Terms &
Conditions

Introduction and acceptance

1.1These terms and conditions (“Terms”) govern every quotation, order, service and product supplied by Koppel Information Technologies (Pty) Ltd, registration number 2023/927034/07 (“KOPPEL”, “we”, “us”, “our”), to any client (“the Client”, “you”, “your”).

1.2The Client accepts these Terms by signing a quotation or service agreement, paying an invoice, instructing KOPPEL to proceed in writing (including by email or message), or by using any of the Services. Acceptance by any of these means is binding.

1.3Where a signed service agreement or quotation contains terms that differ from these Terms, the signed document prevails to the extent of the difference only.

1.4KOPPEL may amend these Terms from time to time. Amended Terms will be published on our website and notified to the Client at least 30 days before they take effect. Continued use of the Services after that date constitutes acceptance.

1.5Definitions. In these Terms, unless the context indicates otherwise:

1. “Agreement” means these Terms together with any accepted quotation, order form or service agreement.
2. “Business Day” means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa.
3. “Business Hours” means 08:00 to 17:00 on Business Days.
4. “Client Data” means all data, content, files and information supplied by or processed on behalf of the Client.
5. “CPA” means the Consumer Protection Act 68 of 2008.
6. “Deliverables” means websites, software, designs, documents, configurations and other work products produced by KOPPEL for the Client.
7. “ECTA” means the Electronic Communications and Transactions Act 25 of 2002.
8. “Fees” means the amounts payable for the Services, as set out in the quotation, invoice or published price list.
9. “Platform” means any software, web application or system that KOPPEL hosts and operates on its own infrastructure for the Client, whether built for the Client or made available to the Client as a service.
10. “POPIA” means the Protection of Personal Information Act 4 of 2013.
11. “Services” means the software and SaaS development, Platforms, website design and development, hosting, email, domain registration, business phone systems (VoIP), network design and cabling, Wi-Fi and internet connectivity, CCTV installation, Microsoft 365 and Google Workspace services, IT support, managed services, remote monitoring and management, software and hardware supply, and any other services or goods supplied by KOPPEL.
12. “Third-Party Provider” means any supplier, licensor, registrar, data centre, software vendor or network operator whose products or services form part of the Services.

1.6Headings are for convenience only. Words in the singular include the plural and vice versa. A reference to a person includes a company, close corporation, trust or other entity.

Services, quotations and scope

2.1Quotations are valid for 14 days from the date of issue unless stated otherwise. Prices for hardware, software licences and third-party services are subject to supplier price and exchange rate changes until the order is confirmed and paid.

2.2The scope of each project is limited to what is expressly set out in the accepted quotation. Any work requested outside that scope, including additional pages, features, revisions beyond the stated number, content loading or integrations, is additional work and will be quoted or billed at KOPPEL’s prevailing hourly rate.

2.3Unless stated otherwise, a website or design quotation includes two rounds of revisions per stage. Further revisions are billed as additional work.

2.4Delivery dates are estimates made in good faith. KOPPEL is not liable for delays caused by late supply of content, approvals, access or payment by the Client, or by any Third-Party Provider.

2.5Where the Client does not supply required content, feedback or approval within 30 days of a written request, KOPPEL may treat the relevant stage as complete and invoice accordingly. A project that remains on hold for more than 60 days may be closed, and resuming it may incur a re-start fee.

2.6A Deliverable is deemed accepted when the Client approves it in writing, puts it into live use, or does not report a material defect within 7 days of delivery.

2.7KOPPEL may appoint subcontractors to perform any part of the Services and remains responsible for their performance under this Agreement.

2.8Quotations, including their pricing, designs and specifications, are confidential and remain KOPPEL’s property. They may not be shared with third parties to obtain competing quotes without KOPPEL’s written consent.

Fees, invoicing and payment

3.1All prices are quoted in South African Rand. KOPPEL is not registered as a VAT vendor and does not charge VAT. If KOPPEL becomes registered, VAT will be added to Fees at the prevailing rate from the registration date.

