1. INTRODUCTION

1.1 Adaptablist (Pty) LTD T/A AdaptCRM (“Adaptablist”) offers AdaptCRM, a scalable, agile, cloud-based customer relationship management application that provides services related to managing customer interactions, sales, and marketing. AdaptCRM enables businesses of all sizes to efficiently manage their customer relationships and enhance their sales operations, automations, marketing, social media and calendar bookings.

2. DEFINITIONS

2.1 “Agreement” means:

2.1.1                    these Terms and Conditions of Use (“Terms”);

2.1.2                    Adaptablist’s Data Processing and Privacy Policy Agreement (“Privacy Policy”);

2.1.3                    The proposal provided by Adaptablist and accepted by Customer;

2.2 The documents comprising the Agreement shall be read in the order of precedence as per clauses 2.1.1 to 2.1.3 above.

2.3 “Business Day” means any day other than a Saturday, Sunday, or public holiday as gazetted by the government of the Republic of South Africa from time to time.

2.4 “Business Hours” means the hours of [Monday to Thursday 08:00 to 17:00 SAST and Friday 08:00 to 16:00 SAST] on a Business Day.

2.5 “Customer” means the company, affiliates or legal entity of that company, employee, or third party for which Customer is accepting this Agreement.

2.6 “Enhancements or Upgrades” means any changes to the AdaptCRM Application that enhances its capabilities.

2.7 “Adaptablist” means the company that Customer is contracting with:

              2.7.1 Adaptablist (Pty) LTD T/A AdaptCRM:

2.7.1.1                Address: 899 Koedoeberg Str. Faerie Glen, Pretoria

2.7.1.2                Contact Support: hello@adaptablist.com

2.8 “AdaptCRM Application” means the computer software and related documentation comprising the white-labelled customer relationship management service marketed by Adaptablist as AdaptCRM, including but not limited to any Enhancements or Upgrades provided by Adaptablist during the term of this Agreement and made available by Adaptablist at www.adaptablist.com.

2.9 “AdaptCRM Service, Services or Service” means Adaptablist’s website, including related mobile apps, platforms, web services, implementation services, support services, or any content or information provided as part of these services.

2.10 “Proposal” means the written cost proposal document, quote, order confirmation, or email provided by Adaptablist to Customer, outlining the Services and costs of the deliverables to be provided by Adaptablist.

3. GOVERNING LAW

3.1 “Governing Law” means the law, which is to apply to the Agreement, and according to which the Agreement is to be interpreted, shall be the law of the Republic of South Africa, and the Parties submit to the exclusivity of the courts of South Africa.

4. AGREEMENT

4.1 Customer agrees that by registering, accessing, logging in, or using Adaptablist’s Services or similar, Customer is entering or has entered into a legally binding agreement with Adaptablist (even if Customer is using Adaptablist’s Services on behalf of a company).

4.2 If Customer does not agree to the Agreement, then Customer should NOT enroll (or similar) and should not access or otherwise use any of the Services of Adaptablist. Adaptablist reserves the right to change the terms of this Agreement and will notify Customer if Adaptablist does so. The parties agree that changes cannot be retroactive. If Customer does not agree to these changes, Customer must stop using the Services.

4.3 Registered users of the Services are “Members,” and unregistered users are “Visitors.” This Agreement applies to both.

5. CUSTOMER’S LICENSE TO USE THE SERVICE

5.1 Customer’s information, or any derivatives thereof, contained in any of Adaptablist’s repositories shall be and remain Customer’s sole and exclusive property.

5.2 Adaptablist is provided a license to Customer’s data for the sole and exclusive purpose of providing the Services, including a worldwide, transferable, and sub-licensable right to use, store, record, transmit, maintain, modify, process, and display data only to the extent necessary in the provisioning of the Services.

5.3 Customer’s license commences on the date, as per clause 4.1, and continues until termination (as per clause 6). Customer agrees that Adaptablist may access, store, and use any information that Customer provides in accordance with the terms of the Privacy Policy.

5.4 Customer is responsible for all activities conducted under its user logins and for its users’ compliance with this Agreement. Customer shall use the Service solely for its internal business purposes, in compliance with applicable law, and shall not:

5.4.1 resell, sublicense, lease, time-share or otherwise make the Service available to any third party;

5.4.2 send or store infringing or unlawful material;

5.4.3 send or store Malicious Code;

5.4.4 attempt to gain unauthorized access to, or disrupt the integrity or performance of the Service or the data contained therein

5.4.5 modify, copy or create derivative works based on the Service;

5.4.6 reverse engineer the Service;

5.4.7 access the Service for the purpose of building a competitive product or service or copying its features or user interface;

5.4.8 use the Service or permit it to be used, for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Adaptablist’s prior written consent;

5.4.9 permit access to the Service by a direct competitor of Adaptablist.

