TERMS AND CONDITIONS OF PURCHASE AND RENTAL
Definitions
Please read these terms and conditions carefully as they apply to your use of Learning Management Software cc Product or Service.
In these terms and conditions the words defined shall have the meanings assigned to them hereunder:
The Company shall mean Learning Management Software cc (CK 1999/009035/23), formerly known as Bush Computer Training cc trading as Virtual-IT. The products’ shall mean all products, services and development sold or rented by the product name Virtual-IT;
‘the seller/ lessor’ shall mean Learning Management Software cc;
‘the purchaser/lessee’ shall mean the person, partnership, firm, association, close corporation or company purchasing or renting from the seller/lessor;
‘the parties’ shall mean the seller/lessor and the purchaser/lessee collectively.
Headings and clauses shall be deemed to have been included for purposes of convenience only and shall not effect the interpretation of the agreement.
Unless inconsistent with the context of the words relating to any gender shall include, the other gender, words relating to the singular shall include the plural and vice versa, and words relating to natural persons shall include associations of persons having corporate status of common law.
We may update the Terms and Conditions from time to time without notice to you. You can review the most current version of the Terms and Conditions at any time on our Web Site: www.virtual-it.co.za. It is your responsibility to check these Terms and Conditions regularly to ensure that you agree with them. If you do not agree with any of these Terms and Conditions, you may make known your objections by communicating them, in writing, to any of the contact addresses below.
Should you breach any of these Terms and Conditions, you will be solely responsible for any damages, liabilities or claims arising as a result of your actions.
Please submit any query in respect of these Terms & Conditions or the use of our Products or Services to us in any of the following ways:
Email: info@virtual-it.co.za
Postal: P O Box 521, Umkomaas, 4170
Other Contact Addresses:
Support: support@virtual-it.co.za
Accounts: accounts@virtual-it.co.za
Sales: sales@virtual-it.co.za
Application of Conditions
All and any business undertaken by the seller/lessor is and shall be subject to the conditions hereinafter set out and each condition shall be deemed to be incorporated in and to be a condition of any agreement between the seller/ lessor and purchaser/lessee.
Reservation of Ownership
The parties agree that this contract is subject to the express condition that ownership in products shall remain vested in the seller/lessor and that all modifications, additions and/or developments, of any kind, must be undertaken by Learning Management Software cc.
Notwithstanding the reservation of ownership as aforesaid, all risk shall pass to the purchaser/lessee upon delivery of articles to the purchaser/lessee or his agent, by rail, post, electronic transfer or to any other carrier for dispatch to the purchaser/lessee, at which time the seller/lessor’s responsibility will cease and the articles will be deemed to have been delivered to the purchaser/lessee.
Until the purchaser/lessee has paid the amount due by him to the seller/ lessor in full, or at completion of the rental agreement, the purchaser/lessee hereby appoints the seller/ lessor as his agent in rem suam in so far as the same may be necessary for the seller/ lessor to effect return of the products.
Transfer of Rights
The purchaser/lessee agrees that the seller/ lessor may cede its rights in terms of this contract and transfer its ownership in the products without its consent.
The purchaser/lessee shall not be entitled to cede and assign his rights under this contract without the prior written consent of the seller/ lessor.
Breach
Should the purchaser/lessee breach any of these Conditions of Sale, the seller/lessor shall in its election and without prejudice to any rights which the seller/lessor may in law have the right to:
cancel the contract without prior notice to the purchaser/lessee;
remove and repossess all the products and recover the damages which the seller/ lessor may have suffered consequent upon such cancellation;
abide by the contract and claim from the purchaser/lessee payment of the purchase price then outstanding which amount shall immediately become due and payable.
Limitation of Liability
Neither the seller/lessor nor any of its officers, directors, members, employees or agents/consultants shall be liable for any loss or damage, whether direct or indirect, consequential, or otherwise, whatsoever, suffered by the purchaser/lessee arising from any cause in connection with the supply of the products (including without limitations any act, omission or negligence on the part of the seller/ lessor or its employees or agents).
The Use of the Product Is At Your Risk
You use Learning Management Software cc Products and Services at your risk. You must evaluate, and bear all risks associated with, the use of any Content, including reliance on the accuracy, completeness or usefulness of any Content.
We endeavour to provide a convenient, functional and safe product, but we do not guarantee that the Content will be error free or that the Product or the server that may operate it is free of viruses or other harmful components.
Any use whatsoever of any of our Products are subject to these Terms and Conditions, even if the sign-on Terms and Conditions are not present as you open the Product.
Although we will use reasonable endeavours to maintain the Content, we urge you to keep backup copies of Content, you maintain on or use with the Product.
If your use of the Product results in the need for servicing or replacing property, material, equipment or data, we will not be responsible for such costs.
Without limiting the above provisions, everything within the Product is provided to you “as is” and “as available” without warranty or condition of any kind, either expressed or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We exclude all representations and warranties to the fullest extent permissible under any Applicable Law.
