Concluded between the client and WebSolve IT CC, a close corporation registered in South Africa in terms of the Closed Corporations Act 69 of 1984 (herein after the “Service Provider”) in which the Service Provider operates Websolve.co.za (herein after “the Site”) and delivers a service for the development of websites (herein after “the Service”).

1   DEFINITIONS

In this Terms and Conditions Agreement the following words have the following meanings unless the context requires otherwise:

“data” means electronic representations of information in any form;

“electronic communication” means a communication by means of data messages;

“effective date” means the commencement date of the Terms and Conditions Agreement which is the date on which the client completes the first payment and accepts the provisions of the Terms and Conditions Agreement;

“information system services” includes the provision of connections, the operation of facilities for information systems, the provision of access to information systems, the transmission or routing of data messages between or among points specified by a user and the processing and storage of data, at the individual request of the recipient of the service;

“Terms and Conditions Agreement” means the agreement between the client and the Service Provider, incorporating the provisions contained herein by agreement, in which the Service Provider undertakes to supply services to the client as contained herein and in which the client agrees to perform in accordance with the provisions of the agreement, as amended from time to time in accordance with the provisions contained herein;

“client, subscriber, you, your, yourself” means any natural person who registers for the services offered by the Service Provider or any other user of the service provider’s services who accepts the provisions of this Terms and Conditions Agreement and whose application for Membership of the Service is accepted by the Service Provider.

“service” means the services offered by the Service Provider;

“Service Provider, we, us, our” means the Service Provider and includes but is not limited to the person responsible for the management and control of this Service, who electronically requests, collects, collates, processes or stores personal information from or in respect of a client.

2   APPLICATION

These terms and conditions (herein after “provisions”) apply to all and any use of the Site, the purchase of any products or services and all and any postings, emails, messages and other communications made to or using the Site.

3    EFFECTIVE DATE

Once the client accepts the provisions contained in the Terms and Conditions Agreement and the online payment procedure has been completed all of the provisions contained in the Terms and Conditions Agreement becomes effective immediately and is applicable to all such Members.  The client has accordingly entered into a legally binding contract for the provision of this Service.

4    INTERPRETATION

4.1    In this Terms and Conditions Agreement, unless expressly stated otherwise, or where the context indicates otherwise, words in the singular also means the plural and the other way around, words in the masculine also mean the feminine and the neuter.

4.2    The clause headings in this Terms and Conditions Agreement have been inserted for convenience only and are not to be taken into consideration in its interpretation.

5    ELIGIBILITY

5.1    A person must be eighteen (18) years or over to register as a client of the Service or use the Site. By using the Site, you represent and warrant that you have the right, authority and capacity to enter into an agreement and to abide by these provisions.

5.2    Your registration for use of the Service is personal to you and/or your company and you cannot transfer or sub-license the right to use the Service without the prior written permission of the Service Provider. You may not assign or otherwise transfer your account to any other person or entity.

6    SUBSCRIPTION FEES AND PERIOD

6.1    The price list forms part of the Terms and Conditions Agreement between the client and the Service Provider.

6.2    The Service Provider reserves the right to change the subscription fees for the Service at any time, however the Service Provider will give the client 1 months notice, before amending the subscription fees. A client will receive an email requesting whether the client accepts the change of subscription fee.  Should the client accept the amended subscription amount, the changes will become affective upon deduction of the following subscription fee.  Should the client choose not to accept the amended subscription fee, this will constitute a ground for the cancellation of the Terms and Conditions Agreement and the Service Provider reserves the right to cancel the Terms and Conditions Agreement upon the Service Provider’s receipt of the Members decline.  Should the client not respond to the notice of change of the Subscription Fee, the Service Provider will deem that the client has accepted the changes in the Subscription Fees.

6.3    The value of any special offer or promotion will be deducted from the cost of Membership for the first payment only and any future automatic payments will be performed at the standard rate.

7    TERM AND TERMINATION

7.1    All provisions of this Terms and Conditions Agreement will remain in full force and effect while you are a client of the Service.

7.2    If you wish to cancel your subscription you can do so at any time. This can be done by sending us an email at admin@websolve.co.za. The Service Provider will cancel your subscription within seven (7) days of your request and your  subscription will cease at the end of your subscription period.

