WEBSITE DISCLAIMER
The information contained in this website is for general information purposes only. The information is provided by netUP and while we endeavour to keep the information up to date and correct, we make no representations or warrantees of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.
Through this website you are able to link to other websites which are not under control of netUP. We have no control over the nature, content and availability of these sites. The inclusion of any links does not necessary imply a recommendation or endorse the views expressed within.
Every effort is made to keep the website up to date and running smoothly. However, netUP takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.
EMAIL DISCLAIMER
This e-mail contains privileged and confidential information intended for the use of the addressees named above. If you are not the intended recipient of this e-mainuMotus Direct License l, you are hereby notified that you must not disseminate, copy or take any action in respect of any information contained in it. If you have received this e-mail in error, please notify the sender immediately by e-mail and immediately destroy this e-mail and its attachments.
These terms and conditions apply to the e-mail communication, attachments and all subsequent communications and attachments netUP Trading CC (registration number: 2008/163189/23 (“we”/”us”) may send you (collectively referred to as “the communication”).
The information contained in this communication is confidential and may be legally privileged. It is intended solely for the use of the individual or entity to whom we have addressed the communication to and others authorised by us to receive it. If you are not the intended recipient you are hereby notified that any disclosure, copying, distribution or taking action in reliance of the contents of this information is strictly prohibited and may be unlawful.
If you are not the intended recipient of this e-mail (or such person’s authorised representative), then:
(a) Please notify the sender of this e-mail immediately by return e-mail, facsimile or telephone and delete this message from your system;
(b) You may not print, store, forward or copy this message or any part thereof or disclose or cause information in this message to be disclosed to any other person.
We are not liable for the improper or incomplete transmission of the information contained in this communication, or for any delay in its receipt. We are not liable for any harm or loss resulting from malicious software code or viruses in this e-mail or its attachments, including data corruption resulting there from. Any advice or information contained in this e-mail is subject also to any governing agreement between us.
NUMOTUS CLOUD LICENSE TERMS AND CONDITIONS
Grant of License
The license agreement sets out the terms on which netUP Trading CC (Registration number 2008/163189/23 and registered address as 519 25th Avenue, Villeria, Pretoria, 0186, referred to as the “Licensor”) grants a non-transferable, non-exclusive license for the use of the software specified in Annexure A on the terms and conditions contained herein.
The license is granted to the Licensee for use of the software on any computers, utilized towards the business of the Licensee.
Usage and Maintenance License means the usage and maintenance of the product(s) from the effective date. Thereafter continued usage and maintenance is subject to the payment of the usage and maintenance fee to netUP on a monthly basis. Maintenance and support on the product shall be provided by netUP for as long as the license fee is paid to the licensor. Renewals shall not be automatic. The Licensee may not modify the licensed programs or incorporate them into other software.
Copies
Licensee may make copies of the licensed program in executable code form as necessary for use by the Licensee for backup and archive purposes.
Proprietary Rights
Licensee recognises that netUP regards the licensed programs as proprietary information and as confidential trade secrets of great value. Licensee agrees not to provide or to otherwise make available in any form the licensed programs, or any portion thereof, to any other person than employees of the Licensee without the prior written consent of netUP. Licensee agrees to treat the licensed programs with at least the same degree of care with which the Licensee treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the licensed programs.
Delivery of software
netUP nuMotus Cloud will be electronically delivered to a server/workstation hosted at the Licensee. The Licensee will do the installation, but can arrange with netUP to do the installation via remote access. On exceptional cases the Licensee may require netUP to do the installation onsite, where the cost of travelling and accommodation (if applicable) will be paid by the Licensee.
Payment
The Licensee will be invoiced on a monthly basis at the beginning of each month. netUP must be paid via bank transfer to the details of the bank account on the invoice before the last day of that same month. Any late invoice payments may be subject to an interest penalty, calculated on a daily basis for the days that payment is late, at the going prime rate three percentage points. If there are continuous defaults on account payments, netUP holds the right to institute legal action and all legal costs will be for the account of the defaulting party. The monthly fee for the license may increase annually (March) by at least the average of the previous calendar year’s CPI.
