The Parties intent to enter into a Service Agreement which will be subject to the terms and conditions as set out herein below:
The Close Corporation means The Code Group with registration number 2008/029369/23 and business address at 50 Pickering Street, Newton Park, Port Elizabeth, South Africa, 6045. The Close Corporation is the founder, designer and developer of the Bill Again System.
The Bill Again System means an online recurring billing system that assists Users to automate invoicing, debtor management and process online payments.
The User means an individual or juristic person who agrees to make use of the Bill Again Service.
The User Content means information relating to transactions processed by the User using the Bill Again System namely the customer information, products and services, transaction & batch information, payment gateway information, subscription packages information, recurring invoices, once- off invoices and information in respect of other services by the User.
5.1. The Bill Again Service means the Close Corporation providing a recurring online billing system service to the User.
5.2. The User accepts the Bill Again Service by completing the sign-up process and selecting a suitable payment option from a selection of tariff plans as set out on the sign-up page.
5.3. Upon signing-up the User’s account would be activated whereby the User will receive a unique username and password (“login details”) enabling the User to have access to all the features of the Bill Again System.
5.4. The Bill Again Service is charged at a fixed monthly fee that will enable the User to access the Bill Again System. Should the User generate more than the selected package invoice number and require additional invoices the User will be charged according to the package option and tariff plan selected by the User.
6.1. The User is required to complete the online sign-up form displayed on the Bill Again System.
6.2. The User warrants that all information provided to the Bill Again System is accurate and correct. Users will notify the Close Corporation should there be any changes to the above information.
6.3. The User agrees to keep their login details confidential and secure at all times without prejudice to any other rights and remedies available to the Close Corporation, it reserves the right to:
6.3.1. accept or reject a User’s Sign-up application.
7.1. The User shall pay the Close Corporation a subscription fee depending upon the package option and tariff plan selected during the sign-up phase,
this subscription fee shall be due and payable at the times and in the amounts stated on the sign-up page. Subscription fees published by the Close Corporation
from time to time are subject to revision at any time.
7.2. The User may be required to make an upfront payment in order to access the Bill Again System depending on the package option and tariff plan selected.
7.3. The subscription fee will be payable in arrears and periodic billing will be done between the 3rd and the 7th of each month. Should the Close Corporation fail to collect the subscription fee due to insufficient funds a penality fee will be imposed and an automatic rebilling process will be executed against the User’s account.
8.1. The User agrees to carry out the following:
8.1.1. the User is solely responsible for all activities carried out on the Bill Again System.
8.1.2. the User agrees to safeguard their login details and not allow third parties to use their login details. The User further agrees to not falsify or impersonate the login details of a third party.
8.1.3. the User agrees to assists the Close Corporation with any necessary information or supporting documentation required during a reasonable security check or other check that may be done from time to time. This includes criminal checks if deemed necessary.
8.1.4. the User agrees to follow and comply with all policies as set out on the Bill Again System.
8.1.5. the User agrees to use the information provided through the Bill Again Services at own risk.
9.1. The Close Corporation warrants that:
9.1.1. it has the power and authority to enter into and perform its obligations under this Agreement;
9.1.2. it shall perform its obligations under this Agreement in a commercially reasonable manner.
10.1. The User agrees that from time to time the Close Corporation may not display the User’s Content as scheduled or the Bill Again System may
be inaccessible or inoperable, for any reason, including, without limitation:
10.1.1. Equipment malfunctions;
10.1.2. Periodic maintenance procedures or repairs which the Close Corporation undertake from time to time;
10.1.3. Causes beyond the control of the Close Corporation and which are not reasonably predictable by the Close Corporation, including without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network attacks and network congestion or other failures.
11.1. The User hereby acknowledges that the Bill Again System includes, without limitation, all trade names, trademarks, content, texts, images, software,
functionality, page and other design layout, media and other materials therein, is a work or collective work, proprietary to the Close Corporation, protected under
copyright and other intellectual property laws, whether or not developed by the Close Corporation or any other person. Any intellectual property rights in designs prepared
by the Close Corporation shall remain the property of the Close Corporation and such designs may not be reproduced without consent of the Close Corporation.
11.2. The User retains all right, title and interest (including copyright and other proprietary or intellectual property rights) in the User Content, whether or not developed by the User or any contractor, subcontractor or agent of the User.
11.3. The Close Corporation reserves the right, at any time and in the Close Corporation’s sole discretion, to refuse to display the User Content or any portion thereof that:
11.3.1. fails to conform to the format and technical specifications set forth;
11.3.2. contains or alleged to contain any content, work, name, mark, designation, materials that actually or potentially violates any applicable law or regulation or infringes proprietary, intellectual property, contract or damages claim of any person;
11.3.3. contains any content, work, name, mark, designation, materials that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, offensive, vulgar, threatening or malicious;
11.3.4. contains any spy ware, web bug or similar hidden or transparent code, script or routine designed to gather or track information about the Close Corporation or the Users of the Bill Again System;
11.3.5. information that the Close Corporation determines may be detrimental to its corporate identity.
13.1. Nothing in the Agreement shall exclude or limit the liability of either party:
13.1.1. for death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents; or
13.1.2. in respect of fraud or of any statements made fraudulently by that party or its directors, officers, employees, contractors or agents.