7.3    The Service Provider may immediately terminate your Membership and your access to the Service because you have breached any of the provisions contained in the Terms and Conditions Agreement.  The Service Provider will send a notice of termination at the email address you provide in your application for Membership or such other email address as you may later provide to us.  Should the Service Provider terminate your Membership in the Service because you have breached these provisions, we will refund any pre-payments made by you less reasonable costs and losses we have incurred.

8    INTELLECTUAL PROPERTY RIGHTS IN THE SITE AND TECHNICAL USE OF THE SERVICE

All copyright, design rights, database right, patents, and any rights to inventions, know-how, trade and business names, trade secrets and trade marks (whether registered or unregistered) and any applications therefore (“Intellectual Property Rights”) in the Site belong to and vest in the Service Provider, WebSolve IT CC, or are licensed to the Service Provider unless otherwise specified. All such rights of the Service Provider are herby asserted and reserved.

9    DUTIES OF THE CLIENT

The client shall not, including, but not limited to

9.1    use any or all of the Site or the information contained therein for any purpose other than the permitted use set out above or hack, attempt to hack, distribute, modify, transmit, re-use, or re-post the same for any reason;

9.2    make any public or commercial use of the Site without prior written consent from the Service Provider;

9.3    provide hypertext links, URL Links, graphic links, hyperlinks or other direct connection to the Site for profit or gain or to avoid payment (by you or others) without the Service Provider’s prior written permission;

9.4    display, publish, copy, print, post or otherwise use the Site and the information contained therein for the benefit of any third party or web site without the Service Provider’s prior written consent;

9.5    process or otherwise use the information contained on or within the Site for any illegal or immoral purpose, or to use or process same unfairly.

10    USE OF THE SERVICE AND CONTENT POSTED ON THE SITE

10.1    Illegal and/or unauthorized uses of the Web site, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Web site will be investigated, and appropriate legal action will be taken at the Service Provider’s sole discretion, including, but not limited to civil and criminal redress.

10.2    The Service Provider is entitled but not obligated to review and delete any content, messages, photos, video profiles and profiles (herein after the “Content”) that based on the Service Providers’ sole discretion violates the provisions of the Terms and Conditions Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of other Members.

10.3    You are solely responsible for the Content that you upload, create, send, publish or display (hereinafter, “post”) on the Service, or transmit to other Members.

10.4    By posting Content to any public area of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing for all purpose connected to operating and promoting the Site and the Service.

10.5    The Service Provider is entitled to investigate and revoke a person’s Membership if a client has misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal or prohibited by these provisions.

10.6    You warrant that you shall not post any Content to the site that (by way of example and without limitation):
10.6.1    engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
10.6.2    is technically harmful such as computer viruses, worms, logic bombs or other malicious software or harmful data;
10.6.3    is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
10.6.4    reveals the identity or any personal details of any other user of the Service without that user’s permission;
10.6.5    involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;
10.6.6    promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
10.6.7    promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
10.6.8    infringes upon the Intellectual Property Rights of, or breaches any duty of confidence to, any third party;
10.6.9    provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
10.6.10    expresses or implies that any statements you make are made or endorsed by us;
10.6.11    provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

10.7    a client must use the Service in a manner consistent with any and all applicable laws and regulations.

10.8    You may not engage in advertising to, or solicitation of, other Members to buy or sell any products or services through the Service. In order to protect the Members from certain advertisement and solicitation the Service Provider reserves the right to restrict the number of emails that a client may send to other Members in any 24-hour period to a number which we deem appropriate in our reasonable discretion.

10.9    The Service contains information that is proprietary to the Service Provider. No part of its contents may be used, copied, modified, disclosed or conveyed to any party in any manner whatsoever or reproduced in any way any copyrighted material, trademarks or other proprietary information without prior written permission from the owner of such information.

10.10    You agree to indemnify us and keep us indemnified against any costs, losses or expenses incurred or suffered by us as a result of any breach by you of any of your obligations or warranties under these provisions.

11   CLIENT DISPUTES

You are solely responsible for your interactions with our other Members. We reserve the right, but have no obligation, to monitor disputes between you and other Members.

12    DUTIES OF THE SERVICE PROVIDER

12.1    The Service Provider undertakes to operate the Web site for the Service with the reasonable skill and care of an online Service Provider.

12.2    The Service Provider undertakes to completed all development for a certain product within 2 weeks of acceptance of the provisions

12.3    The Service Provider will maintain the operation of the Site for the Service, however, the Service Provider may need to temporarily suspend the service for operational reasons (e.g. for repairs, planned maintenance or upgrades).

