Softillion Terms and Conditions
By requesting any Products or Services (“Project”, “Product”, “Service”), from Softillion you (“Client”) agree that you have read, understood, and agree to be bound by our terms and condition and are aware that you are entering a binding contract with us. These terms and conditions apply to our Products, Services and our website www.softillion.com (“Site”), which is owned and operated by Softillion (PTY) Ltd (“us”, “we”, “our”). The use of our Site, artifacts, methods and procedures is strictly prohibited and any and all such property remains the property of Softillion at all times and may not be used or recreated outside Softillion. The headings of clauses, sub-clauses are included for convenience only and shall not affect the interpretation of this Agreement in any way. Words importing the singular number shall include the plural and vice versa, words relating to natural persons shall include associations of persons having corporate status by statute and/or common law, and words importing either gender or the neuter shall include both genders and the neuter.
CHANGES TO THE TERMS AND BUSINESS PROCEDURES
All terms and conditions are E&OE and Softillion (PTY) Ltd reserves the right to change the terms and conditions as it may require. Please consult the terms and conditions regularly and take note of any changes we have made as your requested Product or Service and usage of our Site, after such changes are implemented, constitutes your acknowledgment and acceptance of the changes. We may update and change our business procedures, processes, methodologies and artifacts from time to time, however use of our Site, Services and/or Project artifacts affirms your consent to the current Terms at the date thereof.
SOFTWARE DEVELOPMENT PROCESS
The Client understands and agrees to the Softillion software development process as follows. Softillion reserves the right to amend this process based on factors that Softillion may deem fit on each Project or Client. The process terms and conditions below supercedes any documentation sent to the Client about the Softillion process.
Step 1 (Deposit to Start): A minimum of 50% deposit to start the Project is required within 7 days of acceptance of the quotation. All quotations are strictly valid for 7 days from date of receipt after which it will automatically lase and have no force or effect if not accepted. Only upon receiving confirmation of payment will Softillion initiate the project by sending the Client the Project Brief document to complete.
Step 2 (Project Brief): The Client will send the completed Project Brief document to Softillion. Softillion will not commence a project unless the Project Brief is filled in and completed thoroughly and correctly.
Step 3 (Design Document): Softillion will then design the Product in alignment with the quoted requirements
Step 4 (Design Sign Off): Softillion will provide the Design Document to the Client for Sign Off. By signing off the Design Document the Client fully agrees and confirms that all “Design”, meaning: requirements, number of pages, page flow, process flow/s, functionality, buttons, location of design elements and features, sizes of all picture and text areas, and ancillary specifications are all correct and only those presented within the Design Document will be attended to by Softillion. The Client therefore will not hold Softillion liable for any more Design changes that the Client may think of or recall after signing this document. This Sign Off will supersede any records or commitments made on the Design, which includes the quotation, emails and verbal communications. Softillion has the sole discretion to revert back to the quotation if it is seen that features contradict the original quotation. The Client understands and agrees that any changes to the Design from this point forward will impact the timeline and cost and will be for the Clients account regardless whose error it may have been. The Client also agrees that the design Sign Off does not include “Content” meaning: Titles, wording, images, categories and other Client company information that has no impact to functionality or design.
Step 5 (Development): Softillion will only commence development once the Client has provided Design Sign Off and provided Softillion with a copy thereof. A few products, pictures or content items may be inserted at the sole discretion of Softillion and the Client agrees that Softillion has the sole discretion of choosing how many products are uploaded.
Step 6 (Functionality Testing Signoff): Softillion will provide the product to the Client for testing. The Client agrees to conduct comprehensive testing on the product functionality for a period of 7 days after which the Client will provide one list of fixes to Softillion within 7 days of receiving the test product, together with functionality testing Sign Off. The one list of fixes must be provided in the format or means that Softillion requires together with the Sign Off for testing. The Client understands that any subsequent changes not contained in the signed off list will not be the liability of Softillion and any additional time and cost regardless of whose error or mistake it was found to be will be quoted separately and paid by the Client. The Client agrees that all changes will be in keeping with the Design Document and that any changes not found in the Design Document will be deemed as not included in this project. Softillion has the sole discreation to revert back to the quotation on features that are seen to be over and above the orginal quotation. The Client agrees and understands that Softillion may ignore any requested changes that are outside the signed off design or deemed as content (Wording, pictures, videos, audio files, products, categories or field changes).