3.2Unless otherwise agreed in writing:

1. Quoted work, including projects, is payable in full before work starts. Where KOPPEL agrees in writing to a different arrangement, hardware, software licences and other items bought for the Client must still be paid in full before KOPPEL orders them, and the balance is invoiced on completion.
2. Unquoted ad hoc work is invoiced once the work is done, at the prevailing hourly rate in minimum increments of 30 minutes, plus travel.
3. Monthly services (hosting, email, Platforms, support contracts, monitoring, phone systems, internet connectivity, domains and licences) are invoiced by the 20th of each month for that month’s services, together with usage charges, such as call minutes, for the period up to the 19th.

3.3All invoices, including monthly and ad hoc invoices, are payable within 7 days of the invoice date, unless a different due date is agreed in writing, such as a due date stated on the invoice. Payment must be made by EFT, debit order or another method KOPPEL accepts, using the client number shown on the invoice as the payment reference. Payment is made only when the full amount reflects as cleared funds in KOPPEL’s bank account. The Client bears its own bank charges.

3.4A late payment fee of 2% of the overdue amount is added for each month, or part of a month, that an invoice remains unpaid after its due date. The fee compounds monthly until the account is paid in full, but the total late payment fees on any amount will not exceed that unpaid amount, in line with the in duplum rule.

3.5If an invoice is still unpaid 7 days after its due date, KOPPEL may suspend some or all of the Services until the account is settled in full. The payment reminders KOPPEL sends after the due date serve as written notice of this. Suspended Services may incur a reconnection fee, and Fees remain payable during any suspension.

3.6The Client is liable for all reasonable collection costs, including legal fees on the attorney and own client scale and tracing fees, incurred by KOPPEL in recovering overdue amounts.

3.7Retention of ownership.

1. All goods, hardware, equipment, software licences and Deliverables supplied under a quotation remain the property of KOPPEL until the full quoted amount, including any late payment fees and costs, has been paid.
2. Risk of loss, theft or damage passes to the Client on delivery. Until ownership passes, the Client must keep the goods insured, in good condition and identifiable as KOPPEL’s property.
3. Until ownership passes, the Client may not sell, lend, hire out, pledge or otherwise encumber the goods, or allow them to become attached to immovable property in a way that affects KOPPEL’s ownership.
4. If any amount is overdue, KOPPEL may, after written notice, disable or revoke software licences, subscriptions and remote access, and recover the goods. The Client consents to KOPPEL entering its premises during Business Hours for this purpose and must give reasonable access.
5. If the goods are attached by a creditor of the Client, or the Client’s landlord asserts a hypothec over them, the Client must immediately tell that person that the goods belong to KOPPEL and notify KOPPEL in writing.

3.8Recurring Fees may be adjusted annually, or when a Third-Party Provider increases its prices, on 30 days’ written notice.

3.9The Client may not withhold or set off any amount owed to KOPPEL against any claim it has or believes it has against KOPPEL.

3.10Any query about an invoice must be raised in writing within 7 days of the invoice date, failing which the invoice is deemed correct. The undisputed portion of an invoice remains payable on the due date.

Client obligations

4.1The Client must:

1. Give KOPPEL timely access to premises, systems, accounts, credentials and staff reasonably needed to perform the Services.
2. Supply accurate, complete and lawful content and information, and obtain all rights and consents needed for KOPPEL to use it.
3. Keep its passwords and login details confidential and tell KOPPEL immediately of any suspected unauthorised access.
4. Keep its own up-to-date backups of all Client Data, unless backup is expressly included in the Services, and even then keep at least one independent copy of business-critical data.
5. Use only properly licensed software on its systems, and not ask KOPPEL to install unlicensed or pirated software.
6. Follow KOPPEL’s reasonable instructions on security, updates and use of the Services.
7. Keep its contact and billing details current.
8. Make sure a suitably authorised person approves work, quotations and changes on its behalf.

