Terms and Conditions
Introduction
Welcome to Custom Apps SA (Pty) Ltd (“we,” “us,” “our”). These Terms and Conditions (“Terms”) govern your access to and use of our software, services, and platforms (collectively, the “Services”). By accessing or using our Services, you agree to comply with these Terms. If you do not agree to these Terms, you must not use our Services.
Definitions
For clarity in these Terms, the following definitions apply:
- Software: Refers to the code, applications, and other materials developed by us for you in terms of any agreement reached, quote accepted, or instruction given.
- Intellectual Property Rights: Refers to all patents, copyrights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction, whether registered or not.
- License Fee: Refers to the fee payable by you for the right to use the Software.
- Due Date: Refers to the date by which you are required to make payment as specified on the invoice.
- Late Payment Interest: Refers to the interest that accrues on any late payments, as stipulated in these Terms.
- Services: Refers to any software development services provided by us.
- Development Fees: Refers to the fees charged by us for the development, amendment, or enhancement of any Software.
- Scoping Fees: Refers to the fees charged by us for the initial assessment and scoping of the Software project requirements.
- Testing Fees: Refers to the fees charged by us for testing the Software to ensure it meets specifications and quality standards.
Services Provided
Custom Apps SA (Pty) Ltd offers a comprehensive range of technology solutions, including Software as a Service (SaaS), customizable white-label software, and bespoke software development tailored to client specifications. We retain full ownership of the intellectual property developed under these Services. Additionally, we provide website development and management, email hosting, domain management, and ongoing support and maintenance services to ensure optimal performance and scalability for your digital infrastructure. We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without prior notice.
User Accounts
To access certain features of our Services, you may need to create an account. You agree to:
- Provide accurate, current, and complete information during the registration process.
- Maintain the security of your account by protecting your password and restricting access to your account.
- Notify us immediately of any unauthorized use of your account or any other breach of security.
- Be responsible for all activities that occur under your account.
Fees and Payment
Certain aspects of our Services may require payment. You agree to pay all applicable fees and charges, including License Fees, Development Fees, Scoping Fees, and Testing Fees. All payments are non-refundable unless otherwise stated in these Terms or required by law.
License and Intellectual Property Rights
- Definition of Intellectual Property:
For the purposes of this Agreement, “Intellectual Property” refers to all creations, inventions, innovations, designs, software, algorithms, databases, technical know-how, proprietary information, trademarks, trade names, logos, service marks, patents, copyrights, moral rights, trade secrets, and any other proprietary rights, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof, that are conceived, developed, or reduced to practice by Custom Apps SA (Pty) Ltd in the course of providing the Services.
- Ownership:
All Intellectual Property created, developed, or provided by Custom Apps SA (Pty) Ltd, including but not limited to software, designs, processes, data, documentation, methodologies, and any improvements or modifications thereto, are and shall remain the exclusive property of Custom Apps SA (Pty) Ltd. This includes any derivative works, updates, or enhancements made to the Software or Services provided to the user.
- User’s Rights and Restrictions:
- You are granted a limited, non-exclusive, non-transferable, and revocable license to use the Software and Services strictly in accordance with these Terms. This license does not grant you any rights to the underlying source code, designs, or proprietary processes, and you may not:
- Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software or Services;
- Remove, alter, or obscure any copyright, trademark, or other proprietary notices included in the Software or Services;
- Sell, sublicense, distribute, or transfer any part of the Software or Services to any third party;
- Use the Software or Services to develop a competing product or service.
- Reservation of Rights:
Custom Apps SA (Pty) Ltd reserves all rights not expressly granted to you under these Terms. No title or ownership of any Intellectual Property, or any part thereof, is transferred to you by these Terms. Any unauthorized use of the Intellectual Property may result in immediate termination of the license granted under these Terms and may subject you to legal action.
- Feedback and Improvements:
Any feedback, suggestions, or improvements you provide regarding the Software or Services will be deemed non-confidential and shall become the sole property of Custom Apps SA (Pty) Ltd. We reserve the right to use such feedback and implement such suggestions or improvements without any obligation to you.
- Third-Party IP:
If the Software or Services incorporate any third-party Intellectual Property, Custom Apps SA (Pty) Ltd will obtain the necessary licenses to use such third-party IP. Your use of third-party IP will be subject to the terms of the applicable third-party license agreements.
Resale and Reuse
We reserve the right to use, sell, license, or otherwise exploit the Software we develop in any manner we deem appropriate, without any obligation or liability to you.
