Retainer Service Agreement

Transcription

1 Retainer Service Agreement Agreement entered into between: SOSiT (PTY) Ltd (Reg. No.: 2012/099651/07) and CC / (Pty) Ltd / Sole Proprietor Registration / Identity no herein represented by duly authorised thereto (Hereinafter referred to as the CLIENT ). The whole of the agreement between the parties is subject to the terms and conditions contained herein. 1. DEFINITIONS Except where the contrary is stated, the following words will have the meaning as indicated herein. 1.1 SOS SOSiT (PTY) Ltd. 1.2 AGREEMENT refers to this Retainer Service Agreement and all annexures attached thereto, if any, which shall form part of the Retainer Service Agreement. 1.3 PARTIES refer to SOS and the CLIENT. 1.4 EFFECTIVE DATE means the date upon which the first payment by the CLIENT is activated and the funds cleared by a financial institution. 1.5 CLIENT refers to the party referred to in the heading. 1.6 IT SERVICES refers to information technology services as offered by SOS. 2. SERVICES 2.1 The CLIENT will be entitled to the following services as specifically may be agreed in writing, viz: Telephonic IT SERVICES support Remote IT SERVICES support using industry technologies like the Team viewer program An agreed amount of hours a month onsite consultation and / or support. 2.2 Description of Services: Remote Telephone IT Support Services: Rates: 1. The service entails 24/7 telephonic support in the form of a SOS Helpdesk open 24 hours per day. R 2. Applicable to a maximum of 10 computers a separate cost will be provided for more than 10 computers per site Onsite IT Support Services: Rates: 1. Onsite consultation and / or support will be for an agreed number of hours per month. 2. An IT Technician will be allocated per region. R450, 00 excl VAT for every 3. The service entails an IT Technician travelling to your business during normal business hours: Monday to Friday between additional hour required by 08h00 to 17h00. the CLIENT, in addition to the 4. After hours onsite support will be billed at an agreed rate. agreed number of hours per *** Travel time will be billed for onsite consulting and / or any support on site outside a radius of 100 kilometers (measured as month. the crow flies) from the nearest SOS office. SOS and the CLIENT shall agree upfront in respect of the costs for the travelling time to be billed by SOS Hardware Purchases: Rates: 1. Hardware can be purchased as SOS is a registered reseller. 2. Any hardware purchased must be paid for in full prior to delivery. R350,00 excl VAT per delivery 3. A delivery fee of R350,00 excl VAT will be charged on deliveries of reasonable proportion within a radius of 100 kilometers (calculated as the crow flies) from the nearest SOS office. 4. Additional fees will be charged for large deliveries (within or outside a radius of 100 kilometers, calculated as the crow flies, from the nearest SOS office) as well as for deliveries outside a radius of 100 kilometers (calculated as the crow flies)