12.4    The Service Provider undertakes to restore the service as soon as reasonably possible after any suspension.

12.5    The Service Provider reserves the right to make changes to the Service from time to time, provided that they do not have a material adverse effect on the quality or purpose of the Service.

12.6    The Service Provider will not be held liable for any impossibility of performance as a result of the conduct of a third party for whom the Service Provider is not responsible or any unforeseen circumstances preventing the Service Provider from performing in accordance with the provisions of the Terms and Conditions Agreement (including, without limitation, disputes involving our employees).

13    DISCLAIMERS

13.1    The Site and the Service are provided on an “as-is” basis. We cannot guarantee and do not promise any specific results from use of the Site and/or the Service. We make no warranties or guarantees or representations as to the quality or fitness for a particular purpose of the Service except that we will operate the Site for the Service with reasonable skill and care of an online Service Provider.

13.2    We do not represent or endorse the accuracy or reliability of any advice, opinion, statement or other information displayed, uploaded or distributed through the Service by us, our partners or any client or any other person or entity and you accordingly rely on same at your own risk.

13.3    The Service Provider is not responsible for the conduct, whether online or offline of the Members.

13.4     Third party web sites with links from the Site have not been verified or reviewed by the Service Provider and use and access of such third party web sites is made at your own risk.

14    LIMITATION ON LIABILITY

Notwithstanding any provisions of this Terms and Conditions Agreement, in no event shall the Service Provider be liable to pay any money by way of compensation to the client for any loss or damage arising, including without limitation any direct, indirect, punitive or consequential loss of whatsoever nature, however caused, whether occurring in contract, delict or otherwise, whether or not the client notified the Service Provider thereof.

15    AMENDMENT

15.1    The Service Provider may amend the provisions of the Terms and Conditions Agreement, including this clause, upon giving 1 months advance notice of such amendment taking effect.

15.2    Should the client, upon receiving any notice of amendment, choose not to continue with the Service, the client may terminate the Terms and Conditions Agreement upon giving notice to the Service Provider.  Such termination is to take effect upon the earlier of our receipt of your notice or the date upon which the amended provisions would otherwise have taken effect.

15.3    A client will be deemed to have accepted and ratified any alteration and/or amendment if he continues to use the Service after the relevant period of notice has expired.

15.4    If any amendment is made to the Terms and Conditions Agreement between the parties the remaining provisions of this Terms and Conditions Agreement shall, mutatis mutandis, continue to apply except where the context suggests otherwise.

16    RELEASE

16.1    In the event that you have any claim or action against any other client arising from that client’s use of our Site or the Service, you agree to pursue such claim or action independently of and without any demands from us, and you release us from all claims, liability and damages, arising from or in any way connected to the claim or action. In the event that a claim or action is brought against us from your activities or use of the Site or the Service, including any breach by you of these provisions or any charges or complaints made by other parties against you, you agree to pay, hold harmless and defend us in the claim or action.

16.2     You also agree to co-operate as fully as reasonably required in the defense of any claim and allow us to assume the exclusive defense and control of the matter at our discretion.

17    WAIVER

No relaxation or indulgences that the Service Provider may afford the client or failure by the Service Provider to enforce its rights consequent to any breach of this contract shall in any way prejudice the rights of the Service Provider, or shall the Service Provider be stopped from exercising such rights by reason thereof.

18    SEVERABILITY

If any clause or portion of this Terms and Conditions Agreement is held to be invalid or unenforceable, the rest of the Terms and Conditions Agreement shall remain unaffected and shall retain full force and effect.

19    APPLICABLE LAW

This Terms and Conditions Agreement, together with its schedules, is governed by the law of the Republic of South Africa.

20    WHOLE AGREEMENT

20.1    This Terms and Conditions Agreement, together with the schedules incorporated by reference only, contains the entire Terms and Conditions Agreement between the parties and supersedes all previous Terms and Conditions Agreements between the parties, whether tacit, oral of written.

20.2    Neither party will have any right or remedy arising from any undertaking, warranty nor representation that was not included in this document.

21    CONTACT INFORMATION

The Site and the Service is operated by the Service Provider. To resolve a complaint regarding the service, you should first contact our customer service department (admin@websolve.co.za).

This Terms and Conditions Agreement was last updated on 26 April 2010.