1. Scope and Applicability

These terms and conditions govern the sale, licensing, and maintenance of computer software, and related services by Zynchronise (Pty) Ltd ("Service Provider"). These terms are divided into three parts: Sales, Support and Maintenance, and General. The General Terms apply to all contracts, while the remaining terms apply depending on the services provided by the Service Provider.

Part 1 – Provision of Services

2. Contract Formation

2.1. The Service Provider will supply services based on The Customer completing the digital onboarding on the Service Provider’s website and making successful payment online as completion of said onboarding, subject to these terms. Completion of onboarding and payment constitutes acceptance of these terms.

3. Accuracy of Orders

3.1.  The Customer is responsible for ensuring the accuracy of any order submitted.

4. Software Licensing

4.1. All software is provided subject to the terms of the applicable software provider’s license agreement.

4.2. The Customer must comply with all licensing terms and agreements associated with third-party software.

4.3. If any software is developed by the Service Provider, The Customer is granted a non-exclusive, non-transferable license for its use.

4.4. The Customer may not sublicense, modify, distribute, reverse-engineer, or resell the software without express prior written consent from the Service Provider.

5. Delivery

5.1. Delivery will be made in a digital format as access to the relevant Software Application.

5.2. The Service Provider is not responsible for delays caused by third-party hosting services, internet connectivity issues, or force majeure events.

6. Risk and Ownership

6.1. Risk transfers to The Customer upon successful payment. Ownership never transfers to the Customer.

Part 2 – Support and Maintenance Services

7. Service Provider Responsibilities

7.1. The Service Provider will provide maintenance as per the agreed Scope of Service.

7.2. The Service Provider will use reasonable efforts to respond to valid service requests within the response times outlined in the Scope of Service.

7.3. Remote diagnostic support will be provided where applicable.

8. Customer Responsibilities

8.1. The Customer shall maintain software and related configurations as required and follow the Service Provider’s instructions.

9. Service Limitations

9.1. Support is limited to software covered under the agreement.

9.2. The Service Provider will not be responsible for failures caused by third-party products or unauthorized modifications.

9.3. Support services do not cover issues caused by Customer negligence, misuse, or operation outside recommended system requirements.

Part 3 – General Provisions

10. Payment Terms

10.1. Payments must be made as per the agreed schedule. Late payments may result in service suspension.

10.2. The Service Provider reserves the right to charge interest on overdue invoices.

11. Liability

11.1. The Service Provider’s liability is limited to direct losses up to the contract value.

11.2. The Service Provider is not responsible for consequential or incidental damages.

12. Termination

12.1. Either party may terminate the agreement with written notice if the other party breaches a material term and fails to remedy it within 30 days.

13. Data Protection

13.1. Both parties agree to comply with South African data protection laws, including the Protection of Personal Information Act (POPIA).

13.2. The Customer consents to data processing necessary for service provision.

13.3. Should maybe contain something about liability for security breaches: The Service Provider will implement reasonable data security provisions, in accordance with applicable data protection legislation, but is not liable for security breaches caused by external cyber-attacks or third-party providers.

14. Confidentiality

14.1. Both parties agree to maintain the confidentiality of proprietary information.

15. Governing Law and Dispute Resolution

15.1. These terms shall be governed by the laws of South Africa.

15.2. Any disputes shall be resolved in the courts of the Republic of South Africa.

16. Amendments

16.1. These terms may only be modified in writing with mutual consent.