Softillion Terms and Conditions
CHANGES TO THE TERMS
The terms and conditions may be changed at any time at our discretion. Your requested Product or Service, usage of our Site, after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult the terms and conditions regularly and take note of any changes we have made. All terms and conditions are E&OE and Softillion (PTY) Ltd reserves the right to change the terms and conditions as it may require.
CHANGES TO OUR BUSINESS PROCEDURES
We may update and change our business procedures, processes, methodologies and artifacts from time to time. However, please note that the information on our Site and Project artifacts may be out of date at any given time and we are under no obligation to update it. Continued use of our Site, Services and/or Project artifacts affirms your consent to the current Terms.
Softillion reserves the right to stop a Project at any time if in the event the Client does not comply with our business process/procedures. Softillion will not be liable for any delays whatsoever. 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 thereafter 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 is maliciously or deliberately stopped, slowed down or refuses to sign Softillion’s standard business process documentation. The Client understands the Softillion business process as follows:
Step 1: A minimum of 50% deposit to start the Project
Step 2: Design the Product (This can only be done if the deposit is received)
Step 3: Design sign off (Client will sign off the design document)
Step 4: Development (Softillion will not commence or be liable for any development whatsoever if the Client has not signed off the design document and provided Softillion a copy of the signed documentation)
Step 5: The developed Product will be tested by the Client. The Client will provide ONE list of changes. Any subsequent changes that are found will not be the liability of Softillion. Furthermore, any changes found will require additional time and cost regardless of whose error or mistake it was found to be.
Step 6: Deployment Signoff (Client will sign off the Product)
Step 7: Softillion will deploy the Product. This step can only be completed if the respective sign off has been received by the Client.
Softillion may change the business process from time to time based on the Project or changes to their business processes and procedures.
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. Quotations may be subject to change if additional work is required. Quotations that are accepted and declined thereafter without payment of a deposit, the Client can be charged an admin fee of R100 / $10 at the discretion of Softillion. 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 agrees to not hold Softillion accountable 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 made and cleared.
- The final payment is only made if the Client is happy with the full Product. The Client agrees that final payments are provided after the Client is fully satisfied with the Product.
- 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 remove the total or partial interest from the remaining amount and provide the Client a total settlement balance.
- Breach of Payment Plans (If Applicable): All payments must be honored, 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. In the event that the penalty charge (1) and outstanding amount or funds are still not honored kept to or paid up then Softillion shall 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. 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/party 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 honored.
LATE OR NON-PAYMENT FOR EXISTING CLIENTS
- Suspension may mean the prevention of access to your 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 belongs to Softillion.
- Remember short payments and late payments will affect your credit record negatively.
- 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 R 1500 / $ 100,00. Softillion reserves the right to charge interest on late payments at the prime interest rate of South Africa + 5% compounded on a daily basis.
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.
PRODUCT / MAINTENANCE
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
If the customer request 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.
Hosting: The Client agrees that all software developed by Softillion will be hosted by/through Softillion unless the Client communicates in writing that the Client has chosen a different Service provider. Upon the Client choosing a separate hosting provider, the Client understands that Softillion will charge a transfer or migration fee of the Product prior to commencing or completing the transfer.
Software maintenance: 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.
Life time warranty: 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.
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.
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.
Provide all reviews and approval sign off requested by Softillion. If in the event the Client does choose to maliciously or intentionally 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.
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 canceled, 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 canceled, 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 Softillion PTY Ltd (Softillion), ITS 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.