Step 7 (Development of Fixes): Softillion will only commence development fixes once the Client has provided Testing Sign Off and provided Softillion with a copy thereof. Softillion may choose to skip this signoff form based on the Project and Client. Softillion will make all the necessary changes in line with the signed off design document and nothing further. Softillion may choose to conduct a certain amount of changes without Sign Off if the Softillion team deem fit.
Step 8 (Content Signoff): The Client agrees to provide one list of Content (Wording, pictures, videos, audio files, products, categories or field changes if applicable to the design) to Softillion and no new fixes. All content must be in line with the Design Document and will not detract from the constraints. The one list of Content must be provided in the format or means that Softillion requires together with Sign Off. The Client agrees to provide a reasonable amount of Wording, Pictures and Categories all in a digital format as requested by Softillion, and no more than 5 pages of content, 20 pictures, 20 categories, 10 fields on forms / registration, 10 items on dropdown lists, 10 items on check boxes, 5 PDF documents, 3 Social links, 5 Business Locations or 5 Contact numbers will be provided. Any amount exceeding the provided quantities are at the sole discretion of Softillion and may be quoted separately for the additional development / upload required. The Clients agrees that this is reasonable. All Client loading Content are to be uploaded by the Client after the final payment is received.
Step 9 (Development of Content): Softillion will only commence Content Inclusion once the Client has provided Content Sign Off and provided Softillion with a copy thereof. Softillion may choose to skip this signoff form based on the sole discretion of Softillion and thus Softillion may effect the clauses in “Client Deliverables” at any time. The Client shall not lay claim to discretionary work done by Softillion. Softillion may choose to remove all discretionary work done at any time. Softillion will make all the necessary changes in line with the signed off design document and reasonable content. The Client agrees that this is reasonable.
Step 10 (Verification and final payment): The Client shall verify that all the changes provided in line with the Design Document are completed. The Client will not hold Softillion liable for any changes that are not within the signed off Design Document. If the Client identifies a change that was not done in line with the agreed change list then the Client shall request Softillion to rectify and complete the change. When the Client is happy with all the changes the Client agrees to pay Softillion the final Payment and send the proof of payment to Softillion.
Step 11 (Training and Client Uploads): The Client shall receive training from Softillion for a period of 1 hour telephonically. If the Client requires additional Training, then Softillion may quote for the effort required. Depending on the Project or agreement, Softillion may allow the Client backend access. Access may be provided by Softillion upon the Client signing off the Backend Access Signoff form. All Client loading Content such as products may be uploaded only at this stage, after final payment and the necessary signoffs.
Step 12 (Project Closeout): Softillion will request the Client to fill in the Project Closeout Document or send through the respective deployment information. This is to provide Softillion with all the necessary information to place the Product in the live environment. Softillion will not be able to place the Product into the live environment if the requested information is not received. All Products will be deployed into a Softillion hosting package unless Softillion was notified upfront that another hosting provider will be utilised. The Client understands that all migration of Products to external hosting providers will be an additional cost that will need to be quoted for separately, depending on the hours / days necessary.
Step 13 (Deploy Product): Softillion will deploy the Product into the live environment. All deployments will take 48 hours to be completed. No deployment will occur if the final payment and / or the deployment form has not been signed off.
BRANDING / SEO / CONSULTING / OFF THE SHELF
The Client agrees that they have been communicated on the necessary process information around these products and services either via verbal and/or non-verbal communication prior to commencing with the initiative.
Softillion reserves the right to stop a Project at any time in the event the Client does not comply with our business process/procedures in any way. Softillion will not be liable for any delays whatsoever and any delays or communicated Project timelines are estimations and therefore Softillion cannot be held liable for timeline commitments. Clients may not hold Softillion liable for any business impact or loss of business based on timeline estimation or commitments made by the Softillion team. The Client agrees that any delay, postponement, stop, cancellation or refusal of any of Softillion’s business process by the Client, will indemnify Softillion fully from any communication, changes or work done thereafter. Any work done out of the ordinary business process and procedure as set out above is at the sole discretion of Softillion and therefore Softillion will not be held liable for any work thereafter for whatever reason. Softillion has the right to stop a Project regardless of commitments made if found or presented that the Client HAS maliciously or deliberately stopped, slowed down the project, or refuses to Sign Off the design or product documentation unreasonably. Softillion may change the business process from time to time based on the Project or changes to their business processes and procedures without derogating from its right therein. Client agrees with such changes and acknowledges that such is not an indulgence or change to the standard terms and conditions set out herein.
