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Table of Contents

1. Introduction
2. Agreement
3. Duration
4. Requests
5. Changes
6. Additional services
7. Your data
8. Intellectual property
9. Non-solicitation
10. Our warranties
11. Disclaimer of warranties
12. Your warranties
13. Fees and payment
14. Limitation of liability
15. Breach and termination
16. Termination
17. Effect of termination
18. General

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1. Introduction

We are ROI Digital (Pty) Ltd (Registration number: 2015/158893/07), the service provider, and you are our customer under these terms. These are the general terms of our relationship with you. They cover any transactions where we provide services to you. A request contains the commercial terms of a specific transaction and incorporates these terms.


2. Agreement

2.1) Composition.

This agreement consist of these terms of service and any requests or any other specific terms applicable to the services (a request is any document in writing and signed by the parties describing the specific services that we will provide to you).

2.2) Definitions.

In this agreement:

business day means any day other than a Saturday, Sunday, or holiday (including a public or bank holiday) in the jurisdiction where we are organised;

business hours means our normal business hours on business days;

calendar day means a day counted from midnight to midnight and includes all days of the month, including Saturdays, Sundays, and public holidays;

sign means the handwritten signature or an electronic signature that the parties agree to use, of each of our duly authorised representatives; or

writing means the reproduction of information or data in physical form or any mode of reproducing information or data in electronic form that the parties agree to use, but excludes information or data in the form of email.


3. Duration

3.1) Commencement.

These terms commence whenever you accept them and continue until terminated.

3.2) Automatic renewal.

If a request involves a subscription, this agreement will continue automatically from the end of the initial term or subsequent automatic renewal period for an automatic renewal period equivalent to the initial term.

3.3) Renewal termination.

Either party may terminate this agreement before the end of the the initial term or subsequent automatic renewal period by giving the other party at least 30 calendar days prior written notice.


4. Requests

4.1) Capacity and authority.

You promise that you have the legal capacity and authority to enter into the transaction.

4.2) Invitation to do business.

Marketing is merely an invitation to do business and we only conclude this agreement when we actually provide the services to you.

4.3) Cancellations.

We may cancel any request, but we will refund any money you have paid if we do.

4.4) Time and place.

We conclude this agreement when we accept the request and where we are domiciled when we do.

4.5) Separate agreements.

Each request is a separate agreement, but you breach all of them if you breach one.


5. Changes

5.1) Changes to services.

Things may happen during the currency of a request which require changes to the services.

5.2) Procedure.

If either party requires any changes to the services at any stage, they will submit a written request for change (RFC) to the other party. The RFC will set out:

  • a description of the desired changes in enough detail for the other party to respond;
  • the reason for the changes; and
  • the effect of the changes on the services.

5.3) RFC.

If the RFC is made by:

  • You, we will investigate the services necessary to implement the changes, evaluate the likely impact of the changes on the services, calculate amended fees or time frames, and provide you with a written response;
  • Us, we will detail the services necessary to implement the changes, the likely impact of the changes on the services, and amended fees or time frames in the RFC.

5.4) Sign-off.

The parties will discuss and agree the changes and the party that submitted the RFC will amend it as necessary. The other party will then consider the RFC and will either approve or reject it within the period specified in it. If the party receiving the RFC:

  • accepts it, the parties’ duly authorised representatives will sign it off and it will become part of the relevant request; or
  • rejects it, this agreement will continue on the existing terms.

Neither party will unreasonably delay or withhold their agreement to the RFC, although they are not obliged to agree to it.

5.5) No changes until sign-off. Neither party may proceed with the changes until the parties have agreed to them in writing.

5.6) Exception.

The changes procedure does not apply to any amendments to the content of the agreement that do not directly impact the services, although the parties must execute those amendments in writing.


6. Additional services

6.1) Request for proposal. You may submit a request for proposal (RFP) to us any time you require additional services related to the services detailing the the additional services required together with any other requirements or relevant information.

6.2) Submission of proposal. We may submit a proposal to you in the form of a request.

