NovaCloud (PTY) Ltd. Subscription Terms of Service
By accessing or using the Subscription Services, you acknowledge that you have read, understood, and agree to be bound by the following terms. This Agreement is established between NovaCloud (PTY) Ltd. and the Client.
1. Subscription & License
Grant of License: Service Provider grants the Client a non-exclusive, non-transferable, limited right to access and use the Subscription Services solely for internal business purposes.
Subscription Term: The initial term is 12 months from the Effective Date.
Automatic Renewal: The subscription automatically renews for successive 12-month periods unless either Party provides notice of non-renewal at least 30 days before the end of the current term.
2. Fees & Payment Terms
Prepaid Services: All Subscription Services are provided on a prepaid basis; full payment must be received before the start of the applicable service period.
Payment Due Date: Payment is due within 15 days from the invoice date or on the last day of each month, whichever comes first.
Currency & Interest: All payments must be made in South African Rand (ZAR). Late payments accrue interest at a rate of 9.5% per month.
Suspension for Non-Payment: If an account is overdue by 15 days, the Service Provider reserves the right to suspend or terminate services without further notice.
Pricing Adjustments: Fees for services priced on international rates (U.S. Dollars) are subject to exchange rate (ROE) fluctuations. Service Provider reserves the right to adjust fees with 30 days' notice.
3. Client Obligations
Usage Restrictions: Client agrees to use the Subscription Services only for lawful purposes and in accordance with this Agreement and applicable regulations.
Data Protection: The Client is responsible for securing, managing, and backing up its data, as well as complying with all applicable data protection and privacy laws.
Compliance: Client shall comply with all policies and acceptable use guidelines provided by the Service Provider.
4. Support & Service Levels
Standard Support: Support is generally available during Business Hours depending on the level of service purchased.
Best Effort: In the absence of a specific Service Level Agreement (SLA), the Service Provider will apply "best effort" to resolve issues, which does not bind the provider to specific response or resolution times.
5. Confidentiality & Intellectual Property
Confidentiality: Each Party agrees to hold Confidential Information in strict confidence. This obligation survives for three years following termination or expiration.
Ownership: Service Provider retains all rights, title, and interest in and to the Subscription Services and all associated intellectual property.
6. Non-Solicitation
Non-Solicitation of Employees: During the term and for 36 months after termination, the Client agrees not to solicit or hire any employee or contractor of the Service Provider involved in the services without prior written consent.
Non-Solicitation of Clients: For 36 months post-termination, Service Provider agrees not to solicit the Client's customers with whom they had direct contact during performance.
7. Liability & Termination
Disclaimer of Warranties: Services are provided "as is" without any express or implied warranties.
Limitation of Liability: Aggregate liability shall not exceed the total fees paid by the Client during the 12 months prior to the event giving rise to the claim.
Termination for Cause: Either Party may terminate if a material breach is not cured within 30 days of written notice.
Termination for Convenience: Client may terminate at any time with 30 days' notice, but no refund of fees will be provided.
Effect of Termination: Upon notice, all outstanding fees become due and payable on the 1st day of the notice month.
8. Amendments & Updates
Right to Update: NovaCloud reserves the right to change or update these terms and information contained herein.
Notice of Change: The information contained within this document is subject to change without notice.
Client Responsibility: It is the Client's obligation to ensure they regularly read and review these terms, as continued use of the service constitutes acceptance of any modified terms.
9. Governing Law & Dispute Resolution
Governing Law: This Agreement is governed by the laws of South Africa.
Dispute Resolution: Any dispute shall be resolved through binding arbitration in Pretoria, South Africa, in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA).
Acceptance: By signing in for the first time, you confirm your acceptance of these terms and all incorporated Service Orders or quotes.