Provide all reviews and approval Sign Off requested by Softillion. If in the event the Client does choose to avoid a review, Sign Off or to provide the respective proofs, then the Client is seen as solely and voluntarily cancelling/terminating the Project. The Client, therefore, indemnifies Softillion completely from all commitments, timelines, impact, Product functionality, workings and all actions made by Softillion hence forth. The Client also agrees to the Termination and Variation clauses below.
The Client is held responsible for approving all Products, designs and ensuring accuracy and suitability. This includes, but is not limited to; spelling, grammar, images, design, quantity, illustrations, functionality, flow, structure and process. Softillion will not be held liable for any bugs, defects or errors found that are not identified up front or within 7 (seven) working days after receiving the test Product link or draft design. It is the Client’s responsibility to request another copy of the proof if it proves too difficult to read or changes are required. Final proofs must be signed and dated by the Client before any digital publication can initiate.
Softillion will not be responsible for any viruses, data loss, corruption or errors made whatsoever. All maintenance is done subjectively and is in no way definitive or not subject to damage in that time frame. The Client indemnifies Softillion from any data loss or business loss during that time frame and the Client will not hold Softillion accountable should any event occur during such time.
Softillion provides a 6 (six) months warranty on all source code developed by the company. In the event that an error may occur with the software source code, then the Client can simply notify Softillion. The warranty is lost or terminated if the software is moved or not hosted by Softillion or when any other developer or company has hampered, interfered or changed the source code in anyway shape or form.
The Client agrees that all software developed by Softillion will be hosted by/through Softillion unless the Client communicates prior to commencing a Project in writing that the Client has chosen a different Service provider. Upon the Client choosing a separate hosting provider, the Client understands that Softillion shall require Client Sign Off on the migration and subsequently shall charge a migration fee. The migration fee may range between R1000.00 and R100 000.00 depending on the resources needed and time spent and will be charged at R750 per hour / alternatively R6000 per day. The Client agrees that the migration fee is reasonable and payable prior to commencing with the migration.
TRAVEL AND EXPENDITURE
All charges below are to be settled before the expense is incurred unless it is explicitly stated as included in a product quotation. For all off-site meetings within the Gauteng region, the Client will be charged R2 per a km and a callout fee of R550. For all off-site meetings outside the Gauteng region, the Client will be charged all travel costs, accommodation and reasonable daily expenditure for each Softillion representative. All unforeseen expenditure not explicitly stated in the quotation will not be deemed to be included, even if such an event or requirement is seen to be ambiguous in its nature. All ambiguous requirements will be to the sole interpretation, discretion and understanding of Softillion.
TRANSFERRING A PRODUCT
The Client indemnifies Softillion (PTY) Ltd completely from any warrantees, issues found, misunderstood aspects, recovery of files and any projects related to code or open files being transferred. Softillion shall not be held responsible for any failure of file transfers, corruption of data or missing files due to the migration to a 3rd Party platform chosen by the Client. The Client further indemnifies Softillion from any legal action by any person including the Client or any other third party requesting and receiving the files of their product. Softillion shall require Client Sign Off on the transfer and subsequently shall charge a transfer fee. The transfer fee may range between R1000.00 and R100 000.00 depending on the resources needed and time spent and will be charged at R750 per hour / alternatively R6000 per day. The transfer fee is payable prior to commencing with the transfer. Clients agrees that this is reasonable.
ECOMMERCE / ONLINE PAYMENTS / PRODUCT
If you pay for a product or development with Softillion that you agree that if the product requires ecommerce / online payments functionality, our unbeatable prices are due to our proud partner Paycent (PTY) Ltd, hence Paycent will be the sole payment mechanism on your product for the lifetime of your product regardless of who or which company amends the product that Softillion had worked on. The Client understands and agrees that Paycent (PTY) Ltd is a third party provider to Softillion.
All prices and related information provided within the quotation are exclusively intended for the Client and are confidential. All quotations provided are valid for a period of seven (7) days where after they will lapse automatically. Quotations may be subject to change if additional work is required after step 5 above. Quotations that are initially generated and accepted and declined thereafter without payment of a deposit, will incur an admin fee of 10% of the quotation. Requirements or deliverables within a quotation may not make reference to other documentation or artifacts outside the quotation. Any reference to documentation, website links, Services or Products are not binding to the quotation and the Client hereby indemnifies Softillion against any accountability for any requirements outside the quote whatsoever. Any artifacts or communication sent to the Softillion team prior to the drawing up of the quotation are in no way binding to the quotation or the deliverables of Softillion. The Client indemnifies Softillion from any references that may occur in a quotation.