13.2. Subject to clause 13.1 above, the Close Corporation shall not be liable to the User whether in contract (including under any indemnity or warranty), in damages (including negligence), under statute or otherwise for any:
13.2.1. loss of profit;
13.2.2. loss of revenue;
13.2.3. loss of anticipated savings;
13.2.4. loss or corruption of data;
13.2.5. loss of contract or opportunity;
13.2.6. loss of goodwill;
13.2.7. processing charges; and
13.2.8. borrowing costs.
13.3. Integration to the Bill Again Service and or other systems or operational costs associated with the User’s use of Bill Again Services;
13.4. Indirect or consequential loss of whatever nature including any loss of a type described in sub-clauses 13.2.1 to 13.2.8 which could be regarded as indirect or consequential and whether or not reasonably foreseeable, reasonably contemplatable, or actually contemplated by the parties at the time of execution of the Agreement.
13.5. To the extent permitted by law and subject to clause 13.1 and 13.2, the Close Corporation’s maximum liability under or in connection with this Agreement for any claim arising out of contract, delict or otherwise, shall not exceed the Fees paid by the User in respect of the 6 (six) month period preceding the date on which the cause of action arose.
13.6. Subject to clause 13 above the parties agree that the Close Corporation does not accept responsibility to the User or other third party for any inaccuracies or misrepresentations contained in the transaction data.
13.7. Except as expressly provided in this Agreement, all warranties, conditions, representations or other terms implied by statute or common law are excluded to the fullest extent possible by law.
13.8. Any typographical, clerical or other error or omission in any promotional material or other information issued by Bill Again or displayed on the Bill Again System shall be subject to correction without any liability on the part of the Close Corporation.
14.1. Should either party breach any material provision of this Agreement, then the aggrieved party will be entitled, without prejudice to any other rights it might have in law:
14.1.1. to claim immediate specific performance of any of the defaulting party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the defaulting party to provide security to the satisfaction of the aggrieved party for the defaulting party’s obligations;
14.1.2. to cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the defaulting party, and the cancellation shall take effect on the giving of the notice.
14.1.3. neither party shall be entitled to cancel this Agreement unless the breach is a material breach. A breach will be deemed to be a material breach if it is capable of being remedied, but is not so remedied within the notice period of 7 (seven) days.
14.1.4. the parties agree that any costs awarded will be recoverable on an attorney and-own-client scale unless the court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.
14.1.5. the aggrieved party’s remedies in terms of this clause 14.1 are without prejudice to any other remedies to which the aggrieved party may be entitled in law.
14.1.6. either party shall be entitled forthwith on written notice, to terminate this Agreement in the event that the other Party is sequestrated, liquidated, or placed under judicial management, whether provisionally or finally, and whether voluntarily or compulsory.
14.1.7. without detracting from any of the other provisions of this clause 14, in the event of a breach of any provisions of this Agreement or the User prematurely terminating this Agreement and the Close Corporation electing to cancel same, the User shall be liable to effect payment to the Close Corporation of all the Fees which would have been payable to the Close Corporation up until and including the date of such termination.
The Bill Again Service and System are provided “as is” without warranty of any kind, express or implied provision and/or use of the services or site are at the User’s sole risk. The Close Corporation does not warrant that the Bill Again Service or site will be uninterrupted or error free, nor does the Close Corporation make any warranty as to the performance or any results that may be obtained by use of the services or site.
16.1. The term of this Agreement shall commence on the date upon which the sign-up is completed and accepted by the Close Corporation and will
continue until the subscription is terminated as provided in the Agreement. Once the subscription is terminated it shall run until the end of the current month.
16.2. This Agreement may be terminated by the Close Corporation if:
16.2.1. a third party communication network provider cease to make their services available to the Close Corporation for whatever reason;
16.2.3. fraudulent use, misuse or abuse of the Bill Again Services;
16.2.4. any false, inaccurate or misleading information was provided by the User.
16.3. This Agreement may be terminated by the User provided the subscription period would end on the last day of the month of notification and upon full payment of the subscription fees.
16.4. On termination the User will no longer have access to the Bill Again System and the Close Corporation may subsequently delete the User’s Profile and all related information.
All complaints and queries can be directed to firstname.lastname@example.org and will be dealt with on a case by case basis. This is to ensure that all complaints and queries are resolved as soon as possible and will be used to avoid future scenarios from occurring again.
The Close Corporation shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control.
The Terms of this Agreement form the sole contractual relationship between the Parties hereto and no variation of this Agreement shall affect the Terms hereof unless such variation shall be reduced to writing under the hand of the Parties or their authorised representatives.
No Party shall be entitled to cede, assign or delegate or in any other way dispose of any or all of its obligations in terms of this Agreement without the prior written consent of the other Party.
No extension of time or indulgence or relaxation granted by either Party to the other shall be deemed in any way to affect, prejudice or derogate from the rights of such Party in any respect under this Agreement, nor shall it in any way be regarded as a waiver of any rights hereunder, or a novation of this Agreement.
Each provision in this Agreement is severable, the one from the other, and, if at any time any provision is or becomes or is found to be illegal, invalid, defective or unenforceable for any reason by any competent court, the remaining provisions shall be of full force and effect and shall continue to be of full force and effect.
The User would not be able to claim for a refund and may be charged a cancelation penalty should a subscription package be cancelled prematurely.