Terms & Conditions

Interpretation

Words importing the singular shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa.

Reference to a “person” include any natural person, firm, company, corporation, legal entity, government, state or agency of a state or any association, trust or partnership (whether or not having a separate legal personality) or two (2) or more of the foregoing.

Reference to clauses, paragraphs, schedules or annexes are, unless otherwise stated, references to clauses, paragraphs, schedules or annexes (as the case may be) of or to this Agreement.

The word “including” and its other grammatical forms shall not limit the general effect of the words which precede and shall be construed without any limitation.

“Control” means de facto control of a company and includes, but is not limited to:

  • a holding or aggregate holding of shares entitling the holder of those shares to exercise or cause to be exercised, directly or indirectly, 51% or more of the voting rights at meetings of the company; and/or
  • the right to appoint or determine, directly or indirectly, a majority (being more than 50%) of the board of directors and management of the company,

and “Controlled” shall have a corresponding meaning;

Any notice required to be given under this Agreement shall be deemed to be a notice in writing, and will include emails with corresponding confirmation of acceptance by the Parties.

Any reference to any legislative provision shall be deemed to include any statutory instrument by law, regulation, rule, subordinate or delegated legislation or order and rules and regulations which are made under it in each case as modified, consolidated or re-enacted.

Any reference to “month” “monthly” “year” and “yearly” and any other references in time shall be construed by reference to the Gregorian calendar.

Any reference to “day” or “daily” shall be construed as a reference to a calendar day.

The head notes to the clauses to this Agreement are inserted for references purposes only and shall not affect the interpretation of any of the provisions to which they relate.

When any number of days is prescribed in this Agreement same shall be reckoned exclusively of the first and inclusively of the last day. No provision herein shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured, drafted or introduced such provision.

