Compliance Verification Solutions (Pty) Ltd ("CVS") grants to The Customer ("The Customer") a non-exclusive and non-transferable license to install, use and access the Software in object code in the following manner for so long as the Customer’s Subscription is up to date and fully paid:
(i) Software Installation: Select Software installed on any device or used on any device (remotely) must be licensed in order to authorize use.
(ii) User / Device Access: The installed Software may be used over a network provided the number of users / devices connected to the service ("CAL Count") does not exceed the number of users / devices for which The Customer has paid the applicable CAL License Fee.
(iii) Ownership of Software: Software is never sold, remains the sole property of CVS, and is subject to CVS' intellectual property rights, even in the event of termination.
The Customer shall pay the License Fee for the Software Count and CAL Count, and adhere to the payment Terms and Conditions.
Because licence fees are strictly payable in advance, Customers are invoiced with their Licence fees on the 16th (sixteenth) of every month prior to 1st (first) of the month on which payment of the Licence becomes due. These invoices and statements are emailed to Customers immediately after the invoices are raised, the covering emails reminding Customers of CVS’ payment terms.
In the event of any Licence Fee not being paid and reflecting in CVS’ bank account 3 (three) days prior to its due date, a further statement is emailed to the Customer stating that the Customer’s Licence to use the Software will be automatically suspended if payment of the invoice is still outstanding 3 (three) days after the due date.
If an invoice remains unpaid 3 (three) days after its due date CVS shall without further notice (a) reverse any discount on the invoice that may have been granted to the Customer, (b) if no discount had been granted to the Customer, raise a reactivation fee, and (c) automatically suspend the Customer’s licence to use the Software until the Customer has settled his account with CVS in full.
Should any account remain unpaid, CVS reserves the right to suspend the service. This will be done together with communication to the client, warning of such suspension. Before any re-activation, a re-activation fee is payable, together with all invoices on the account. Once the account reflects a zero balance, re-activation will occur.
The Customer may revise the Software Count and CAL Count by informing CVS in writing of this revision prior to the end of a calendar month, and the revised Software Count and CAL Count and correspondingly revised License Fee shall apply from the first day of the following calendar month.
The Customer grants to CVS the right to examine its computer network to verify The Customer's compliance with the Software Count and CAL Count. In the event such audit discloses that the Software Count and / or CAL Count is exceeded, The Customer shall remedy this breach by paying the corresponding increase in the License Fee to CVS within 5 (five) business days of its receipt of CVS' invoice.
The price of any enhancements or configuration changes to the Software or integration to third party solutions requested by The Customer is not included, and shall be billable on the time and material basis quoted by CVS and accepted by The Customer.
The Customer may, with written request and approval, make 1 (one) archival copy of the Software provided The Customer affixes to such copy all the copyright, confidentiality, and proprietary notices that appear on the original and CVS retains sole proprietary ownership of such copy. Backups are the responsibility of the Customer. For details of what should be backed up consult the CVS web-page or call for support assistance.
Except as expressly authorized above, The Customer shall not copy the Software or its documentation in whole or in part, modify the Software, reverse compile or reverse assemble all or any portion of the Software, or rent, lease, distribute, sell, or create derivative works of the Software.
The Customer agrees that all aspects of the Software, including the specific design and structure of its individual programs, are confidential trade secrets and / or the copyrighted material of CVS. The Customer agrees not to disclose, provide, or otherwise make any such trade secrets and copyrighted material available in any form to any third party without the prior written consent of CVS. The Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material.
CVS warrants that the Software substantially conforms to its published specifications. This limited warranty extends only to The Customer. Because Software is never entirely error ("Bug") free, CVS does not warrant that The Customer will be able to operate the Software entirely without problems or interruptions. Bug fixes will be included in the Software Updates mentioned below. This warranty does not apply if the Software (a) has been altered, except by CVS, (b) has not been installed, operated or maintained in accordance with Schedule 2 and such written instructions as have been supplied by CVS, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in ultra-hazardous activities.
Except as specified in this warranty, all express or implied conditions, representations, and warranties including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, is hereby excluded to the extent allowed by law.
In no event will CVS be liable for any lost revenue, profit, or data, or for special, indirect, consequential, incidental, or punitive damages, however caused and regardless of the theory of liability arising out of The Customer's use of, or inability to use, the Software, even if The Customer has advised CVS of the possibility of its claiming such damages.
The above warranty does not apply to any beta Software, any Software made available for testing or demonstration purposes, any temporary Software modules, or any Software or third party software in respect of which a License Fee has not been paid to CVS. All such Software and third party software are provided as is, without any warranty whatsoever.
Each Software License includes the following:
(i) Free telephonic and e-mail support between 08H00 (GMT+2) and 17H00 (GMT+2) Monday to Fridays, excluding South African public holidays. Any on-site support requested by The Customer is chargeable at CVS current call-out rates, which are available on request.
(ii) Free Software Updates which CVS will provide to The Customer electronically from time to time, and The Customer shall deploy. If The Customer requires CVS to deploy any upgrade, this will done be on the time and materials basis quoted by CVS and accepted by The Customer.
Software Licences will remain valid and effective for as long as all invoiced are fully paid. The Customer may terminate by giving CVS notice in writing thereof at any time. Any such termination shall become effective on the last day of the following calendar month provided the Customer has paid the relevant Licence Fees for that month. By no later than the date upon which the termination becomes effective the Customer shall destroy the Software and all its copies, both deployed and archived on the Customer’s own servers. Data stored on CVS’ servers will then no longer be accessible or readable or usable by the Customer unless the Customer has requested this in writing and has accepted and paid the once-off fee for this quoted by CVS.
These Terms and Conditions shall be governed by and construed solely in accordance with the laws of the Republic of South Africa. If any aspect of the Terms and Conditions is found to be void or unenforceable, the remaining provisions of these Terms and Conditions shall remain in full force and effect.
By using the CVS software, the Customer agrees to all the above Terms and Conditions and that any variance must be recorded in writing. Should you have any queries in this regards you are welcome to contact us via e-mail at email@example.com