Terms & Conditions
Matnet Technologies Pty
2.0 Basis of Contract
2.1 Unless otherwise agreed by Matnet Technologies Pty in writing, these Conditions apply exclusively to every contract for the sale of goods or the provision of services by Matnet Technologies Pty to the Customer and cannot be varied or supplanted by any other terms or conditions without the prior written consent of Matnet Technologies Pty.
2.2 Any written quotation provided by Matnet Technologies Pty to the Customer concerning the proposed supply of goods or services is valid for a period of seven (7) days and is an invitation only to the Customer to place an order based upon that quotation. These Conditions may be supplemented by additional terms set forth on a MatnetSolutions quotation.
3.0 Charges and Payment
3.1 Payment for goods and the call-out must be made on or prior to the completion of the provision of goodsor call-out(C.O.D – Cash on Delivery), unless the Customer has a monthly maintenance contract with Matnet Technologies Pty and payments therein must be paid before the last business day of the month.
3.2 All Matnet Technologies Pty visits are chargeable to a minimum of 1 hour, and are charged in units.
3.3 All goods supplied by Matnet Technologies Pty are charged separately from the services such as labour.
3.4 Where there is any change in the costs incurred by Matnet Technologies Pty in relation to the goods or services, Matnet Technologies Pty may vary its price for goods or services on order to take account of any such change, without giving notice to the Customer.
3.5 Call-out fees may be applied at rates dependent on the Customer's suburb outside the CBD.
4.0 Payment Default
4.1 If the Customer defaults in payment by the due date of any amount payable to Matnet Technologies Pty, then all money which is then due as well as all monies that are payable by the Customer to Matnet Technologies Pty at a later date on any account, shall be due and payable immediately without the requirement of any notice to the Customer, and Matnet Technologies Pty may, without prejudice to any other right or remedy available to it:-
(a) charge the Customer interest on any sum due at the rate of 2% above the corporate reference rate of Matnet Technologies Pty principal banker. This interest shall be calculated daily and compounded every 30 days for the period from the due date until the date of payment in full; and
(b) charge the Customer for all expenses and costs (including debt collection commission and fees, legal costs on a full indemnity basis) suffered or incurred by Matnet Technologies Pty resulting from the default and taking whatever action it deems appropriate to recover any amounts due (which, for the avoidance of doubt, shall include engaging a debt collection agency to seek to recover the amounts due); and
(c) cease or suspend for such period as Matnet Technologies Pty thinks fit, supply of any further goods or services to the Customer; and
(d) by notice in writing to the Customer, terminate any contract with the Customer so far as unperformed by Matnet Technologies Pty; without effect on the accrued rights of Matnet Technologies Pty under any contract.
4.2 Clause 4.1 may also be relied upon, at the option of Matnet Technologies Pty:
(a) where the Customer is an individual, he or she becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or
(b) where the Customer is a corporation, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.
5.0 Passing of Property
5.1 Until full payment in cleared funds is received by Matnet Technologies Pty for all goods supplied by it to the Customer, as well as all other amounts owing to Matnet Technologies Pty by the Customer:
(a) title and property in all goods remain vested in Matnet Technologies Pty and do not pass to the Customer;
(b) the Customer must hold the goods as fiduciary bailee and agent for Matnet Technologies Pty ;
(c) the Customer must keep the goods separate from its goods and maintain the labelling and packaging of the goods; the Customer is required to hold the proceeds of any sale of the goods on trust for Matnet Technologies Pty in a separate account however failure to do so will not affect the Customer's obligation to deal with the proceeds as trustee;
(d) Matnet Technologies Pty may without notice, enter any premises where it suspects the goods may be and remove them, notwithstanding that they may have been attached to other goods not the property of Matnet Technologies Pty, and for this purpose the Customer irrevocably licenses Matnet Technologies Pty to enter such premises and also indemnifies Matnet Technologies Pty from and against all costs, claims, demands or actions by any party arising from such action.
6.0 Risk and Insurance
7.0 Performance of contract
Any period or date for delivery of goods or provision of services stated by Matnet Technologies Pty is intended as an estimate only and is not a contractual commitment. Matnet Technologies Pty will use its reasonable endeavours to meet any estimated dates for delivery of the goods or completion of the services.
