These Terms of Service (the “Terms”) govern your access to and use of iSiTech (Pty) Ltd (hereinafter referred to as “iSiTech”) Product(s), Software, and Service(s) via our website and software applications, including any other products sold by iSiTech.
This is a legal agreement between you and iSiTech, therefore please read the terms carefully before using any of our Product(s) and/or Service(s).
1.1. “Account” means the accounts Customer/User creates, via the Hosted Software or with iSiTech, to access Product(s), Service(s).
1.2. “Mobile Application” means software applications for smartphones and tablets distributed by iSiTech through major application vendors, such as Apple App Store or Google Play.
1.3. “Authorized User” means Customer’s/User’s employees and/or contractors whom Customer/User authorizes to use the iSiTech Product(s) and/or Service(s) strictly on its behalf.
1.4. “Customer/User” means the company or legal entity for which you are accepting this agreement.
1.5. “Customer/User Data” means data captured by Customer’s/User’s use of the Hardware, data entered by Customer into iSiTech’s Products and Hosted Software, and the analysis, reports, and alerts generated by the Products containing such data.
1.6. “Documentation” means any Product training, technical services, or documentation made available to Customer/User through the iSiTech website or otherwise made available to Customer/User by iSiTech.
1.7. “Extended Warranty Service Plan” shall be defined as an extended support service provided to the Customer and made available upon paying the minimum prescribed fee within 60 days of the purchase of iSiTech’s Product(s).
1.8. “Firmware” means software embedded in or otherwise running on the Hardware.
1.9. “Hardware” means the iSiTech hardware devices such as gateways, sensors, cameras and accessories that Customer/User has purchased or has otherwise received for a free trial or on promotion.
1.10. “Hosted Software” means the application, iSiTech’s web-based software platform, Firmware, and the Hello Software, and any improvements, modifications, patches, updates, and upgrades thereto that iSiTech develops or provides in connection with this Agreement, and Support Services.
1.11. “Personal Data” Shall refer to any information relating to an identified or identifiable natural person where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.
1.12. “Products” means the Hardware and Services.
1.13. “Services” means the iSiTech Software and Support Services.
1.14. “Subscription Period” means the period of time for which iSiTech has committed to provide and you have committed to pay for Services.
1.15. “Support Services” means the customer support services.
1.16. “Terms” means the terms contained in this Agreement, including all attachments and exhibits.
1.17. “We,” “Us” or “Our” means iSiTech (Pty) Ltd, a private company incorporated and registered according to the laws of the Republic of South Africa. Under registration number 2019/164908/07;
1.18. “You” or “Your” refers to the customer and any user of the Product(s) and/or Service(s) that acquires the Services through the customer’s account.
2. AGREEMENT TO TERMS
2.1. By accepting this Agreement, either by accessing or using iSiTech’s Product(s) and/or Service(s), or by executing an Order Form that references this Agreement, you agree to be bound by this Agreement. If you don’t agree to these Terms, do not use the Product(s) and/or Service(s). If you are accessing and using the Product(s) and/or Service(s) on behalf of a company (such as your employer) or other legal entity which is our Customer, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. References to “you” and “your” in these Terms herein shall refer to that company or other legal entity, our Customer.
2.2. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use any of the Products or Services provided by iSiTech.
2.3. If you are accessing and using our Product(s) and/or Service(s) on behalf of a company (such as your employer) or other legal entity which is our Customer, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms.
2.4. You may not use our products for any illegal or unauthorised purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
2.5. You must not transmit any viruses or any code of a destructive nature.
2.6. A breach or violation of any of the Terms will result in an immediate termination of your Services.
3. GENERAL CONDITIONS
3.1. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service and/or Product, use of the Service and/or Product, or access to the Service and/or Product or any contact on the website through which the service is provided, without express written permission by us.
3.2. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
4. USE OF THE SERVICE
4.1. Subject to timely payment of all charges on the Customer/User’s account, iSiTech grants you the right to use the Services. iSiTech reserves all rights not otherwise expressly granted herein.
4.2. You shall be responsible for maintaining the security of each device, your account, passwords and files, and are responsible for all uses of Services (and all associated fees), with or without your knowledge or consent and whether or not authorized by you.
