that the personal information collected and/or processed shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof.
15.6. The Client agrees that irrespective of ViljieCo providing the subscription to the Microsoft 365 Product(s), it remains the Client’s sole responsibility to comply with the provisions and requirements of POPIA.
16. Breach
16.1. Should the Client fail to make payment of any sum required or should any Party fail to observe any of the provisions, then it shall be deemed to be in breach.
16.2. Should the Client fail to make payment of the monthly amount(s) on the due date(s), and fail to remedy such a breach, the total outstanding balance for the yearly subscription fee will be due and payable.
16.3. In the event of a breach, if the breaching Party fails to remedy such breach within 10 (ten) business days after delivery of notice requiring the breach be remedied, then the non-breaching Party shall have the right, without prejudice to any other rights, to: enforce the relevant provisions and claim specific performance as well as such damages which it might have suffered and/or cancel this Agreement, claim damages and proceed against the defaulting Party for the recovery of damages suffered.
16.4. The defaulting Party shall be liable for all damages suffered by the non-defaulting Party as well as costs and expenses incurred as a result of or in connection with such default, including legal costs calculated on an attorney and own client scale, interest and collection commission.
17. Indemnity
17.1. Without detracting from any of the rights of ViljieCo in terms of this Agreement and/or in terms of any law, the Client hereby indemnifies and holds ViljieCo harmless from any and all losses, damages or liabilities incurred or suffered by ViljieCo as a result of any breach by the Client.
18. Notices and Domicilia
18.1. The Client’s domicilia citandi et executandi, for all purposes hereunder will be, the physical / registered address and/or email address detailed above, provided that the Client may change the chosen domicilium to any other physical address within South Africa by giving written notice thereof to ViljieCo.
18.2. ViljieCo’s domicilia citandi et executandi shall be 77 Leslie Avenue, 23 Foxwood Hills, Douglasdale, Gauteng and/or the email address – wayne@viljieco.co.za.
18.3. Any notice given in writing and actually received by the addressee, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with the provisions of this clause.
19. Client’s Undertaking and Warranties
19.1. The Client warrants that it/he/she has read, understood, and hereby accepts all the terms and conditions embodied herein.
19.2. The Client warrants that it has the authority and power to sign this Agreement and that it will establish binding and valid obligations.
19.3. The Client’s representative and signatory warrants that he/she is duly authorised to sign this Agreement on behalf of the Client.
20. Signature and Counterparts
20.1. This Agreement may be executed by the Parties in separate counterparts, each of which will be deemed an original, and all of which together will constitute one and the same agreement.