Terms and Conditions

1. ORDER OF PRECEDENCE

Notwithstanding anything to the contrary contained in the Client’s enquiry, specification, acceptance, order or other

documentation or any discussions to the contrary, the terms and conditions contained herein (“terms and conditions”) as read

together with the proposal to which these terms and conditions are attached (“Proposal”) shall constitute the sole record of

the agreement between Decision Inc. and the Client, provided that in the event of any conflict between the terms of the

Proposal and these terms and conditions, the provisions of these terms and conditions shall prevail.

2. PRICING PROVISIONS

2.1. All prices exclude VAT unless otherwise indicated.

2.2. Proposals are valid for 30 days only from date of issue.

2.3. Qlik product pricing is valid until the 30th of each month; thereafter a new quote may be issued.

2.4. Any alterations to the quantity or composition from those terms defined herein will render the pricing offered as invalid. A

new proposal with differing terms would then need to be developed and presented for the Client’s review.

2.5. All services required or goods ordered by the Client shall be prepared on an order form and sent by facsimile transmission,

alternatively by e-mail or hand delivered to Decision Inc. On receipt of such order form by Decision Inc., then such order shall

be binding on the Client. Software orders and confirmations are binding, non-cancellable, non-revocable, and nontransferable.

2.6. Travel has been calculated at R5.50 per kilometre and is subject to change based on fuel price fluctuations and toll levies.

2.7. Payment Terms:

2.7.1. Invoices are payable within 30 days of presentation, subject to the granting of approved credit facilities.

2.7.2. Interest is payable on overdue payments from date of invoice at the prevailing prime overdraft rate charged by

Nedbank.

2.7.3. Time and materials billing: Consulting services will be invoiced monthly in arrears/at the end of each month, based on the

consultant timesheets.

2.7.4. Fixed Contract billing: The project plan will include a billing schedule mutually agreed between the Client and Decision Inc.

3. SERVICE PROVISIONS

3.1. Consulting rates may escalate annually; Clients will receive 30 days notification of price changes.

3.2. Consulting services work will only be booked and/or commence once a valid Purchase Order has been received from the Client.

3.3. All consulting services quoted in this proposal are strictly on a time and materials basis only (unless specified as fixed price).

3.4. Services rendered by the resource(s) for overtime {exceeding 40 (forty) hours per week}, or public holidays or/and weekends

will be subject to increases to the normal hourly rates. No overtime will be performed unless agreed to upfront with the

Client.

3.5. The Client agrees that although Decision Inc. will provide the services to the Client to meet the Client’s requirements in

respect of completing the scope of work, the Client is required to take ownership of, and dedicate appropriate resources to,

the project to ensure that Decision Inc.is fully appraised and aware of the Client’s business environment, processes and

requirements and that appropriate knowledge and skills are transferred to the Client and its key users thereby ensuring the

timeous and efficient completion of the project.

3.5.1. Project Delays: Prior to commencement Client and Decision Inc. will agree project deadlines in writing. In the performance of

the Services, Decision Inc. shall not be responsible:

3.5.2. for any delays caused by the Client, either by a late delivery of any hardware or software, or any third party having to

perform certain services on behalf of the Client(whether employees of or subcontractors of the Client) in terms of the

Contract, or any other delay directly or indirectly caused by or attributable to the Client; or

3.5.3. For any delays caused by the Client which may result in adjustments to the time periods for the performance of the

Services as stipulated in this proposal.

3.5.4. In the event of any delay caused by the Client resulting in Standing Time, the Client acknowledges that it shall be

solely responsible for reimbursing Decision Inc. for such Standing Time.

3.6. A resource is confirmed for consulting upon written instruction from the Client to provide consulting resource(s). If Client

cancels a confirmed resource engagement within ten (10) business days prior to the commencement of the engagement,

Decision Inc. reserves the right to charge a cancellation fee calculated as fifty percent (50%) of the number of hours in the

committed resource engagement up to a maximum of forty (40) hours plus any non-cancellable travel expenses in full.

4. WARRANTIES:

4.1. Project close off is reliant on Client sign off, which shall not be unreasonably withheld. Should projects not be signed off

within 10 working days of the Decision Inc. Project team not being on site, and no further communication has been received

from the Client, then the project will be deemed to have been completed and accepted in full.