4.2KOPPEL is not responsible for any failure or delay caused by the Client not meeting these obligations, and any additional work this causes is billable.

Hosting, platforms, phones, connectivity and acceptable use

5.1Domain names are registered in the Client’s name as registrant, through the relevant registry and accredited registrar. Domain registration and renewal are subject to the rules of the registry. Domain names renew automatically and are billed on the Client’s monthly invoice. To cancel a renewal, the Client must tell KOPPEL in writing at least 30 days before the renewal date. KOPPEL is not liable for the loss of a domain where renewal fees are unpaid at the renewal date.

5.2Hosting and email accounts are subject to the disk space, bandwidth and mailbox limits of the selected package. Use above those limits may be billed or require an upgrade.

5.3The Client may not use the Services, or allow them to be used, to:

1. break any law, including laws on copyright, privacy, electronic communications and cybercrime;
2. send unsolicited bulk email (spam) or messages that breach POPIA or ECTA;
3. host or distribute malware, phishing pages, illegal content, or material that is defamatory, obscene or promotes hatred;
4. attempt to gain unauthorised access to any system, or probe, scan or test the vulnerability of any network without written permission;
5. place excessive load on shared infrastructure that degrades service for other clients.

5.4KOPPEL may suspend any account or content that breaches clause 5.3, or that has been compromised, without prior notice where needed to protect its systems, other clients or third parties. KOPPEL will notify the Client as soon as reasonably possible.

5.5On termination of hosting or email services, Client Data will be kept for 30 days, after which it may be permanently deleted. The Client is responsible for retrieving its data before then. Data exports requested after termination are billable.

5.6Third-party software, platforms and licences (including Microsoft 365, Google Workspace, antivirus and backup products) are subject to the vendor’s own terms, which the Client agrees to by using them.

5.7Platforms. KOPPEL hosts, maintains, updates and backs up each Platform on its own infrastructure for as long as the hosting service is active, and hosting is billed as a monthly service. The Client owns its Client Data in the Platform and may ask for an export of it in a standard format (such as CSV or a database export) at any time while the service is active and for 30 days after it ends, in line with clause 5.5.

5.8Phone systems. KOPPEL’s phone systems are cloud-hosted, so they keep running during load shedding and power failures. To make and receive calls, the Client needs a working internet connection and power to its own network equipment and phones. KOPPEL is not responsible for interruptions caused by the Client’s internet connection, power supply or equipment. Call charges are billed at the rates in the quotation or price list, as set out in clause 3.2(c). Number porting is subject to the rules and timelines of the network operators involved.

5.9Internet connectivity. Connectivity is supplied through Third-Party Providers. Advertised speeds are maximum speeds and actual speeds depend on location, coverage, line conditions and network load. KOPPEL does not guarantee any particular speed or uninterrupted service.

5.10CCTV. KOPPEL designs, installs and configures CCTV systems to the agreed specification. The Client is responsible for the lawful use of the system and its recordings, including displaying the required notices, how long footage is kept and who may view it, in line with POPIA.

Support, maintenance and service levels

6.1Support is provided during Business Hours unless the Client’s service agreement includes after-hours cover. Work done outside Business Hours at the Client’s request is billed at 1.5 times the standard hourly rate, and at 2 times on Sundays and public holidays.

6.2Support requests must be logged through KOPPEL’s helpdesk, support email or telephone line so they can be tracked. Response times in a service agreement run from the time the request is logged.

6.3Monthly support and monitoring contracts cover only the devices, users and services listed in the agreement. Projects, new installations, relocations, hardware repairs and work on unlisted equipment are billed separately.

6.4KOPPEL will use reasonable efforts to keep hosted and managed services available, but does not guarantee uninterrupted or error-free operation. Scheduled maintenance will, where possible, be performed outside Business Hours with advance notice.

6.5Remote monitoring and management software installed by KOPPEL remains KOPPEL’s property or that of its licensor, and must be removed or returned when the Services end.