4.3. Unless otherwise specifically allowed by iSiTech, in writing, you will not, directly or indirectly use the Services or any provided software for timesharing or otherwise for the benefit of a third party.
4.4. You are solely responsible for all use of the Services occurring as a part of your account, whether or not authorised by you or done with your knowledge. You are furthermore responsible for all data, information or other content uploaded on to the software as part of your account.
4.5. You acknowledge that, except as expressly stated, iSiTech retains all rights in its trademarks, service marks, software, technology and other items of intellectual property.
4.6. In the event iSiTech conducts an investigation of Service outages, security problems, or a suspected security breach of iSiTech, you agree that you will provide a reasonable level of cooperation to help facilitate iSiTech’s investigation, to the extent warranted by the facts of the situation.
5. AMENDMENTS TO TERMS OR SERVICES
5.1. iSiTech reserves the right to amend or update the Terms of this Agreement at any time, in our sole discretion. If we do so, we will inform you either by posting the amended Terms within the Services or through other communications with you, our Customer/User.
5.2. It’s important that you review the Terms whenever we amend them because if you continue to use our Product and/or Services after we have posted amended Terms on the Services, you are indicating to us that you agree to be bound by the amended Terms. If you don’t agree to be bound by the amended Terms, then you may not continue to use the Services.
5.3. iSiTech shall not be liable to you or any third party should iSiTech exercise its right to revise these Terms of Service or modify or discontinue the Service.
5.4. Any new features that extend or enhance the Product and/or Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any of these changes shall constitute your consent to these changes. If you do not agree with any such amended Terms of Service, you shall notify iSiTech during the 30 day period after such amended terms have been posted and at the end of such 30 day period these Terms of Service shall be deemed terminated unless iSiTech agrees to waive such amended terms to which you object.
6. ACCOUNT, FEES AND PAYMENT
6.1. The Subscription Period shall be monthly, which shall start and end on the first and last days of the month, respectively. At the end of each Subscription Period, if your Account is current, the Account will renew automatically for an additional one-month term.
6.2. Account fees will be billed monthly. Account fees are inclusive of Value-Added Taxes, and are noncancelable and non-refundable.
6.3. iSiTech may introduce new features and functionalities, which may be made available to you at an additional cost.
6.4. iSiTech shall issue invoices from time to time for the Services performed and you, as the Customer/User, shall be responsible to pay all fees and payments as set forth in the invoices or as agreed upon between you and iSiTech. Payments will be due within 30 days after invoice date, free of deduction or set off.
7. PROPRIETARY RIGHTS
7.1. Subject to the terms and conditions specified in this Agreement, iSiTech grants you a non-sublicensable, non-exclusive, non-transferable license to use and access the Hosted Software in accordance with the Documentation, until the license term expires or the earlier termination of this Agreement.
7.2. The Support Services are included as part of the license grant and contingent upon a valid license. The Firmware license for each item of Hardware that the Customer purchases is contingent upon Customer purchasing and maintaining a valid license to the Hosted Software.
7.3. You may not do the following without iSiTech’s express prior written consent:
7.3.1. resell, white label, or reproduce the Hosted Software or any individual element within any of iSiTech’s Software, iSiTech’s or any of the product’s name, any iSiTech trademark, logo or other proprietary information, or the layout and design of any part of the Hosted Software;
7.3.2. access, tamper with, or use non-public areas of the Hosted Software;
7.3.3. attempt to probe, scan or test the vulnerability of any iSiTech systems or network, or breach any security or authentication;
7.3.4. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by iSiTech or any of iSiTech’s providers or any other third party (including another user) to protect the Hosted Software;
7.3.5. transfer, copy, modify, sublicense, lease, lend, rent or otherwise distribute the Firmware to any third party;
7.3.6. unless permitted under applicable law, disassemble, decompile or reverse engineer the Hosted Software, in whole or in part, or permit or authorize a third party to do so;
7.3.7. hack into, disable, disrupt, or access without authorization any part of the Services, or attempt any of the foregoing;
7.3.8. attempt to decipher, decompile, disassemble or reverse engineer any aspect of the Hosted Software; or
7.3.9. violate any applicable law or regulation.