8.0 Matnet Technologies Pty – Warranties
8.1 If Matnet Technologies Pty is not able to diagnose the cause of any hardware or software problem, then no charge will apply to the Customer, however, should Matnet Technologies Pty diagnose a problem, labour fees will apply. Matnet Technologies Pty does not warrant that it will be able to fix all problems that it diagnoses.
8.2 All goods and services supplied shall be free from defects in materials and workmanship for a period of 2days from the date of delivery.
8.3 Nothing in this clause 8 is intended by the parties to be, and shall not be construed or interpreted to be, a representation, term, warranty or condition that the operation, use or functionality of any goods or products supplied by Matnet Technologies Pty (including any software) will be uninterrupted or error free. Customer understands and accepts that all such goods and products (and information technology and communications products generally), may have errors (or "bugs") and may encounter unexpected problems, and accordingly Customer may experience downtime and errors in the use of the goods and products. Without limiting the obligations set out in clause 9, Customer will put in place reasonable internal procedures and processes to enable it to minimise any inconvenience and any adverse impact of any such downtime or error.
9.0 Customer's Responsibilities
9.1 Customer shall be solely responsible for all data inputs, the manner of use of the goods by all those to whom it provides access and all outputs derived, and all other results of such processing.
9.2 Customer shall comply, at its own expense, with any recommendations and guidelines with respect to the use of the goods, including any adjustments or replacements required in respect of equipment and software that is incidental or collateral to the use of the goods.
9.3 Customer shall ensure that its operators are adequately trained and informed as to the use of the goods and shall comply with guidelines and procedures supplied by Matnet Technologies Pty and/or any third party manufacturer from time to time.
9.4 Customer shall promptly report errors or faults in the operation of any aspect of the goods or any provision of the services in accordance with applicable fault reporting procedures from time to time.
9.5 Customer agrees to exercise due care and carry out such precautions which may be recommended by Matnet Technologies Pty or otherwise required as a matter of prudence in connection with the performance by Matnet Technologies Pty of any of its obligations hereunder, for example, but without limiting the generality of the foregoing, advising its staff of system restarts or scheduled downtime, recording of error information, and will co-operate with other system administration activities such as, but not limited to, running diagnostic tests and operational readiness tasks.
10.1 To the full extent permitted by applicable law, all conditions, warranties, representations, indemnities and guarantees with respect to the goods and/or the services, or other goods or services that may be provided by Matnet Technologies Pty under these Conditions, that may otherwise be implied by statute, law, equity, trade custom, prior dealings between the Parties or otherwise (including, but not limited to, any implied warranty of merchantability, fitness for particular purpose, quiet enjoyment or non-infringement) are hereby expressly excluded.
10.2 Except to the extent specifically provided in these Conditions, Matnet Technologies Pty’s sole liability to Customer for any and all breaches of any term or terms of these Conditions, whether express or implied, shall be limited to:
10.2.1 subject to sub-clauses 10.2.2 and 10.2.3, the aggregate amount of the fees and charges paid by the Customer under these Conditions as at the date of the breach;
10.2.2 in relation to goods if supplied to Customer as a consumer:
(a) the replacement of the goods or the supply of equivalent goods; or
(b) payment of the cost of replacing the goods or acquiring equivalent goods; or
(c) the repair of the goods or payment of the cost of having the goods repaired; and
10.2.3 in relation to services if supplied to Customer as a consumer:
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again, as in each case Matnet Technologies Pty may elect.
10.3 In no event shall Matnet Technologies Pty be liable to Customer or to any third party under or in connection with these Conditions or in respect of the use of (or failure or performance of) the goods or the supply of the services for:
10.3.1 malfunctions or failures caused directly or indirectly by:
(a) any third party;
(b) actions of Matnet Technologies Pty that were expressly or impliedly authorised by Customer, or by Customer's employees or agents;
(c) accident, misuse or abuse by anyone other than Matnet Technologies Pty
(d) alteration or modification of the goods by anyone other than the Matnet Technologies Pty
(e) Customer's failure to provide a proper operating and working environment for the goods;
(f) damage during any movement, relocation or re-installation of the goods;
(g) power surge or failure,
(h) acts of God or acts outside Matnet Solution’s control;
(i) any other condition not arising under normal operating conditions; or
(j) normal wear and tear; or
10.3.2 any loss or damage of any nature arising or caused directly or indirectly by any breach of the Customer's obligations or responsibilities set out in these Conditions.
