Terms and Conditions
Terms and Conditions
The following terms and conditions are for RestTech CC trading as Restrive, a full-suite digital and software development agency that renders the following services: Software development, Application development, Digital marketing services, Website design, Website maintenance, Hosting, Sales and IT support and consulting services (herein referred to as “the Services”).
The Services provided to the Client are subject to the following terms and conditions:
Bookings and payment
- After the booking/request is received, the Client will be provided with a draft quotation. The draft quotation is valid for 7 (seven) days and is subject to a material price increase, increases in terms of the law, and any additional work required by the Client.
- All charges are exclusive of VAT, insurance, delivery and transportation costs, and the Client shall be charged accordingly.
- By accepting the draft quotation/booking, the Client accepts these terms and conditions.
- It is not necessary for the Client to sign acceptance of these terms and conditions for them to apply. If the Client accepts the draft quote, the Client will be deemed to have satisfied themselves as to the terms applying and have fully accepted these terms and conditions.
- The Client will receive a tax invoice from Restrive. Full payment of the tax invoice is due and payable with immediate effect on receipt of the tax invoice.
- Payment will be made through electronic fund transfer or pre-set-up debit order. The client shall be liable for payment of any bank charges incurred due to cash or cheque payments.
- It is the responsibility of the Client to confirm Restrive’s bank account details by way of a bank letter and verbal communication. Any payments will only be deemed received once the funds have been cleared in Restrive’s official bank account.
- Restrive will attend to the Client’s premises for the agreed period by the Client, prior to or at the commencement of the appointment. Restrive will endeavour to diagnose and or remedy the problem(s) described by the Client at the commencement of the appointment. If the problems have not been remedied by the end of the first hour of Restrive’s attendance, Restrive will discuss the available options with the Client. The Client may ask Restrive to continue working on the problem(s) or make another appointment. The Client may terminate the appointment at any time. On termination, the Client will pay Restrive the amount incurred in respect of additional time, if any, beyond the first hour’s attendance with immediate effect together with the original tax invoice. If payment is to be made using a pre-set-up debit order, the Restrive technician must be supplied with a printed copy of the completed transfer. In the event of a default or non-payment.
- Restrive will charge a fee of 2% of the outstanding amount per month. The fee will be charged from the date that payment becomes overdue to and including the date payment is made in full
- The Client has no right to withhold payment or make set-offs or deductions from any payment due by the Client for any reason whatsoever. No extension of payment of any nature will be granted unless reduced to writing and signed by the Client and a duly authorized representative of The Client agrees that a certificate provided by Restrive at any given time shall be sufficient prima facie (at first sight) proof of the facts therein stated or the amount stated therein for the purposes of all legal proceedings against the Client for the recovery of any outstanding amount.
Restrive’s normal working hours are Monday to Friday, 08:00 to 17:00. In some cases, subject to previous arrangements being made, the Services will be provided outside of the normal working hours. These will include Saturday and/or Sunday and the latest working time of 21:00. An overtime fee will be charged for these additional working hours. Weeknights and Saturdays will be charged at double the normal hourly rate (applies to travel reimbursement as well). Sundays will be charged at two and a half times the normal hourly rate (applies to travel reimbursement as well).
Duration of Agreement
The Client’s monthly service is fixed for a period of 12 months by default unless otherwise agreed to in writing. This service will automatically renew unless prior written cancellation notice is provided two calendar months in advance.
Restrive accepts no responsibility for any courier service providers recommended by the Client as these are to be used as a guideline. The onus lies on the Client for sign-up and management of their chosen service provider. Should any losses be incurred, this will be at the sole risk of the Client and Restrive will not be liable for any losses.
Appointments and rates
Restrive will attend to the Client’s premises at the prearranged time. The Client will pay for all services provided, at the rates in the most recent Agreement with the Client or charged as per Restrive’s latest prices.
Any labour and travel carried out by any Restrive employee/representative will automatically be billed at the standard rate in hourly segments if excluded by any existing agreement or if no quotation was requested.