Maintenance Support
netUP will provide the Licensee the following support with respect to the Usage and Maintenance license:
If the monthly license fees are paid in advance and in accordance to the agreement between netUP and the Licensee, and the Licensee notifies netUP of a substantial program error in respect of to the software, or netUP has reason to believe that an error exists in the software and notifies the Licensee, netUP shall at its expense verify and correct such an error within thirty working days after date of notification. If the monthly license fees are paid in advance and in accordance with the agreement between netUP and the Licensee and netUP upgrades or updates to the software, the updates/upgrades will be made available to the Licensee free of charge and will be applied automatically. If the monthly license fee is not paid, all support and upgrades/updates will cease. If the monthly fee is lapsed and the Licensee wishes to reinstate the license, a license reinstate fee will charged by netUP that is equal to one month’s license fee.
Termination
In the case of a usage and maintenance license, the Licensee will immediately discontinue use of the licensed programs upon termination of the monthly payment. Within one month of the last termination date, the Licensee will provide netUP a certificate that verifies that all copies of the licensed program, in whole or any part or form, through best effort and to the best of its knowledge, have been destroyed.
Warranty Disclaimer
NETUP LICENSES, AND LICENSEE ACCEPTS, THE LICENSE PROGRAMS “AS IS”. NETUP PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAM, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR PARTICULAR PUPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH THE LICENSEE. NETUP DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET THE LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.
Patent and Copyright Indemnity
netUP will defend at its own expense any action brought against the Licensee to the extent it is based on a claim that the Licensee program used within the scope of the license granted hereunder infringe a patent, copyright or any proprietary right of a third party. In the event that the licensed program becomes, or in netUP’s opinion is likely to become, the subject of a claim of infringement of a patent, copyright or trade secret, netUP may at its option either secure the Licensees right to continue using the licensed programs, replace or modify the licensed programs to make them not infringing, or provide the Licensee with a refund of the license fee for the remainder of the agreed contract term. netUP shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of the licensed program in any form than the original, unmodified form provided to the Licensee or the use of a combination of the licensed programs with hardware, software or data where the used licensed programs alone and in their original, unmodified form would not constitute any infringement. The foregoing states the Licensee’s entire liability for infringement or claims of infringement of patents, copyrights or other intellectual right.
Limitation of liability
NETUP’S LIABILITY TO THE LICENCEE UNDER ANY PROVISION OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY THE LICENSEE TO NETUP. IN NO EVENT THAT NETUP BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHICH MAY ARISE FROM THE USE, OPERATION OR MODIFICATION OF THE PRODUCT.
Notices
All notices in connection with this license agreement shall be in writing and may be given by certified, registered mail or personally delivered at the billing address set forth in APpendix A. For purposes of this agreement, a notice shall be deemed effective upon personal delivery or after five days when delivered in a proper mail box.
Severability
In the event that any provision of this agreement is determined to be invalid or unenforceable, the remainder of the agreement shall remain in force as if such provision were not a part.
Exclusions
It is specifically recorded and agreed that netUP shall not be obliged to provide the following services, and same shall fall outside the scope of the services to be provided by the netUP in terms of this agreement:
Support of any software, accessories, attachment, hardware, machines, systems or any other devices not supplied by netUP to the Licensee.
Services which may be required due to any malfunction of whatsoever nature in the Licensee’s information technology system and/or the premises, including but not limited to power failure, switching off any component of the system in error, faulty wiring and the like.
Attending on faults or errors in the software which are caused by any unauthorized modification and/or amendment to the software, the utilization of the software or database outside of the user documentation and/or netUP’s written instructions from time to time.
Except for ensuring that the data received from the Licensee is not altered in any way, ensure that all data received from the Licensee and/or its Suppliers is accurate, and whilst all reasonable precautions will be taken by netUP to import such data correctly, netUP cannot be held liable for any data imported incorrectly.
netUP shall be relieved of its obligations to perform the services due to:
The licensee’s failure to perform, or default in performing its obligations in terms of this agreement.
Circumstances that constitute an event of force majeure.
All infrastructure and communication line faults.
Power failure interruption at the Licensee’s premises.
