Introduction
In these terms of service:
We are the service provider – Technolutions (Proprietary) Limited, registration number 2011/011660/07 and you are our customer.
These terms cover all services which we offer to you and which you access by logging in to our services on our website.
Agreement
Structure. The agreement consists of these terms of service and any other specific terms applicable to the services, including our Acceptable Use Policy and the service specifications.
The virtual servers provided by Technolutions on our network is strictly for use within our network. You are expressly prohibited from migrating, cloning, or replicating any part of these servers outside of our network. The subscription granted/rented from Technolutions monthly to you does not transfer ownership of the software; it remains the property of Technolutions. Additionally, any data generated or stored on these servers is not our property and can be exported Manually as required – if your entire bill is settled and up to date.
Any attempts to clone or replicate our virtual servers outside of our network will be considered a violation of these terms and may result in termination of services and legal action will be followed.
Interruptions.
Maintenance may interrupt the services.
Scheduled maintenance.
We will perform scheduled maintenance to our services from time to time. We will try our best to minimize the impact of scheduled maintenance on the system services (including performing the scheduled maintenance from midnight Sunday through to Monday morning). If the scheduled maintenance will take more than 120 minutes, then we will provide you with notice beforehand.
Emergency maintenance.
We may perform emergency maintenance when necessary. We will do our best to inform you of any emergency maintenance when it happens or as soon after it has happened as possible.
Co-operation with maintenance.
You must co-operate with any maintenance requirements that we tell you about.
Your Content
If you do not remove or disable access to the prohibited content within 2 business days of our notice to you, we may remove or disable access to the prohibited content or suspend the services. We may remove or disable access to any prohibited content without prior notice to you if we believe that it:
Our hosting provider takes reasonable security measures to protect the physical security of the data centres where we store your content.
You are responsible for maintaining the right electronic security, protection, and backup of your content. This may include using encryption technology to protect your content from unauthorized access, and routine archiving of your content. You can customize the services for increased electronic security by:
The services are designed to only allow you or your authorized users to access your content. You understand that we do not have access to your content. You must issue us with temporary identification details if you request support from us which requires us to access your content.
We are not required to make or maintain any backups of your content that is not subscribe too under this agreement.
You alone are responsible for:
You may install and host your applications in addition to using our services if you comply with the requirements and restrictions in our terms.
Your intellectual property.
You are the only and exclusive owner of all right, title, and interest in your applications and your content.
You grant us an irrevocable non- exclusive limited license to use your applications and your content in connection with providing the services.
When the agreement starts and ends.
These terms apply whenever you accept them by either:
specifically checking any checkbox saying that you accept or agree to them; or
using the services in any way by accessing them and will continue until terminated by either party.
Renewal. If any of our services are a subscription service, the agreement will continue automatically from the end of the initial term for renewal periods equal in length to the initial term.
Renewal period termination. You or we may terminate the agreement before the end of the initial term or later renewal periods by giving each other at least 30 calendar days’ written notice.
Request. You request to use our services whenever you apply for services and start using the services through our website.
Capacity and authority. You promise that you may conclude this agreement, meaning that you have the legal capacity and authority to enter into the agreement.
Cancellations. We may cancel any request, but we will refund any money you have paid in relation to the specific request if we do.
Right to use. We grant you a right to use the services with the restrictions listed below:
Conditions for access. We will only provide online service access to you or your authorised users on the conditions that you or each one of them will:
We will do our best to make the online services available at all times, however we cannot guarantee that they will always be available. The services may be unavailable for scheduled and emergency maintenance, or for reasons beyond our reasonable control.
If we believe that all or some of your content is prohibited, we will let you know and ask that you remove it or disable access to it if we believe that it:
We give you a limited, non- exclusive, non-transferrable, license which we may withdraw, to use our services to:
We will do our best to provide you with the services at 99% uptime, but we accept no responsibility for the services being down for more than 1% of the time.
We will have a disaster recovery plan in place which we will implement if needed.
You may be allowed to use certain software third party licensors provide as part of the services. The third party does not sell or distribute the software to you and you may only use it as part of the services. You may not transfer it outside the services without our written permission. Your use of third-party software is governed by third party software terms. Your use of third-party software is at your own risk. You are responsible for testing third party software with our services.
