STANDARD TERMS AND CONDITIONS

 

  1. INTRODUCTION

1.1.         These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Altron Bytes Managed Solutions, a division of Altron TMT (Pty) Ltd (“we,” “us” or “our”), concerning your access to and use of this website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

1.2.         You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions. If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and you must discontinue use immediately.

1.3.         Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason.

1.4.         We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change.

1.5.         It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.

1.6.         The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

1.7.         Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

 

  1. FINANCIAL

 

2.1.         All pricing provided is exclusive of VAT at 15%. VAT will however be levied on all pricing as required in the applicable legislation by Bytes Managed Solution, it being a registered VAT vendor in terms of the applicable legislation.

 

2.2.         All pricing will also exclude any and all withholding taxes, government duties, levies and tariffs that may be levied on pricing by any government or governmental organisation.

 

2.3.         Unless stated to the contrary all quotations are valid for 30 (thirty) days.

 

2.4.         Unless the pricing quoted has been denoted as ‘Fixed’ on the furnished quotation the price of the services and/or goods shall be at our then current ruling price valid on the date that the services and/or goods are supplied/delivered to you.

 

2.5.         All services pricing quoted may be subject to confirmation and subsequent adjustment based on the results of the site and equipment audit.

 

2.6.         Costs incurred by us resulting from delays or other occurrences beyond our control may result in additional charges being raised to you.

 

2.7.         A minimum charge of one hour’s labour will apply to all time and material work carried out.

 

2.8.         Motor vehicle travel will be charged at the prevailing applicable rate.

 

2.9.         Prices may be subject to foreign exchange rate fluctuations.

 

2.10.      In the case of Project Work any travel and/or accommodation costs and any other agreed expenses incurred for work located outside a radius of 100km of the main centres as per paragraph 3.8.3 will be charged to you at the cost incurred plus VAT.

 

2.11.      Payment Terms

 

2.11.1.      In the case of extended projects, invoices will be rendered periodically for payment against agreed milestones, delivery and/or completion of the work.

2.11.2.      Invoices for hardware and software are payable immediately upon presentation of the invoice unless otherwise agreed to in writing

2.11.3.      Where you have a valid credit facility with us invoices for all other services will be payable by you within 30 (thirty) days of date of such invoice otherwise immediate settlement is required.

2.11.4.      Credit facilities may be withdrawn by us at any time without prior notice being served to you.

2.11.5.      You agree to make full and timeous settlement of all undisputed amounts to us on receipt of a valid invoice and in accordance with the terms of our agreement with you.  Instances of dispute relating to portion(s) of the invoice will not entitle you to withhold payment on the undisputed items appearing on the invoice.

2.11.6.      Travel time will be recovered both ways at the same hourly rate as the labour rate.

2.11.7.      Interest at the rate of 2% above our banker’s publicly quoted prime rate will be charged on outstanding invoices from the due date until payment is received, both days inclusive.

2.11.8.      We further reserve our rights in toto, where fees have been invoiced and payments remain outstanding, to exercise in respect of those outstanding fees over any processes implemented, infrastructure and other solutions including any documentation relating thereto, which has been delivered to you.

1.11.     Pricing for maintenance services are based on “annual in advance” settlement unless otherwise stated.

1.12      All services pricing is subject to annual review.

 

1.13.     Services pricing is based on a Mean Time To Respond (“MTTR”) of 8 (eight) hours for equipment located within a 50 (fifty) km radius of the designated main service centre as per paragraph 3.8.3.

 

1.14.     Services pricing applies only to items noted in the quotation and we reserve the right to adjust prices to cater for alterations made to configurations or equipment quantities, model type, site or site location or any other factors which may affect the quoted price.

 

1.15.     Service pricing is based on normal manufacturer Mean Time Between Failures (“MTBF”). Where MTBFs are proved to be materially at variance to the standard MTBFs, we reserve the right to adjust our service pricing accordingly.

 

1.16.     Services pricing is based on a minimum contract /agreement period of 1 year.

 

1.17. Services pricing and proposed solutions are generally based on information supplied by you.

 

1.18.     Adjustments to pricing will be applied as a result of changes made to government duties, levies or tariffs.  Where immediately effective, no notice in this regard will be served to you.

 

  1. EXCLUSIONS

 

2.1.       Where items become obsolete and parts become unavailable, we reserve the right to withdraw the unit from maintenance support and transfer our support obligations to a “best efforts” basis.  We will advise you accordingly.

 

2.2.       Services pricing for areas outside of a 250-km radius of a main service centre will be subject to negotiation.

 

2.3.       Failures due to viruses are not covered under a service agreement. Any associated remedial work will be billed on a time and material basis.

 

2.4.       Services pricing excludes any external devices connected to the system under maintenance unless   otherwise specified.