  1. Service Provision
    1. All estimate quotations and prices are –
      1. provided as near as possible to the actual cost however, should there be any errors of whatsoever nature on the Website (which are not due to our gross negligence), RSE shall not be liable for any loss, claim or expense relating to a transaction based on any error;
      2. are subject to change due to possible changes in third party costs which inherently influence RSE’s operational costs. In the event such changes occur RSE undertakes to notify its customer of the details of such changes;
      3. are an estimation as to the final and running costs based on the information at hand;
      4. are quoted excluding Value Added Tax (“VAT”) and any other applicable taxes and duties;
      5. are subject to possible delivery charges that may not be expressly listed in the quote, of which such charges are dependent on stock location, delivery location and delivery time frame. The customer accepts that it is their responsibility to obtain these delivery charges in writing prior to delivery.
    2. Only written quotes shall be considered as “valid”. The validity period shall run for 14 (Fourteen) calendar days from the date on which the quote is generated. In the event that any quote omits the generation date, the date on which the document was first presented to the customer shall be considered as the date on which the quote was generated.
    3. All quotes are subject to RSE’s invoice and payment terms indicated on this website or in the estimate quote or proposal received by the customer. In the event that the said terms conflict, those terms contained on the quote/proposal shall govern. It is also accepted by the customer that all quotes may be subject to revision during and after major project cycles. The customer accepts that any additional costs to the original quote agreed upon verbally or in writing between RSE and the customer will be seen as valid and accepted on basis of the initial acceptance of the quote by the customer. Upon the customer’s request RSE will provide any such costs in writing.
    4. In the event customer desires to make any modifications to the original quote, the customer must provide a detailed change order in writing. This may be provided in the form of email, certified letter, or via technologies and/or tools provided by RSE.
    5. The customer accepts that it is their responsibility to ensure that all quoted items meet their requirements, prior to accepting the quotation. All prices listed on our website(s) and sent via email are subject to the terms and conditions contained herein.
    6. Our software may use third-party components and RSE will make reasonable efforts to procure, test and only use third party components that comply with required standards. The customer accepts risk of the use of such components. Under no circumstances shall RSE, its contracted providers, officers, agents, or anyone else involved in creating, producing, or distributing its services be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to force majeure, communication failure, theft, destruction or unauthorised access to customer’s records, programs or services. Customer hereby acknowledges that this paragraph shall apply to all content on said hosting service. The total liability for all damages, losses, and causes of action (whether in contract, including negligence, or otherwise) shall not exceed the development price . This limitation of liability shall apply even if the express warranties expressed herein above fail in their essential purpose.
    7. THE COSTUMER ACCEPTS THAT OUR SOFTWARE MAY CONTAIN THIRD PARTY ELEMENTS THAT ARE NOT PRODUCED BY RESOURCE DESIGN SOFTWARE ENGINEERING (“RSE”). IN AS FAR AS THIRD PARTY ELEMENTS ARE CONCERNED RSE PROVIDES ITS SOFTWARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
    8. IN NO EVENT SHALL RSE BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH DEFECTIVE SOFTWARE IN AS FAR AS THIRD PART ELEMENTS ARE CONCERNED WITH SUCH DEFECTS.
  2. Privacy Policy
    1. RSE respects your privacy and will take all reasonable measures to protect it.
    2. Should you decide to use RSE’s services, RSE may require you to provide it with personal information which includes but is not limited to –
      1. your name and surname;
      2. your email address;
      3. your physical address; and
      4. your mobile number;
    3. Should your personal information change, RSE requests that you inform and provide to RSE these changes as soon as reasonably possible in to enable for RSE to update your personal information.
    4. You may choose to provide additional personal information to RSE, in which event you agree to provide accurate and current information, and not to impersonate or misrepresent any person or entity or falsely state or otherwise misrepresent your affiliation with anyone or anything.
    5. Subject to clause 2.6 below, RSE will not, without your express consent:
      1. use your personal information for any purpose other than as set out below:
        1. in relation to the ordering, sale and delivery of RSE’s service;
        2. to contact you regarding current or new services or any other services offered by RSE or any of RSE’s divisions and/or partners (unless you have opted out from receiving marketing material from us);
        3. to inform you of new features, special offers offered by RSE or any of our divisions and/or partners (unless you have opted out from receiving marketing material from us); and
        4. to improve your experience on RSE’s Website by, inter alia, monitoring statistical non-personal browsing habits, and to transact with RSE; or
