WHEREAS RCS ONLINE (hereby referred to as THE CONSULTANT) agrees to provide THE CUSTOMER with certain digital services/products, as set out below in return for an agreed fee. This agreement forms part of our commitment to transparency and openness that we believe is vital to any business relationship. This agreement shall be governed by, construed and interpreted in accordance with the laws of the Republic of Mauritius.
1. INTERPRETATION AND DEFINITIONS
- A “project” can be any ongoing or once-off digital service/product provided by THE CONSULTANT to THE CUSTOMER.
2. TERMS OF SERVICE
- THE CONSULTANT agrees to provide THE CUSTOMER with certain digital services/products which shall be agreed upon by the parties. The details of the services/products shall be set out in correspondence and quotations supplied by THE CONSULTANT and agreed upon by THE CUSTOMER. The said correspondence and quotations shall form the object and price of a contract that is binding on the parties.
3. VARIATIONS FROM QUOTATIONS
- Due to the nature of digital services, price variations can occur as the project evolves. For this reason, any prices quoted may change depending on changes agreed upon by both parties.
- Any written correspondence between the parties including letters, emails, Skype and Whatsapp texts may vary the project parameters and accordingly vary the project price.
- THE CONSULTANT will supply THE CUSTOMER with written estimates for variations to projects if requested to do so by THE CUSTOMER. However, price variations shall apply when projects are varied whether or not prices have been quoted.
- Prices of subscription services/products may change without notice. THE CONSULTANT is an intermediary between the providers and THE CUSTOMER and may not be given forewarning of any pricing changes. In addition currency exchange and inflation may necessitate price changes.
4. INVOICING AND PAYMENT
- THE CONSULTANT will specify in their estimate, how often THE CUSTOMER will be invoiced.
- THE CONSULTANT will endeavour to invoice THE CUSTOMER for services on or before the 5th of the month and payment shall be due on or before the 25th of that month.
- Subscription fees will be charged monthly or annually in advance, as the case may be, to secure ongoing service.
- The first invoice of a monthly subscription service bills for 2 (two) months of the service in order to provide a buffer between service suspension and service cancellation in the event of failure of a monthly payment being received when due.
- Consultancy fees will be charged in arrears, after such work has been completed.
- Should THE CUSTOMER fail to pay an invoice before the 25th of the month in which it is presented, then THE CONSULTANT may suspend all further work for THE CUSTOMER and turn off services until such time as payment is made in full.
- Up to 4% can be charged additionally to any billed service due to exchange rate fluctuation and an additional 4% may be added to cover bank charges and card fees.
- For ad-hoc billing of advertising / usage-based services THE CONSULTANT may retain up to 30% of the agreed budget for management purposes including but not restricted to bank charges, advertising overspend and other unforeseen costs that may be incurred in the process.
- Discounts may or may not be provided to THE CONSULTANT by third party suppliers.
- Should a discount be provided, it is at the discretion of THE CONSULTANT to pass this on to the CUSTOMER and the terms on which that discount will apply.
- Google discounts are provided as fixed discounts and only allow an increase in licences with no decreases.
- Unleashed discounts are applied as long as they are available and may be removed at any point.
- THE CUSTOMER is responsible to ensure they are happy with the terms of any discount offered before making payment.
6. HOURLY RATE CHARGES / IT SUPPORT
- THE CONSULTANT offers hourly support packages ad-hoc and monthly support packages on retainer. A standard hourly No Package Rate will be charged for work carried out without a support package agreed in writing.
- Upon agreement of the support package, the service will continue until such time as THE CUSTOMER discontinues the service in writing.
- THE CONSULTANT will at all times try to ensure that the services it provides function correctly, however it will not be responsible for any poor performance; disruption; cancellation; virus or malware damage, loss of data; or other problems that may occur with the service/s provided by third parties. Should such problems occur, THE CONSULTANT will endeavour to the best of their ability and within their responsibility to minimise the effect and/or duration of any such instances, and restore the services to their correct functions.
- If the problem is due to an error caused by THE CONSULTANT then THE CUSTOMER will not be charged for its repair.
- If the problem is not due to an error caused by THE CONSULTANT then THE CUSTOMER will be invoiced accordingly, unless the technical support offered by THE CONSULTANT falls within the scope of an existing support agreement.
- THE CONSULTANT may carry out market research to create projections for service performance, however, it cannot guarantee the performance of any service as they depend on variables out of THE CONSULTANT’S control.
8. INFORMATION SUPPLIED BY THE CUSTOMER
- THE CUSTOMER is responsible for supplying THE CONSULTANT with accurate and up to date information in order for THE CONSULTANT to fulfill his contractual obligations.
- THE CONSULTANT will not be held responsible for any incorrect data used in the services deployed.
- THE CUSTOMER is solely responsible for the quality of images supplied to THE CONSULTANT.
- THE CONSULTANT does not accept liability where delays in reaching a deadline or launch date are caused by THE CUSTOMER. Examples include, but are not limited to:
– Supplying necessary data.
– Providing design feedback.
– Accepting and signing-off on work carried out.
10. PRE-EXISTING SERVICES
- THE CONSULTANT does not accept any liability for the performance of a website, database or any other digital entity/service that has been developed/setup for THE CUSTOMER by anyone other than THE CONSULTANT.
- In the provision of digital services, data backup facilities may be utilised in certain instances.
- In the case of hosting and ancillary services, it is the responsibility of THE CUSTOMER to back up their data, unless they utilise a subscription where THE CONSULTANT creates backups on a schedule agreed between the parties.
- If data is lost as a result of CUSTOMER misuse of the service or mistake, THE CONSULTANT may restore the data for a fee, however they are under no obligation to do so.
- If data is lost as a result of problems with the facilities of THE CONSULTANT they may restore the lost data free of charge.
12. TERMINATION OR SUSPENSION OF WORK AND BREACH
- In the event that THE CUSTOMER frustrates the progress of a PROJECT by failing to fulfil their obligations correctly/timeously then THE CONSULTANT may give 14 days’ written notice to THE CUSTOMER to fulfil his obligations, failing which the contract will be terminated and THE CUSTOMER will be charged for work already carried out.
- Should a CUSTOMER have paid for a PROJECT and work has been suspended due to the customer failing to fulfil his obligations for a period exceeding 12 months, then this contract shall be automatically cancelled and any amounts paid shall be forfeited.
13. PROJECT COMPLETION
- Once a project has been completed / deployed by THE CONSULTANT a Sign-Off Form will be sent for THE CUSTOMER to complete within 7 days. Should a completed Sign-Off Form not be submitted after 7 days, the project will be considered closed. Resolution of any issues detected and brought to the attention of THE CONSULTANT subsequently will be billable.
- No indulgence which any party may give to the other party shall constitute a waiver by the former of any of its rights under this Agreement. Accordingly, that party shall not be precluded, as a consequence of its having granted such indulgence, from exercising any right against the other which may have arisen in the past or which may arise in the future.