Failure or delay by the Licensee and/or representative to report incidents to the netUP help desk.
The Licensee making unauthorized changes to the software or any portion thereof.
The Licensee using the software on a system other than the recommended computer system.
The failure of any hardware, software program, application/s or any other computer systems (or any component thereof) of any third party on whom the Licensee relies (whether directly or indirectly) for the use of the software and/or on which netUP relies to provide the services.
If files are submitted by the licensee to netUP less than 1 (one) hour before the agreed cut-off time.
Confidentiality
The parties hereto possess confidential Information of a secret and confidential nature relating to their respective businesses, all the elements of which are regarded by them as valuable commercial assets; and each party (“the disclosing party”) is willing to disclose such confidential information to the other for the purposes of implementing and utilizing the software on the condition that the recipient of the confidential Information (“receiving party”) does not disclose it to any third party nor use it in any manner except as set out below or expressly agreed otherwise in writing, notwithstanding the termination of this agreement for any reason. For the purpose of this agreement, “Confidential Information” means:
Any methods by which the parties conduct their business;
Any know-how, data, documentation of the parties and commercial intelligence which the parties regard as confidential and secret;
Any of the methods or processes used by the parties for providing or marketing Products or services or for obtaining business or customers;
Any strategic or business or future product plans of the parties;
The names and address/contact details of any clients or prospective clients, including all their personal, financial and other relevant details and to the extent that the clients or prospective clients are or may be juristic entities, those of the representatives of such juristic entities;
Any other information whatsoever relating to the parties that may come to the knowledge of the other party as a result of or arising out of this agreement or any other arrangements that may result from the negotiations to be conducted between the parties.
The receiving party undertakes:
To treat as strictly confidential and not to divulge to any third party any of the confidential information disclosed by the other party and not to make use of any such Information for any purpose other than that identified in the above mentioned “Confidential Information” clause hereof without the disclosing party’s prior written consent.
To use the Confidential Information only for the purpose of the implementing and utilizing the Software.
To protect the Confidential Information using not less than the same standard of care that the receiving party applies to its own proprietary, secret or confidential information in such a manner as to prevent unauthorized disclosure.
To return to the disclosing party within seven days of written request thereof all Confidential Information disclosed under this agreement with a written statement that the receiving party has not knowingly retained any such Confidential Information under its control, directly or indirectly.
Not to disclose any of the Confidential Information to any division, section or affiliate within or without both respective company groups; and to ensure that their personnel and sub-contractors will at all times comply with and adhere to the terms of this agreement.
The parties agree that for a period of 7 (seven) years from the date of termination of this agreement, they shall each be relieved from all obligations under this agreement and that after such period has expired they will rely on such patents or other forms or intellectual property rights as they may then own for the protection of any information disclosed to each other pursuant to this agreement.
Cession and assignment
This agreement is personal to the Licensee and the Licensee shall not be entitled to cede, assign, make over, transfer or encumber any of its rights, title and interest hereto, or delegate any of its obligations hereunder without the prior written consent of netUP, which consent shall not unreasonably be withheld.
General
This agreement constitutes the sole record of the agreement between the parties in relation to the subject matter hereof. No party shall be bound by any express, tacit or implied term, representation, warranty, promise or the like not recorded herein. No addition to, variation, notation or agreed cancellation of any provision of this agreement.
No indulgence or extension of time which any party may grant to any other shall constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event and to the extent that the grantor has signed a written document expressly waiving or limiting such right.
Entire agreement
The agreement represents the entire agreement between netUP and the Licensee with respect to this license and all other agreements, proposals, purchase orders, representations and other understandings concerning this license are superseded in their entirety by this agreement.
NUMOTUS NUVIEW USAGE TERMS AND CONDITIONS
General
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notices for all agreements: “Client”, “You” refers to you, the person accessing this website and accepting the Company’s terms and conditions. The “company”, “Ourselves”, “We” and “Us” refers to our company, netUP Trading CC (Registration number 2008/163189/23 and registered address as 519 25th Avenue, Villeria, Pretoria, 0186). “Party’, “Parties” or “Us” refers to both the client and ourselves. Any use of the above terminology or other words in singular, plural, capitalisation and he/she or they, are taken as interchangeable and therefore referring to the same.