      2. disclose your personal information to any third party other than as set out below:
        1. to RSE employees and/or third party service providers who assist RSE providing its services;
        2. to RSE’s divisions and/or partners (including their employees and/or third party service providers) in order for them to interact directly with you via email or any other method for purposes of sending you marketing material regarding any current or new services, new features, special offers offered by them (unless you have opted out from receiving marketing material from us); and
        3. to RSE’s suppliers in order for them to liaise directly with you in the event of you submitting a warranty claim regarding any services you have purchased which requires their involvement.
    6. RSE is entitled to use or disclose your personal information if such use or disclosure is required in order to comply with any applicable law, order of court or legal process served on RSE, or to protect and defend RSE’s rights or property.
    7. RSE will ensure that all of its employees, third party service providers, divisions and partners (including their employees and third party service providers) having access to your personal information are bound by appropriate and legally binding confidentiality and non-use obligations (save as permitted herein) in relation to your personal information.
    8. RSE will –
      1. treat your personal information as strictly confidential;
      2. take appropriate technical and organisational measures to ensure that your personal information is kept secure and is protected against unauthorised or unlawful processing, accidental loss, destruction or damage, alteration, disclosure or access;
      3. provide you with access to your personal information to view and/or update personal details;
      4. promptly notify you if RSE become aware of any unauthorised use, disclosure or processing of your personal information;
      5. provide you with reasonable evidence of RSE’s compliance with its obligations under this policy on reasonable notice and request; 
      6. upon your request, promptly return or destroy any and all of your personal information in RSE’s possession or control; and
      7. not retain your personal information longer than the period for which it was originally needed, unless RSE is required by law to do so, or you consent to RSE retaining such information for a longer period.
    9. RSE undertakes never to sell or make your personal information available to any third party other than as provided for in this policy, unless it is compelled to do so by law. In particular, in the event of a fraudulent online payment, RSE reserves the right to disclose relevant personal information for criminal investigation purposes or in line with any other legal obligation for disclosure of the personal information which may be required of it.
    10. Whilst RSE will do all things reasonably necessary to protect your rights of privacy, we cannot guarantee or accept any liability whatsoever for unauthorised or unlawful disclosures of your personal information, whilst in its possession, made by third parties who are not subject to its control, unless such disclosure is as a result of its gross negligence.
    11. Should you disclose your personal information to a third party, such as an entity which operates a website linked to this Website or anyone other than RSE, RSE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, HOWSOEVER ARISING, SUFFERED BY YOU AS A RESULT OF THE DISCLOSURE OF SUCH INFORMATION TO THE THIRD PARTY. RSE cannot regulate or control how that third party uses your personal information.
    12. This Website makes use of “cookies” to automatically collect information and data through the standard operation of the Internet servers. “Cookies” are small text files a website can use (and which we may use) to recognise repeat users, facilitate the user’s on-going access to and use of a website and allow a website to track usage behaviour and compile aggregate data that will allow the website operator to improve the functionality of the website and its content. The type of information collected by cookies is not used to personally identify you. If you do not want information collected through the use of cookies, there is a simple procedure in most browsers that allows you to deny or accept the cookie feature. Please note that cookies may be necessary to provide you with certain features available on RSE’s Website, and thus if you disable the cookies on RSE’s browser you may not be able to use those features, and your access to RSE’s Website will therefore be limited. If you do accept a “cookie”, you thereby consent to RSE’s use of any personal information collected by RSE using that cookie subject to the provisions of this clause.
  3. Usage of this website
    You accept that by visiting RSE’s Website or send emails to RSE, you consent to receiving communications from RSE or any of RSE’s divisions or partners electronically in accordance with RSE’s privacy policy as set out in clause 2 above.
  4. Disclaimer
    1. The use of the Website is entirely at your own risk and you assume full responsibility for any risk or loss resulting from use of the Website or reliance on any information on the Website.
    2. Whilst RSE takes reasonable measures to ensure that the content of the Website is accurate and complete, RSE makes no representations or warranties, whether express or implied, as to the quality, timeliness, operation, integrity, availability or functionality of the Website or as to the accuracy, completeness or reliability of any information on the Website.
