Terms & Conditions

 

The following conditions constitute the

Effective Intelligence (Pty) Ltd (EI) standard terms and conditions of service (the “terms”)

which apply to all work carried out and which may be additional to any contained in any formal offer, proposal or quote.

In the absence of a separate contract signed by both parties, the EI standard "terms" of service listed above will apply.

Thank you for doing business with EI.

  1. Quotation. On receipt of an inquiry for services, EI will issue a quote/proposal (a "proposal" also means a quote) to be accepted by the client. The quote will generally include the scope of work, terms of delivery, costs and payments terms.

  2. Quote Validity. Any costs in this quote and related addendums are valid for 14 calendar days, based on receipt by us of the signed acceptance of this quote within 14 calendar days.

  3. Cost variation. Should the client change the scope of work, EI will be entitled to revise the original quote for acceptance or rejection by the client. In instances where an EI representative may have misquoted costs for any reason, EI shall have the right to submit a revised quotation for acceptance or rejection by the client.

  4. Variable volumes. Costs set out in the quote for variable data, campaign or functional volumes are estimates based on volumes supplied to EI, or on preliminary data processing statistics by EI, but all invoices will be based on accurate data or campaign volumes per category or function processed. In the case of a pre-paid campaign containing estimated volumes, then a post-campaign top-up invoice will be presented for payment or a credit note supplied.

  5. External costs. Any direct external costs incurred by EI during a project/campaign, including SMS, call centre and similar costs included in the quote, will be invoiced separately as at the end of the calendar month they are incurred and payment will be due on presentation of the invoice.

  6. Non-liability for costs. EI is not liable to pay for any additional, external or third party costs that are not detailed in the quote.

  7. Prices and VAT. All prices quoted or estimated exclude VAT and are based upon payment on presentation of the invoice and time for payment to EI is of the essence of these “terms”.

  8. Timing. Any proposed timing for the delivery of services is subject to the timeous receipt of any required data or information from the client and all timing will be agreed and scheduled upon receipt of the accepted and signed quotation.

  9. Set off. Clients shall not be entitled to set off claims against any amounts payable to EI under these “terms” or arising from any other cause that may now or later exist.

  10. Amendments. EI reserves the right to withdraw or amend this quote/proposal at any time before signature of both parties.

  11. Ownership. The ownership of any deliverable data, information or services passes only on full payment.

  12. Collection of overdue amounts. Interest at Prime plus 2.0% will be charged and become payable on overdue accounts. In the event of EI having to resort to legal process for the collection of monies, all legal charges and collection costs incurred shall be payable by the client on the basis of attorney and client charges.

  13. Cancellation. Should EI accept a cancellation, the client hereby agrees that EI shall be paid in full for all work done or contracted up to the time of written notice of cancellation, on presentation of the EI invoice.

  14. Data Services. EI will apply all reasonable care in all the steps involved in the processing of clients’ data.

  15. Timing of delivery. Time of delivery is not to be deemed the essence of these “terms” unless complete information as to the consequences resulting from delay, are disclosed to EI prior to these “terms” being accepted, and EI agree in writing that time is made the essence of the “terms”. Whilst every effort is made to execute the order within the time quoted, no warranty is given as to this. Should the client be responsible in any way for delay, this will automatically negate any previously agreed delivery date.

  16. Client’s property. Although EI applies all reasonable care in all the steps involved in processing the clients’ data and associated property whilst on EI premises, EI do not accept legal liability for any loss or damage to the same or any consequential damages, unless gross negligence is proven.

  17. Legislative information. Information concerning legislation will be given to clients on request, but no responsibility can be accepted for the accuracy of such information.

  18. Data accuracy. The data in the EI database or other databases accessed for any business reason is  believed to be accurate but no warranty is given that any information in the EI or other databases is 100% complete or accurate.

  19. Defamatory or illegal material or activities. Any order for campaign services is accepted by EI, on the basis that the client warrants that any promotional or marketing message does not contain anything which constitutes an infringement of copyright, is defamatory or infringes any laws, and that we are hereby indemnified by the client in respect of any claims made against EI, by reason of anything contained therein constituting such an infringement.