Privacy Statement
We are committed to protecting your privacy. Authorized employees within the company on a need to know basis only use any information collected from individual customers. We constantly review our systems and data to ensure the best possible service to our customers.
Confidentiality
Client records are regarded as confidential and will not be divulged to any third party, other than ourselves or if legally required to do so by the appropriate authorities. We will not sell, share or rent your personal information to any third party or use your email addresses for unsolicited mail.
Disclaimer, Exclusions and Limitations
The information on this web is provided on an “as in” basis. To the fullest extent permitted by law, this Company:
excludes all representations and warranties relating to this website and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in this website and/or the Company’s literature; and
excludes all liability for damages arising out of or in connection with your use of this website. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised this Company of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.
The above exclusions and limitations apply only to the extent permitted by law. None of your statutory rights as a consumer are affected.
Payment
Our Terms are payment in full within thirty days. The company must be paid via bank transfer to the details of the bank account on the invoice before the last day of that same month. Any late invoice payments may be subject to an interest penalty, calculated on a daily basis for the days that payment is late, at the going prime rate three percentage points. If there are continuous defaults on account payments, we hold the right to institute legal action and all legal costs will be for the account of the defaulting party. The monthly fee for the usage may increase annually by at least the average of the previous calendar year’s CPI.
Cancellation Policy
Minimum one (1) calendar months’ notice of cancellation is required. Notification for instance, in person, via email, mobile phone ‘text message’ and/or fax, or any other means will be accepted subject to confirmation in writing.
Termination of Agreement
Both the Client and we have the right to terminate any Services Agreement for any reason, including the ending of services that are already underway. No refunds shall be offered, where a Service is deemed to have begun and is, for all intents and purposes, underway. Any monies that have been paid in advance to us which constitute payment in respect of the provision of unused Services, shall be refunded.
Availability
Unless otherwise stated, the services featured on this website are only available within South Africa. All advertising is intended solely for the South African market. You are solely responsible for evaluating the fitness for a particular purpose of any downloads, programs and text available through this site. Redistribution or republication of any part of this site or its content is prohibited, including such by framing or other similar or any other means, without the express written consent of the Company. The Company does not warrant that the service from this site will be uninterrupted, timely or error free, although it is provided to our best ability. By using this service you thereby indemnify this Company, its employees, agents and affiliates against any loss or damage, in whatever manner, howsoever caused.
Copyright Notice
Copyright and other relevant intellectual property rights exists on all text relating to the Company’s services and the full content of this website.
Force Majeure
Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.
Waiver
Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement. No waiver of any of the provisions of this or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.
General Law
The laws of South Africa govern these terms and conditions. By accessing this website you consent to these terms and conditions and to the exclusive jurisdiction of the South African courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision.
Notifications of Change
The Company reserves the right to change these conditions from time to time as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these terms. If there are any changes to our privacy policy, we will announce that these changes have been made on our home page and on other key pages on our site. If there are any changes in how we use our site customers’ Personally Identifiable Information, notification by e-mail or postal mail will be made to those affected by this change. Any changes to our privacy policy will be posted on our web site 30 days prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis
NUMOTUS DIRECT LICENSE TERMS AND CONDITIONS
Grant of License
The license agreement sets out the terms on which netUP Trading CC (Registration number 2008/163189/23 and registered address as 519 25th Avenue, Villeria, Pretoria, 0186, referred to as the “Licensor”) grants a non-transferable, non-exclusive license for the use of the software specified in the terms and conditions contained herein.
The license is granted to the Licensee for use of the software on any computers, utilized towards the business of the Licensee.
Perpetual License means the perpetual use of the product in the Master Services Agreement with maintenance applicable from the effective date stipulated in the master Services Agreement. Thereafter continued maintenance shall be subject to payment of a renewal maintenance fee to netUP. No license will be deemed as perpetual unless the license fees are paid in full.
Copies
Licensee may make copies of the licensed program in executable code form as necessary for use by the Licensee for backup and archive purposes.