2 from the nearest SOS office. In the event that SOS is of the view that the delivery constitutes a large delivery, a cost will be agreed upfront with the CLIENT. 3. DURATION This AGREEMENT between the PARTIES will endure indefinitely as from the EFFECTIVE DATE, subject thereto that any PARTY shall be entitled at any time to cancel this AGREEMENT on prior written notice of two calendar months, which notice shall be provided to the other PARTY on or before the first day of the month in which the notice period commences. 4 CONDITIONS ON SERVICES 4.1 The CLIENT acknowledges that he is aware of the following conditions: Onsite consultation and / or support will be only for the agreed amount of hours a month. Hours can only be carried over for 90 days. Additional hours required by the CLIENT will be charged at R450 excl VAT per hour The support line is open 24 hours a day, 7 days a week A charge of R350 excl VAT delivery fee will be charged on hardware deliveries of reasonable proportion within a radius of 100 kilometers (calculated as the crow flies) from the nearest SOS office. Additional fees will be charged for large deliveries and for deliveries outside a radius of 100 kilometers (calculated as the crow flies) from the nearest SOS office. Additional fees will be charged for large deliveries (within or outside a radius of 100 kilometers, calculated as the crow flies, from the nearest SOS office) as well as for deliveries outside a radius of 100 kilometers (calculated as the crow flies) from the nearest SOS office. In the event that SOS is of the view that the delivery constitutes a large delivery, a cost will be agreed upfront with the CLIENT SOS shall not be responsible or liable for increases in prices and costs pertaining to hardware purchases at any time, particularly, but not limited to, such increases taking effect after orders have been placed by the CLIENT but prior to payment in full for such orders by the CLIENT. In the event of any increases as aforementioned, SOS shall notify the CLIENT thereof in writing, and the CLIENT shall be liable to pay such additional price and / or costs in full prior to delivery Hardware orders must be paid in full prior to delivery Additional travel cost will be levied for onsite support outside a radius of 100 kilometers (calculated as the crow flies) from the nearest SOS office Travel time and a travel fee will be billed for onsite consulting and / or support on sites outside a radius of 100 kilometers (calculated as the crow flies) from the nearest SOS office. SOS and the CLIENT shall agree upfront in respect of the costs for the travelling time to be billed by SOS Telephonic and remote support is only available to registered computers identified by means of a unique Team viewer ID Hours cannot be refunded for cash under any circumstance SOS cannot be held responsible for any damage or theft to ANY hardware on the clients premises or removed from clients premises The client will be responsible for a call out fee if example a power supply was not plugged in 5. NON VARIATION 5.1 The terms and conditions contained in this AGREEMENT constitute the entire agreement between the PARTIES, and no representation, promise, warranty, and / or terms not contained herein shall be of any force and effect between the PARTIES. 5.2 No variation and / or alteration of this AGREEMENT, including this clause 5.2, will be binding on any PARTY unless it is reduced to writing and signed by both PARTIES. 6. NON WAIVER No extension of time or relaxation of any of the provisions or terms of this AGREEMENT, bill of exchange or other document issued or executed pursuant to or in terms of this AGREEMENT, shall operate as an estoppel against any PARTY in respect of its rights under this AGREEMENT, nor shall it operate so as to preclude such PARTY thereafter from exercising its rights strictly and in accordance with this AGREEMENT. 7. TRANSFER OF MEMBERSHIP 7.1 The rights and obligations of the CLIENT in this AGREEMENT shall not be transferable to any person or entity without the prior written consent of SOS. 7.2 The aforementioned consent will not unreasonably be withheld, subject to such terms and conditions as SOS may be deem necessary, in its sole discretion. 8. LIMITATION OF LIABILITY The CLIENT wholly indemnifies SOS, its members, employees and agents in respect of any loss or damage of whatsoever nature sustained by the CLIENT or any third party whatsoever, arising from the conduct, omission or negligence by the CLIENT or any person or entity acting on its behalf in respect of the use and application of the IT SERVICES and hardware supplied to the CLIENT by SOS. 9. SERVICE PROCEDURE 2

3 9.1 The support line can be called by the CLIENT at any time. 9.2 Onsite consultation times can be booked in advance on the SOS support line. 10. RETAINER FEES 10.1 All rates, costs and charges provided for in this AGREEMENT and any other additional rates, costs and charges which may be agreed upon pursuant to this AGREEMENT between the CLIENT and SOS will be subject to an annual increase of 10% at the end of the month of January of any year, for the duration of the AGREEMENT The excluded costs will be adjusted accordingly The monthly retainer fee shall be payable strictly in advance and shall be made on or before the 1 st day of each month. 11. DISPUTE RESOLUTION 11.1 In the event of a dispute of any nature whatsoever arising between the PARTIES in respect of this AGREEMENT, including, but not limited to, the application and interpretation of any of its provisions, such dispute shall exclusively be resolved by arbitration under the auspices of the Arbitration Foundation of Southern Africa ( AFSA ) or its successor in title, in terms of AFSA s Expedited Rules, which arbitration shall take place in Pretoria. Should AFSA, as an institution, not be operating at that time, or have no successor in title, or not be accepting requests for arbitration for any reason whatsoever, the arbitration shall be conducted in accordance with the Expedited Rules of AFSA for arbitration, but administered by the attorneys of the PARTIES, before an arbitrator appointed by agreement between the PARTIES, or failing such agreement within 14 days of the written demand for arbitration by any PARTY then, any PARTY to such dispute shall be entitled to forthwith call upon the chairperson of the Pretoria Bar Council to nominate an arbitrator, provided that such person so nominated shall be an advocate of not less than 10 years standing as such. The person so nominated shall be accepted by, and appointed as the arbitrator by the PARTIES. In the event of the attorneys of the PARTIES failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator, whose decision shall be final and binding on the PARTIES Notwithstanding the provisions of clause 11.1 above, either PARTY shall be entitled to make application to a Court of competent jurisdiction for interim interdictory relief, pending the resolution of a dispute by way of arbitration as is provided for in clause 11.1 above. 12. BREACH 12.1 If either of the PARTIES commits a material breach of any provision of this AGREEMENT, the other PARTY may call in writing on the PARTY in breach to remedy the breach within a period of 10 (Ten) days. If the breach remains unremedied after the notice period has expired, the aggrieved Party may cancel this AGREEMENT and/or institute proceedings as provided for in clause 11 above immediately for enforcement of the terms of this AGREEMENT or any other remedy that may be available to it at law The provisions of this clause 12 will not affect the rights of the PARTIES to claim damages which they may be entitled to in law in respect of a breach of any of the provisions of this AGREEMENT, by way of arbitration in terms of clause 11 above. 13. NOTICES AND DOMICILIA 13.1 It is specifically recorded and agreed that any notices as contemplated in this AGREEMENT shall be delivered and accepted by the PARTIES in the manner and fashion as depicted hereunder, and which stated physical address is agreed by the PARTIES to be their domicilium address for purposes of any legal process Any notices to be given to the PARTIES in terms of this AGREEMENT shall be in writing and delivered by hand during ordinary business hours to the addresses of the PARTIES as set out hereunder, or be posted by pre paid registered post to the addresses hereunder, or by facsimile mail to the facsimile address hereunder. SOS Physical address: 476 Kings Highway, Panerto Building Suite 1, First Floor, Lynnwood, Pretoria Telephone number: Facsimile number: The CLIENT Physical address Postal address Telephone number E mail address VAT number Facsimile number Cellphone number 13.3 Every notice shall be deemed to have been properly given: If delivered by hand, on the date of delivery; If sent by pre paid registered post, 7 (Seven) days after the date on which the notice is posted; If sent by facsimile, on the date of transmission if transmission occurs between 09h00 and 16h00, and in the event of transmission after 16h00, then the following day; 3