We provide basic support to you for the services in the form of content posted on our website and a help desk.
We will provide a help desk during business hours for support requests.
Level one support is your responsibility and includes the initial recording and diagnosis of requests reported to the help desk. You will resolve user errors and handle information requests. Your support resource will, before logging a request with our help desk, research any problem and will make sure that all the details relating to the problem are available to disclose to our help desk.
Level two support is our responsibility and includes replying to requests from you or your staff placed with our help desk, stating the necessary information. The request must be made in writing, either by email or using the website. Once a request has been resolved, our help desk will inform you. You will within a reasonable period thereafter (having regard to when the problem would reasonably be detected by you again) inform us through our help desk whether the correction was satisfactory to you or not. If no notice is received, then the problem will be regarded as resolved to your satisfaction.
Third party supplier support. If a request involves a third-party supplier, we have primary responsibility for enforcing service levels and turnaround times from the third party.
End user support excluded. We are not obliged to reply to support requests from or relating to your end users, if applicable.
Additional support. You may request additional support over and above the basic support for the services that we provide. We will charge additional fees for any additional support and will provide these fees to you upon request.
Definition. Your data is any data belonging to you or your authorized user that:
Ownership. You own all your data but give us a right to use it to provide the services to you, when you provide us with access to it.
We do not own it. We do not own any of your data. However, we do own our derived data. Your data does not include any derived data that we create for our own internal purposes. Derived data is any of our own data that we create from your data, such as through aggregation, de-identification, or anonymization.
Responsibility for your data. We take the protection of your data very seriously and will always do everything in our power to protect it.
We will:
(ii) how we have carried out due diligence on them;
Location. You consent to us transferring the services or any part thereof to our group of companies, associated companies, service providers, or agents who may be located in other countries for the purpose of providing the services.
Confidential information is any information that the parties share with each other in terms of this agreement, with the intention that the other party should keep it secret. This includes personal information, business records, or customer details.
The parties will keep any confidential information received from each other confidential and the receiving party will:
The parties will give back to each other all confidential information that we have of each other at the end of the agreement, unless:
Each party indemnifies the other against any loss or damage that the other may suffer because of a breach of this confidential information clause by either party, or an employee or agent of a party.
Survival.
This clause about confidential information is separate from the rest of this agreement and remains valid for five years after the end of this agreement.
We or our third party licensors own all rights in our services and we or they may prosecute you for any violations of these rights.
Our technology is anything that we have or acquire rights in and may use to perform our obligations under the agreement.
We own all intellectual property rights in our technology, and you may not use those rights without our permission. You do not get any rights in our technology if we use it to provide services to you.
Our trademarks.
Our trademarks are our property, and you may not use them without our written permission. All other trademarks are their respective owners’ property.
Restrictions. You may not change, hire out, reverse-engineer, or copy the services without our written permission.
Your intellectual property. You grant us a non-exclusive and royalty-free license to use any of your trademarks and copyright works which you deliver to us for the purposes of providing the services. We may not use them for any other purpose without your written permission. The license expires automatically when the agreement ends. You keep all rights in your trademarks and copyright works despite this license.
You will not contract with any of our staff, other than through us, who were involved in providing services for 12 calendar months after its termination
You will pay us the monthly access fee specified for the services on the first calendar day of each month, starting on the effective date.
Debit order payments will run on the first day of each month.
All payments must be made by the seventh day of each month.
We may suspend your services if payments are not made by the last day of the month.
We may increase the fee once during each successive period of 12 calendar months calculated from the effective date by giving you 1 calendar month’s advance written notice. On receipt of the notice, you may terminate this agreement by giving at least 1 calendar month’s written notice beforehand.
If, after the effective date, the fee payable by you increases as a result of an increase in services for whatever reason, including you electing to use additional services, you will pay us the additional fee as we agree to.
We will not erase your content when we suspend your services.
We may modify, suspend, or discontinue providing the services without reason (with or without notice) and will not be liable to you in any way.