Proprietary Rights
Licensee recognises that netUP regards the licensed programs as proprietary information and as confidential trade secrets of great value. Licensee agrees not to provide or to otherwise make available in any form the licensed programs, or any portion thereof, to any other person than employees of the Licensee without the prior written consent of netUP. Licensee agrees to treat the licensed programs with at least the same degree of care with which the Licensee treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the licensed programs.
Delivery of software
netUP nuMotus Direct will be electronically delivered to a server/workstation hosted at the Licensee. The Licensor will do the installation of the core systems.
Maintenance Support
netUP will provide the Licensee the following support with respect to the perpetual license:
If during the first year of the perpetual license, the Licensee notifies netUP of a substantial program error respecting to the software, or netUP has reason to believe that an error exists in the software and notifies the Licensee, netUP shall at its expense verify and correct such an error within thirty working days after date of notification.
If during the first year of the perpetual license netUP upgrades or updates the software, the updates/upgrades will be made available to the Licensee free of charge and will be applied during a mutually agreed timeslot.
After the first year for a perpetual license, the support/updates/upgrades shall continue as long as the maintenance fees are paid in accordance with the agreement between netUP and the Licensee.
If no maintenance is paid all support and upgrades/updates will cease.
To reinstate maintenance after it lapsed, netUP will charge a maintenance reinstate fee that is equal to 10% of the annual maintenance fee.
Termination
In the case of termination of the perpetual license and/or maintenance of the software, the Licensee can continue use of the licensed programs, but no support will be provided. Reinstatement of the support can only be done via an entire new license agreement. netUP does not guarantee the performance of the software if the agreement is terminated.
Warranty Disclaimer
NETUP LICENSES, AND LICENSEE ACCEPTS, THE LICENSE PROGRAMS “AS IS”. NETUP PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAM, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR PARTICULAR PUPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH THE LICENSEE. NETUP DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET THE LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.
Patent and Copyright Indemnity
netUP will defend at its own expense any action brought against the Licensee to the extent it is based on a claim that the Licensee program used within the scope of the license granted hereunder infringe a patent, copyright or any proprietary right of a third party. In the event that the licensed program becomes, or in netUP’s opinion is likely to become, the subject of a claim of infringement of a patent, copyright or trade secret, netUP may at its option either secure the Licensees right to continue using the licensed programs, replace or modify the licensed programs to make them not infringing, or provide the Licensee with a refund of the license fee for the remainder of the agreed contract term. netUP shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of the licensed program in any form than the original, unmodified form provided to the Licensee or the use of a combination of the licensed programs with hardware, software or data where the used licensed programs alone and in their original, unmodified form would not constitute any infringement. The foregoing states the Licensee’s entire liability for infringement or claims of infringement of patents, copyrights or other intellectual right.
Limitation of liability
NETUP’S LIABILITY TO THE LICENCEE UNDER ANY PROVISION OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY THE LICENSEE TO NETUP. IN NO EVENT THAT NETUP BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHICH MAY ARISE FROM THE USE, OPERATION OR MODIFICATION OF THE PRODUCT.
Notices
All notices in connection with this license agreement shall be in writing and may be given by certified, registered mail or personally delivered at the address set forth on the front page. For purposes of this agreement, a notice shall be deemed effective upon personal delivery or after five days when delivered in a proper mail box.
Severability
In the event that any provision of this agreement is determined to be invalid or unenforceable, the remainder of the agreement shall remain in force as if such provision were not a part.
Exclusions
It is specifically recorded and agreed that netUP shall not be obliged to provide the following services, and same shall fall outside the scope of the services to be provided by the netUP in terms of this agreement:
Support of any software, accessories, attachment, hardware, machines, systems or any other devices not supplied by netUP to the Licensee.
Services which may be required due to any malfunction of whatsoever nature in the Licensee’s information technology system and/or the premises, including but not limited to power failure, switching off any component of the system in error, faulty wiring and the like.
Attending on faults or errors in the software which are caused by any unauthorized modification and/or amendment to the software, the utilization of the software or database outside of the user documentation and/or netUP’s written instructions from time to time.
Except for ensuring that the data received from the Licensee is not altered in any way, ensure that all data received from the Licensee and/or its Suppliers is accurate, and whilst all reasonable precautions will be taken by netUP to import such data correctly, netUP cannot be held liable for any data imported incorrectly.
netUP shall be relieved of its obligations to perform the services due to:
The licensee’s failure to perform, or default in performing its obligations in terms of this agreement.
Circumstances that constitute an event of force majeure.
All infrastructure and communication line faults.
Power failure interruption at the Licensee’s premises.
Failure or delay by the Licensee and/or representative to report incidents to the netUP help desk.
The Licensee making unauthorized changes to the software or any portion thereof.
The Licensee using the software on a system other than the recommended computer system.
The failure of any hardware, software program, application/s or any other computer systems (or any component thereof) of any third party on whom the Licensee relies (whether directly or indirectly) for the use of the software and/or on which netUP relies to provide the services.
If files are submitted by the licensee to netUP less than 1 (one) hour before the agreed cut-off time.
Confidentiality
The parties hereto possess confidential Information of a secret and confidential nature relating to their respective businesses, all the elements of which are regarded by them as valuable commercial assets; and each party (“the disclosing party”) is willing to disclose such confidential information to the other for the purposes of implementing and utilizing the software on the condition that the recipient of the confidential Information (“receiving party”) does not disclose it to any third party nor use it in any manner except as set out below or expressly agreed otherwise in writing, notwithstanding the termination of this agreement for any reason. For the purpose of this agreement, “Confidential Information” means:
Any methods by which the parties conduct their business;
Any know-how, data, documentation of the parties and commercial intelligence which the parties regard as confidential and secret;
Any of the methods or processes used by the parties for providing or marketing Products or services or for obtaining business or customers;
Any strategic or business or future product plans of the parties;
The names and address/contact details of any clients or prospective clients, including all their personal, financial and other relevant details and to the extent that the clients or prospective clients are or may be juristic entities, those of the representatives of such juristic entities;
Any other information whatsoever relating to the parties that may come to the knowledge of the other party as a result of or arising out of this agreement or any other arrangements that may result from the negotiations to be conducted between the parties.
The receiving party undertakes:
- To treat as strictly confidential and not to divulge to any third party any of the confidential information disclosed by the other party and not to make use of any such Information for any purpose other than that identified in the above mentioned “Confidential Information” clause hereof without the disclosing party’s prior written consent.
- To use the Confidential Information only for the purpose of the implementing and utilizing the Software.
- To protect the Confidential Information using not less than the same standard of care that the receiving party applies to its own proprietary, secret or confidential information in such a manner as to prevent unauthorized disclosure.
- To return to the disclosing party within seven days of written request thereof all Confidential Information disclosed under this agreement with a written statement that the receiving party has not knowingly retained any such Confidential Information under its control, directly or indirectly.
- Not to disclose any of the Confidential Information to any division, section or affiliate within or without both respective company groups; and to ensure that their personnel and sub-contractors will at all times comply with and adhere to the terms of this agreement.
- The parties agree that for a period of 7 (seven) years from the date of termination of this agreement, they shall each be relieved from all obligations under this agreement and that after such period has expired they will rely on such patents or other forms or intellectual property rights as they may then own for the protection of any information disclosed to each other pursuant to this agreement.
Cession and assignment
This agreement is personal to the Licensee and the Licensee shall not be entitled to cede, assign, make over, transfer or encumber any of its rights, title and interest hereto, or delegate any of its obligations hereunder without the prior written consent of netUP, which consent shall not unreasonably be withheld.
General
This agreement constitutes the sole record of the agreement between the parties in relation to the subject matter hereof. No party shall be bound by any express, tacit or implied term, representation, warranty, promise or the like not recorded herein. No addition to, variation, notation or agreed cancellation of any provision of this agreement.
No indulgence or extension of time which any party may grant to any other shall constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event and to the extent that the grantor has signed a written document expressly waiving or limiting such right.
Entire agreement
The agreement represents the entire agreement between netUP and the Licensee with respect to this license and all other agreements, proposals, purchase orders, representations and other understandings concerning this license are superseded in their entirety by this agreement.