TERMS AND CONDITIONS

In these terms and conditions: -The goods mean the goods/services as indicated on any company forms, price lists, quotations, orders or invoices.

1. PRICES AND QUOTATIONS
1.1. The price of the goods sold, or services rendered shall be the usual price as set out in the EntruTech price list/quote at the time of the sale of the goods.
1.2. EntruTech has the right to change the prices of the goods/services from time to time without prior notice to the customer.
1.3. All quotes remain valid for 3 (three) days from the date of the quote, or until the date of issue of a new price, whichever occurs first. The validity of any price quoted is subject to availability.
1.4. Any quote may be changed at any time in the event of any increase in the cost price of the goods, including currency fluctuations. Price increases will only be affected if the goods have not yet been dispatched to the customer.

2. INVOICING
2.1. Invoices for monthly services will be sent out on the 20th of each month for the following month.
2.2. Ad-hoc support invoices will be sent out on the 25th of each month.
2.3. Statements will be sent out on the 27th/28th of each month.

3. PAYMENTS
3.1. The customer shall pay the amount on the tax invoice when payment is due according to Invoice, or within agreed terms.
3.2. The customer has no right to withhold payment or make set offs or deductions from any payment due by it for any reason whatsoever. No extension of payment of any nature will be granted.
3.3. EntruTech shall have the right to suspend all services immediately upon non and late payments.
3.4. If any amount owed is not settled in full (a) on due date (b) on demand. EntruTech is entitled to, without prejudice to any of its rights;
3.5.1. immediately institute relevant action against the customer and/or
3.5.2. cancel the sale and take possession of any goods delivered to the customer,
3.5.3. Suspend all services, including cloud services and managed services.
3.6. The only payment accepted by EntruTech is payment via EFT into their specified bank account or debit orders instated.
3.6.1. NO CHEQUES WILL BE ACCEPTED
3.6.2. NO CASH PAYMENTS WILL BE ACCEPTED
3.6.3. All Hardware and Software purchases are payable upfront.
3.7. 2% interest will be charged to any late payments overdue on approved and signed terms,and payable with the full outstanding amount.

4. ORDERS
4.1. The customer hereby confirms that the goods and services on the tax invoice issued duly represent the goods and services ordered by the customer at the prices agreed to by the customer and where performance/delivery has already taken place that the services and goods were inspected and that the customer is satisfied that these conform to specifications in all respects to the quality and quantity ordered and are free from any defects.
4.2. All signed orders and any variations to orders will be binding, subject to these standard terms and conditions and may not be varied or cancelled. EntruTech will not be responsible for any errors or misunderstandings occasioned by the customer’s failure to make the order in writing or associated quantities.
4.3. Orders shall constitute irrevocable offers to purchase the goods/services in question at the usual prices of EntruTech as at the date when the customer places the order of the goods, subject to clause 1.4 above, and shall be capable of acceptance by EntruTech by the delivery of the goods, written acceptance or confirmation of the order.
4.4. The customer shall provide EntruTech with an order number when placing an order.4.5 Any order marked for “Collections” and not collected within 3 days of placing the order will automatically be credited back into the system.

5. DELIVERY
5.1. Any delivery note (copy or original) signed by the customer and/or its authorized representative and/or its nominated agent and received by EntruTech, shall be prima facie proof that delivery was made to the customer.
5.2. EntruTech may split the delivery into partial deliveries of goods ordered in the quantities and on the dates, it decides with the prior consent of the customer, which consent shall not be unreasonably withheld.
5.3. In the event of the customer choosing to engage its own third party to transport the goods, the customer indemnifies EntruTech against any claims of any nature whatsoever that may arise from such an agreement.
5.4. EntruTech is entitled to engage a third party on its behalf to transport all goods purchased by the customer to the delivery address stipulated by the customer.
5.5. Should the customer wish to receive delivery of the goods by a more expensive method of transportation than that normally used by EntruTech, the customer shall make such request in writing and, in the event that EntruTech agrees to arrange such special delivery the additional charges shall be debited to the customer’s account and shall be payable by the customer.
5.6. EntruTech does not guarantee that the goods will be dispatched or delivered on a particular date and time, and the customer shall have no claim against EntruTech in respect of any loss occasioned by any delay in dispatch or delivery of any goods ordered and/or services rendered, nor may the customer cancel any order by reason of such delay.
5.7. Goods received in a damaged condition shall either be rejected or accepted, and a note of the item and type of damage shall be made on the front of the invoice. Rejected goods shall be returned to EntruTech.
5.8. EntruTech reserves the right to charge delivery charges, as and when necessary.