Softillion reserves the right to request a deposit from the Client prior to starting work on their Project. A deposit of at least 50% of the amount quoted will be required before any work may commence, with the remaining balance to be paid on collection and acceptance of the completed Product. All deposits and payments are strictly non-refundable. No Projects such as but not limited to digital artwork, software or hardware will be delivered to the Client until full payment has been received by Softillion.
- The final payment is due and payable prior to the receipt of the full Product by the Client.
- Interest on Payment Plans (If Applicable): All interest is included in the monthly payment amounts. If in the event that the Client does decide to pay or settle their account early, then Softillion may, at its own discretion, remove the total or partial interest from the remaining amount and provide the Client a total settlement balance. This agreement will be formulated and signed between the parties.
- Breach of Payment Plans (If Applicable): All payments must be honoured, kept to or paid at the agreed dates on the contract or agreement. Softillion may charge a penalty fee for outstanding amounts shall be paid up no later than 10 business days from the date of breach and may stop all work, Projects and/or Services offering until the funds are settled. Reactivating or starting any Project or Product may have a timeline or cost attached to the event in Softillion’s discretion. All software is owed by Softillion until such time that all outstanding amounts are paid or settled to Softillion, there after the software becomes the ownership or property of the requestor/customer/ unless agreed otherwise in writing.
- All deposits and funds are non-refundable. No software will be released or deployed into hosting until the final payment is received or that the payment plan is being honoured.
LATE OR NON-PAYMENT FOR EXISTING CLIENTS
- Suspension may mean the prevention of access to your Product or suspension of work on the product.
- Non-payment for more than 60 (sixty) days is considered as a voluntary cancellation of the Project by the Client. The property of the Product then stays with Softillion.
- Back-ups of web content and emails are not guaranteed.
- Softillion will accept no responsibility for any loss of data or transactions during this period.
- Domain name reservations are not guaranteed.
- Should your hosting Services be suspended due to late payment, the application for the renewal of Services is subject to a reactivation fee of a minimum of R1500.00.
- Softillion reserves the right to charge interest on late payments at the prime interest rate of South Africa + 5% compounded.
Should the Client for any reason delay the supply of information necessary, Sign Off or payment for completion of the work, as accepted in the quotation, for a period less exceeding 30 (thirty) days, the project will be placed in a dormancy state. A reactivation fee of a minimum of R1000.00 will be charged upfront to reinstate the project within the next 30 (thirty) days. No project may be reactivated without the reactivation fee being received. All projects reactivated will need a new project flight plan and any prior timeline commitments will have no bearing.
Should the Client for any reason delay the supply of information necessary, Sign Off or payment for completion of the work, as accepted in the quotation, for a period exceeding 60 (sixty) days, the Client will be invoiced in full amount for work completed to that date. All Products, material and content created by Softillion will be the sole property of Softillion and will be treated with the utmost confidentiality by the Client.
Paying the initial deposit does not mean the project will be started immediately. Upon receiving payment, Softillion will position the client’s project on the team’s backlog to be started. Softillion shall communicate the respective dates either when requested or proactively to the client. Softillion will not be held liable for estimated timelines.
All project timelines are estimations. Softillion will not be held liable for any business damage or loss based on timelines. All timelines need to be continually be adjusted due to the process that Softillion follows.
PRODUCT / PROJECT
The Client is fully liable for the strategy, workings, insights and concepts of the Product. The Client agrees that any changes or amendments to the original Product will impact the estimated timeline and will require additional costs. Customers also ensure that they have tested the Product thoroughly
BACK END ACCESS
If the customer requests any back end access or have any other development entity / individual enter the system in the back end, then any guarantee or warranty will cease to exist (be automatically revoked) from the point the passwords were provided or the system was tampered with. Any issues experienced on the Product will then need Softillion to quote for assistance, fixes, redeployment and/or changes. The Client agrees that Softillion will not be held liable for any security breaches whatsoever. Softillion may refuse or revoke access in the event that the Product is still in development, not completed, payments are outstanding, Softillion has not recieved final payment or malicious intent is found.
No company, entity, individual, Client or party shall remove the “Powered by Softillion” slogan attached to the UI, Interface or Screen of the Product. This clause holds true for the lifetime of the Product and even if changes are made to the source code. Softillion may utilize your Product, testimonial, comments or communications for marketing purposes. All Sales and Marketing promotions are subject to E&OE and Softillion (PTY) Ltd reserves the right to change or amend promotions.
THIRD PARTY PROVIDERS
The Client fully indemnifies Softillion from any third party inefficiencies and agreements. Softillion is merely a reseller and will not be accountable for any legalities or issues between third parties whatsoever.