6.6Visits to the Client’s premises are billed for travel at the prevailing rate per kilometre, to the site and back, in addition to time on site.

Intellectual property

7.1The Client keeps ownership of all content, logos, trademarks and Client Data it supplies.

7.2Once all Fees for a project are paid in full, ownership of the Deliverables created specifically for the Client passes to the Client. Until then, KOPPEL retains ownership and may withhold or disable the Deliverables.

7.3KOPPEL keeps ownership of its pre-existing tools, code libraries, templates, scripts, frameworks and know-how used to create the Deliverables (“KOPPEL Materials”). The Client receives a non-exclusive, perpetual licence to use KOPPEL Materials as part of the Deliverables.

7.4Third-party components such as open-source software, plugins, themes, fonts and stock images remain subject to their own licences. Paid licences bought for the Client are passed through on the vendor’s terms.

7.5Unless the Client asks otherwise in writing, KOPPEL may place a discreet credit link on websites it builds and may show completed work in its portfolio and marketing.

7.6The Client indemnifies KOPPEL against any claim that content or material supplied by the Client infringes the rights of a third party.

7.7Where the Client pays a once-off build fee for a system, the system is a Deliverable and clause 7.2 applies, even while KOPPEL hosts it. Where the quotation instead provides for usage or transaction-based Fees, such as a percentage of sales, in place of a full build fee, KOPPEL keeps ownership of the system and its code, and the Client may use it for its own business for as long as the Agreement for that system is active.

Confidentiality and personal information

8.1Each party will keep confidential all non-public information it receives from the other, and will use it only to perform this Agreement. This duty does not apply to information that is public, already lawfully known to the receiving party, or must be disclosed by law or court order. It survives termination.

8.2Where KOPPEL processes personal information on the Client’s behalf, the Client is the responsible party and KOPPEL is the operator, as defined in POPIA. KOPPEL will:

1. process that personal information only on the Client’s documented instructions and to provide the Services;
2. keep it secure with appropriate, reasonable technical and organisational measures;
3. ensure that its staff and subcontractors are bound by confidentiality;
4. notify the Client without undue delay if it has reasonable grounds to believe the personal information has been accessed or acquired by an unauthorised person;
5. return or delete it at the end of the Services, subject to clause 5.5 and any legal duty to retain it.

8.3The Client warrants that it has a lawful basis for any personal information it gives KOPPEL to process.

8.4KOPPEL processes the Client’s own contact and billing information to administer the account, as described in its privacy policy.

8.5KOPPEL may access Client systems and data only as needed to perform the Services. Where Services involve storing data with a Third-Party Provider outside South Africa (such as cloud email or backup), the Client consents to that cross-border transfer, subject to the protections required by POPIA.

Warranties and limitation of liability

9.1KOPPEL will perform the Services with reasonable skill and care, in line with generally accepted industry practice.

9.2Hardware and software are covered only by the manufacturer’s or vendor’s warranty. KOPPEL will assist with warranty claims, and handling and courier costs for claims may be billed. Warranties are void where goods have been misused, tampered with, damaged by power surges, lightning, liquids or negligence, or repaired by anyone other than KOPPEL or the manufacturer.

9.3Defects in Deliverables reported within 30 days of acceptance will be corrected free of charge. Problems caused by later changes by the Client or third parties, software or browser updates, or third-party plugins and services are excluded.

9.4Except as stated in these Terms, and to the extent the law allows, all other warranties, express or implied, are excluded. No system can be made fully secure, and KOPPEL does not warrant that the Services will prevent all security breaches, malware or data loss.

9.5KOPPEL is not liable for any indirect, special or consequential loss, including loss of profit, revenue, business, goodwill or data, however caused, even if KOPPEL was told such loss was possible.

9.6KOPPEL’s total liability arising from or in connection with this Agreement, whether in contract, delict or otherwise, will not exceed:

1. for monthly services, an amount equal to the Fees the Client paid for the affected Service during the 3 months immediately before the event that gave rise to the claim; and
2. for once-off work, projects and goods, an amount equal to the Fees the Client paid for that specific work, project or order.