 

2.5.       Consumable supplies are not covered by the contract/ agreement these include but are not limited to print heads (including ink jet heads), sheet feeders, print drums, toner cartridges, developer units, fuser units, *LCD screens, *LCD Backlights, cash drawers and inserts, fly-back transformers, batteries, speakers, tapes, discs, diskettes, cartridges, currency cassettes, ribbons, cards, paper, optical platters and other storage media or consumable items used in or with the Equipment.  *Unless covered by manufacturer warranty.

 

2.6.       We do not cover the costs of refurbishing or overhauling the equipment or any part thereof required through usage. If in our opinion refurbishing or overhauling is required, we will submit a quotation to you for approval.

 

2.7.       Where the cost of repair is in excess of 70% of the replacement value of the equipment you will need to replace the equipment at your cost.

 

2.8.       The basis of costing maintenance support is that of attending to standard failures of equipment occurring from time to time.  This therefore means that we cannot “Techno-Refresh” your equipment base whether this results from equipment obsolescence, redundancy, increasing failure rates due to ageing or any other associated cause.

 

2.9.       Other exclusions will apply under the services for events and/or actions occurring outside of our control.

 

  1. GENERAL

 

3.1.       No order for goods and or services will be processed by us unless duly submitted by hand, facsimile or email on your official Purchase Order form which clearly provides an accurate description of the goods or services ordered and carries a valid order number.  Receipt of such Purchase Order by us will thereafter be binding on you.

 

3.2.       Standard coverage hours are 08h00 to 17h00, Monday to Friday excluding weekends and public holidays in South Africa.

 

3.3.       Services pricing includes software support in the form of re-loading of the Operating System.  Additional software support responsibilities can be undertaken by agreement.

 

3.4.       We reserve the right to swap out any defective hardware product by replacing it with a unit of similar functionality, either on a temporary or permanent basis.

 

3.5.       Response and repair times are subject to “to be agreed” exceptions, such as refused or delayed access to the equipment.

 

3.6.       Where equipment has not been supplied by us or has not been supported by us immediately prior to our quotation, we reserve the right to inspect the condition of the equipment where applicable, and if necessary, we may need to bring the equipment to an acceptable condition prior to placing it under maintenance. The cost of this will be for your account at the ruling ad hoc rates.

 

3.7.       We will use our best endeavours to provide loan equipment, new or refurbished parts when available and where such facility has been included in the services agreement.  The use of refurbished parts will be at our sole discretion.

 

3.8.       Distance allowance table:

 

3.8.1.         We will generally endeavour to respond to a service call in accordance with the agreed response time modified by the distance allowance as per the following table:

 

Zone 0 Zone 1 Zone 2 Zone 3 Zone 4
Kilometres 0 to 50 51 to 100 101 to 150 151 to 200 201 to 250
Additional Travel Time Allowed 0.00 Hours 1.00 Hours 2.00 Hours 3.00 Hours 4.00 Hours

 

3.8.2.         However the Mean Time To Clear will act as the sole measurement criterion.

 

3.8.3.         Note each additional 50km in Zone 4 above 250km carries an extra 1 (one) hour distance allowance.

 

3.8.4.         The Service Centres from which the distance to the unit will be measured are detailed below:

 

3.8.4.1. Bloemfontein

3.8.4.2. Cape Town

3.8.4.3. Durban

3.8.4.4. Johannesburg

3.8.4.5. Port Elizabeth

3.8.4.6. Pretoria

 

3.9.         Where we are not exclusively responsible for IMACDs (Installations, Moves, Additions, Changes or De-Installations) at your premises or equipment sites you are requested to advise all changes made to the Asset Base, on a monthly basis.  Adjustments to the total service pricing for quantity changes will only apply within that 30 (thirty) day window.  i.e. any reduction in charges due to a decrease in the base size will only be applied to the month in which the reduction in the base size was advised and will not be applied further retrospectively beyond this 30 (thirty) day window.

 

3.10.      Where parts have been purchased exclusively by us specifically for you and reasonably cannot be used elsewhere then you are requested to purchase these offered parts from us at a fair market value.  This only in the event of cancellation by you of the contract/agreement prior to the expiry of its natural term where the reason for termination is wholly outside of our control.

 

3.11.      You are requested to advise us within 5 (five) working days of any additions, deletions or changes to the equipment base that you have performed.   Where it becomes known to us that equipment exists on the base which would normally be serviced under maintenance but has not been advised to us by you then such applicable maintenance charges will be levied by us and backdated to the beginning of the then current maintenance contract year.

 

  1. LIMITATION OF LIABILITY

 

4.1.       Under no circumstances whatsoever shall we be liable for any indirect or consequential damages, or amounts for loss of income, profits, or savings howsoever arising and from whatsoever cause.

 

4.2.       We shall not in any event be liable in delict, breach of contract or for breach of warranty or otherwise for any amounts which cumulatively exceed the total amount received by us from you in the most recent 6 (six) month period in respect of the services performed in terms thereof.