  20. Overriding conditions. Should some of these “terms” be part of another agreement, the clauses drafted in the main contract will supersede those similar clauses included here.

  21. Changes. Any changes to these “terms” shall be by mutual consent, signed and recorded  by authorised personnel in writing (addendum, e-mail, WhatsApp or sms).

  22. Invalid clauses. Should any provisions of these “terms” be held to be invalid, unlawful or unenforceable, such terms and conditions will be severable from the remaining terms and conditions , which will continue to be valid and enforceable.

  23. Force majeure. Should EI be prevented from, or delayed, in carrying out this contract by reason of acts of God, war, lock-outs, strikes, stay aways, riots, civil commotion, floods, mutinies, fire, postal delay, government regulations, pandemic or technical disruptions or other unexpected or exceptional cause, or circumstances beyond EI control, the time for delivery shall be extended until a reasonable time after the cause preventing or interfering with the delivery has ceased. EI shall not be liable for any loss or damage suffered by clients as a result thereof.

  24. Dispute Resolution.

    1. Any dispute arising from or in connection with these “terms” shall be first resolved between the CEO's of the parties (or their nominees), and if there is no resolution after 10 calendar days then to be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator appointed by the Foundation.

  25. Addresses. The parties choose the addresses set out in these “terms” for receiving legal documentation. Our chosen address shall be: Effective Intelligence, EI House, Firgrove Way, Constantia Hills,7806.

  26. Relaxation. No failure, delay, relaxation or indulgence on the part of the parties in exercising any power or right conferred upon it in terms of these “terms” shall operate as a waiver of such power or right, nor shall these be deemed to be a novation of any of the “terms”.

  27. Cession. Any rights or obligations in these “terms” may not be ceded, assigned, or otherwise transferred without the prior written consent of the other party.

  28. Sequestration/judicial management. In the event of the client being placed under a provisional or final order of sequestration or judicial management, or in the event of the client effecting a compromise with creditors, then EI shall, without prejudice to any other rights be entitled to:

    1. claim immediate payment of the full balance of the contract price outstanding as well as payment of all other sums due to EI, including interest as specified in clause 12 above and/or;

    2.  to retake possession of EI copyrighted material and/or;

    3. to claim any damages which EI may have suffered and/or;

    4. to cancel any further work and deliveries due under the agreement.

  29. Applicable law. This quotation and all related work shall be governed by, construed and interpreted in accordance with the laws of South Africa and the parties consent to the jurisdiction of the High Court, Western Cape Division in respect of all legal proceedings connected with these "terms". 

  30. Consequential loss. EI does not accept any responsibility for consequential loss or damages. In no circumstances shall EI liability resulting from complaints made in good time, exceed the value of EI pro rata charge made for the specific items offered as evidence of EI errors. In no circumstances shall any claim exceed the EI invoice charge.

  31. Intellectual Property, Copyright.

    1. All Intellectual Property Rights belonging to a party prior to the execution of this quotation or work agreement shall remain vested in that party.

    2. None of the Intellectual Property Rights of either party shall be used by the other party, for any purpose without the other party’s prior written consent.

    3. All intellectual property rights including copyright and licenses in the EI data, modified data, reports, databases and software are vested in EI.

  32. Data privacy. EI and the staff are fully aware of and respect the constitutional rights to privacy. EI adheres to all data privacy legislation such as POPIA and GDPR, credit regulations and all other pertinent legislation and regulations in force. EI also adhere to the provisions of the Access to information Act and maintain the confidentiality of any proprietary data sources.

  33. Confidentiality. Both parties undertake in consequence to this agreement not to reveal to any third party the confidential information, intellectual property, material or dealings or any information concerning the transactions or affairs of both parties and shall not use or attempt to use any such information in any manner. This includes, but is not limited to, not divulging EI as a source of any data without written permission unless required to by legislation.

No other terms will apply without written agreement.