    3. In addition to the disclaimers contained elsewhere in these Terms and Conditions, RSE also makes no warranty or representation, whether express or implied, that the information or files available on the Website are free of viruses, spyware, malware, trojans, destructive materials or any other data or code which is able to corrupt, destroy, compromise, disrupt, disable, harm, jeopardise or otherwise impede in any manner the operation, stability, security functionality or content of your computer system, computer network, hardware or software in any way. You accept all risk associated with the existence of such viruses, destructive materials or any other data or code which is able to corrupt, compromise, jeopardise, disrupt, disable, harm or otherwise impede in any manner the operation or content of a computer system, computer network, any handset or mobile device, or your hardware or software, save where such risks arise due to the gross negligence or wilful misconduct of RSE, its employees, agents or authorised representatives. RSE thus disclaims all liability for any damage, loss or liability of any nature whatsoever arising out of or in in connection with your access to or use of the Website.
  5. Limitation of Liability
    1. RSE shall not be held liable for any inaccurate information published on the Website and/or any incorrect prices displayed on the Website, save where such liability arises from the gross negligence or wilful misconduct of RSE, its employees, agents or authorised representatives. RSE urges you to contact us to report any possible malfunctions or errors by way of email to info@resourcedesign.io or by contacting +27 11 083 5519.
    2. RSE shall not be liable for any direct, indirect, incidental, special or consequential loss or damages which might arise from your use of, or reliance upon, the website or the content contained in the website; or your inability to use the website, and/or unlawful activity on the website and/or any linked third party website.
  6. Governing Law and Jurisdiction
    1. Any dispute arising from or in connection to the Terms and Conditions and RSE’s relationship thereto shall be governed and interpreted in accordance with the laws of the Republic of South Africa. Your continued use of the Website will constitute your consent and submission to the jurisdiction of the South African courts regarding all proceedings, transactions, applications or the like instituted by either party against the other, arising from any of these Terms and Conditions.
    2. In the event of any dispute arising between you and RSE, you hereby consent to the non-exclusive jurisdiction of the High Court of the Republic of South Africa (Gauteng Division, Johannesburg) notwithstanding that the quantum in the action or proceedings may otherwise fall below the monetary jurisdiction of that court.
    3. Nothing in this clause or the Terms and Conditions shall limit your right to approach any court, tribunal or forum of competent jurisdiction in terms of the Consumer Protection Act No 68 of 2008.
  7. Notices
    1. RSE selects 69, 9th Street, Linden, Johannesburg, 2195 as its address for the service of all formal notices and legal processes in connection with these Terms and Conditions (“nominated address”). RSE may change this address from time to time by updating these Terms and Conditions. 
    2. Notices must be sent either by hand, prepaid registered post, telefax or email and must be in English. All notices sent –
      1. by hand will be deemed to have been received on the date of delivery;
      2. by prepaid registered post, will be deemed to have been received 10 days after the date of posting;
      3. by email will be deemed to have been on the date indicated in the “Read Receipt” notification. ALL EMAIL COMMUNICATIONS BETWEEN YOU AND RSE MUST MAKE USE OF THE “READ RECEIPT” FUNCTION to serve as proof that an email has been received.
  8. Dispute Resolution
    1. If a dispute of any nature arises between the Parties including in regard to the interpretation of, the effect of, the Parties respective rights or obligations hereunder, a breach of or the termination of this Agreement, then, upon written request of wither Party, the Parties will appoint a senior representative whose task it will be to meet for the purposes of resolving such dispute. Such representatives will discuss the matter in dispute and negotiate in good faith in an effort to resolve the dispute on an amicable terms within 14 (fourteen) days. No formal proceedings may be commenced until the designated representatives conclude in good faith that an amicable resolution of the matter is not likely to occur.
    2. Should the representatives of the Parties be unable to resolve a dispute in accordance with the aforegoing, such dispute will be submitted to and decided by a Court of competent jurisdiction or, upon Agreement between the parties, by arbitration in terms of this clause (Dispute Resolution) .
    3. The arbitrator shall be appointed by the Parties, failing which by the President of the Arbitration Foundation of Southern Africa [“AFSA”]. Should AFSA not be in existence at the time, the nomination shall be by the Chairman for the time being of the Johannesburg Bar Council.
    4. The arbitration shall be held at Sandton, South Africa.
    5. The arbitration shall be held in accordance with the Rules of AFSA, or if AFSA shall not be in existence, in accordance with the formalities and procedures settled by the arbitrator, which shall be in an informal and summary manner, that is, it shall not be necessary to observe or carry out either the usual formalities or procedure or the strict rules of evidence, and otherwise subject as aforesaid of The Arbitration Act, 1965 of the RSA and any statutory modification or re-enactment thereof.