Projects will only commence once the deposit as per Restrive’s draft quotation has been paid in full and cleared in Restrive’s bank account. The deposit will be 50% of the total invoice unless otherwise specified. Once the deposit is received, Restrive will compile a detailed Scope with timelines and payment milestones. Final payment in full is required before “Go Live” or the release of code. All content/scope must be supplied in writing via our detailed scope/brief/web design brief (“the Brief”). Projects can only commence once the Brief has been received. Restrive will only communicate with the appointed representative of the company as per the Brief for the duration of the project. No instructions will be taken from any other company representative. The person who completes the Brief will be the company representative unless otherwise stipulated. Any scope, content, images, etc. the Client still requires not supplied in the Brief/Scope will be billed at an additional cost at the standard hourly rate. Photographic image files must be supplied in a high-quality digital format. Each phase of the Development/Automation/Web Design process allows for three working days approvals from the Client. If no response has been received after three working days, this will be seen as an automatic acceptance of the Development/Automation/Design and any missing information required will be billed at an additional cost to the Client. Restrive’s normal hourly rate will apply. Any project delays caused by the Client will be billed at 10% of the project fee for each week of delay. Any requests that need to be actioned after Restrive’s working hours will be billed at double the hourly rate.
eCommerce Web design package
Three example products are included. Any additional products will be an additional cost to the Client and will be quoted accordingly. The eCommerce Web package consists of the following pages: Home, About, Products, and Contact. Additional pages will be billed at the standard hourly rate.
Go/Standard design package
One draft design will be provided with no revisions. Should the Client require any revisions, this will be an additional cost to the Client and will be quoted accordingly.
Pro design package
Three draft designs will be provided. Should the Client require any further revisions, this will be an additional cost to the Client and will be quoted accordingly.
Social media platforms will be managed by Restrive only. All upcoming events should be communicated a minimum of 14 days prior to the event. No content to be loaded by the Client. The Client can access their social media accounts at all times.
Social media content creation
Content will be created in one-month batches and sent to the Client for approval 14 days prior to the next month. Approvals should be made within three working days, or content will be scheduled as is.
Should the Client require graphics/flyers for specific events, this needs to be communicated 14 days prior to the event. The normal Restrive hourly rate will apply.
Restrive will endeavour to help the Client obtain their online advertising goals by providing the Client with advice, information, and technical services in relation to search engine advertising/marketing. Restrive does not guarantee any particular rate of return or performance of any online advertising on Google Ads advertising, including but not limited to any particular search results page/s or rankings. Restrive cannot be held responsible for commercial outcomes which are associated with the internet marketing or management of the Client’s Google Ads advertising account for the Client’s business and/or websites.
Restrive provides an internet marketing service at a competitive price. Restrive does not insure or underwrite the Client’s chosen business model. The Client acknowledges that internet services are inherently subject to technical failures and disruptions from time to time.
Ownership, risk, and liability
- All risk and loss in and to all goods (services rendered relating to goods) sold by Restrive to the Client shall pass to the Client on delivery or collection thereof.
- Ownership in all goods (services rendered relating to goods) sold and delivered or collected shall remain vested in Restrive until the full purchase price as reflected on the quotation/invoice has been paid.
- In the event of any services or goods which may contain a risk and Restrive informed the Client of such risk, Restrive shall only effect commencement of the Services upon receipt of a written and signed instruction from the Client that acknowledges that the Client was informed of the risk and will not hold Restrive liable in the event of any damages or loss due to commencement of services to the goods which contains such risk. It is the responsibility of the Client to determine that the services or goods ordered are suitable for the purposes of intended use.
- Restrive shall not be liable to the Client for any loss, damage, or expense of any nature, whether direct, special, indirect, or consequential, including but not limited to loss or profits arising out of Restrive’s performance or the Client’s use of the goods or services rendered.
- The Client indemnifies and holds Restrive (including its employees, representatives, subcontractors, agents, or subsidiaries) harmless against all claims of whatsoever nature that may be brought or threatened against Restrive by the Client or any third party arising from or in connection with any defect, latent or otherwise in any goods supplied and/or services rendered by Restrive including but not limited to any intellectual property rights claims or disputes brought against Restrive in connection with rendering the Services to the Client or supplying any goods to the Client under these terms and conditions.
- Under no circumstances will Restrive be liable for any consequential damages or for any delictual liability of any nature.
- Restrive accepts no liability in respect of any problem(s) it is not able to remedy due to any matter beyond its control, including but not limited to the age, specification, or condition of the Client’s hardware and/or software as well as the Client’s failure to provide appropriate software disks, drivers, product serial numbers or any fault with the Client’s internet service provider.
- The Client hereby confirms that a full backup of the Client’s hard drive has been made prior to Restrive commencing the Services. The Client further confirms that there is no legal restriction or impediment to Restrive providing the Services to the Client.
- Restrive will take no responsibility for any security loss or corruption of data or any disruption of service unless these services are explicitly paid for, all accounts are up-to-date, and all other terms have been met.