7.4. iSiTech has the right to investigate violations of these Terms or conduct that affects the Hosted Software. iSiTech may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
7.5. The Firmware is licensed, not sold. Customer owns the Hardware on which the Firmware is recorded, but iSiTech retains ownership of the copy of the Firmware itself, including all intellectual property rights therein. The Firmware is protected under the South African intellectual property law and international treaties. iSiTech reserves all rights in the Firmware not expressly granted to Customer in these Terms. Customer acknowledges and agrees that portions of the Firmware, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of iSiTech.
8. TERMINATION AND SUSPENSION OF AGREEMENT
8.1. Violation of any of the Terms herein will result in the termination of your account or the Service. Upon termination of your account, you will no longer be able to use the Service and any of your information on the Service may be removed by iSiTech.
8.2. Notwithstanding the above, we may terminate your access to and use of the Services, at our sole discretion, at any time upon notice to you. However, if we terminate your access to the Services at our convenience and not due to your breach of the Terms described herein, then we will provide you with a refund.
8.3. Either party may terminate the Agreement if the other party becomes insolvent or is unable to pay its debts or enters into or files for bankruptcy within forty-five (45) days of being filed.
8.4. Upon termination of this Agreement and your account, your right to use the Services shall immediately terminate.
9. CUSTOMER DATA RETENTION AND WARRANTY
9.1. Customer owns all data generated from the Hosted Software. iSiTech will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. iSiTech will not share Customer Data without Customer consent, except when the release of data is compelled by law.
9.2. iSiTech may collect and use analytics, statistics or other data related to the Customer Data and Customer’s use of the Hosted Software in order to provide the Software to Customer; and/or monitor, analyse, develop upon, maintain, and improve the Software.
9.3. You represent and warrant that you will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorisations and/or agreements from any employee or third party that are necessary for iSiTech to collect, use, and share Customer Data in accordance with these Terms. You furthermore warrant that no Customer Data infringes upon or violates any other party’s intellectual property rights, privacy, publicity or other proprietary rights.
9.4. You agree to indemnify iSiTech against any liabilities, damages, demands, losses, claims, costs, fees (including legal fees), and expenses in connection with any third-party legal proceeding to the extent arising from or any act or omission of the customer in relation to customer instructions or the customer’s breach of this provision.
10. THIRD PARTY TOOLS
10.1. We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
10.2. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
10.3. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
10.4. We may also, in the future, offer new Service(s), Product(s) and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
11. PERSONAL INFORMATION
11.2. iSiTech undertakes to process and maintain personal information of the Customer only in accordance with the conditions of lawful processing as set out in terms of the Protection of Personal Information Act, No 4 of 2013; and any other applicable legislation governing the processing of personal information.
12. ERRORS, INACCURACIES AND OMISSIONS
12.1. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
13. PROHIBITED USES OF OUR PRODUCT AND/OR SERVICE
13.1. You are prohibited from using our Product(s) and/or Service(s): (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international or local regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service; (h) to collect or track the personal information of others beyond what is agreed with your employees or Users; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; or (j) for any obscene or immoral purpose. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
14. DATA OWNERSHIP
14.1. You will own the information created or stored by you. Unless specifically permitted by you, your use of the Services does not grant iSiTech the license to use, reproduce, adapt, modify, publish or distribute the information created by you or stored in your user account for iSiTech’s commercial, marketing or any similar purpose.
14.2. You represent and warrant that you will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorisations and/or agreements from any employee or third party that are necessary for the Hosted Software to collect, use, and share Customer/User Data in accordance with these Terms and applicable laws of the Republic of South Africa.
14.3. You represent and warrant that no Customer/User Data infringes upon or violates any other party’s intellectual property rights, privacy, publicity or other proprietary rights.
15.1. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be.
16. INDEMNITY AND LIMITATION OF LIABILITY
16.1. To the extent permitted by applicable law, you will indemnify, hold harmless and defend iSiTech, at your expense, from any and all third-party claims, actions, proceedings, and suits brought against iSiTech or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys’ fees and other litigation expenses) incurred by iSiTech or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your use of the Service and/or Software, (iii) your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by you concerning any aspect of the Service and/or the Software; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to your use of the Service and/or Software; (vi) violations of your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Service or the Software.
