Standard Terms and Conditions
The following terms and conditions apply to all Zoho Implementation and Support Services as well as Consulting and Advisory Services.
Zoho Licensing
- The Customer is subject to the Vendors licensing terms and conditions, including price variances, escalations and approval.
- It is a suspensive condition that the Customer appoints Student Experience as the Digital Partner of Record with the Vendors for the entire Term of the Subscription Order.
- It is a suspensive condition that the Customer sign acceptance of the Vendors Cloud Agreements.
- Student Experience Management will order software products from Vendors once the suspensive conditions have been fulfilled and only on acceptance of this Subscription Order.
- Subscription Orders are based on the usage as provided by the Vendor, which may vary from month to month during the Term if the Customer has opted for a “monthly” Billing Frequency.
- The Initial Subscription Order is included in all proposals and cost estimates. All new orders for other Software and License will be for the customer’s account.
- Types will be added to this Subscription Order as a Schedule 1a/b/c/d and so on and start on the Commencement Date referred to in the Schedule. All new orders are subject to the same terms and conditions.
- Subscription prices are in accordance with the monthly or annual subscription rates quoted and commence on the Commencement Date, which Is the date that Student Experience Management Places the order on the Zoho portal or the customer completes the order via credit card.
- Subscriptions for Annual subscriptions are auto-renewed each year on the anniversary of the Commencement Date unless the Customer has given notice in writing of its intention to terminate before the anniversary date.
- Annual Subscriptions are subject to a minimum Term; the Customer may not serve any notice of its intention to terminate that shall be purported to take effect before the expiry of the minimum Term.
- Pay-as-you-go Subscriptions are monthly and can be cancelled on any date.
- Subscriptions are billed according to the Billing Frequency.
- Subscriptions Software is sold in South African Rand (ZAR) unless otherwise agreed upon.
- Subscription fees exclude VAT and other taxes if applicable.
- Student Experience Management does not expressly or implied give any warranty or guarantee in respect of third-party software, including warranties or guarantees as to functionality, fitness for a particular purpose, uninterrupted use or absence of any error or code or media and any warranties imposed by law are similarly excluded.
- Student Experience Management accepts no liability arising out of or caused by any defect or failure in/of such software.
Services
- A signed quotation, proposal or purchase order referring to this proposal is a pre-requisite before any Project Services are planned or delivered. Written acceptance via email will be accepted as an alternative, pending the approval of the BluePrint for acceptance before the commencement of an implementation project.
- All Implementation Services require 14 days from the signature of the Software Purchase order to mobilise resources unless otherwise agreed in writing.
- A project deposit of 20% off the total project fee becomes due and payable for the planning and mobilising resources, with the balance to be agreed upon per agreed project milestones.
- All services are billed per the amounts stated in the Proposal and are invoiced on the date of order and due and payable NO LATER than 14 days into Student Experience Management's nominated Bank Account.
- Any additional hours required by Student Experience Management for the services will be billed on a Time and Material Basis and due and payable NO LATER than 14 days into Student Experience Management's nominated Bank Account.
- Expenses and disbursements will be invoiced monthly in arrears, with payment due seven (7) days from the invoice date.
- Standard working hours are from Monday to Friday, and between 8:30 am to 4:30 pm, overtime is billed at one and a half times the rate, including Saturdays. Sundays, along with public holidays, are billed at double the rate.
- If payment is not made in full for Services by the due date, Student Experience Management shall be entitled to decline, refuse and or halt the services until payment is received in total, and this right to decline, refuse and or halt the Services shall not be grounds for the Client to withhold or reduce any undisputed payment due to Student Experience Management in terms hereof nor shall the Client be entitled to cancel this Agreement. Both parties must meet promptly to resolve any disputes.
- Also, regarding the agreed fees referred to above, the Client shall reimburse Student Experience Management for any incidental disbursements and expenses that it may incur concerning the Services. These expenses may include travel, accommodation and subsistence charges, as well as other incidental expenses incurred by Student Experience Management because of performing the Services to the Client. These expenses will be charged at cost, and all mileage will be charged at the current AA Rate (AA Rate Certificate Available Upon Request). If requested to do so by the Client, Student Experience Management will make available such documentation reasonably required to substantiate such expenses and disbursements. SEM will endeavour to carry out services off-site whenever appropriate.