Payment and Termination
If you fail to make payment by the Due Date, we reserve the right to suspend or terminate your access to and use of the Software and Services on 10 (ten) days’ notice. We may, at our sole discretion, disable the Software without notice if payment is not made after the notice has been given. Late payments will incur a Late Payment Interest of two percent (2%) per month, calculated daily and compounded monthly. Additionally, a Disconnect or Reconnect Fee equivalent to ten percent (10%) of the total outstanding invoice amount will be charged to compensate for administrative and operational costs associated with service interruption and reinstatement.
Confidentiality
Both parties agree to protect each other’s confidential information with the same degree of care as they use to protect their own confidential information, but not less than a reasonable degree of care. Confidential information includes any non-public information disclosed by one party to the other. This obligation does not apply to information that is publicly known, lawfully received from a third party, or independently developed without reference to the other party’s confidential information.
Data Protection and Privacy
We are committed to protecting your privacy. Our collection and use of personal information are governed by our Privacy Policy, which complies with the Protection of Personal Information Act, 2013 (POPIA). By using our Services, you consent to the collection and processing of your data in accordance with our Privacy Policy.
Screenshot, Third-Party Access, and Permission Controls
- Screenshots: You are strictly prohibited from taking screenshots of the Software and Services without our prior written consent. Any unauthorized screenshots or recordings are a breach of these Terms.
- Third-Party Access: No third-party companies are allowed access to the Software or Services at any user level without our prior written consent. This includes, but is not limited to, access granted through your account or any other means.
- Administrator Permissions: Any request to grant user levels above the normal user level, including but not limited to Administrator permissions, must be authorized by us in writing. Unauthorized elevation of permissions is a violation of these Terms and will result in immediate termination of access.
- Acknowledgment and Agreement: By using or logging into any of the Custom Apps SA systems, you acknowledge and agree to be bound by these Terms. This agreement supersedes all previous agreements between you and Custom Apps SA and holds you accountable for all past actions performed while using our systems.
Indemnification
You agree to indemnify, defend, and hold harmless Custom Apps SA (Pty) Ltd, its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or related to your use of the Software and Services, any breach of these Terms, or any violation of applicable laws or regulations. Custom Apps SA (Pty) Ltd reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate as requested by Custom Apps SA (Pty) Ltd in the defense of such claims.
Non-Solicitation
You agree not to solicit, hire, or engage, directly or indirectly, with any employee, consultant, or contractor of Custom Apps SA (Pty) Ltd during the term of this Agreement and for a period of twenty-four (24) months following the termination or expiration thereof.
Limitation of Liability
To the fullest extent permitted by law, Custom Apps SA (Pty) Ltd shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:
- Your access to or use of or inability to access or use the Services.
- Any unauthorized access to or use of our servers and/or any personal information stored therein.
- Any interruption or cessation of transmission to or from the Services.
- Any bugs, viruses, Trojan horses, or the like that may be transmitted to or through our Services by any third party.
Governing Law and Jurisdiction
These Terms and any disputes arising from or related to these Terms or the Services shall be governed by and construed in accordance with the laws of South Africa. The parties agree to submit to the exclusive jurisdiction of the courts in KZN, Durban, and waive any objections based on venue or inconvenient forum.
Dispute Resolution
Any disputes arising from or related to these Terms shall be resolved through binding arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA). The arbitration shall take place in KZN, Durban, and be governed by South African law. The arbitrator’s decision shall be final and binding.
Entire Agreement and Supersession
These Terms and any quote given constitute the entire agreement between the Parties concerning the subject matter hereof and supersede all prior understandings, agreements, terms, and conditions, whether written or oral. This Agreement supersedes all previous agreements between you and Custom Apps SA (Pty) Ltd.
Amendments
Custom Apps SA (Pty) Ltd reserves the right to modify these Terms at any time. Any changes will be effective immediately upon posting to our website or platform. We will notify you of any significant changes via email or through the system. By continuing to use the Services after any such changes, you agree to be bound by the updated Terms. If you do not agree to the new Terms, you must discontinue use of the Services immediately.
Severability
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision will be replaced with a valid and enforceable provision that comes closest to the intent underlying the original provision.
Recordkeeping
Custom Apps SA (Pty) Ltd will maintain records of your acceptance of these Terms, including timestamps and versions of the Terms to which you agreed. These records may be used to demonstrate your acceptance of the Terms in the event of a legal dispute.
Contact Information
If you have any questions about these Terms, please contact us at 031 830 5329.
Acknowledgment
By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.