    6. The arbitrator shall be entitled to –
      1. determine and settle the formalities and procedures which shall be in an informal and summary manner that is, it shall not be necessary to observe or carry out either the usual formalities or procedure or the strict rules of evidence;
      2. investigate or cause to be investigated any matter, fact or thing which the considers necessary or desirable in connection with any matter referred to him for decision;
      3. decide the matter submitted to him according to what he considers just and equitable in all the circumstances, having regard to the purpose of this Agreement; and
      4. make such award, including an award for specific performance, an interdict, damages or a penalty of the costs of arbitration or otherwise as he in his discretion may deem fit and appropriate.
    7. The arbitrator shall be held as soon as possible after it is demanded with a view to it being completed within 30 (thirty) days after it has been so demanded.
    8. This clause is severable from the rest of the Agreement and shall therefore remain in effect even if this Agreement is terminated.
    9. This clause (Dispute Resolution) shall not preclude any Party from obtaining interim relief on an urgent basis from a Court of competent jurisdiction pending the decision of the arbitrator.
    10. The Parties hereby consent to the non-exclusive jurisdiction of the competent Court of South Africa. The Republic of South Africa in respect of the proceedings in this clause (Dispute Resolution) where applicable and the above Court shall have jurisdiction to enforce any award made by an arbitrator under this clause (Dispute Resolution).The law governing this agreement shall be South African law, and the Court having jurisdiction to enforce any award made under this clause shall be the appropriate division of the High Court of South Africa, which has jurisdiction over the party against whom the award is being enforced.
  9. Information in respect of Resource Design Software Engineering
    1. In terms of the Electronic Communications and Transactions Act 25 of 2002, RSE’s information is as follows:
      1. Full Name: RSE Software Engineering Proprietary Limited (registration number 2015/420693/07), a company incorporated in accordance with the laws of the RSA;
      2. Main form of business: Software Development;
      3. Physical Address and Postal Address 69 9th Street Linden 2195;
      4. Authorised Personnel: Thomas Davies; Darryn Ah Yui; Gianluigi Deriu and Timothy Joseph;
      5. Contact Number: +2711 083 5519
      6. Email Address: info@resourcedesign.io
  10. Termination for Cause
    1. Subject to the Dispute Resolution clause, this agreement may be terminated for cause in whole or in part by either Party in the following circumstances:
      1. by either Party with immediate effect from service onto the other of written notice if the other Party is in breach of any material obligation under this agreement and, if the breach is capable of remedy, that Party has failed to remedy such breach within [ 7 days] of receipt of notice so to do;
      2. by either Party with immediate effect from the date of service on the other of written notice if the other commits an act of insolvency in terms of Section 8 of the Insolvency Act, 24 of 1936, or is unable to pay its debts as set out in Section 345 of the Companies Act, or is sequestrated or liquidated, as the case may be;
      3. by either Party with immediate effect from the date of service on the other of written notice if the other enters into or attempts to enter into any general compromise or arrangement with its creditors;
      4. by either Party with immediate effect from the date of service on the other party of written notice if the other party ceases or threatens to cease to carry on business in South Africa;
      5. by RSE with immediate effect from the date of service on the customer of written notice from the customer if there is a change of Control of the Service Provider to which the Customer reasonably objects.
    2. If this agreement is terminated by the Customer in terms of the provisions of this clause such termination shall be at no loss or cost to RSE. The customer hereby indemnifies RSE against any such losses or costs which RSE may suffer as a result of any such termination for cause. The customer hereby agrees to forfeit their deposit in its entirety or a portion thereof in light of reasonable costs incurred by RSE for services rendered in favour of the Customer.
    3. If either Party terminates part only of the Services then the price for the Services shall be adjusted to reflect the cost of the continuing Services.
  11. Consequences of Termination
    1. On termination of this agreement RSE shall procure that:
      1. all Documentation; and
      2. all data and other material belonging to the customer (and all media of any nature containing information and data belonging to the customer), shall be delivered to the customer and RSE’s Chief Executive Officer shall ensure full compliance with this clause.
  12. General
    1. RSE reserves the right to update these terms and conditions at any time without notice. The Customer accepts that it is their responsibility to ensure that it/they have familiarised itself/themselves with such changes.
      1. Changes in terms of this clause will be effective upon the change being displayed on this terms and conditions page. Should this website be used after changes in terms of this clause are effected then the customer’s usage of RSE’s website and services will be governed by the terms and conditions as set out.