6.3) Acceptance of proposal. The parties will execute the request if the proposal is acceptable to you.


7. Your data

7.1) Definition. Your data is any data belonging to you or your customer that:

  • you or your customer (or any third party on your behalf) provide to us; or
  • we generate, process, or supply to you or your customer in providing the services;

but excludes any derived data that we create for our own purposes or which is proprietary or confidential to us or our third party contractors.

7.2) Ownership. You own all your data, but give us a licence to use it to provide the services when you submit it through them.

7.3) Responsibility. We take the protection of your data very seriously and will always do everything in our power to protect it. However, we are not responsible for any of your data stored on the online services, you provide it to us at your own risk, and you indemnify us against any liability for it to the extent allowed by applicable law, including liability for information security, unauthorised access, and third party claims.

7.4) Location. Your data will remain wherever we place it initially, unless we have to transfer it to another country to comply with our obligations to you.


8. Intellectual property

8.1) Ownership. We or our third party licensors own all proprietary rights in our services and we or they may prosecute you for any violations of those rights.

8.2) Retention of rights. We own intellectual property rights in our technology and you may not use those rights without our permission. You do not acquire any rights in our technology if we use it in our performance under a request.

8.3) Trademarks. Our trademarks are our property and you may not use them without our permission. All other trademarks are their respective owners’ property.

8.4) Restrictions. You may not change, hire out, reverse engineer, or copy the services without our permission.


9. Non-solicitation

You will not contract with any of our personnel who were involved in implementing or executing a request during its duration or for 12 calendar months after its termination.


10. Our warranties

10.1) Service warranties. We warrant that we will:

  • employ enough trained personnel with the knowledge and expertise to provide the services;
  • provide the services in accordance with all applicable laws.

10.2) General warranties. We warrant further that we:

  • have the legal right and authority to perform our obligations under this agreement; and
  • will not knowingly introduce any malicious software into your systems.


11. Disclaimer of warranties

11.1) Disclaimer. You use the services at your own risk and we disclaim all other warranties to the extent allowed by applicable law. We are not liable for any defect that you cause.

11.2) Exclusion of liability. Despite our warranties, we are not liable for any defects that your negligence, failure to follow our instructions, or misuse causes.


12. Your warranties

12.1) Agreement warranties. You warrant that:

  • no one has induced you to enter into this agreement by any prior representations, warranties, or guarantees; and
  • you are not breaching of any other agreement by entering into this agreement.

12.2) Indemnity. You indemnify us against any claim for damages by any third party resulting from a breach of these warranties, including all legal costs. Legal costs will be on an attorney and own client basis if permissible under applicable law.


13. Fees and payment

13.1) Payment. You will pay us the fees on the due date in the manner agreed between the parties in writing. You may not withhold payment of any amount due to us for any reason.

13.2) Late payments. Additional surcharges and penalties agreed between the parties in writing apply to any payment we receive after the due date and you must pay them to us on demand. We may stop providing any services until you have paid all amounts due.

13.3) Interest. Overdue amounts on any outstanding invoice will bear interest for our benefit from its due date until you pay it at whichever rate is higher between:

  • 2% above our bankers’ published prime overdraft rate (a signed letter from our bank manager will be proof of this rate); or
  • 15%.

Interest will be payable on a claim for damages from when the damages were suffered.

13.4) Appropriation. We may appropriate any payment from you towards your indebtedness under this agreement.

13.5) Certificate. We may appoint an accountant to sign a certificate that will be proof of the amount due by you and the date on which it is payable.

13.6) Tax. All fees exclude any tax (unless indicated otherwise), which you will pay where applicable in addition to the fees.

13.7) Payment profile. We may provide any registered credit bureau with information about your payment of amounts.


14. Limitation of liability

14.1) Direct damages limited. We are only liable to you for any direct damages that the services may cause up to the total amount of fees that you have already paid us for them.

14.2) Indirect damages excluded. We are not liable for any other damages or losses that the services may cause you.