- Restrive will not take any responsibility for missing emails.
- Restrive shall under no circumstances be liable, either in contract or otherwise, for any damage or injury caused to the Client, its employees, agents, or any third parties. Including, without limitation, any direct and or indirect or consequential damages, expenses, costs, profits, lost savings, earnings, interruption to business activity, lost or corrupted data, or other liability arising out of or related to the Services provided by Restrive or out of installation, de-installation, use of, or inability to use the Client’s computer equipment, hardware, software or peripherals. The Client will, upon demand, indemnify Restrive with respect to loss, damage, or injury arising from the provision of the Services. Restrive has no liability to the Client for data loss or damage incurred in any circumstances whatsoever.
- Restrive may make recommendations to the Client, or the Client may request that a product be provided by Restrive in order for Restrive to perform the Services. All expressed or implied warranties, descriptions, representatives, and conditions as to the quality or compatibility in respect of the Services, any item of software, hardware, or peripheral provided by Restrive, are expressly excluded. Restrive has no liability as to the suitability of the performance of the Services nor of any product manufactured, sold, or supplied by a third party, whether or not that product has been recommended to the Client by Restrive. Any hardware, software, or equipment provided to the Client by Restrive shall remain the property of Restrive until full payment is received. Restrive is a distributor only. Products sold by Restrive are not manufactured by Restrive. The products may, however, be covered by each manufacturer’s warranty service and support policy (if present). Restrive assigns and passes through to the Client any warranty of the manufacturer, and the Client acknowledges that it shall have recourse only under such warranties and only against the manufacturer of the products unless the Consumer Protection Act is applicable. Restrive makes no representation or express warranty with respect to the products except those stated in this document. Restrive disclaims all other warranties, express or implied, as to any such products, including and without limitation, the implied warranties of merchantability and fitness for a particular purpose, and any implied warranties arising from statute, trade usage, course of dealing, or course of performance unless the Consumer Protection Act is applicable. All items sold through Restrive are sold “as is” or “with all faults” unless the Consumer Protection Act is applicable. The entire risk as to the quality and performance of these items is with the Client. Should any of these items prove defective, not function, or function improperly in any way following their purchase, the Client, and not the manufacturer, distributor, or Restrive, assumes the entire cost of all necessary servicing or repair. Should the products be covered under warranty, the warranty period begins on the date that the products were ordered from Restrive and not from the date of delivery. This also relates to the warranty period of old stock. The Client confirms that the specifications and features of the goods are correct. A handling fee of 10% in respect of any return process will be charged for any goods accepted by the Client and then requiring it to be returned based on any expenses incurred by Restrive.
Delivery or collection
- Restrive does not guarantee that the Services will be rendered or goods will be supplied on any particular date and time, and the Client shall have no claim against Restrive in respect of any loss occasioned by any reasonable delay in delivery of any goods ordered or services rendered.
- The Client may not any order by reason of such reasonable delay unless the Consumer Protection Act is applicable.
- The services or goods will only be handed over/delivered to the Client once the final payment reflects in Restrive’s bank account.
Cancellation and Termination
- The Client (if the client is a Consumer and a natural person) may cancel the agreement by way of 20 (twenty) business days’ written notice to Restrive. Restrive is entitled to impose a reasonable cancellation penalty for cancellation received in terms of this clause, and the Client remains liable for any amounts still owed to Restrive up to the date of cancellation.
- In all other cases, either Party shall be entitled to terminate this Agreement by giving the other party 2 (two) calendar months’ written notice of their intention to terminate this Agreement.
- Restrive is entitled to impose a reasonable cancellation penalty for cancellation received in terms of this clause, and the Client remains liable for any amounts still owed to Restrive up to the date of cancellation.
- Nothing in this Agreement prevents the parties to cancel this Agreement by mutual agreement between the Parties, subject thereto that it shall be reduced in writing and signed by both Parties.
- The acceptance of any refund or returns are at Restrive’s sole discretion and subject to payment of services already completed.
- Restrive must be notified of any appointment cancellations by no later than 4 (four) business hours prior to the appointment. Restrive reserves the right to invoice the Client when cancellation occurs less than 4 (four) business hours prior to the appointment.
- If the Restrive technician offers a solution the Client does not wish to use, the Client will be charged for the time spent on site up to that point.
- If the Restrive technician is prevented from resolving a problem because the Client does not possess the appropriate software disks, drivers, or product serial numbers, the Client will be charged for the time spent up to that point.