9.7KOPPEL is not liable for any failure, outage or loss caused by a Third-Party Provider, including registrars, data centres, network operators and software vendors.

9.8Nothing in these Terms limits liability for gross negligence, fraud or wilful misconduct, or any right the Client has that cannot lawfully be excluded.

Term, cancellation and termination

10.1Monthly services continue month to month until either party cancels them with one full calendar month’s written notice. Fixed-term agreements run for the stated term and then renew month to month unless cancelled with one full calendar month’s written notice before the term ends.

10.2Where the Client cancels a fixed-term agreement early, the Client must pay the Fees for the rest of the term, or a reasonable cancellation charge where the CPA applies to the Client.

10.3Where the Client cancels a project after work has started, the Client must pay for all work done up to the cancellation date. Items already ordered for the Client cannot be cancelled or refunded.

10.4Annual services, domain registrations and software licences bought for the Client cannot be refunded once ordered.

10.5Either party may end the Agreement immediately by written notice if the other party:

1. commits a material breach and does not remedy it within 7 days of written notice; or
2. is placed in liquidation or business rescue, compromises with its creditors, or has a judgment against it that remains unpaid for 14 days.

10.6On termination, all outstanding amounts become immediately payable. KOPPEL will hand over the Client’s credentials, data and paid-for Deliverables once the account is settled in full. Handover and migration work is billable.

10.7Where ECTA or the CPA gives a consumer a cooling-off right, that right applies, except for goods or services made to the Client’s specifications, or services the Client asked KOPPEL to begin within the cooling-off period.

General provisions

11.1Force majeure. Neither party is liable for failing or being late to perform, other than a duty to pay, where the cause is beyond its reasonable control. This includes load shedding and other power failures, natural disasters, fire, flood, strikes, civil unrest, pandemics, government action, cable cuts and failures of Third-Party Providers. If the event lasts more than 30 days, either party may end the affected Service on written notice.

11.2Disputes. The parties will first try to settle any dispute through good-faith talks between senior representatives within 14 days of written notice of the dispute. Either party may then refer it to mediation or to a court with jurisdiction. Nothing in this clause stops a party from seeking urgent relief from a court.

11.3Jurisdiction. The Client consents to the jurisdiction of the Magistrates’ Court for any claim arising from this Agreement, even where the amount exceeds that court’s ordinary jurisdiction. KOPPEL may instead choose to approach the High Court.

11.4Governing law. This Agreement is governed by the laws of the Republic of South Africa.

11.5Certificate of balance. A certificate signed by a director or manager of KOPPEL, stating the amount owed by the Client, is prima facie proof of that amount.

11.6Non-solicitation. During the Agreement and for 12 months after it ends, the Client may not employ or engage, directly or indirectly, any KOPPEL employee who worked on its account without KOPPEL’s written consent.

11.7Whole agreement. This Agreement is the whole agreement between the parties on its subject matter. No variation, waiver or cancellation is binding unless in writing. A relaxation or delay in enforcing any right is not a waiver of it.

11.8Severability. If any provision is found invalid or unenforceable, the rest of the Agreement remains in force.

11.9Cession. The Client may not cede or assign its rights or obligations without KOPPEL’s written consent. KOPPEL may cede its rights, including its right to receive payment.

11.10Consumer Protection Act. Where the CPA applies to the Client, nothing in these Terms is intended to limit any right the Client has under it, and these Terms must be read to comply with it.

Notices and contact details

12.1Notices to KOPPEL must be sent to the email address below. Notices to the Client will be sent to the email address on its account. Either party may change its notice address by giving 7 days’ written notice.

12.2Notices may be sent by email and are deemed received on the next Business Day after sending, unless the sender receives a delivery failure. Notices delivered by hand are deemed received on delivery.

12.3KOPPEL’s details: