Terms and Conditions

Please read through our T&C's.

GENERAL:

1. DEFINITIONS AND INTERPRETATION:

In these Conditions, the Rate Schedule and every Quote, Order, Plan contract, or other arrangement in connection with the supply of Services, the following words have the following meanings:

“Client”, “You” or “Your” means a person who intends to contract with Us, and includes both a person whose name is on the request or on an email attached to which is request to contract, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears an order is placed, and in any case each of their heirs, successors and assigns;

“Conditions” means these terms and conditions;

“Services” means services sourced or provided by Us or provided by Us in connection with any such goods and/or services including Software and any goods or services provided in connection with any of those things;

“Software” includes software and any installation, update, associated software and any services provided in connection with any of these things;

“Trou idees website” shall mean a website specifically designed and managed by Trou idees that …………….

“Us”, “Our” or “We” means TROUI DEES, a private Company having limited liability having its registered address situated at Cambridge Office Park, Building C and its registration number being: 2016/1185511/07

2. APPLICATIONS OF THESE CONDITIONS:

Unless otherwise agreed by Us in writing, these Terms and Conditions are deemed to be incorporated in, and are applicable to (and to the extent of any inconsistency will prevail over), the terms of usage of the Trou idees Website and related services resulting from the usage of the Trou idees website or software.

The invalidity or enforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.

3. DURATION:

3.1 The Service Provider, by entering into this Agreement, commits to honor the conditions contained herein for a minimum period of 12 (twelve) months, commencing from the date of signature up until the expiry of a 12 (twelve) month period.

3.2 Pursuant to the initial 12 (twelve) month period, the Service Provider shall be allowed to continue making use of the services of Trou idees on a month-to-month basis.

4. TERMINATION:

4.1 This Agreement may be terminated by You upon sixty (60) days written notice if We:

  • 4.1.1 Fail to fulfill in any material respect its obligations under this Agreement and do not cure such failure within 7 (seven) days of receipt of such written notice.
  • 4.1.2 Breach any material term or condition of this Agreement and fail to remedy such breach within 7 (seven) days of receipt of such written notice.
  • 4.1.3 Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.

4.2 This Agreement may be terminated by Us upon thirty (30) days written notice to you.

4.3 Should You wish to terminate this Agreement before the end of the commitment term, You agree to pay all of the remaining payments up until the end of the commitment term.

5. REPRESENTATIONS:

You acknowledge that no employee or agent of Ours has any right to make any representation, warranty, or promise in relation to the supply of Services other than subject to and as may be contained in the Conditions.

6. NOTICES:

Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.

7. GOVERNING LAW:

The Conditions shall be governed by and construed in accordance with the laws of the Republic of South Africa, and the parties submit to the exclusive jurisdiction of the Republic of South Africa.

8. ASSIGNMENT:

You may not assign, transfer, or cede your rights and obligations under this Agreement to any third party without the prior written consent of Us.

9. VARIATION OF THESE TERMS AND CONDITIONS:

We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our Trou idees website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.

10. TROU IDEES SERVICES:

10.1 By entering into this Agreement, we make available our Website to You to make use of the Website of Trou idees in order to advance your business initiative and to participate in the network of other services providers making use of the Trou idees website and related services.

10.2 Trou idees shall assist You by creating your unique URL code;

10.3 The Trou idees Website shall have the functionality for You to make use of the access as a booking system and to obtain use of Venues and other Service Providers;

10.4 The Trou idees Website shall have the functionality for You to maintain your searchable profile fields for users to find your venue based on their unique criteria;

10.5 Trou idees reserves our right to accept and/or decline any Applications to take part in the Trou idees Website.

11. PRICING AND RATES:

The monthly fee to participate and make use of the Trou idees website and related services shall amount to R400.00 (Four Hundred Rand). When using our unique referral code, it will be R230.00 per month. The monthly cost is payable into the nominated Bank account of Trou idees. Trou idees shall render an Invoice on a month-to-month basis to You, which Invoice is due and payable by no later than the 1st of every consecutive month. Failure to make timeous payment will result in the services being terminated.

12. COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE:

12.1 You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice, and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavours to provide appropriate tests, troubleshooting, sound advice, and good recommendations in order to assist You, You will always indemnify and hold Us harmless in the provision of our Services to You.

12.2 We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customisation of new software or hardware for You or any other Work). Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.

12.3 Recommendations, suitability, functionality, and fitness for purpose: The parties acknowledge that:

  • 12.3.1 We may recommend that You purchase Goods provided by third parties from time to time;
  • 12.3.2 Recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used or some function sought to be fulfilled;
  • 12.3.3 You acknowledge that We have no control over many factors involved with the suitability, function, or fitness for purpose of services or Goods in an existing or new computer environment, e.g.:
    • 12.3.3.1 the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or
    • 12.3.3.2 the behaviour of third-party suppliers, e.g., in relation to support;
  • 12.3.4 You acknowledge that for a whole number of reasons outside of Our control, the service may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable or may not function properly in all or any respects;
  • 12.3.5 You acknowledge that the Services provided by Us may involve the very task of seeking to customise services so they may be fit for particular purposes and that customisation may be a very substantial project in itself;
  • 12.3.6 Accordingly, You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of:
    • 12.3.6.1 decisions as to whether or not to follow recommendations by Us;
    • 12.3.6.2 decisions as to whether or not to purchase or customise Goods or obtain Services for that or any other purpose; and
    • 12.3.6.3 any failure or defect in suitability, function or fitness for purpose of any Goods and/or Services, including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person;
  • 12.3.7 Where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose (whether expressed, agreed or otherwise), You must pay for those Services on time without any set-off or counter-claim, whether or not We are able to achieve any of such purposes, suitability, function or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to have made all reasonable endeavours to achieve those outcomes;

12.4 You will follow the instructions of Ours with regard to testing or troubleshooting any problems and that if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.

13. FORCE MAJEURE:

13.1 Force Majeure: If We are unable to supply any Services due to circumstances beyond Our reasonable control, We may cancel the agreement or cease to provide the Services by written notice to You, in which case You will hold Us harmless.

13.2 We will not be liable for any breach of contract due to any matter or thing beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion, diseases or accident.

14. LIABILITY:

14.1 Exclusion: Except as specifically set out herein and so far as may be permitted by law, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.

14.2 No liability for program or data loss: You indemnify and hold Us harmless in respect of any allegation, claim, loss or expense of Yours or any third party for any program or data loss or damage suffered by You or that third party arising directly or indirectly from the supply of the Goods or Services by Us to You. You acknowledge You are solely responsible for backing up Your programs and data in order to mitigate Your own potential loss of programs and data.

14.3 Limit on consequential damage: You indemnify and hold Us harmless in respect of any allegation or claim as to any indirect or consequential losses or expenses suffered by You or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to You or any third party.

14.4 Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage by You or a third party where We have failed to meet any delivery date or cancels or suspends the supply of Goods or Services.

14.5 General limit on liability: Except as otherwise expressly stated in these terms and conditions, We are not liable for any loss or damage of any kind however caused (including, but not limited to, by the gross negligence of Us) which is suffered or incurred by You in connection with:

  • 14.5.1 Goods or Services provided to You or any Work;
  • 14.5.2 these Terms and Conditions;
  • 14.5.3 Your use of Our website (including the use of a credit card or other debit device) or any linked website;
  • 14.5.4 the non-availability of Goods or Our Services for any reason;
  • 14.5.5 any act or omission of Ours or the provision of inaccurate, incomplete or incorrect information by You, or
  • 14.5.6 for any other reason whatsoever.

14.6 Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, it does not apply to that liability and Our liability for any breach of that condition or warranty is limited to Our doing any one or more of the following (at our election):

  • 14.6.1 replacing the Goods or supplying equivalent Goods, Services or Work;
  • 14.6.2 repairing the Goods or the Work;
  • 14.6.3 paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or
  • 14.6.4 paying the cost of having the Goods or the Work repaired.