4 4 *All prices excluding VAT Retainer Service Agreement Details to be completed: Remote Telephone IT Support Services Y / N R Onsite IT Support Services Y / N No of Hours: Rate of Hours included R P / H Total Monthly Retainer Amount R THUS DONE AND SIGNED at on this day of 20 in the presence of the undersigned witnesses: AS WITNESSES: for and on behalf SOSiT (PTY) Ltd THUS DONE AND SIGNED at on this day of 20 in the presence of the undersigned witnesses: AS WITNESSES: for and on behalf of the CLIENT

5 5 DEBIT ORDER MANDATE I/We hereby undertake to liquidate any amount due SOSIT with regards to the monthly retainer fee for services rendered by SOSIT. I/We further undertake to cover all costs relating to debit orders initiated, when no funds are available in my account after the th day of any given month. I/We confirm that the information supplied in this form by me/us is correct on signature thereof. Any collection costs incurred shall be on an attorney and client scale. Account Holder: ID Nr: Bank: Branch: Code: Account Number: Account Type: A: AUTHORITY I/We hereby instruct and authorise you to issue and deliver payment instructions to your banker for collection against my/our abovementioned account at my/our abovementioned bank (or any other bank or branch to which I/we may transfer my/our account) on condition that the sum of such payment instructions will never exceed my/our obligations as agreed to in the Agreement, and commencing on 20 and continuing until this Authority and Mandate is terminated by me/us by giving you notice in writing of not less 20 ordinary working days, and sent by prepaid registered post or delivered to your address indicated above. The individual payment instructions so authorised to be issued must be issued and delivered as set out in the Payment Schedule above.in the event that the payment day falls on a Saturday, Sunday or recognized public holiday (as stipulated by the Public Holidays Act), the payment day will automatically be scheduled for the pre ceding ordinary business day, or alternatively, the very next ordinary business day. Further, if there are insufficient funds in the nominated account to meet the obligation, you are entitled to track my account and re present the instruction for payment as soon as sufficient funds are available in my account; I /We understand that the withdrawals hereby authorized will be processed through a computerized system provided by the Banks and I also understand that details of each withdrawal will be printed on my bank statement or on an accompanying voucher. This reference number, if provided to you should enable you to identify the Agreement / Contract. The Contract number is stated above, and has been communicated to me directly after having been issued by you. I/We shall not be entitled to any refund of amounts which you have withdrawn while this authority was in force, if such amounts were legally owing to you. B. MANDATE I/We acknowledge that all payment instructions issued by you shall be treated by my/our above mentioned bank as if the instructions had been issued by me/us personally. C. CANCELLATION I/We agree that although this Authority and Mandate may be cancelled by me/us, such cancellation will not cancel the Agreement. I/We shall not be entitled to any refund of amounts which you have withdrawn while this authority was in force, if such amounts were legally owing to you. D. ASSIGNMENT I/We acknowledge that this authority may be ceded or assigned to a third party if the Agreement is also ceded or assigned to that third party, but in the absence of such assignment of the Agreement, this Authority and Mandate cannot be assigned to any third party. Signed at on this day of 20 Name of debtor Assisted by (where legally necessary) Signature of debtor Capacity For office use only Entity Reference Date Loaded Taken by Captured by