TERMINATION & VARIATION
All deposits and/or funds received are strictly non-refundable, this includes but is not exclusive to deposits, payment plans, upfront payments, final payments and any other payments; All terminations and variations are subject to the following clauses:
- If a Project is cancelled, closed, stopped or postponed by the Client voluntarily, then the Client fully indemnifies Softillion from any legal action and Softillion is not obligated to refund the Client for any reason whatsoever, Softillion may choose to not provide any of the artefacts, documentation, presentations, passwords or Product to the Client. Softillion is not obligated to perform, complete or provide any further work, duties or actions from the date of receiving the communication from the Client;
- If a Project is cancelled, closed, stopped or postponed by both Softillion and the Client, then Softillion will solely determine the percentage of the work commenced or completed to that date. The Client is then obligated to settle the invoice for all work already commenced or completed within 30 (thirty) days of receiving such a notification;
- Softillion reserves the right to charge additional costs or increase the delivery estimated time if the Client requests any amendments to the original brief or if any hidden effort is uncovered by the Softillion team;
- No Product/password will be released to the Client until all sign-off and payments have been settled. The Client will be invoiced this amount minus any deposits or money paid on the Project to date;
- Softillion will declare a Project completed if no response is received from the Client within 21 days of communication being sent by Softillion employees. Softillion reserves the right to keep, resell, reuse, delete or copyright any Products that have an unsettled invoice for more than 60 (sixty) days. In other words, Softillion reserves the right to the Product after the lapse of the 60 (sixty) days of non-payment.
OWNERSHIP / COPYRIGHT / INTELLECTUAL PROPERTY
Unlawful use of our work by the Client is strictly prohibited. The Client indemnifies Softillion from all pictures, logos, content and Products sold or Services offered through the Product. All work and ownership of copyright over all concepts and/or Products remain with Softillion until such time that all outstanding balances and documentation is provided to Softillion. Softillion may choose not to transfer the Product back to the Client for any reason whatsoever if the Client settles outstanding balances outside the 60 (sixty) day period. This includes, but is not limited to; logos, symbols, illustrations, website, scripts, mobile applications and systems. The use of Product prior to payment is illegal. Softillion and their Partners retain the right to utilize the work and all elements for portfolio, marketing and self-promotion purposes.
The Client agrees that Confidential Information shall not be utilized for any other purpose/s other than for the partnership and delivery between Softillion and the Client. Such Confidential Information is stated as follows: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, Products, patent applications, and other proprietary rights; or (4) specifications, presentations, documents, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information. The Client understands and fully respect the confidentiality of Softillion. The Client indemnifies Softillion from any legal proceedings and hereby agrees that Softillion shall not be held liable for customer ideas, concepts or similar Products that are requested by other entities.
All Softillion partners, staff, contractors and any other Softillion related parties, entities or individuals involved in the delivery of the Projects, ventures, communication or process shall not be poached, approached, hired, used or contracted for any reason what so ever, this clause also includes but is not exhaustive to the personal capacity, relations, other related shareholder businesses of the representative. This clause holds true for at least 1 (one) year after such a person leaves/resigned from Softillion.
LIMITATION OF LIABILITY
In no event will we, our suppliers, or other third parties be liable for any damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of Softillion products or projects, any websites linked to this site, or the materials or information or services contained at any or all such sites, whether based on warranty, contract, tort or any other legal theory and whether or not Softillion PTY Ltd (Softillion) has been advised of the possibility of such damages. if your use of the materials, information or services from a Softillion product or project results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so these limitations or exclusions may not apply to you.
Client hereby agrees that any legal proceedings, if any will be conducted IN THE REGIONAL COURT FOR THE REGIONAL DIVISION OF GAUTENG HELD AT RANDBURG.
Parties agree that each and every term or condition of this Agreement is severable from the rest of the Agreement, and should any term or condition of this Agreement be in conflict with any applicable law, or be held to be unenforceable or invalid for any reason whatsoever, such term or condition shall be treated as pro non scripto and shall be severable from the balance of the Agreement which shall continue to be in full force and effect.
Softillion PTY Ltd (Softillion) Terms go into more detail and address specific issues around our Product development, methodology and business process. These terms must be viewed as an extension of our General Terms. Softillion PTY Ltd (Softillion) (Registration No: 2014/118884/07) (“Softillion”) is a web development, software development, systems, graphic design, it Services and web hosting Service provider that offer a range of Services to its customers. Softillion provides the Services to its customers subject to the Softillion Terms and Conditions. The Client fully understands and agrees to the Softillion Terms and Conditions.