DEFINITIONS
In these Terms and Conditions, the following terms shall have the following meanings:
“Charges”: the charges payable by the Client for the Services as specified in the Contract or, if
not specified in the Contract, as set out in the Quotation.
“Client”: the company or other entity which has entered into a Contract with Piscescope.com for the provision of Services
“Client Materials”: documentation, reference material and other material that the Client provides to
Piscescope.com in order for Piscescope.com to be able to provide, or otherwise
in connection with, the Services.
“Contract”: has the meaning given to it in clause 2.2.
“Expenses”: the third party costs and expenses as are specified in a Contract, or which are
reasonably and necessarily incurred by Piscescope.com in connection with the
Services (including, without limitation, travel and subsistence expenses, and courier
fees).
“Order”: an order from the Client for the provision of Services, which may be in such form
and medium as Piscescope.com may from time to time accept.
“Price List”: the price list agreed by Piscescope.com and the Client for the Services or, if no
such price list has been agreed, Piscescope.com then standard price list.
“Piscescope.com”
(hereafter referred to as Piscescope.com)
QUOTATIONS AND CONTRACTS
2.1 Unless stated otherwise each written quotation issued by Piscescope.com remains open for acceptance for 30 days.
2.2 The Client’s written approval or payment of the said deposit is acceptance of a quotation and constitutes
an Order which is subject to acceptance by Piscescope.com in accordance with clause
2.3. By payment of the deposit
or signed written agreement the Client acknowledges and agrees to these here Terms and Conditions.
2.3 A contract between Piscescope.com and the Client for the provision of Services is formed on the acceptance by Piscescope.com of
an Order (a “Contract”). Each Contract incorporates these Terms and Conditions, the Client Materials,
and any document(s) expressly referred to herein or in the Order. A Contract may only be modified in
writing by duly authorized representatives of Piscescope.com and the Client. Any standard or pre-printed terms and
conditions contained on the Client’s purchase order, invoice or other document shall have no effect and
shall not apply to the Contract.
2.4 Each Contract constitutes the entire agreement between the parties with respect to the provision of
Services, provided that nothing in this clause shall limit or exclude the liability of either party for fraud or
fraudulent misrepresentation.
SERVICES
3.1 Subject to the following provisions of this clause 3, Piscescope.com undertakes that:
(a) it will exercise reasonable skill, care and diligence in carrying out the Services; and
(b) it will use all reasonable endeavours to meet any date(s) for completion of the Services specified in a
Contract, provided that Piscescope.com shall not be liable for any delay caused by the Client (including, without
limitation, any failure or delay by the Client to provide any Client Materials, or any errors or
omissions in the Client Materials).
3.2 Unless another method is specified in a Contract, Piscescope.com will send all work to the Client by email at the
Client’s sole risk.
3.3 The Client shall ensure that all Client Materials:
(a) are of a sufficient quality and integrity to enable Piscescope.com to provide the Services;
(b) do not infringe any third party’s copyright or other intellectual property rights;
(c) are not defamatory or otherwise libellous; and
(d) do not breach any other law, statute, ordinance or regulation.
The Client agrees to indemnify Piscescope.com against any loss, liability, damage, cost and expense (including
reasonable legal fees and expenses) incurred by Piscescope.com in connection with claims made or brought against
Piscescope.com by a third party alleging that the Client Materials, or the use thereof by Piscescope.com (i) infringe the copyright
or other intellectual property rights of any person, or (ii) are defamatory or otherwise libellous.
3.4 The Client agrees to indemnify Piscescope.com against any loss, liability, damage, cost and expense (including
reasonable legal fees and expenses) incurred by Piscescope.com in connection with claims made or brought against
Piscescope.com by a third party alleging that the Client Materials, or the use thereof by Piscescope.com (i) infringe the copyright
or other intellectual property rights of any person, or (ii) are defamatory or otherwise libellous.
3.5 On acceptance of the work by Piscescope.com and the deposit paid, consultation will take place in regard of the
scheduling of the work. Once the work has been placed on Piscescope.com schedule It is the clients responsibility to
ensure that all client materials which are required by Piscescope.com reaches Piscescope.com before the scheduled date. If there
is any delay caused by the client by not supplying the required materials to Piscescope.com, Piscescope.com will have the right to
invoice the client for time lost of scheduled work not performed due to clients delay. In such a case the
work may be rescheduled for a future date and the client may be invoiced again for such work
completed by Piscescope.com.
3.6 As work commences Piscescope.com will require feedback from clients in regard of work acceptability and
completion. Clients have five (5) working days (unless otherwise negotiated and agreed upon by Piscescope.com
and the client) to inform Piscescope.com of changes required on work. If the five (5) working days elapse with no
feedback from the client Piscescope.com will have the right to accept that the client is satisfied and that the work is
completed, Piscescope.com will then issue the client with an invoice for the completed work, any changes to work
after this invoice is issued will be for the cost of the client.
3.7 All Client Materials provided to Piscescope.com by the Client will be held or dealt with by the Company at the Client’s
risk, and the Client is solely responsible for ensuring that such Client Materials are insured against loss or
damage while in Piscescope.com custody. Piscescope.com reserves the right to destroy or otherwise dispose of any Client
Materials which have been in Piscescope.com custody for more than three months following completion of the
Services to which they relate.