 

 

  1. CANCELLATION OF ORDERS

 

5.1.       Notwithstanding anything contained in any contract/agreement, in the case of you seeking to cancel any order placed with us for any reason whatsoever, excluding breach of the contract/agreement on our part, then subject to our agreement to such cancellation in writing, you agree to be liable towards us for a cancellation fee equivalent to the higher of 5% (five percent) of the value of the cancelled order or the actual cost incurred by us in the procurement of materials and/or goods as well as for other expenses necessarily incurred in connection with the execution or planned execution of the order.

 

  1. COSTS

 

6.1.       In the event that we institute legal action against you for whatsoever reason, then you agree to undertake the payment of our legal costs if successful on the scale as between attorney and own client.

 

  1. JURISDICTION

 

7.1.       You hereby consent to the jurisdiction of the Magistrates Court having jurisdiction over it in respect of all proceedings in connection with this Agreement.

 

  1. INDULGENCE

 

8.1.       No relaxation or indulgence granted by ABMS shall be deemed to be a waiver of any of ABMS’ rights in terms of this Agreement and such relaxation or indulgence shall not be deemed a novation of any of the terms and conditions of this Agreement.

 

  1. CESSION AND ASSIGNMENT

 

9.1.       ABMS is entitled, without notice, to cede, delegate, sell, transfer, pledge, and/or hypothecate all or any of its rights and/or obligations under this Agreement and/or its rights of ownership in the Device(s). If such cession, delegation, sale, transfer, pledge, and/or hypothecation takes place, you shall, from the date of such cession, delegation, sale, transfer, pledge and/or hypothecation hold the Device(s) on behalf of such cessionary/ies, delegate, purchaser, transferee, pledge or other person (“Recipient”) in place of ABMS and, if so required by any such Recipient, comply with the instructions and directions of any such Recipient.

 

9.2.       ABMS hereby agrees, that in the event of such cession, to the extent that any such cession or delegation results in the splitting of claims ABMS hereby consents in advance to such splitting of claims.

 

  1. LAW APPLICABLE

 

10.1.     The Agreement shall in all respects be governed by and construed in accordance with the Law of the Republic of South Africa. All disputes, actions and other matters arising in connection with this Agreement shall be determined in accordance with such law.

 

  1. CERTIFICATES AND INDEBTEDNESS

 

11.1.     A certificate under the hand of any Director or Manager for the time being of ABMS whose authority or appointment shall not be necessary to prove, in respect of any indebtedness under this Agreement or in respect of any other fact, shall be prime facie proof of the indebtedness to ABMS or cessionary/ies and/or other fact, for the purpose of obtaining a judgement in any competent court.

 

  1. ETHICAL CONDUCT

 

12.1.     You hereby undertake to comply and adhere to ABMS’ Code of Ethics and Business Conduct when rendering its Services in terms of this Agreement.  Allied Electronics Corporation Limited (“Altron”), the ultimate holding company of the Service Provider adheres to the highest levels of lawful, ethical and responsible business conduct and it requires its subsidiaries, as well as ABMS, customers and stakeholders of the Altron group, in their interaction with the Altron group, to adhere to similar principles.  You are referred to the following documents that can be viewed on Altron’s public internet website at www.altron.com:

 

12.1.1.           the Altron Corporate Compliance Policy;

12.1.2.           the Code of Ethics for the Altron Group;

12.1.3.           the Corporate Gifts and Entertainment Policy for the Altron Group.

 

12.2.     You hereby confirm that you have read and understand the above mentioned policies and that you fully subscribe to the principles of ethical business conduct as are expressly or implicitly dealt with in the said policies.  For the sake of clarity, the relevant principles are summarized as follows:

 

12.2.1.           fair competition and avoidance of anti-competitive conduct;

12.2.2.           integrity in business dealings – no corruption or bribery;

12.2.3.           sustainability – no inappropriate risks for human health and the environment;

12.2.4.           equal opportunities in securities trading – no insider trading;

12.2.5.           proper record keeping and accurate financial reporting – no deception;

12.2.6.           fair and respectful working conditions – no discrimination;

12.2.7.           respecting the legal rights of others – no infringement of intellectual property rights;

12.2.8.           no conflicts of interest between business and personal rights;

12.2.9.           cooperation with the authorities – no misinformation;

12.2.10.         compliance with laws, regulations, rules and standards;

12.2.11.         observance of ethical obligations without causing harm other than by fair commercial competitive practices;

12.2.12.         not to supply defective or dangerous products;

12.2.13.         not to improperly induce or influence someone by the provision of gifts, entertainment or other gratification;

12.2.14.         to report any events or suspected events of bribery, corruption, improper inducement or influencing, or any other unlawful conduct.

 

  1. WHOLE AGREEMENT

 

These terms and conditions constitute the entire agreement between the parties, and no variations or amendments to any term or condition hereof shall be valid or binding on us unless reduced to writing and signed by an authorised representative of our company.

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