6. TERM AND TERMINATION

6.1 Software as a Service:

6.1.1 Adaptablist may terminate this agreement at any time by giving 3 (three) months prior written notice to Customer. Adaptablist also reserves the right to restrict, suspend, or terminate Customer’s account, without notice, if Adaptablist believes that Customer may be in breach of this Agreement or law or are misusing the Services.

6.1.2 Customer may terminate this agreement at any time, provided that Customer’s account is paid up to date, by giving 30 days prior written notice to Adaptablist. Notice of termination by Customer needs to be sent to hello@adaptablist.com. Such notice is the absolute responsibility of the Customer and is required to be delivered by email to Adaptablist. Customer is responsible to ensure that the notice is delivered and that Adaptablist acknowledges the receipt thereof.

7. SERVICE INFORMATION AND CALCULATIONS

7.1 Adaptablist undertakes to provide Customer with advice and guidance to the best of its ability and knowledge. Adaptablist will carry out such services within the realms of accounting principles and ethical business practices.

7.2 Customer acknowledges and agrees that it shall remain solely responsible for cross-checking all data for accuracy and will be responsible for all data and information submitted to Adaptablist.

8. IMPLEMENTATION SERVICES

8.1 Adaptablist shall perform the implementation of the AdaptCRM Service based on the specifications as outlined in the Proposal, provided that Customer’s account is paid up to date.

8.2 The Parties acknowledge and agree that the implementation services provided shall include the migration of existing data into the AdaptCRM Application. Customer is required to provide Adaptablist with accurate data sets and information.

9. SUPPORT SERVICES

9.1 Adaptablist undertakes to provide Customer with support services during Business Hours through the Support Contact Email: hello@adaptablist.com.

9.2 Customer acknowledges that Adaptablist provides support services based on the nature and functionality of the AdaptCRM Application. Customer shall follow the procedures and processes set out by Adaptablist to ensure that all matters are logged correctly and promptly.

10. COMMERCIAL TERMS

10.1 Prices, as per the Proposal, are fixed for a period of 12 months and may be subject to increases on renewal.

10.2 Adaptablist shall invoice Customer monthly in advance for the Service provided. The invoice will be sent to the Customer’s registered email address. Payment shall be due within 30 days of the date of the invoice.

10.3 If Customer disputes any invoice, it shall notify Adaptablist in writing within 7 (seven) days of the date of the invoice, providing full reasons for the dispute.

10.4 Adaptablist shall not suspend any service for which the Customer disputes an invoice within 7 (seven) days of receipt of the invoice, but shall only do so after agreement has been reached between the Parties or an order has been granted by a court of competent jurisdiction.

10.5 In the event of a dispute, the Parties shall, for a period of 10 (ten) Business Days from the date of the dispute, endeavor to resolve the matter amicably between themselves.

10.6 If any amount is not paid on the due date, interest will accrue thereon from the due date to the date of payment in full at the maximum rate as per the Prescribed Rate of Interest Act (Act 55 of 1975) from time to time.

11. NOTICES, SERVICE MESSAGES, AND ADVERTS

11.1 Customer agrees that Adaptablist may provide notices to Customer in the following ways:

11.1.1 an email sent to an address provided by Customer. or;

11.1.2 through other means including mobile number, telephone, or mail. Customer agrees to keep Customer’s contact information up to date. Customer is able to take action or notify Adaptablist that Customer do not wish to receive email notices specifically.

11.2 Service Provider has the right, without compensation to Customer or others, to serve advertisements on any of Service Provider’s Services

12. SERVICE AVAILABILITY

12.1 Adaptablist shall use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for:

12.1.1 Planned downtime;

12.1.2 Unavailability caused by circumstances beyond Adaptablist’s control, including but not limited to Force Majeure events, Internet service provider failures or delays, or denial of service attacks.

13. LIMITATION OF LIABILITY AND INDEMNITY

13.1 Customer will have no claim against Adaptablist or any of Adaptablist’s employees, or contractors in the event of any loss or damage sustained by Customer or any of Customer’s members, employees, sub-contractors or agents and which results directly or indirectly from this agreement. Customer hereby indemnifies Adaptablist and holds Adaptablist harmless against any and all claims, liabilities, losses, fines, damages, expenses, and legal fees on an attorney and own client scale, which Customer may sustain or incur by reason of any act or omission of Adaptablist or any of its members, employees, sub-contractors or agents directly or indirectly in consequence of the services provided in terms of this agreement. Adaptablist make no representation or warranty, either express or implied, in connection with the Service or the Services that may be provided by third party participants as part of, or otherwise in connection with, the Service.