PRICES AND PAYMENT
4.1 Piscescope.com shall invoice the Client for a deposit of 50% of total quotation. This deposit is non-refundable.
4.2 Piscescope.com shall invoice the Client for the remainder of the Charges and any Expenses (together with VAT at the
then applicable rate) on completion of the Services, provided that, where Services take {or are
reasonably expected to take} more than 30 days to complete, Piscescope.com shall be entitled to issue interim
invoices.
4.3 Unless other payment terms are specified in a Contract, the Client shall pay each invoice issued by Piscescope.com
on receipt of the invoice. If the Client requests that Piscescope.com invoices a third party in respect of any Services
and such third party fails to pay the invoice by the due date, Piscescope.com is entitled to reissue the invoice to the
Client and the Client shall pay such invoice in full on receipt.
4.4 For the avoidance of doubt, the Client is not entitled to delay payment of an invoice issued by Piscescope.com as a
result of any failure or delay in payment by the Client’s own client or customer, even where the Client has
notified Piscescope.com that the Services are being provided for the benefit of such client or customer.
4.5 In the event of a bona fide dispute, the Client shall pay the disputed invoice (or, if applicable, the
disputed part of the invoice) within 7 days of the dispute being resolved in Piscescope.com’s favour.
4.6 If the Client fails to pay an undisputed and overdue invoice within 30 days of receiving a written notice
from Piscescope.com, then Piscescope.com reserves the right:
(a) to suspend or terminate some or all services to the client including the services of web hosting and
any other outsourced service rendered to the client.
(b) to charge interest at the rate of 2% per month on the outstanding balance from the due date up to
the actual date of payment on all unpaid invoices.
(c) After 60 days of non-payment of said invoice the account will be handed over for debt collection,
the client will be liable for all consequential debt collection and or legal fees
CONFIDENTIALITY
Piscescope.com will keep information and documentation entrusted to it confidential, apart from information which Piscescope.com
knew prior to its engagement by the Client without any obligation of confidentiality, or information which
enters the public domain other than through the fault of Piscescope.com, or where Piscescope.com is required to disclose such
information as a result of a binding order from an authority of competent jurisdiction.
DATA PROTECTION
6.1 Piscescope.com will at all times adhere to the protection of personal information act 2013:
http://www.justice.gov.za/inforeg/docs/InfoRegSA-POPIA-act2013-004.pdf
6.2 The parties acknowledge that the provision of the Services may require processing of personal data on
behalf of the Client by Piscescope.com.
6.3 Piscescope.com undertakes that in relation to any personal data that it processes on behalf of the Client it shall
process such personal data only in accordance with the protection of personal information act 2013.
NON-SOLICITATION
The Client agrees that it will not, at any time prior to the date falling twelve (12) months after the date of
completion of the Services, solicit, directly or indirectly, the services of any employee or former employee of
Piscescope.com or of any subcontractor of Piscescope.com who has at any time been involved with the provision of Services.
CANCELLATION AND POSTPONEMENT
8.1 If the Client notifies Piscescope.com that it wishes, for any reason, to postpone or cancel any Services, Piscescope.com may (at its
discretion) agree to such postponement or cancellation, subject always to the Client paying all Charges
which have accrued and all Expenses that have been incurred up to the date of cancellation or
postponement (as applicable).
8.2 Piscescope.com shall be entitled to terminate a Contract with immediate effect and without liability if it reasonably
believes that the Client is or may be in breach of clause 3.4.
LIABILITY
Piscescope.com shall not be liable, whether in negligence, for breach of contract, misrepresentation or otherwise, for any
indirect or consequential loss, damage, expense or cost of any kind suffered or incurred by the Client.
DISPUTE RESOLUTION
Piscescope.com and the Client agree that any disagreements about the quality of the Services shall be referred to an
arbitrator to be agreed and appointed by the parties or, if the parties fail to agree, to approach the courts of
the Republic of South Africa.
FORCE MAJEURE
In the event of natural or unnatural disasters (which shall include strike, fire, industrial dispute, civil
commotion, natural disaster, acts of war and any other situation which can be shown to have materially
affected Piscescope.com ability to undertake and complete the Services as agreed), Piscescope.com shall notify the
Client as soon as it becomes aware of such event, indicating the circumstances. An event of natural or
unnatural disaster shall entitle either Piscescope.com or the Client to terminate the Contract with immediate effect, subject
to the Client paying Piscescope.com for all Services completed and Expenses incurred up to the date of termination. Piscescope.com
shall not be liable for the consequences of non-performance or any delay in completion or delivery of Services
as a result of natural or unnatural disasters.
ASSIGNMENT AND SUBCONTRACTING
12.1 Neither party shall assign its rights or obligations under a Contract without the prior written consent of
the other party.
12.2 Piscescope.com is entitled to subcontract some or all of the Services, provided that Piscescope.com shall remain solely
responsible for the acts and omissions of its subcontractors.
WAIVER
The waiver by either party of a breach or default of any of the provisions of a Contract by the other party shall
not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or
omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may
have hereunder operate as a waiver of any breach or default by the other party.
JURISDICTION
Each Contract is governed by the Law of the Republic of South Africa and Piscescope.com and the Client irrevocably submit
to the nonexclusive jurisdiction of the Law of the Republic of South Africa and its Courts, provided that nothing
in this clause shall prevent Piscescope.com from taking legal action against the Client in any jurisdiction in which the Client
carries on business.