- If the Restrive technician diagnoses a fault with a Client’s internet service provider, even when the internet service provider denies any fault, the Client will be charged the standard rates for the time spent on site up to that point.
- In the event either Party (“the Defaulting Party”):
- allows judgment that has been taken against it to remain unpaid, or takes no steps to rescind or appeal the judgment for more than 7 (seven) days; or
- is sequestrated or liquidated, or performs an act of insolvency in terms of the Insolvency Act 24 of 1936; or
- enters into a compromise with any of its creditors; or
- has been placed, or application has been made to be placed under business rescue proceeding in terms of the Companies Act, 71 of 2008;
- being a natural person, dies, or being a juristic person undergoes a material restructure; then the other Party (“the Aggrieved Party”) may without affecting any of its other rights proceed with the termination in writing of the Agreement with immediate effect, and the Defaulting Party will return, at its costs, to the Aggrieved Party within 7 (seven) days of receipt of such written termination all documentation and/or property in its possession belonging to the Aggrieved Party and both Parties will make payment of any amount due and owing to the other Party within 7 (seven) days of receipt of such written termination arising out of the Agreement, without prejudice to any rights which either Party may have in terms hereof and at law.
- Restrive reserves the right to refuse the provision of any services for any reason including, but not limited to, the presence of unlicensed or illegal software and or material of an obscene or pornographic nature on a Client’s computer. If for such reason, Restrive terminates the Services, the Client shall be liable for any charges incurred concerning the time spent on site by the Restrive technician.
- All account details, codes, and passwords will only be provided upon settlement of the account.
- In the event of any dissatisfaction with the Services provided by Restrive, the Client should immediately contact Restrive on 010 013 0089 or firstname.lastname@example.org. Restrive will make an appointment for a return visit by the designated technician. The technician will endeavour to rectify the problem. If the cause of dissatisfaction was due to a matter beyond the control of Restrive, the Client shall pay for the additional time and travel incurred at Restrive’s normal rates. If the problem arose directly as a result of Restrive’s previous attendance, no further charge shall be made.
Fair use policy:
In terms of Restrive’s unlimited remote and telephonic support contracts
Although Restrive is able to provide unlimited remote and telephonic support for each user at the Client, there is a fair use limit of 3 separate tickets per device, per calendar month for unrelated incidents. For example, if Restrive needs to repair the same computer for an ongoing problem or a particular repair is expected to take a long time, the support is unlimited (subject to all other conditions), but should a single computer suffer varied unrelated problems, the support is limited to three single tickets within a month. This is because numerous unrelated problems on a device are symptomatic of hardware failure and Restrive will make a recommendation to replace or repair subject to warranty terms.
Restrive’s technicians are experienced in removing and dealing with viruses, malware, and spyware, but given their very nature (and the varying causes of infection), Restrive is unable to provide any extended warranty for on-site or off-site support. Restrive’s technicians will typically perform all the necessary tests to diagnose and remove any infections as best as possible, causing as little disruption to the Client, the Client’s computer, and applications as possible but, given that the repair options vary from “do nothing” to “wipe the computer”, the varying repairs can have equally varying results. Additionally, in some instances, virus and malware programs are designed to cause as much havoc when removed as when in place, meaning the removal can often leave a computer in a more fragile state than when infected. In these instances, Restrive will continue to provide any support as required but cannot be held responsible for damages caused as a result of any attempted repairs. The Client should ensure they have a working, reliable backup of all their data and important information before requesting any support, resulting in potentially ‘aggressive’ repair solutions.
The following exclusions are not counted as unlimited and will be quoted and invoiced separately:
- Training sessions (planned, groups or anything that requires more than 10 minutes dedicated instruction in total);
- New hardware or third-party software installations (if a new server, workstation, software rollout, or IT system is required, a pre-approved quote will be required before any work is carried out);
- Repeat faults as a direct result of end-users ignoring recommendations provided by Restrive;
- Faults with third-party software that Restrive is not able or authorized to work with;
- General misuse by the Client of the system, hardware, or software; and/or
- Any projects which fall outside of normal maintenance and support. Each such project will be quoted and approved by the Client separately.
- In the event either Party fails to comply with any terms and conditions, then the Party who has been aggrieved shall give written notice to the other Party calling on it to remedy any breach of the Agreement. If the other Party fails to remedy the breach within 20 (twenty) business days of receipt of the notice, then the Aggrieved Party may elect to cancel the Agreement or to demand specific performance, without prejudice to its rights to claim damages and any other rights it may have in the law.