14.3) Your default. We are not liable for any damage or loss that your breach, misrepresentation, or mistake causes.


15. Breach and termination

15.1) Breach. If either party

  • does not fix a breach within seven days of receiving written notice from the other party;
  • breaches this agreement materially twice or more in six months;
  • is bankrupt or has some legal disability;
  • takes steps to or is closed down;
  • makes any settlement or arrangement with their creditors; or
  • fails to pay a court order against themselves for a significant amount within 21 days;

then the other party may:

  • make the party comply with this agreement; or
  • immediately cancel this agreement in writing and claim damages from the other party, including fees already due.

15.2) Suspension. We may immediate suspend your right to use the services if:

  • you try to gain unauthorised access to them;
  • we decide that your use poses a security threat to us or another user;
  • there is evidence of fraud on your account; or
  • we believe you are using them for an illegal purpose or in way that infringes a third party’s rights.


16. Termination

16.1) Termination for good cause. We may need to terminate this agreement immediately if we discontinue the services, believe providing the services could burden or pose a risk to us, have to terminate to comply with a law, or providing the services has become impractical. If we need to terminate, we will give you as much notice as possible in writing.

16.2) Termination for convenience. You may terminate this agreement or a specific request on at least 60 days written notice to us.

16.3) Duties on termination. We will stop providing the services, you will no longer be able to access them, and we may erase your data on termination, cancellation, or expiry of this agreement.


17. Effect of termination

17.1) Acceleration. All amounts due to us for the services become due and payable on termination, cancellation, or expiry this agreement.

17.2) Assistance. We may provide you with post termination assistance (such as data retrieval) subject to additional fees and conditions, but are not obliged to.

17.3) No expectation. This agreement does not create any expectation of continued service, agreement renewal, or any further agreement between the parties.


18. General

18.1) Resolving disputes. Either party may inform the other in writing if there is a dispute. The parties must first try to negotiate to end the dispute, then enter into mediation if negotiation fails, and finally go to arbitration if mediation fails.

18.2) Notices and domicile. The parties will send all notices to each others’ email addresses and choose their respective street addresses as their service addresses for all legal documents. The parties may change either address on 14 calendar days written notice to the other.

18.3) Beyond human control. Neither party is responsible for breach of this agreement caused by circumstances beyond human control, but the other party may cancel this agreement on written notice to the other if the circumstances persist for more than 60 calendar days.

18.4) Assignment. You may not assign this agreement to anyone. We may assign it to any successor or purchaser of our business or some of our assets.

18.5) Relationship. This agreement does not create an employment relationship between the parties.

18.6) Entire agreement. This agreement is the entire agreement between the parties on the subject.

18.7) Changes. Any changes will only apply to future services requests if we change this agreement.

18.8) Waiver. Any favour we may allow you will not affect any of our rights against you.

18.9) Severability. Any term that is invalid, unenforceable, or illegal may be removed from this agreement without affecting the rest of it.

18.10) Governing law. The law of whichever country we have our offices in when we enter into this agreement governs this agreement, such as England and Wales, the United States, or South Africa.

18.11) Jurisdiction. You consent to the jurisdiction of the lowest possible court for civil disputes in the region in which we were legally registered when we accepted this agreement in respect of any action or proceedings that we may bring against you in connection with this agreement, even if the action or proceedings would otherwise be beyond its jurisdiction without prejudice to our right to institute any action in any other court having jurisdiction.

18.12) Right to reference. You consent to us using your name and a general description of the services in any marketing or sales material.[/vc_column_text][/vc_column][/vc_row][vc_row type=”full_width_background” bg_color=”#0fe0b9″ scene_position=”center” text_color=”light” text_align=”center” top_padding=”60″ bottom_padding=”60″ overlay_strength=”0.3″][vc_column column_padding=”no-extra-padding” column_padding_position=”all” background_color_opacity=”1″ background_hover_color_opacity=”1″ width=”1/1″][vc_column_text]

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