We may immediately suspend your right to use any of the services if you violate our acceptable use policy, that we may have in place from time to time. You understand that you must read our acceptable use policy and abide by it.
In the event that we suspend your access to any services, we will not take any action to intentionally erase any of your data in our possession during the period of suspension and the fees will continue to add up.
Service warranties. We confirm that we will:
We warrant further that we: have the legal right and authority to perform our obligations under the agreement; and will not knowingly introduce any malicious software into your systems.
You use the services at your own risk. We are not liable for any defect or problem that you cause relating to the services.
Exclusion of liability.
Under no circumstances are we responsible for any defects that are caused by you being negligent or misusing the services or any part of the services.
no one has forced you to enter into the agreement in any way; and
you are not breaching any other agreement by entering into the agreement.
Indemnity. You indemnify us against any claim for damages by any third party resulting from a breach of your warranties, including all legal costs. Legal costs are the costs that a lawyer may recover from a client for expenses and professional services, if the costs may be charged under any applicable laws.
Direct damages. We are only liable to you for any direct damages that the services may cause up to the total amount of three months’ fees that you have already paid us for them.
Indirect damages. We are not liable for any other damages or losses that the services may cause you.
Your default. We are not liable for any damage or loss that your breach, misrepresentation, or mistakes cause.
Breach. If either party:
With regards to the breach, then the other party may:
Suspending the services. We may immediately suspend your right to use the services if:
We will not delete your content while the services are suspended.
Termination for good reason. We may need to terminate the agreement immediately if we:
If we need to terminate the agreement, we will give you as much notice as reasonably possible, in writing.
You may terminate the agreement on at least 60 days’ written notice to us.
We may terminate your agreement if you are found abusing our services or staff. Abuse will include abusing the services we provide as well as any abuse shown towards our staff members during their communication with you.
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 the agreement.
All amounts due to us for the services become due and payable on termination, cancellation, or expiry the agreement.
Fees charged for our hosting services will not add up once we have terminated the services.
We may provide you with assistance after termination (such as data retrieval) subject to additional fees and conditions, but are not obliged to.
The agreement does not create any expectation of continued service, agreement renewal, or any further agreement between the you and us.
Either party may let the other party know in writing if there is a dispute that must be solved. The parties must first try to resolve the dispute between themselves within 10 business days.
If the dispute is not resolved by the parties within 10 business days, the parties may refer the dispute to mediation under AFSA’s rules.
If mediation fails, the parties must refer the dispute within 15 business days to arbitration (including any appeal against the arbitrator’s decision) under AFSA’s latest rules for expedited arbitrations. The arbitration will be held in English in Johannesburg, South Africa. The parties will agree and appoint 1 arbitrator. If the parties cannot agree on the arbitrator within 10 business days after the referral, the Secretariat of AFSA will appoint the arbitrator.
Entire agreement.
The agreement is the entire agreement between the parties relating to the services
South African law governs this agreement.
The parties will send all notices to each other’s email addresses and choose their respective street addresses as their service addresses for all legal documents. Our email and street addresses are available on our website, while you provide your email and street addresses to us when concluding the agreement. The parties may change either address on 14 calendar days’ written notice to the other party.
Neither party is responsible for breach of the agreement caused by circumstances beyond reasonable control, but a party may cancel the agreement on written notice to the other party if the circumstances continue for more than 60 calendar days.
You may not transfer the agreement to anyone. We may transfer it to any permitted replacement entity or buyer of our whole business or any part of it.
The agreement does not create any kind of relationship between the parties, except as written in the agreement.
We will let you know notify you of any changes to the agreement by email. Those changes will only apply to future services orders. If you do not agree with the changes, you must stop using the services. If you continue to use the services following notification of a change, the changed terms will apply to you and you will be regarded to have accepted them.
Any indulgence or favour we may allow or give you will not affect any of our rights against you.
Any term that is invalid, unenforceable, or illegal may be removed from the agreement without affecting the rest of the agreement’s validity.
You consent to the jurisdiction of the Magistrates’ Court for 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 that court’s jurisdiction, without prejudice to our right to institute any action in any other court which has jurisdiction
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