- The Client shall be liable to Restrive for all legal expenses on the attorney-and-client scale incurred by Restrive in the event of (a) any default by the Client or (b) any litigation regarding the validity and enforceability of the Agreement. The Client shall also be liable for any tracing, collection fees, or valuation fees incurred as well as for any costs or security that Restrive demands to enforce the Agreement.
- Should payment of the final amount not be paid on the release of the goods or services, the Client agrees that interest in the amount of 2% per month may be charged until payment of the total outstanding amount in full.
- The Aggrieved Party’s attorney or debt collector (as the case may be) shall on receiving a payment from the Infringing Party, have the right to allocate such payment firstly towards disbursements incurred by the attorney or debt collector, secondly towards fees to which the attorney or debt collector is legally entitled, thirdly towards interest due to the Aggrieved Party and finally towards the capital amount due to the Aggrieved Party.
Protection of Personal Information (POPIA)
- In order for Restrive to perform its obligations under this Agreement, the Client may need to disclose to Restrive certain of the Client’s or third parties’ Personal Information (as defined in the Protection of Personal Information Act, No. 4 of 2013 (“POPIA”), as amended).
- In processing the Personal Information, Restrive is required to develop processes, implement measures and controls compliant with POPIA.
- Restrive agrees that it shall not process the Personal Information whether for its account or for any reason or purpose whatsoever unless such is being done in compliance with POPIA
- Restrive warrants that it has in place appropriate security measures, both technical and organizational, against the unlawful or unauthorized processing of information.
- This clause shall survive the termination of the Agreement.
- During the term of the agreement and for a period of 12 months after its termination, the Client agrees not to directly or indirectly solicit or hire any employee or contractor of Restrive without Restrive’s prior written consent. This clause also prohibits the Client from inducing any Company employee or contractor to terminate their employment or contract with the Client. The Client acknowledges that Restrive invests significant time and resources in recruiting and training its employees and contractors, and soliciting or hiring such individuals would cause irreparable harm to the Company’s business.
- The parties agree that a breach of the Non-Solicitation Clause will result in irreparable harm to the Company that cannot be adequately compensated by monetary damages. Accordingly, Restrive shall be entitled to seek injunctive relief and any other available equitable remedies in addition to any other remedies available at law or in equity.
- The Client agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by Restrive in enforcing this provision.
- The terms and conditions supersede any terms and conditions received prior to the order received.
- Restrive will maintain the confidentiality of the Client’s files and/or data as required in terms of the law. Restrive further undertakes not to provide the Client’s information to any third party, save in the event that it is lawfully required to do so.
- The Client agrees to these terms and conditions between the Client and Restrive and that no alterations or additions to these terms and conditions may be effected unless agreed to by both Parties, reduced to writing and signed by the Client and a duly authorized representative of Restrive.
- No extension of time, relaxation, or indulgence granted by any Party to another shall be deemed to be a waiver or tacit amendment of that Party’s rights in terms hereof, nor shall any such relaxation or indulgence be deemed to be a novation or waiver of the terms and conditions.
- Each provision of these terms and conditions is severable from the other provisions. Should any provision be found to be invalid or unenforceable for any reason, the remaining provisions of these terms and conditions shall nevertheless remain binding and continue with full force and effect.
- Any order is subject to cancellation without penalty or liability by Restrive due to force majeure from any cause beyond the control of Restrive, including (without restricting this clause to these instances): inability to secure labour, power (load shedding), materials, or supplies, or by reason of an act of God, war, civil disturbance, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought, lockdown, national or international pandemic, government action or legislation. Restrive will provide the Client with reasonable written notification in this event.
- The Client hereby consents that the Parties shall have the right to institute any legal action in the Magistrate’s Courts. The Client agrees that Restrive may approach the High Court in the event that the matter is out of the jurisdiction of the Magistrates’ Courts. These South African courts shall have exclusive jurisdiction in any litigation between the Parties arising from whatsoever source.
- The Client may not delegate, assign, or subcontract any of the activities included in these terms and conditions or instructions without the written consent of the authorized representative of Restrive.
- These terms and conditions are subject to the laws of South Africa.
- The signatory/ies is/are hereby bound as surety/ies for and co-principle debtor/s in solidum with the Client for the due fulfilment and performance by the Client of all its obligations in terms of or arising out of any agreement, including any extension, renewal or amendment thereof, that is entered into between the Parties on the strength of these terms and conditions and shall remain in force until all such obligations have been discharged in full.
I/We, hereby confirm that I/we have read and understood the contents of this document.
11 Rembrandt Street
Petervale, Sandton, 2191