LEGAL CENTRE
Schedule A
Support Services Terms
186 Digital provides support services to the customer for the supplied Software. The support services are intended to help the customer use the software successfully and deal with any problems that arise during normal operation. This schedule describes the support service provided by 186 Digital.
A.1. Support Service. We provide a remote email help desk service to designated customer staff. You must lodge all requests for support with our help desk and we will respond to you as soon possible.
A.2. Availability. Our normal support services will be available from 8:00am to 5:00pm from Monday to Thursday and 8:00am to 4:00pm on Fridays. We will not provide support services over weekends or South African Public Holidays, except in case of emergency. If you require urgent support services because of a major system outage outside of the normal support service hours, you must use the after-hours support contact details provided to you. Responses to emergency after hours requests are provided on a best effort basis.
A.3. Non-exclusive agreement. This order does not grant us any exclusive rights to do any additional business with you over and above the services outlines in this order. You may contract with other suppliers for the procurement of additional services. Nothing in this order prevents us from marketing, developing, using, or performing similar services for other customers.
A.4. Support channels. You may only submit support requests in writing using the support contacts and channels provided to you.
A.5. Designated customer personnel. Only your designated personnel may submit support requests and no other personnel, unless agreed between the parties in writing. Your designated personnel who may submit support inquiries must be provided to us in writing.
A.6. Our obligations. We will be responsible for the management and supervision of the performance of the services by our personnel.
A.7. Your obligations. You will provide the assistance and input as we may reasonably require, to enable us to provide the support services. Your internal staff will provide first level support to your own staff members and customers.
A.8. Research. You will, before logging a service request with us, thoroughly research any problem encountered and will make sure that all the details relating to the problem are available to disclose to our help desk.
A.9. Evaluation. Upon receipt of the service request, our help desk will evaluate the service request and communicate its appraisal to you.
A.10. Resolution. Once a service request has been resolved, our help desk will inform your support resource. Your support resource will within a reasonable period thereafter (having regard to when the problem would reasonably be detected by you again) inform us through our help desk whether the correction was satisfactory to you or not. If no notice is received, then the problem will be deemed to have been corrected to your satisfaction.
Schedule B
Training & Consulting Services Terms
Words and expressions when used with initial capital letters shall have the meanings set forth below in addition to the definitions in the Framework Agreement to which this Schedule is attached:
B.1. CONSULTANCY SERVICES
B.1.1. 186 Digital shall provide to Customer the consultancy services (the “Services”) as detailed in the corresponding Statement of Work, or any Purchase Order. The Services will be provided at such times and at the Sites as detailed in the Statement or Work or Purchase Order and as agreed by the parties in writing. 186 Digital is entitled to employ subcontractors to provide all or parts of the Services.
B.2. CHARGES, FEES & PAYMENT
B.2.1. 186 Digital is entitled to charge in addition to the Fees all reasonable expenses for travel, accommodations, and subsistence incurred by 186 Digital staff in the performance of their obligations hereunder at locations other than their local 186 Digital offices if approved by the Customer.
B.2.2. In the event that 186 Digital is ready to initiate and perform any of its assigned Services and is not able to do so because of actions or delays of Customer, then Customer shall be responsible for the payment to 186 Digital of: (i) the amounts specified in the applicable payment schedule on the dates when such amounts would otherwise have been due if 186 Digital had not been delayed or otherwise prevented from performing its obligations by Customer’s failure to timely perform; and (ii) 186 Digital‘s then current time and material rates for additional resources allocated to Customer and reasonable expenses incurred as a result of the delay.
B.3. WARRANTY OF SERVICES
B.3.1. 186 Digital shall use reasonable skill, care and diligence in the performance of the Services, and will comply with applicable safety standards at the Site where the Services are provided. 186 Digital makes no warranty whatsoever regarding any services performed by a third party.
B.3.2. 186 Digital shall ensure that sufficient personnel will be assigned to undertake the Services and that each of them shall possess such skill and experience as is necessary for the proper performance of their role under this Consultancy Agreement.