If a jurisdiction does not allow the exclusion of implied warranties in accordance with the paragraph above but allows limitations of a certain maximum extent then we limit our warranties to that extent.
It is the responsibility of the purchaser/lessee to ensure that their network system and/or hardware and/or software has the capabilities to run any Learning Management Software cc Product they have purchased/leased. If there is a problem running any Learning Management Software cc Product the seller/lessor has the right to bring in experts, at the purchaser/lessee’s expense, to establish the cause of such problem. All software on the purchaser/lessee’s computers must be a legalised and registered copy. The same version of MSAccess should be on all computers accessing the Learning Management Software cc software and also the version of Windows/Vista should be consistent. It is the purchaser’s responsibility to ensure they have the correct software loaded on the computer/s that will host the Learning Management Software cc database/s.
If the purchaser/lessee allows anyone other than a Learning Management Software cc employee to work on any Learning Management Software cc Product without the express authorization from Learning Management Software cc, then the support clause will fall away and Learning Management Software cc will accept no responsibility whatsoever for that Product.
Learning Management Software cc accepts no responsibility, whatsoever, for any impact that changes in legislation might have on our databases or to changes there might be to reporting structures in terms of that legislation.
Learning Management Software cc, its employees, agents and/or consultants will not be liable for any direct, indirect, consequential, special or other damages resulting from your use of our Product.
You will expressly indemnify Learning Management Software cc, the officers, directors, members, employees or agents/consultants of Learning Management Software cc from any actions, damages, liabilities and costs, including all legal costs, arising from any breach of these Terms and Conditions.
Learning Management Software cc uses remote accessing facilities to install or service a purchasers Learning Management Software cc database, as well as using Training Videos hosted on the Internet. Learning Management Software cc, its employees, agents and/or consultants will not be liable for any loss, direct, indirect, consequential, special or other damages resulting from this method of access.
Prices and Terms
Unless otherwise stated all orders will be invoiced at the Company’s prices in effect on the date of shipment, which the Purchaser agrees to pay. A fifty percent deposit for all Products or Services is to be made before any installation or development work proceeds. This does not apply to special offers where full payment is due on order.
Alteration or Waiver of Conditions
No agent, consultant or employee of the seller/ lessor, other than that of a Member thereof, has the seller’s/lessor’s authority to alter or vary these conditions.
No agreement varying, adding to, deleting from or canceling any of these conditions and no waiver of any rights under these conditions shall be effective unless reduced to writing and signed by a Member of the seller/ lessor’s. No representations other than those included in this contract shall be of any force or effect unless reduced to writing and signed by both parties.
Once products have been ordered by the purchaser/lessee such order cannot be varied or cancelled in any manner whatsoever, other than in writing and signed by the purchaser/lessee and seller/ lessor.
Miscellaneous
The proposed delivery date of products shall not constitute a material term of this contract and any failure by the seller/lessor to adhere to such date shall not entitle the purchaser/lessee to cancel this contract nor relieve him from his obligation hereunder.
The Purchaser assumes the responsibility for the selection of the Product as being adequate for and appropriate for the Purchasers purposes.
The Purchase r accepts that the importing of logo’s, data, the addition of Purchaser contact details and the preparation of the LMS for delivery are personalisation of the database for the Purchasers and are undertaken conditional to the sale. If a refund is requested the costs for this personalisation will be recovered, prior to the refund calculation, based on an initial charge of 3 hours at the sellers/lessors current hourly rate for a Single User License and 30 minutes thereafter per additional license plus any charge for any importing of data and/or development.
The Purchaser accepts our cancellation policy namely, for cancellations after seven days or less from installation a cancellation fee of 10% will be deducted from the refund. For cancellations after eight days to thirty days from installation a cancellation fee of 30% will be deducted from the refund. For cancellations after thirty days to 6 months from installation a cancellation fee of 50% will be deducted from the refund. After 6 months no refund is payable.
The purchaser/lessee shall be obliged to notify the seller/lessor in writing within 48 (forty eight) hours of receipt of the Product of any defects, or any other faults or short/ non delivery relating to the Product or development to such Products and in the absence of such timeous written notification to the seller/ lessor it will be deemed to have been acknowledged that the Products were received in good order and condition and to the purchaser/lessee’s satisfaction. In terms of importation/exportation of data, all effort will be made to ensure accuracy, but it is the clients’ responsibility to ensure the correctness of such development/data and check data. All development undertaken remains the sellers/lessors intellectual property and copyright. Learning Management Software cc no longer undertakes customization development for clients. It is Learning Management Software cc’s policy not to work with, adjust, amend or manipulate purchaser/lessees data in any way. Seller/Lessor’s liability in respect of any article or products delivered which is proved to be defective shall be limited to either replacing such article, or at the seller/lessor’s election, refunding the purchase price or part thereof paid to the seller/lessor as long as notice in writing is received within the time specified above. The seller/lessor reserves the right to stop work on any project at any time.