10.4 Any replacement of parts under warranty will be carried out at the premises nominated by Matnet Technologies Pty.
10.5 In no event will Matnet Technologies Pty be liable to Customer or to any third party under or in connection with these conditions or in respect of the use of (or failure or performance of) the goods or the supply of the services for:
10.5.1 any loss of profit, business interruption, loss of or damage to goodwill, and/or any expectation benefit;
10.5.2 Customer's liability to any third party; or
10.5.3 incidental, consequential, special, exemplary or punitive damages of any nature, howsoever arising or caused, including without limitation the breach of these Conditions or any expiration or termination of these Conditions, whether such liability is asserted on the basis of statute, contract, tort (including negligence or strict liability), equity or otherwise, even if Matnet Technologies Pty has been advised of the possibility of such loss or damage.
10.6 Matnet Technologies Pty will not be liable for any loss or damage suffered by the Customer where Matnet Technologies Pty has failed to meet any delivery date or cancels or suspends the supply of goods or services.
10.7 Nothing contained in these Conditions excludes, restricts or modifies any:
10.7.1 implied condition, warranty or other implied obligation in relation to these Conditions or the software and services where pursuant to applicable law to do so is unlawful or void; or
10.7.2 liability for fraud or deceit; or
10.7.3 liability for death or personal injury caused by the negligence of either Party.
11.0 Copyright in Software
11.1 Matnet Technologies Pty will not be responsible to the Customer or any third party for any breach of any software licence in respect of software provided to Matnet Technologies Pty by the Customer to be installed on a Customer's computer.
11.2 The Customer hereby warrants that it has a valid licence in respect of such software and shall indemnify Matnet Technologies Pty against any loss, damage, costs, harm or other expense whatsoever arising either directly or indirectly as a result of Matnet Technologies Pty installing software at the request of the Customer.
12.1 If, through circumstances beyond the control of Matnet Technologies Pty, Matnet Technologies Pty is unable to effect delivery or provision of goods or services, then Matnet Technologies Pty may cancel the Customer's order (even if it has already been accepted) by notice in writing to the Customer.
12.2 If the Customer gives less than 3 months written notice to Matnet Technologies Pty to cancel any request for services, then Matnet Technologies Pty may charge a further cancellation fee for future incurred costs andfor the loss and damage caused.
13.0 No representation or reliance
13.1 The Customer acknowledges that neither Matnet Technologies Pty nor any person acting on behalf of Matnet Technologies Pty has made any representation or other inducement to it to enter into these Conditions, except for representations or inducements expressly set out in these Conditions.
13.2 The Customer acknowledges and confirms that it does not enter into these Conditions in reliance on any representation or other inducement by or on behalf of Matnet Technologies Pty , except for representations or inducements expressly set out in these Conditions.
13.3 Without limiting the generality of clauses 13.1 and 13.2, Customer understands and hereby confirms that:
(a) its decision to enter into these Conditions was, and is, not based on any promise, representation, statement, warranty or undertaking made or given by Matnet Technologies Pty or any person on its behalf in relation to the capacity, uses or benefits that might or would be derived or obtained from the goods or services, except as expressly set out in clause 8, and
(b) Customer has relied on its own skill and judgement in deciding to purchase and acquire the goods and services.
14.0 Services such as Domains/Domain Hosting/ADSL
14.1 All Domains remain the property of Matnet Technologies.
14.2 Where domains and hosting is concerned, a New Year subscription will automatically be renewed at the anniversary of the said domain. A 3 month notice period is required for all domain/ADSL services.
15.0 Emergency Call Out/After Hours Rate
15.1 Should you require the services of Matnet Technologies Pty in an emergency or after hours. An after hour rate of 2 units per hour will be billable. Weekends and public holidays will be billed at 3 units per hour.
16.0 Entire Agreement
16.1 To the extent permitted by law, in relation to its subject matter, these Conditions:
16.2.1 embody and constitute the entire legal and contractual relationship of the Parties, including the entire terms set out in these conditions.
17.0 Governing law
17.1 This Agreement is governed by and must be construed according to the law applying in South Africa . The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of South Africa