Terms and Conditions for Service Access and Usage
These Terms and Conditions, together with the subscription plan and accompanying Proposal agreed to by you (“The Customer”, “You”, “Your”), constitute the entire Agreement (“Agreement”) between you and BOTLHALE AI (PTY) LTD, (the “Provider”, “We”, “Our”), a private company with registration number 2019/075746/07, duly incorporated in the Republic of South Africa, and with the following chosen domicilia citandi et executandi:
9 Canterbury Studios
35 Wesley Street
Gardens
Cape Town
South Africa
8000
1. DEFINITIONS
Unless otherwise defined, capitalised terms used in this Agreement shall have the meanings set forth below:
1.1. “Agreement” means these Terms and Conditions together with any provisions described in the accompanying Proposal, including any annexures hereto.
1.2. “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) recieved before or after the Effective Date in connection with this Agreement, including, but not limited to, all data, technical information, customer information, financial information, proprietary business strategies, intricate software details, and the Platform itself.
1.3. “Proposal” refers to the document, agreed upon by both parties, detailing the subscription plans, costs, services, terms, and additional features or allocation options available to the Customer.
1.4. “Effective Date” means the date when the Proposal is executed by both parties, marking the commencement of services.
1.5. “Platform” refers to any of the following platforms, as applicable and specified in the accompanying Proposal: (a) the Vela Platform, a multilingual call centre analytics platform for post-call analysis, owned and developed by Botlhale AI; (b) the Bua Platform, a multilingual conversational AI platform for the creation and management of virtual assistants, owned and developed by Botlhale AI; or (c) any other platform provided, owned, or developed by Botlhale AI, including any updates, enhancements, and derivative works thereof. The specific Platform(s) applicable to this Agreement shall be identified in the Proposal and mutually agreed upon by the parties
2. PURPOSE AND ACCEPTANCE
2.1. This Agreement outlines the terms for providing the Customer with access and use of the Platform, as per the provisions stated in the Proposal.
2.2. By accepting the and signing the Proposal, the Customer agrees to all terms set forth in this Agreement.
3. SERVICES
3.1. Botlhale AI shall provide the Customer with:
3.1.1. A non-exclusive, non-transferable right to access and use the Platform, according to the selected subscription plan detailed in the Proposal.
3.1.2. Training and support materials to facilitate the effective use of the Platform, including:
3.1.2.1. An initial onboarding training session;
3.1.2.2. Access to up-to-date instructional videos and documentation;
3.1.2.3. Support services in alignment with the specific support package chosen by the Customer, as detailed in the Proposal. The support package will define the scope and availability of support services provided.
3.2. The Provider commits to maintaining and updating the Platform to ensure service reliability and performance.
4. PAYMENT TERMS
4.1. The Customer shall make payments according to the pricing structure outlined in the accepted Proposal.
4.2. Any additional services or features requested, beyond the package selected and specified in the Proposal, will incur extra charges as specified in the Proposal.
4.3. All payments shall be made monthly before the last calendar day of the month by direct deposit to the following account:
Account Name: BOTLHALE AI (PTY) LTD
Bank: FIRST NATIONAL BANK (FNB)
Branch Code: 201509
Account Number: 63079736783
4.4. Invoices will be due 30 days from issuance. If any charges are not received from The Customer by the due date, then at the Provider’s discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) the Provider may suspend their services to the Customer until such charges are paid in full. The Customer will be given at least 5 days’ prior notice that the account is overdue, before suspending services to the Customer.
5. TERM AND TERMINATION
5.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of 1 year (the “Initial Term”), unless otherwise stated in the Proposal. Following the Initial Term, this Agreement shall automatically renew for successive 1-year periods (each a “Renewal Term”), unless either party provides written notice of its intent not to renew at least 30 calendar days prior to the end of the then-current term. This automatic renewal is intended to ensure continued service and avoid any business interruptions.
5.2. Either party may terminate this Agreement for any reason or no reason by providing at least 60 calendar days’ prior written notice to the other party.
5.3. Either party may terminate this Agreement immediately upon written notice to the other party if: (a) The other party materially breaches any provision of this Agreement and fails to cure such breach within 30 calendar days after receiving written notice of the breach; (b) The other party becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets; (c) The other party is in violation of any applicable laws or regulations that materially affect its ability to perform its obligations under this Agreement.
5.4. Upon termination or expiration of this Agreement: (a) All licences granted under this Agreement shall immediately terminate, and Customer shall cease all use of the Services, (b) Each party shall return or destroy all Confidential Information of the other party in its possession or control except to the extent that the retention of the Confidential Information is required by law (c) The Customer shall pay any outstanding fees for Services provided up to the effective date of termination, including any applicable early termination fees.
5.5. The provisions of this Agreement that by their nature should survive termination or expiration, including but not limited to payment obligations, confidentiality, and limitation of liability, shall survive.
6. DATA USAGE
6.1. The Customer may upload data to the Platform, subject to the terms specified in the Proposal.
6.2. The Customer acknowledges that all data uploaded to the Platform will be used by Botlhale AI solely for the purpose of providing the services under this Agreement.