4.2. Notwithstanding, service deliverables included in the Scope of Work, if found defective in the 10 working day period detailed

above, shall be remedied at no additional charge to the Client.

4.3. If, during this warranty period, the Client has accessed and materially changed the work carried out by Decision Inc., the

warranty is void. Correction of errors caused by Client intervention will be charged at current consulting rates. Once rectified,

the warranty will resume for a further 10 working days.

4.4. The Client hereby unconditionally and irrevocably warrants to and in favour of Decision Inc. that it has obtained, and shall

maintain, all permissions, licenses and consents necessary to receive the services from Decision Inc.

5. LIMITATION OF LIABILITY AND INDEMNITY

5.1. Decision Inc.’s liability for direct damages, regardless of the form of action (i.e. whether in contract or delict) shall not exceed

the charges paid by the Client to Decision Inc. for the services rendered pursuant the Proposal. In no event shall Decision Inc.

be liable for any indirect, incidental, special, consequential or punitive damages (including lost profits or savings).

5.2. The Client shall indemnify Decision Inc. and keep Decision Inc. fully and effectively indemnified on demand against any and

all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which Decision Inc. may

sustain or incur or which may be brought or established against it by any person and which in any case arises out of or in

relation to or by reason of:

5.2.1. the performance by Decision Inc. of the services in accordance with the Proposal; and/ or

5.2.2. the negligence, recklessness or wilful misconduct of the Client or its employees or its agents.

6. Software

6.1. Use of the Software, as well as the general conditions of contract, will be according to the Qlik End User License Agreement.

Please go to the Qlik License page to read the Qlik License Agreement. View Here

6.2. Qlik maintenance and support is mandatory for the first year, thereafter it may be cancelled provided Decision Inc. receives

written intent to cancel a minimum of 60 days prior to the expiration of the 12 month maintenance and support period.

Should intention to cancel not be received within the prescribed period, maintenance and support will automatically be

renewed for a full 12 months from the end date of the renewal period, and the Client will be liable for the full invoiced

amount.

7. INTELLECTUAL PROPERTY

7.1. Provided that the Client has paid for same in full, the intellectual property rights (including any source code) developed

exclusively for and on behalf of the Client in terms of the Proposal shall vest in the Client. The Client understands and agrees

that any products, modules or other intellectual property supplied by Decision Inc., which interfaces with the source code

developed expressly for the Client, is owned and shall remain proprietary to Decision Inc. (“interfacing products”). The Client

shall not decompile, disassemble or otherwise reverse engineer the interfacing products or any information or portion thereof

and shall take all reasonable precautions so as to not allow others to do so.

7.2. The Client acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property

rights created, developed, subsisting or used in connection with the rendering of the services (save only for the Client’s

proprietary information or intellectual property developed exclusively for the Client) shall remain the sole property of

Decision Inc. and the client shall not at any time during or at any time after completion, expiry or termination of the Proposal

in any way question or dispute the ownership by Decision Inc. thereof. In the event that any new inventions, designs or

processes involved in performance of or as a result of the Proposal, the Client acknowledges that same shall be the property

of Decision Inc. unless otherwise agreed in writing by Decision Inc.

7.3. Provided that the scope of the services is not materially altered, any methodologies documented by Decision Inc. whether for

the purpose of implementing the Proposal or otherwise, shall be capable of revision by Decision Inc. during the course and

scope of the Proposal.

8. NON SOLICITATION:

8.1. The Client undertakes that neither it nor any company, close corporation, firm, undertaking or concern in or by which it is

directly or indirectly interested will for the duration of the Proposal and for a period of 1 (One) years thereafter, directly or

indirectly, encourage or incite or persuade or induce any employee of Decision Inc., who was employed at any time during

the duration of the Proposal, and any corresponding engagement, to terminate his employment or engagement by Decision

Inc. or use any other means which are directly or indirectly designed, or in the ordinary course of events calculated, to result

in such employee terminating his employment with Decision Inc. and/or becoming employed by or directly or indirectly in

any way interested in or associated with the Client.