14.7 Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted or modified.

14.8 Severance: If any provision contained in the Conditions is unlawful, invalid or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.

OUR RESPONSIBILITIES

15. PRIVACY STATEMENTS AND YOUR RIGHTS:

15.1 We are collecting Your personal information for the fulfilment of our Services to you and it may retain and use it for any such purposes (“Authorised Purposes”).

15.2 You are required to provide your personal information to Us for Authorised Purposes.

15.3 We may disclose Your personal information to other persons for the purposes of the fulfilment of Quotes, Orders and Work for you or in order to provide Goods or Services to You, to verify the information You provide, for enquiries about Goods or Services that may be suitable for your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of enquiries relating to any of the foregoing.

15.4 Otherwise We will not disclose Your personal information without Your consent unless authorised by law and undertake to comply at all times with the Protection of Personal Information Act (2013).

15.5 Your personal information will be held by Us at Our Principal Place of Business and You can contact Us to request to access or correct it.

15.6 We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if you submit incorrect information.

16. OUR WEBSITE:

16.1 We make no representations or warranties in relation to information available on Our website, including without limitation:

  • 16.1.1 that the information on Our website is complete or correct;
  • 16.1.2 that Our website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and that We endorse any internet site linked to Our website or any third party products or services referred to on Our website.

YOUR RESPONSIBILITIES

17. ACCESS TO SYSTEMS, SITES AND PEOPLE:

17.1 In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required.

18. PAYMENT, LATE PAYMENT AND DEFAULT:

18.1 Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing) by direct deposit into the designated bank account indicated on the statements and invoices in accordance with these Terms and Conditions and in the way set out in the Invoice.

18.2 7 days late: Where You fail to pay an invoice within seven (7) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You.

18.3 Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. You consent to legal cost and acknowledge your indebtedness of legal cost on an attorney and client scale in the event of our attorneys need to institute legal action for the recovery of any amounts due to Us. If You default in payment of any invoice on time, moneys which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.

18.4 Interest: If payment of any Sum Due is not made on time, We will charge interest daily on the Sum Due at the maximum rate allowed by the Prescribed Rate of Interest Act (Act 55 of 1975), calculated and charged daily on and from the due date until the Sum Due is paid in full.

18.5 Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:

  • 18.5.1 first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by Us in relation to any dishonoured payments, collection costs or any other action taken by Us for the recovery of any amounts owing by You to Us;
  • 18.5.2 secondly, in or towards payment of any interest due or payable hereunder; and
  • 18.5.3 thirdly, in or towards payment of Your debts to Us in order from the longest standing due to the most recently incurred.

18.6 Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding it may have exercised other rights under these Conditions.

19. SOFTWARE:

19.1 All Software licences are the responsibility of You and not that of Us. It is the duty of Yours to store all licences for all Software used, so that they can be reproduced if and when required. This includes all Software installed by Us.

19.2 You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:

  • 19.2.1 any unauthorised Software use by You;
  • 19.2.2 any breach of any Software licence in respect of Software provided to Us by You to be installed on one of Your computers;
  • 19.2.3 otherwise as a result of Us installing Software at Your where You are not authorised to use the Software; and
  • 19.2.4 any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.

19.3 All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.

20. COPYRIGHT AND CONFIDENTIALITY:

20.1 Warranty and breach: You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as if such warranty had not been breached (and regardless of any non-performance of any obligation by Us on account of or in connection with the breach of such warranty). You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs or expenses in connection with such breach of warranty by You.

20.2 Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.

20.3 Confidential Information: We acknowledge that in the course of providing Services to You, We may learn from You certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers or employees. We shall regard any and all information We receive which in any way relates or pertains to You, including Your customers, consumers or employees as confidential.

20.4 You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to Us.

As such, both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except unless permitted in writing by the disclosing party or as required by applicable law.

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