6. OWNERSHIP AND RISK
6.1. All risk in and to all goods sold by EntruTech to the customer shall pass to the customer upon delivery and signing of delivery note.
6.2. Ownership of hardware and services only transfer to The Customer once full payment is received. Remedial action will be taken, should full payment not be received.
6.3. The customer shall fully insure the goods purchased from EntruTech against loss or damage until the customer has paid the full purchase price for such goods. All benefits in terms of the insurance policy relating to the insurance of such goods shall be ceded to EntruTech.

7. BREACH OF CONTRACT
In terms of any breach by the customer, Entrutech shall have the option to:
7.1. Take action if the customer fails to remedy such breach within four (4) days after receipt of notice to that effect, If
7.1.1. the customer repeatedly breaches this agreement in such manner that the customer’s conduct is inconsistent with the intention or ability of the customer to carry out the terms of the agreement,
7.1.2. or if the customer is sequestrated or placed under liquidation or enters into judicial management
7.1.3. or any act if insolvency or enters into a compromise with its creditors or fails to satisfy a judgement granted against it within 7 (seven) days of the date of judgement or changes the structure of its ownership,
7.2. EntruTech shall be entitled without prejudice to its rights in law or in terms of this agreement to take possession of the goods and is hereby irrevocably authorised to enter upon the customer’s premises to take delivery of such goods without Court order.
7.3. In the event of breach by Entrutech cc, should Entrutech fail to remedy such breach within four (4) days after receipt of notice to that effect from the customer or should Entrutech cc repeatedly breach this agreement in such manner that EntruTech’s conduct is inconsistent with the intention or ability of EntruTech to carry out the terms of the agreement, the customer has the right to cancel the contract, the customer will still be responsible for any outstanding amounts payable.

8. LEGAL PROCEEDINGS
8.1. These terms and conditions shall be governed and construed under and in accordance with the laws of the Republic of South Africa.
8.2. EntruTech shall, at its option and notwithstanding that the amount of its claim or the nature of the relief sought exceeds the jurisdiction of the Magistrate’s Court be entitled to institute action out of such court.
8.3. A certificate issued and signed by any director or manager of EntruTech, who is authorized, need not be proved, in respect of any indebtedness of the customer to EntruTech or in respect of any other fact, including but without limiting the generality of the foregoing, the fact that such goods/services were sold and delivered, shall be prima facie proof of the customer’s indebtedness to EntruTech and prima facie proof of delivery of the goods in terms of this contract.
8.4. Any information in whatever format provided by EntruTech of computer evidence tendered by EntruTech shall be admissible evidence and the customer shall not be entitled to object to the admissibility of such evidence purely on the grounds that such evidence is computer evidence.
8.5. The customer’s address on the Customer Onboarding Form (ENT-OBF), shall be recognized as the customer’s domicilium for all purposes in terms of this contract whether in respect of the serving of any court process, notices that payment of any amount or communications of whatever nature.
8.6. In the event of the Customer breaching any of its obligations and/or failing to timeously make payment of any amount to EntruTech, the Customer agrees to pay, and shall be liable to pay, all legal costs incurred by EntruTech in enforcing its rights in terms of these terms and conditions on the attorney/own client scale including collection charges, tracing agent’s fees, air fares and export fees.
8.7. The customer agrees that neither EntruTech nor any of its employees will be liable for any negligent or innocent misrepresentations made to the customer, nor shall the customer be entitled to abandon these terms and conditions on those grounds.

9. ARBITRATION
9.1. EntruTech may refer any dispute arising from or in connection with this contract to arbitration which arbitration award shall be final and binding on the customer and EntruTech. Both parties:
9.1.1. shall agree on the appointment of arbiter, who shall be a knowledgeable person and expert in the field of technical and legal related to the dispute.
9.1.2. or failing agreement, appointed by the Arbitration Foundation of Southern Africa, who shall then finally resolve the dispute or issue in accordance with the Rules of the Arbitration Foundation of SA.
9.2. The arbitration shall be held at the place and in accordance with whatever procedures, the arbitrator considers appropriate.

10. RETURNED GOODS
10.1. Whilst EntruTech is under no obligation to accept the return of goods, the customer may apply to EntruTech for permission to return goods and if written permission is given –
10.1.1. the customer may return any defective goods to the premises of EntruTech or its nominee at the customer’s own cost.
10.1.2. in the event of a cancellation of an order by the customer for goods accepted for return by EntruTech, EntruTech reserves the right to charge a handling fee of up to 15% (fifteen) on the value of the order cancelled or goods returned.
10.2. EntruTech will follow the policies on any returned and/or faulty goods as prescribed by the supplier responsible for the brand of goods.

11. WARRANTIES AND INDEMNITY
11.1. Goods may be guaranteed under the OEM’s product specific warranties only, and all other guarantees and warranties including common law guarantees and warranties in relation to goods and services are hereby specifically excluded by EntruTech.
11.1.1. All guarantees are immediately null, and void should any equipment be tampered with or should the “seals” on the equipment be broken by anyone other than EntruTech or its appointed nominee, or should the goods be operated outside the manufacturer’s specifications.
11.2. To be valid, guarantee claims shall be supported by the original tax invoice and the goods shall be in their original packaging and shall be accompanied by all accessories and manuals shall be intact. All items shall be returned in “as new” condition.
11.3. The customer indemnifies and holds EntruTech (including its employees, subcontractors or subsidiaries) harmless against all claims of whatsoever nature that may be brought or threatened against EntruTech by any third party arising from or in connection with any defect, latent or otherwise in any goods supplied and/ or services rendered by EntruTech.

12. REPAIRS
12.1. EntruTech’s liability is restricted in terms of a manufacturer’s warranty provided, the cost of repair or replacement of faulty goods or services,depend on EntruTech or the manufacturer’s discretion.Fees for shipping of goods for repairs shall be for the Customer’s account.
12.2. In the case of repairs undertaken by EntruTech repair quotes given are merely estimates and are not binding on EntruTech.
12.3. The customer hereby agrees that any item returned for a repair may be sold by EntruTech to defray the cost of such repair if the item remains uncollected for a period of 30 (thirty) days after the repairs have been completed.

13. GENERAL
13.1. EntruTech reserves the right in its sole discretion to vary or amend these terms and conditions from time to time and any such amended or varied terms and conditions shall be binding on the customer from the time that the customer is notified thereof.
13.2. No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of these terms and conditions, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by a director of EntruTech.
13.3. No agreement, whether consensual or unilateral or bilateral, purporting or obligate EntruTech to sign a written agreement to amend, alter, vary, delete, add or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by a director of EntruTech.
13.4. No relaxation or indulgence with EntruTech may grant the customer or be deemed to be a waiver of any Entrutech’s rights in terms of these terms and conditions.
13.5. The customer shall not cede its rights nor assign its obligations under these terms and conditions.
13.6. EntruTech shall at any time in its sole discretion be entitled to cede all or any of its rights in terms of this terms and conditions to any third party without prior notice to the customer.
13.7. The customer undertakes to notify EntruTech within seven(7) days of any change of address or change of in director, shareholder, address or the information as set out in this contract.
13.8. The headings in this document are included for convenience and are not to be taken into account for the purpose of interpreting this contract.
13.9. Each of the terms herein shall be a separate and divisible terms and if any such term becomes unenforceable for any reason whatsoever, then that term shall be severable and shall not affect the validity of the other terms.
13.10. The customer undertakes to inform EntruTech in writing at least 14 (fourteen) days prior to the intended selling or alienating of the whole of or any part of the customer business and failure to do so will constitute a material breach of this contract entitling EntruTech to cancel the contract without further notice to the customer.

14. DISCLOSURE OF PERSONAL INFORMATION
14.1. The customer agrees and understands that information given in confidence to EntruTech by a third party on the customer will not be disclosed to the customer.
14.2. The customer hereby consents to and authorizes EntruTech at all times to furnish credit information concerning the customer’s dealing with EntruTech to a credit bureau and to any third party seeking a trade reference regarding the customer in his dealings with EntruTech.

15. EXCLUSIONS
15.1. EntruTech is not obliged, without the payment of an Additional Charge, to supply any software, Parts or services to rectify a problem, fault or Incident arising from, or repair or replace a Configuration Item which fails or develops an error due to-
15.2.1. external causes including natural disaster, fire, accident, neglect, misuse, vandalism, water, lightning, power failure, power surge or power spike;
15.2.2. use of the Configuration Item for other than its intended purpose or contrary to its specifications
15.2.3. performance of maintenance or attempted repair of the Configuration Item by persons other than EntruTech or as authorized by EntruTech;
15.2.4. use with or connection of the Configuration Item to items not maintained or approved by EntruTech;
15.2.5. relocation of the Configuration Item by the Customer;
15.2.6. insufficient capacity of the Configuration Item caused by the Customer’s relevant system;

16.INDEPENDENT SERVICE PROVIDER
16.1. Subject to the terms and conditions of this Agreement, The Customer hereby engages EntruTechas an independent Services Provider to perform the services set forth therein, and EntruTech hereby accepts such engagement.
16.2. This Agreement shall not render EntruTech an employee, partner, agent of, or joint venture with The Customer for any purpose. EntruTech is and will remain an independent Service Provider in its relationship to The Customer. The Customer shall not be responsible for withholding taxes with respect to the EntruTech’s compensation hereunder.

17. CONFLICTS OF INTEREST
17.1. EntruTech represents that it is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the EntruTech and any third party.
17.2. During the term of this agreement, EntruTech shall devote as much of its productive time, energy and abilities to the performance of its duties hereunder as is necessary to perform the required duties in a timely and productive manner as agreed upon in the SLA agreement.
17.2.1. EntruTech is expressly free to perform services for other parties while performing services for The Customer.

18. MERGERS
18.1. This Agreement shall not be terminated by the merger or consolidation of The Customer into or with any other entity.

19. TERMINATION
19.1. Both parties may terminate this agreement with a 60-day written notice of intent to terminate.

20. NON-SOLICITATION
20.1. The Parties will not, without the written consent of the other Party, at any time during the term of the Agreement or for a period of 12 months after termination of the Agreement, engage, employ or otherwise solicit for employment whether directly or indirectly, any person who during the currency of the Agreement was a director, officer or employee of the other Party.

21. VAT
21.1. All prices listed/quoted/invoiced exclude VAT.
21.1.1. All Hardware, Software and professional services are quoted excluding Vat.

22. ADDITIONAL CHARGES
22.1. EntruTech shall issue invoices for any Additional Charges when it has done the relevant work, supplied the goods or incurred the expenses.
22.2. Additional shipping charges will be rendered for all repairs/warranties done/handled by 3rd parties.

23. CUSTOMER OBLIGATIONS
23.1. The Customer has the following general responsibilities under this agreement-
23.1.1. The Customer shall inform EntruTech of changes in technical environment by any other party and preferably consult before new processes or equipment are implemented. This is to prevent unknown and unplanned problems or security vulnerabilities from occurring and provide better overall support from EntruTech.
23.1.2. All problem calls shall be logged through the appropriate channels as specified in the Customer SLA Contract, to minimize unnecessary costs and callouts for The Customer, and for the liaison to be aware of all incidents.
23.1.3. The Customer will provide all the necessary and requested documentation, information, and knowledge pertaining to any policies EntruTech needs to adhere to, prior to the start of this agreement i.e. Procurement policies.
23.1.4. The Customer will explicitly use the services of EntruTech unless otherwise stated or unless EntruTech is unable to provide said service, again to ensure proper security and control of the IT infrastructure and to minimize risk and support times. If another party is used to provide the same core services as Entrutech, the customer will be in breach of contract.
23.1.5. In the event of bad service experienced by The Customer, The Customer shall make EntruTech aware of these events, with clear and precise description of events, in order to improve on service delivery. These should be sent to EntruTech’s management only.
23.1.6. All employees should be made aware of the correct process to follow if assistance is required and supplied with the correct contact details, procedure and times.
23.1.7. For any changes or planning on the network EntruTech should be consulted to ensure no interference and problems result because of changes.
23.1.8. Access and license change request shall be requested in writing to prevent errors and unnecessary licensing and costs for either party.
23.1.9. When calling for support, the Customer shall provide accurate information including operating system and error messages. The Customer shall have all relevant information on hand.

24. EntruTech OBLIGATIONS
24.1. EntruTech has the following general responsibilities under this agreement-
24.1.1. EntruTech endeavours to supply support to The Customer in a professional and trusting manner and within the best interest of The Customer.
24.1.2. EntruTech will attempt to resolve problems over the phone on first call to limit time spent on premises and therefore limiting costs.
24.1.3. EntruTech shall provide onsite support to The Customer on request of the appropriate appointed liaison or if the incident cannot be resolved online or telephonically.
24.1.4. EntruTech will provide guidance and suggestions keeping The Customers’ best interest and cost advantage in the long term in mind.

25. CONFIDENTIALITY UNDERTAKINGS
25.1. The provisions of this Agreement shall –
25.1.1. apply to all Confidential Information disclosed by either Party to the other, whether before, on or after the Signature Date, for the purpose of or in connection with their investigation of the service;
25.2. Each of the Parties hereby undertakes in favour of the other Party that with effect from the Signature Date, it shall not –
25.2.1. disclose or divulge, directly or indirectly, the Confidential Information of the Disclosing Party received by the Receiving Party to any 3rd person.
25.2.2. for the purpose of this agreement, directly or indirectly copy, disclose, distribute, license, reproduce, reverse engineer, adapt, amend and/or enhance any of the Disclosing Party’s Confidential Information.
25.2.3. Each Party acknowledges and agrees that the Confidential Information is being made available solely and exclusively for the purpose of investigating the service and for no other purpose whatsoever, and that such information would not have been made available to the other Party, but for this Agreement.
25.2.4. The Receiving Party shall take all such steps as may be reasonably necessary to prevent the Disclosing Party’s Confidential Information falling into the hands of unauthorized third Parties.
25.2.5. The Receiving Party shall ensure that disclosure of such Confidential Information is restricted to those employees, Affiliates, advisors and/or directors of the Receiving Party having the need to the know the same for purposes of the services rendered.
25.3. Any and all documentation and/or records relating to the Disclosing Party’s Confidential Information which comes into the possession of the Receiving Party in relation to the services or during the period of this Agreement or at any time thereafter shall:
25.3.1. be deemed to form part of the Confidential Information of the Disclosing Party;
25.3.2. be deemed to be the property of the Disclosing Party;
25.3.3. not be copied, reproduced, published or circulated by the Receiving Party to any third party;
25.3.4. unless prohibited by law, be surrendered to the Disclosing Party on demand, and in any event on the termination of the evaluation and/or any negotiations in respect of the service, and the Receiving Party shall not retain any extracts therefrom.
25.4. Each Party undertakes in favour of the other Party that it will ensure that –
25.4.1. no Confidential Information will be used to gain a competitive advantage over the other Party;
25.4.2. no Confidential Information shall be used by the Receiving Party, or any of its Affiliates, to establish or enhance any relationship of whatsoever nature with the Disclosing Party’s customers, suppliers, wholesalers, contractors, 3rd party providers, advisors and/or any other person or entity integral in the business of the Disclosing Party;
25.4.3. it shall procure that each of its Affiliates observe the terms of this Agreement as if it were a Party to it, and accepts responsibility for any act or omission which would be a breach of any of the undertakings in this Agreement by any of its Affiliates or any person to whom it discloses Confidential Information, as if such person were a Party to this Agreement;
25.4.4. if it is uncertain whether any Confidential Information is to be treated as confidential, the Receiving Party shall be obliged to treat same as Confidential Information until clearance is obtained in writing from the Disclosing Party to the contrary.

26. INTELLECTUAL PROPERTY
26.1. The Parties record, acknowledge and agree that –
26.1.1. they shall become acquainted with, gain personal and in-depth knowledge of and have direct access to Intellectual Property of the Disclosing Party which is not readily available to any other person and, in particular, a competitor of the Disclosing Party;
26.1.2. the Intellectual Property is of crucial importance to the business of the Disclosing Party and the Disclosing Party accordingly has a legitimate proprietary and commercial interest therein which it is entitled to protect;
26.1.3. should any of the Intellectual Property become available to a competitor of the Disclosing Party, it could cause the Disclosing Party considerable financial harm and/or loss; and
26.1.4. the only effective and reasonable manner in which the Disclosing Party’s legitimate proprietary and commercial interests in the Intellectual Property could be protected so as to avoid financial loss, is by way of the Receiving party to protecting the intellectual property of the disclosing party as would protect its own.
26.2. The Disclosing Party hereby allows the Receiving Party to use the Disclosing Party’s Intellectual Property for purposes of exploring the services and for no other purpose whatsoever.
26.3. The Disclosing Party retains any and all right, title and interest in its Intellectual Property and no license is hereby granted, directly or indirectly, under any invention, discovery, patent, copyright or other Intellectual Property now or in the future held, made, obtained or licensable by either Party.
26.4. The Receiving Party shall not for whatsoever reason copy, reproduce, license, use, disclose, reverse engineer, adapt, amend, disclose or distribute the Disclosing Party’s Intellectual Property unless authorized by the Disclosing Party in writing.