6.3. The Customer represents and warrants that it has all necessary rights and permissions to upload the data to the Platform and to grant Botlhale AI access to such data for the purposes of this Agreement.
7. INTELLECTUAL PROPERTY
7.1. All intellectual property rights relating to the Platform, including but not limited to copyrights, trademarks, patents, and trade secrets, shall remain the exclusive property of Botlhale AI.
7.2. The Customer shall not attempt to reverse engineer, decompile, disassemble, or modify the Platform in any way.
7.3. The Platform shall be used only for the purposes set out in this Agreement.
7.4. All information uploaded to the Platform by the Customer, including but not limited to call recordings, scorecards, quality assurance information, pain points, search results, reports, transcripts, trade secrets, shall remain the exclusive property of the Customer.
8. CONFIDENTIALITY
8.1. Each Party agrees to hold in confidence all Confidential Information of the other Party and not to disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party.
8.2. The duty of confidentiality applies to all forms of communication, whether oral, written, or electronic, and shall endure beyond the termination or expiration of this Agreement.
8.3. The Provider and the Customer both agree to:
8.3.1. Use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement;
8.3.2. Limit disclosure of the Confidential Information to employees, agents, or subcontractors who need to know the information for the above purposes and are bound by confidentiality obligations no less restrictive than those contained herein;
8.3.3. Take reasonable precautions to protect the confidentiality of the Confidential Information, at least as stringent as those taken to protect its own confidential information.
8.4. Upon termination of this Agreement or upon the Disclosing Party’s request, the Receiving Party shall return or destroy all copies of the Confidential Information in its possession, except where retention is required by law, internal compliance, governance policies and procedures necessary for backup or archival purposes.
8.5. Each party shall retain all rights, title, and interest in its own Confidential Information.
8.6. If the Receiving Party is required to disclose the Confidential Information by law, regulation, or court order, it shall notify the Disclosing Party as soon as reasonably practicable.
9. INDEMNIFICATION
9.1. The Service Provider shall indemnify and hold harmless the Customer only, and not any of its affiliates for any direct damages, losses, fines or penalties (including reasonable attorneys’ fees) (collectively, “Losses”) up to a total amount which shall not exceed the total amount paid or payable for the Services regarding the Proposal in question, arising out of or related to:
9.1.1. Any claim that the Service or any portion thereof infringes, misappropriates, or otherwise violates any intellectual property right of a third party;
9.1.2. Any claim related to the Service Provider’s breach of its representations, warranties, or obligations under this Agreement; or
9.1.3. Any gross negligence or willful misconduct of the Service Provider, in connection with the performance of this Agreement.
9.2. The Customer shall indemnify and hold harmless the Service Provider from and against any and all Losses up to a total amount which shall not exceed the total amount paid or payable for the Services regarding the Proposal in question, arising out of or related to:
9.2.1. Any claim that the Customer’s data, or any use of the Service in breach of this Agreement, infringes, misappropriates, or otherwise violates any intellectual property right or other rights of a third party;
9.2.2. Any claim related to the Customer’s breach of its representations, warranties, or obligations under this Agreement; or
9.2.3. Any gross negligence or willful misconduct of the Customer, its employees, agents, or contractors in connection with the performance of this Agreement.
10. FORCE MAJEURE
10.1. If either party is prevented or delayed in the performance of any of its obligations under this Agreement by reason of any act of God, war, terrorism, riot, civil commotion, labour strikes, fire, flood, governmental regulations, or any other cause beyond its reasonable control, the affected party shall not be deemed to be in breach of this Agreement, and its obligations under this Agreement shall be suspended for the duration of such event.
10.2. The affected party shall reasonably and promptly notify the other party of the occurrence of such an event.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1. This Agreement shall be governed by and construed in accordance with the laws of South Africa.
11.2. Negotiation: Before resorting to formal dispute resolution methods, the parties shall attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiations. If any dispute cannot be settled through negotiation within 10 calendar days after a written notice of such dispute is delivered to the other party, then either party may invoke the mediation provisions below.
11.3. Mediation: The parties agree to submit any dispute arising out of or in connection with this Agreement to mediation. Each party shall select one mediator, and the two mediators shall then jointly appoint a neutral third mediator. The costs of the mediation shall be borne equally by the parties. If the dispute is not settled through mediation within fifteen 15 calendar days of the appointment of the third mediator, then either party may invoke arbitration as described below.
11.4. Arbitration: If the dispute cannot be settled through negotiation or mediation, then such dispute shall be settled by arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa in Cape Town, South Africa. The decision of the arbitrator(s) shall be final and binding on the parties.
12. NOTICES
12.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by reputable overnight courier service, addressed as follows:
12.1.1. If to Botlhale AI:
Address: 9 Canterbury Studios, 35 Wesley Street, Gardens, Cape Town, 8001
Email: [email protected]
12.1.2. If to the Customer: The address stated in the proposal.
13. SEVERABILITY
13.1. If any clause of this Agreement is held to be invalid or unenforceable, such clause shall be struck, and the remaining clauses shall remain in full force and effect.
14. WAIVER
14.1. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default.