- Additional requirements outside the scope of proposals or BluePrints will be quoted on an ad-hoc basis as and when required as per the time and materials consulting rates.
- Data Migration and historical data take-on are explicitly excluded from all Zoho Implementation Projects. Student Experience Management will provide the customer with the required templates and formatting requirements for data migration.
- Student Experience is not accountable for data accuracy on the import of data generated outside of the Zoho One platform.
Intellectual Property and Learning Material Development
- All learning material developed by Student Experience Management and/or their principal consultants, including but not limited to course content, training materials, workshop content and any related intellectual property, shall be and remain the exclusive property of the agency and its principal consultants unless explicitly ceded in writing. The client acknowledges and agrees that, upon full payment of all applicable fees, they are granted a non-exclusive, non-transferable right to use the learning material solely for the internal purposes of their organisation.
- Any unauthorised reproduction, distribution, or use of the learning material without the express written consent of Student Experience Management is strictly prohibited. This right to use is conditioned upon the client's compliance with the terms and conditions of this agreement. The agency reserves all rights not expressly granted herein.
Usage and Reuse of Learning Material for Third Parties
Purpose of Development: The learning material developed by Student Experience Management (hereinafter referred to as "the Agency") is intended for the exclusive use of the client and its specified third-party training purposes as outlined in this agreement.
Usage Rights: The client is hereby granted a non-exclusive, non-transferable right to use the learning material solely for the internal training purposes of the specified third party.
Restrictions on Reuse: The client expressly agrees not to reuse, reproduce, distribute, or allow the use of the learning material by any other third parties without the prior express written consent of the Agency.
Notification Requirement: Any intended use of the learning material by additional third parties must be communicated to the Agency in writing. The Agency reserves the right to approve or deny such requests at its sole discretion.
Intellectual Property Ownership: All intellectual property rights associated with the learning material, including but not limited to course content, training materials, and any related intellectual property, remain the exclusive property of the Agency and its principal consultants, unless explicitly ceded in writing.
Compliance with Terms and Conditions: The client's right to use the learning material is expressly conditioned upon strict compliance with all the terms and conditions outlined in this agreement.
Limitation on Transfer: The client shall not transfer, sublicense, or otherwise assign the rights to the learning material to any other party without the prior written consent of the Agency.
General
- Once a proposal or estimate has been accepted, the Client accepts the proposal as a binding order placed on Student Experience Management for the provision thereof and according to all terms/assumptions stated within and as published on the website.
- The solution, products, scope and/or costs are based on the information and requirements made available by the Client at the time of the submission. Student Experience Management reserves the right to adjust the pricing if the information is subsequently proven incorrect and/or the Client requirements change.
- Student Experience Management does not expressly or implied give any warranty or guarantee in respect of third-party software, including warranties or guarantees as to functionality, fitness for a particular purpose, uninterrupted use or absence of any error or code or media and any warranties imposed by law are similarly excluded. Student Experience Management accepts no liability of any nature arising out of or caused by any defect or failure in/of such software.
- The Client shall bear the necessary costs associated with any Client-required amendments to the agreement(s) associated with any proposal or approved BluePrint (including prior drafts, legal negotiations, consultations and disbursements).
- All prices quoted are inclusive, as Student Experience Management is not registered for VAT but for any other withholding taxes that may be applicable. Student Experience Management understands that the Client will be responsible for the applicable costs of withholding taxes by grossing up payments to the supplier.
- Proposal and estimate validity is indicated in all correspondence, including Proposals, Cost Estimates and Quotations. Should this time lapse due to non-response on the client's part, Student Experience Management reserves the right to issue an updated document to accommodate any changes in resource availability. These delays could also affect resource availability at the time of acceptance and might result in changes in project commencement and go-live deadlines.
- E&OE