8.2. Should the Client breach the provisions of this clause and should such breach result in any employee or contractor of

Decision Inc., directly or indirectly, leaving the employ or terminating its contract with Decision Inc., then the Client shall be

liable upon demand to pay Decision Inc. one and a half (1.5) times the full annual total cost to company of the employee or

contractor, being the agreed, reasonable liquidated damages suffered by the offended party from such breach.

9. CONFIDENTIALITY:

Both Parties agree to

9.1. hold all confidential information of the other party in strict confidence and will not, nor permit any other person to, copy,

reproduce, sell assign, license, market, transfer or otherwise dispose of, give and/or disclose the confidential information to

any unauthorised person;

9.2. take all reasonable steps to minimise the risk of disclosure of the confidential information to unauthorised persons, and to

ensure the proper and secure storage of any such confidential information;

9.3. not, during the period of this agreement or thereafter, use for its own benefit or for the benefit of any other person or divulge

or communicate to any person or persons, any of the other party’s secrets or any other confidential information which it may

receive or obtain in relation to the other party’s affairs or its Clients or suppliers or to the working of any process or invention

or to any marketing technique which is carried on or used by that party.

10. DISPUTE RESOLUTION AND ARBITRATION

10.1. Should any dispute, disagreement or claim arise between the Parties (“the Dispute”) concerning the Proposal or these terms

and conditions or the interpretation of the Proposal or these terms and conditions or its implementation or termination, the

parties’ respective authorised representatives shall meet to attempt to resolve the Dispute within 5 (Five) days of receipt of

written invitation by either party.

10.2. Should the procedure as described in clauses 10.1 fail to remedy such Dispute, the parties shall refer the matter to their

respective Managing Directors, who shall attempt to resolve the Dispute within 5 (Five) days of referral of the Dispute to

them.

10.3. Should the procedure as described in clauses 10.1 and 10.2 fail to remedy such Dispute,

the parties shall refer the Dispute to

arbitration, to be decided before a single arbitrator in the manner set out in this clause.

10.4. The arbitrator shall be, if the Dispute is:

10.4.1. primarily an accounting matter, a practising auditor of not less than 10 (Ten) years standing, as may be agreed upon

between the parties; or

10.4.2. primarily a legal matter or any other matter, a practising advocate of not less than 10 (Ten) years standing, as may be

agreed upon between the parties.

10.5. If agreement cannot be reached on whether the Dispute falls under clause 10.4.1 or 10.4.2 or upon a particular arbitrator

within 3 (Three) business days after the arbitration has been demanded, the chairman for the time being of the Johannesburg

Bar Council shall nominate the arbitrator in terms of the relevant sub-clause, within 5 (Five) Business Days after the parties

have failed to agree, so that arbitration can be held and concluded as soon as possible.

10.6. The arbitration shall be held 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.

10.7. The arbitrator shall be entitled to investigate or cause to be investigated any matter, fact or thing which he considers

necessary in connection with any matter referred to him for decision and to make such award, including in relation to the

costs of arbitration, as he in his sole discretion may deem fit and appropriate. The arbitrator’s decision shall be final and

binding.

10.8. This clause shall not preclude the parties from applying to the appropriate division of the High Court for interim or urgent

relief which requires such application.

GENERAL

11.1. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Republic of South

Africa.

11.2. No waiver or abandonment by a party of any of its rights in terms hereof shall be binding on that party, unless such waiver of

abandonment is in writing and signed by the waiving party.

11.3. No addition to, variation, modification or consensual cancellation of the Proposal shall be of any force or effect unless in

writing and signed by or on behalf of the parties.

11.4. The Client shall not be entitled to cede, assign or transfer all or any of its rights and/or obligations in terms of the Proposal,

without the prior written consent of Decision Inc.

11.5. If any provision hereof is held to be illegal, invalid or unenforceable for any reason, such provision shall be deemed to be pro

non scrip to, but without affecting, impairing or invalidation any of the remaining provisions hereof which shall continue to be

of full force and effect.

11.6. By accepting and signing the Proposal, the parties acknowledge that they have read all the terms and conditions hereof and

that they are fully acquainted with the nature and purpose hereof.

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