B.3.3. 186 Digital will not be responsible for any delay or postponement which in any way arises out of or in connection with any failure, default, delay in performance, or any act or omission of any nature whatsoever on the part of the Customer or any of its employees, agents or sub-contractors, or any other cause or circumstance beyond the reasonable control of 186 Digital, including, but not limited to, the Customer’s delay in relation to the delivery, configuration or implementation of hardware or software and/or any lack of Customer resources to meet its obligations under this Consultancy Agreement. The parties will work together in good faith to assess the likely impact of the delay or postponement upon the Services.
B.3.4. Remedy: 186 Digital‘s obligations and Customer’s sole rights and exclusive remedies for breach of the warranty given in this clause shall be the supplying of the Services again.
B.4. CUSTOMER’S OBLIGATIONS
B.4.1. Customer agrees to carry out its obligations hereunder and as further detailed in the Statement of Work or Purchase Order and be responsible for coordinating and making available such of its resources as are reasonably necessary to enable 186 Digital to carry out its obligations under this Consultancy Agreement and any applicable Purchase Order, in a timely manner.
B.4.2. The Customer shall afford 186 Digital such access to the Customer’s premises and/or infrastructure, software or online sites, as may be required for 186 Digital to perform the Services. If the Services are to be performed at the Customer’s premises the Customer will, unless agreed upon otherwise, make available, free of charge, such working space and facilities at the Customer’s premises as 186 Digital may reasonably require to perform the Services.
B.5. INTELLECTUAL PROPERTY AND OWNERSHIP
B.5.1. The copyright and other intellectual property rights originating in or deriving from the Services and Software created, prepared or supplied by 186 Digital in connection with this Consultancy Agreement or otherwise are and will at all times remain the property of 186 Digital (or its licensors) (“186 Digital Intellectual Property”). Nothing in this Consultancy Agreement shall be construed as an assignment or grant to Customer of any right, title or interest in or to the 186 Digital Intellectual Property.
B.5.2. No rights are granted to Customer hereunder to any trademarks, service marks, slogans, symbols or designs of 186 Digital(“186 Digital Marks”), and Customer agrees not to register or to use any term which contains or is confusingly or deceptively similar to the 186 Digital Marks.
B.5.3. 186 Digital acknowledges that all data provided by Customer to 186 Digital shall remain the sole and exclusive property of Customer.
Schedule C
Fees & Payment Terms
C.1.1. Fees. Customer agrees to pay 186 Digital for any and all Services in the amount, manner and at the times set out in the relevant Purchase Order or Statement of Work, and in accordance with this document.
C.1.2. Invoices. All sums and amounts, together with any agreed expenses shall become payable within 30 (thirty) days of date of invoice unless otherwise agreed between the parties (the “Due Date”).
C.1.3. Payment. All payments made or to be made under this Agreement shall be non-refundable and made in full, without any deduction, withholding, set-off or counterclaim on account of any taxes or otherwise.
C.1.4. No Payment. Should the Customer fail to make any payment when due under this Agreement, 186 Digital shall have the right, without limiting other remedies which might be available to it, by notice in writing forthwith to suspend all further Services until the default be made good.
C.1.5. Late Payment. In the event of late payment by the Customer, 186 Digital reserves the right to charge the Customer interest on any payment not made by the Due Date. Such interest would be calculated on a daily basis, both before and after any judgment, at the rate of 2% (two per cent) per annum above the rate charged by their company bankers from time to time, for the period from the Due Date until the date on which it is actually paid. It would be compounded quarterly and payable on demand. The Customer will reimburse 186 Digital for all reasonable costs incurred in the collection of past due amounts owed by the Customer.
C.1.6. Taxes. The fees set forth herein do not include any sales, use or other similar taxes, tariffs or duties, however designated, levied against the sale, licensing, delivery or use of the Software or Services. The Customer shall pay, or reimburse 186 Digital for all such taxes; provided, however, that the Customer shall not be liable for any taxes based on 186 Digital‘s net income.
C.1.7. Quotations.
C.1.7.2. All quotes for Turnitin products are valid for 14 days from the day of issue.
C.1.7.3. All quotes are subject to E&OE.
C.1.7.4. All prices are based on the current price list.
C.1.7.5. All prices for Turnitin products are quoted in United States Dollars.
C.1.7.6. A $50 Administration Fee will be added to invoices for Turnitin products.
