ITRAT Pty Ltd– END USER LICENCE TERMS
“Goods” means any goods and/or services provided by the Company as ordered by the Client
“Company” means ITRAT Pty Ltd,
“Client” means the person, firm or company placing an order with the Company/Placing an order could also refer to requesting services
“ITRAT Pty Ltd” means MedInfoS, FinInfoS and RelInfoS incorporated.
These terms and conditions apply to any provision of services or materials by the Company to the Client.
3) FORMATION OF CONTRACT
Every service rendered by the Company is rendered on the subject to the Company’s standard terms and conditions (as detailed below) which form part of the Client’s contract with the Company. Terms and conditions on the Client’s order form or other similar document shall not be binding on the Company.
The prices, quantities and delivery time stated in any quotation are not binding on the Company. They are commercial estimates only which the Company will make reasonable efforts to achieve.
The Company will use its best endeavours to supply the services or materials within the quoted time (normally within a maximum of seven days from order or otherwise as agreed) but time will not be of the essence within the contract.
6 ) COPYRIGHT
The Client acknowledges that the rights to the Goods are owned by the Company and that the Goods are protected by international treaty provisions and all other applicable national laws.
7) RISK OF LOSS
The risk of loss or damage to the Goods shall pass to the Client upon delivery of the Goods.
8.1 New clients or other clients out of terms may be expected to pay in advance for their services.
8.2 All other invoices issued by the Company shall be paid by the Client within thirty (30) days of the date of invoice unless otherwise agreed in writing by the Company. In the event of late payment, the Company may charge interest on the amount outstanding, the accounting department may determine reasonable interest; failure to settle outstanding fees for more than 60 days may result in service suspended till full payment is made.
8.3 If any amount of an invoice is disputed then the Client shall inform the Company of the grounds for such dispute within seven days of delivery of the goods and shall pay to the Company the value of the invoice less the disputed amount in accordance with these payment terms. Once settlement of the dispute has been agreed, any sum then outstanding shall also be payable in accordance with these payment terms.
8.4 The Company reserves the right to increase a quoted fee in the event that the client requests a variation to the work agreed.
Clients may only cancel service by giving a 30 day notice to the company; this notice may be given in writing. The company may not be held responsible for any loss of data that may incur 30 days after the cancellation.
10.1 The majority of services as supplied by the company are despatched electronically by email and shall be deemed as having been delivered when the email has been opened by the client.
10.2 The Company reserves the right to substitute conventional delivery methods without notice or penalty should electronic despatch prove inconvenient; in which case delivery by the Company will be deemed to have taken place when the materials are handed to the custody of the Client at his premises or to a deputed messenger or courier when posted. The Company will be entitled to charge the Client for any expenses of delivery other than normal postage charges.
All written notices to be served on or given to the client shall be sent or delivered to the client’s principle place of business and shall be treated as having been given upon receipt.
12) LOSS OR DAMAGE TO SUPPLIES
The Company will take all reasonable steps to ensure the protection from loss, damage or destruction of the services or materials it supplies to the Client (or which may be received from the Client).
13) USAGE OF THE SERVICES OR MATERIALS
Unless otherwise agreed in writing by the Company, the Client (and their clients) shall be entitled to use the services and materials provided as follows: .
13.1 All files of Consumer and Business data records are for use by our clients as long as they remain registered/subscribed.
13.2 The Client shall bear responsibility for ensuring that all usage of information contained within any service as provided by ITRAT Pty Ltd and its subsidiaries is in accordance with, and does not contravene, any Data Protection or other laws, regulations or other trade customs and practices. The Company bears no liability for any omissions or faults in these respects.
Both parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the other’s business which comes into that party’s possession and shall not use such information and material without written permission by the other party. This provision shall not, however, apply to information or material which is, or becomes, public knowledge by means other than by breach by a party to this clause.
15) EMPLOYMENT OF PERSONNEL
Subject to the prior written consent of the Company the Client shall not induce to employ, whether as an employee, agent, partner or consultant, any employee of the Company to conduct any work or render any services on behalf of the Company at any given time of the day, week or month. Such act may result in the Client's contract being terminated and services disconitnued.
16) LIMITATION OF LIABILITY
16.1 The Company shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Goods nor for any special, indirect, economic or consequential loss or damage howsoever arising or howsoever caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning or use of the Goods. Any liability of the Company shall in any event be limited to the licence fees paid by the Client in the year in which the event of default arises.
16.2 Nothing herein shall limit either party’s liability for death or personal injury arising from the proven negligence by itself or its employees or agents.
16.3 The Client shall fully indemnify the Company against any liability to third parties arising out of the Client’s use of the Goods.
17) FORCE MAJEURE
The Company will not be liable to the Client for any loss or damage suffered by the Client as a direct result of the Company, its sub-contractors or the list-owner from whom the sample or other service or material is derived being unable to perform the Contract in the way agreed by reason of cause beyond its control including Act of God, accident, war, riot, lockout, strike, flood, fire, power failure, breakdown of plant or machinery, delay in transit, postal delay, or any other unexpected or exceptional cause or circumstance.
18) GOVERNING LAW
These Terms of Trading shall be subject to and construed in accordance with the laws of South Africa and the parties hereby submit to the exclusive jurisdiction of those courts.