16.2. To the extent permitted by applicable law, neither iSiTech or any other party involved in creating, producing or delivering the services and/or product will be liable for any incidental, special, punitive, exemplary or consequential damages, including loss of profits, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services arising out of or in connection with these terms or from the use of or inability to use the products, whether based on warranty, contract, delict (including negligence), product liability or any other legal theory, and whether or not the other party has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
16.3. iSiTech will provide you with written notice of any claim, suit or action from which you must indemnify iSiTech. You will cooperate as fully as reasonably required in the defense of any claim. iSiTech reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
17.1. The Service(s) and Product(s) are provided “as is,” without warranty of any kind. To the fullest extent permitted by applicable law, except as expressly provided for in this agreement, iSiTech makes no other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use and noninfringement.
17.2. iSiTech makes no warranty that the Services and/or Products will meet Customer’s requirements or be available on an uninterrupted, secure, or error-free basis. iSiTech makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any analytics or Customer/User Data.
17.3. The implied warranty provided under the applicable law extends only to the Customer and is not assignable or transferable to any subsequent purchaser or user.
17.4. To the extent iSiTech may not, as a matter of applicable law, disclaim certain implied warranties, the duration of any such implied warranty shall be limited to the minimum time period permitted under such law.
17.5. Should you wish to extend your warranty, such requests may be made at a prescribed fee described under our Extended Warranty Service plans. iSiTech’s Extended Warranty Service Plan must be purchased within 60 days of the purchase of iSiTech’s Product(s).
18. EXCHANGE OF PRODUCTS
18.1. A return merchandise authorization (hereinafter referred to as “RMA”) for refund must be requested from our customer service team within 7 days of your purchase date. To request an RMA, contact us at email@example.com along with proof of purchase. Customers must specify clearly whether a refund or replacement is requested. Returned product(s) must be in good physical condition (not physically broken or damaged in any way). All accessories originally included with your purchase must be included with your return. The RMA number must be included along with your returned product. Refunds will only be issued by iSiTech for products purchased directly from iSiTech and not from third party sources. If you have purchased from a third-party source, refer their refunds policy for further action.
19. FORCE MAJEURE
19.1. iSiTech is not liable or responsible, nor shall be deemed to have defaulted under or breached this Agreement, for any failure to perform or delay in performing its obligations under this Agreement due to an event of force majeure. An event of force majeure is any event or circumstance beyond iSiTech’s reasonable control, such as war, hostilities, act of God, earthquake, flood, fire, or other natural disaster, strike or labour conditions, material shortage, epidemic, disease, government action, or failure of utilities, transportation facilities, or communication or electronic systems.
20.1. If any particular provision and/or term of these Terms of Service is found to be defective or unenforceable or is cancelled for any reason (whether by any competent Court or otherwise), then the remaining provisions and/or terms shall continue to be of full force and effect. Each provision and/or term of this Agreement shall accordingly be construed as entirely separate and separately enforceable in the widest sense from the other provisions and/or terms hereof.
21. WHOLE AGREEMENT
21.1. The terms set out herein constitutes the entire agreement between the parties regarding the subject matter hereof. No agreements, guarantees or representations, whether verbal or in writing, have been concluded, issued or made, upon which any party is relying in concluding this Agreement, save to the extent set out herein.
21.2. The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
21.3. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
22.1. Any claim or controversy arising out of or relating to the terms shall be settled by a binding arbitration in accordance with the Arbitration Act of the Republic of South Africa. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Johannesburg and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, iSiTech may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
23. GOVERNING LAW
23.1. These Terms of Services, and any action related thereto, are governed by and construed in accordance with the laws of South Africa and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.
24.1. Your rights and obligations under the Terms of Service are not assignable or transferable and cannot be sublicensed to another party by you except with iSiTech’s prior written consent. iSiTech may transfer, assign or subcontract any of its rights and obligations under the Terms of Service without consent.
24.2. No agency, partnership, joint venture, or employment is created as a result of your use of iSiTech. You do not have authority to bind iSiTech in any respect.
24.3. We reserve the right, at our sole discretion, to update, modify or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
25. CONTACT INFORMATION
25.1. If you have any questions about these Terms or the Services, please contact iSiTech at firstname.lastname@example.org.
Last Updated: April 2021