The Single and Multi User LMS Products are sold with 6 (six) months e-mail support included in the price, which runs from the date of invoice. All questions, queries etc., of any nature, to be e-mailed to support@virtual-it.co.za where one of the Learning Management Software cc’s team will aim to respond ASAP. The e-mail support department is operational Monday to Thursday 09.00 to 15.00 and Friday 09.00 to 14.00 CAT. Telephonic support will not be entered into. If any callouts are required then these are charged out at the applicable hourly rate plus travelling and accommodation (where necessary). The Lite LMS Products are sold with access to the knowledge base FAQ on our Web Site only for support.
In the event of any amount payable by the purchaser/lessee not being paid in full on or before the due date then the total amount owing in terms of this contract shall immediately become due and payable. The seller/lessor shall be entitled to charge interest in respect of any overdue amounts at the maximum rate permissible from time to time as set forth in the Limitations and Disclosure of Finance Charges Act No. 73 of 1986, as amended, or any other applicable legislation.
Payment of the purchase price, or rentals or any part thereof by the purchaser/lessee to the seller/lessor may not be withheld pending the settlement of any claims or disputes.
No extension of time or other relaxation or indulgence which the seller/lessor may grant to the purchaser/lessee shall in any way prejudice any of the seller’s/lessor’s rights hereunder and more particularly, and without derogating from the generality of the aforegoing, no act of the seller/lessor in accepting an installment after due date or in accepting a lesser sum than the amount due, shall operate as or be deemed to be a waiver by the seller/ lessor of any of its rights hereunder or a novation of any of the terms or conditions of this sale.
The purchase price/rental is payable to the seller/ lessor in South African currency to the seller/ lessor’s Bank Account by;
With regards to Sales, an electronic transfer or Bank deposit to the Sellers/Lessor’s Bank Account.
With regards to Rentals a Debit Order drawn and made payable by the Purchaser/Lessee, to the Sellers/Lessor’s Bank Account.
Any bank charges or variation in the rate of exchange shall be borne by the purchaser/lessee. Unless otherwise stated in writing by the seller/ lessor, all Sales payments shall be made on delivery of the services/products supplied. Rental is to be paid by the 1st of each month in advance.
In the event of the seller/ lessor deciding to institute legal action for the enforcement of any of its rights against the purchaser/lessee, it shall be entitled to do so in the Magistrate’s Court which would, but for the amount of the claim, have jurisdiction.
The purchaser/lessee shall pay all legal costs incurred by the seller/ lessor on an attorney own client scale in taking any legal action against the purchaser/lessee for the enforcement of any of its rights.
The purchaser/lessee hereby chooses domicilium citandi et executandi for all purposes incidental to or arising out of this contract, including the service of summons, at the address of the purchaser/lessee given on the order form.
All quotations are valid for 30 days only and are based on one installation date, including training (when it forms part of the quotation) in one location. Any calls for further training and installation are chargeable and will be conducted via the Internet. If call outs result in a visit to the clients premises, an hourly rate, travelling and where applicable, accommodation are to the purchaser/lessors account.
Site Content
You acknowledge that Content of the Product is subject to copyright and possibly other intellectual property rights. Such Rights remain with Learning Management Software cc. Access to the intellectual property (development) is not permitted.
Unless you are expressly authorised by law you must not yourself, or participate in or permit any other person, to:
(i) sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any of the Content in any way for any public or commercial purpose without our prior written consent; or
(ii) use any Content on any other web site or in a networked computer environment for any purpose; or
(iii) reverse engineer any Content consisting of downloadable software; or
(iv) otherwise infringe the Intellectual Property Rights of any person in using the Site or any Content.
(v) Install more LMS’s than the number of licenses you have paid for.
Nothing you do on or in relation to the Product will transfer any Intellectual Property Rights to you or license you to exercise any Intellectual Property Rights unless this is expressly stated.
Notices
We will give you any necessary notices by posting them on to our Web Site www.virtual-it.co.za. You agree:
(i) to check the Site for notices;
(ii) that you will be considered to have received a notice when it is made available to you by posting on the Site.
General Provisions
If any part of this agreement is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect.
This agreement will be governed by the laws of the Republic of South Africa. You irrevocably submit to the exclusive jurisdiction of the courts of the Republic of South Africa.
You agree to defend, indemnify, and hold harmless us, our officers, directors, members, employees or agents/consultants, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Product/Services or the Content or your breach of this agreement.
The Learning Management Software cc website contains links to other Internet sites. No inference can be made or representation implied that Learning Management Software cc is connected with, operates or controls these linked web sites. Learning Management Software cc is not responsible for the content on the aforesaid sites. The linked sites are for the users convenience only and the user access thereto is at the users own risk. When visiting linked sites the user must refer to that linked site’s individual terms of use.
By visiting www.virtual-it.co.za, you agree that the laws of the Republic of South Africa, without regard to principles of conflict of laws, will govern these terms and conditions and any dispute of any sort that might arise between you and Learning Management Software cc.
