Bluefusion PAIA Service - terms and conditions of use
1. Introduction
These terms of Usage shall constitute the entire agreement between Bluefusion and the Customer relating to the subject matter hereof.
2. The Service
| 2.1 |
Bluefusion will provide the Customer with the PAIA manual hosting services. |
| 2.2 |
Bluefusion reserves the right, at any time, to modify or discontinue, temporarily or permanently, the Service or parts thereof with or without notice. |
| 2.3 |
The ownership and all rights to the software remain vested in Bluefusion, the customer has the right to use the software provided the customer has paid the annual license fee in advance. |
3. Fees and Charges
| 3.1 |
The fees and charges payable by the Customer to Bluefusion for the Service will be determined in accordance with the schedule of fees and charges/Customer proposal as published from time to time by Bluefusion. |
| 3.2 |
Bluefusion shall be entitled to increase the fees and charges, provided that: |
| 3.2.1 |
Bluefusion shall not increase the charges more than once in any 12-month period of this agreement, and these fees shall not exceed the CPI figures as published by Statistics SA from time to time. |
4. Payment Provisions
| 4.1 |
The Customer undertakes to effect payment of all amounts due to Bluefusion arising out of this agreement annually in advance and without deduction or set-off for whatsoever reason. |
| 4.2 |
The annual amount payable by the Customer to Bluefusion will be paid by means of cheque or direct transfer. |
5. Term
| 5.1 |
This agreement shall commence on the effective date and remain in force for a minimum period of twelve (12) months. |
| 5.2 |
The agreement shall automatically be renewed for a successive twelve (12) month period subject to either party giving the other at least forty-five days prior written notification to be effective on each anniversary of the effective date. |
6. Effective Date
| 6.1 |
The effective date shall be the date on which Customer has registered fro the service. |
7. Obligations of the Customer
| 7.1 |
The Customer agrees to abide by all applicable local, state, national and international laws and regulations and is solely responsible for all acts or omissions that occur. By way of example, and not as a limitation, the Customer agrees not to; |
| 7.2 |
1 interfere with or attempt to disrupt the Service or otherwise disrupt or tamper or attempt to de-compile the binary code of the Service; |
| 7.3 |
The Customer warrants that the contact information in the Registration form is true and accurate and undertakes to inform Bluefusion of any changes thereto as and when they occur. |
8. Warranties
| 8.1 |
The Customer hereby warrants to and in favour of Bluefusion that it: |
| 8.1.1 |
will, at all times whilst using the Service, act in the utmost good faith; |
| 8.1.2 |
has the necessary legal title, legal capacity and right to utilize the Service; and |
| 8.1.3 |
will have no action against Bluefusion or its shareholders, directors or employees arising either directly or indirectly out of the use of the Service and, to the extent necessary, the Customer hereby waives and abandons such claims. |
9. Disclaimers/Limitation of Liability
| 9.1 |
Bluefusion does not represent or warrant that the Service or the Customer's use thereof will be uninterrupted or error-free, that defects will be corrected, or that the Service or the server that makes it available are free of viruses or other harmful components. |
| 9.2 |
Bluefusion does not warrant or represent that the use or the results of the use of the Service or the materials made available, as part of the Service will be correct, accurate, timely, or otherwise reliable. |
| 9.3 |
Bluefusion shall not be responsible for unauthorized access to or alteration of transmissions or data, any material or data sent or received or not sent or received, or any transactions or agreements entered into through the use of the Service. |
| 9.4 |
The Customer specifically agrees that Bluefusion is not responsible for any content or data sent using and/or included in the Service. |
| 9.5 |
Bluefusion and/or its suppliers, shareholders, directors and employees make no representations about the suitability, reliability, availability, timeliness, security and accuracy of the Service for any purpose. The Service is provided "as is" and without warranty of any kind. Bluefusion hereby disclaims all warranties and conditions with regard to the Service, including all implied warranties, fitness for a particular purpose, title and non-infringement. |
| 9.6 |
In no event shall Bluefusion and/or its suppliers, shareholders, directors and employees be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Service, with the delay or inability to use the Service, the provision of or failure to provide the Service, whether based on contract, delict, negligence, strict liability or otherwise, even if Bluefusion have been advised of the possibility of such damages. The Customer's sole and exclusive remedy is to discontinue using the Service as provided for in clause 5 above. |
10. Indemnification
| 10.1 |
The Customer agrees to indemnify and hold Bluefusion and its shareholders, directors and employees harmless from any claim, demand or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of the Customer's use of the Service.<BR> |
11. Proprietary Rights to Content
| 11.1 |
The Customer acknowledges that the content, including but not limited to text, software, photographs, graphics, manuals or other material contained or made available to the Customer via the Service is protected by copyrights, trademarks, patents or other proprietary rights and laws and the Customer undertakes not to infringe such rights. |
12. Termination of Service
| 12.1 |
Bluefusion may, at its sole discretion, terminate the Service provided to the Customer, for any reason, including, without limitation, if the Customer has acted inconsistently with the letter or spirit of this agreement. |
13. General
| 13.1 |
This agreement shall be governed by and interpreted in accordance with the laws of South Africa. |
| 13.2 |
The Customer agrees that no joint venture, partnership, employment, or agency relationship exists between the Customer and Bluefusion as a result of this agreement or use of the Service. |
| 13.3 |
Bluefusion' performance of this agreement is subject to existing laws and legal process and nothing contained in this agreement is in derogation of Bluefusion' right to comply with governmental, court and law enforcement requests. |
| 13.4 |
If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. |
| 13.5 |
Unless otherwise specified herein, this agreement constitutes the entire agreement between the parties with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the parties with respect to the Service. |
| 13.6 |
The Customer hereby appoints its address as set out in the registration as the Customer's domicilium citandi et executandi for all purposes relating to this agreement. |
| 13.7 |
This agreement may not be ceded by the Customer to any other party. |
| 13.8 |
The clause headings in this agreement are solely used for the convenience of the parties and have no legal or contractual significance. |
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