Standard Terms and Conditions

 

1. Introduction

1.1 UniWatch has agreed to provide monitoring services and /or install equipment for the customer on the following terms and conditions.
1.2 Upon completion of the installation, UniWatch will load the customer onto it’s data base, and commence monitoring services in accordance with prescribed protocol, and written customer instructions, which shall signify the customer’s acceptance of these terms and conditions of use, which will form a binding agreement between the customer and UniWatch.

2. Interpretation

For the purposes of this agreement –

2.1 “UniWatch” means UniWatch c.c.
2.2 “Services” means monitoring and website access to data described herein provided by UniWatch to the customer in accordance with the terms and conditions contained herein.
2.3 “Duration” means the period for which the customer subscribes for the monitoring service.
2.4 “Customer” means the party who has purchased the monitoring services and/or equipment from UniWatch.
2.5 “Equipment” means the equipment installed by UniWatch and supplied to the customer.
2.6 “Monitoring fees,” means the periodic fee payable by the customer to UniWatch.

3. Services

3.1 The parties record that UniWatch have agreed to provide a monitoring service to the customer.
3.2 The parties agree that UniWatch will allow the customer access to the UniWatch web site, for the purpose of extracting, and reviewing it’s data.

4. Equipment

The parties record that in the event of equipment being installed by UniWatch for the customer –

4.1 The equipment, as purchased by the Customer, shall be payable on presentation of an invoice.
4.2 The transmission equipment shall remain the property of UniWatch.
4.3 Once the equipment has been installed for the customer, all risk will pass to the customer.
4.4 It is specifically recorded that any transmission equipment, remains the property of UniWatch.
4.5 It is specifically recorded that the customer shall be responsible for all equipment as contemplated in 4.3, and shall ensure it’s safe keeping, and undertakes to pay UniWatch for replacement, or damage caused to this unit whatever the cause.
4.6 It is recorded that on expiry of the contract, the customer will return the equipment to UniWatch in sound condition, and good working order.

 5. Service availability

5.1 UniWatch shall use reasonable endeavors to keep the services available at all times. However, the customer agrees that UniWatch shall not be liable to the customer or any other person whatsoever in respect of any loss or damages caused by or arising from the unavailability of, or any interruption in the services for any reason whatsoever.
5.2 UniWatch shall use it’s best endeavors to notify the customer of any maintenance and repairs which may result in the services being unavailable, but do not warrant that such notice will be given in advance.
5.3 Neither the customer nor any other person shall have any claim against UniWatch for any direct, consequential, incidental, indirect or special loss or damages including (without being limited to), loss or damage to product or other pecuniary loss, arising from the unavailability of, or interruption in the services, regardless of whether such claim is based on breach of contract, delict, breach of implied warranties or otherwise and even if the possibility of such loss or damages could have been foreseen.

6 Duration

6.1 This agreement shall, save as expressly indicated to the contrary, commence upon acceptance of the application by UniWatch and shall continue indefinitely thereafter, provided that either party shall be entitled to terminate this agreement, by giving 1 (one) period’s written notice of termination.

7. Monitoring Fees

7.1 The customer, in accordance with the accepted quotation, agrees to pay such charges as levied by UniWatch from time to time as follows.
7.2 Monitoring fees shall be payable by the customer to UniWatch, quarterly in advance.
7.3 Pro-rata charges, should this be applicable, will be charged for the first month.
7.4 In order for UniWatch to activate the customer’s account, the installation invoice and the first three months monitoring fees, together with any other charges due shall be paid into UniWatch’s nominated bank account.
7.5 In the event the customer fails to pay any charges, UniWatch shall be entitled to suspend the services, in whole or in part (at UniWatch’s discretion) from the date when payment was due.
Notwithstanding anything to the contrary contained herein;
7.6 UniWatch shall have the right, by written notice to the customer, at all times during the period of this agreement to vary the charges and fees payable by the customer to UniWatch.
7.7 All payments to be made by the customer to UniWatch shall be made free of deduction, bank charges or commission, strictly on the due date for the payment thereof, time for payment being of the essence of this agreement.
7.8 Should the rate of value-added tax or such other similar taxation be varied from time to time, the payments to be made by the customer to UniWatch shall be adjusted accordingly.

8. Indemnity

The customer hereby unconditionally and irrevocably indemnifies UniWatch and agrees to hold UniWatch free from all loss, damages, claims and/or costs, of whatsoever nature suffered or incurred by UniWatch or instituted against UniWatch as a direct or indirect result of;
8.1 The customer’s use of the monitoring service.
8.2 The customer’s failure to comply with any provision of this agreement or any other requirements which UniWatch may impose from time to time; and,
8.3 Any unavailability of, or interruption in the services, as contemplated in clause 5 above.

9. Termination

Should the customer be in breach of any provision of this agreement, then UniWatch shall be entitled, without prejudice to any other rights it may have and without notice to the subscriber, to forthwith;
9.1 Claim immediate payment of all outstanding amounts payable in terms of this agreement; and/or suspend the subscriber’s access to the services; and/or
9.2 Terminate this agreement, retain all amounts already paid by the customer and recover all costs incurred by UniWatch, including (without being limited to) legal costs on an attorney and own client basis.

10. Assignment

10.1 The customer shall not cede, assign or delegate or in any manner whatsoever transfer any of its rights or obligations under this agreement without the prior written consent of UniWatch, which should not be unreasonably withheld..
10.2 UniWatch shall be entitled to cede, assign, transfer or delegate all or any of their respective rights or obligations under this agreement to an affiliate of UniWatch respectively or to any third party without the subscriber’s consent.

11. General

11.1 This document, read with the accepted quotation and the customer data form constitutes the sole record of the agreement between the parties in regard to the subject matter hereof and UniWatch shall not be bound by any express, tacit or implied terms, representation, warranty promise or the like if not recorded herein.
11.2 Save as otherwise specifically provided herein, and in particular in relation to UniWatch’s right to vary its charges and fees from time to time, no addition, variation, or consensual cancellation of this agreement shall be of any force or effects unless in writing and signed by or on behalf of the parties.
11.3 No indulgence, which UniWatch may grant to the customer, shall constitute a waiver of any of the rights of UniWatch who shall not thereby be precluded from exercising any rights against the customer which may have arisen in the part or which might arise in the future.
11.4 All notices, consents, advice or other communication by the parties, shall be in writing and unless in writing, shall be deemed not to have been given or made. For such purpose “writing” shall be deemed to include telegrams, facsimile, telecommunications (which have been successfully transmitted) and any electronically delivered data message in accordance with the provisions of the Electronic Communications and Transactions Act, 2002.
11.5 These terms and conditions will be governed, construed and take effect in all respects in accordance with the laws of the Republic of South Africa.
11.6 The customer chooses as its domicilium citandi et executandi for all purposes arising from this agreement, the address set out in the customer data form and any notice given by UniWatch to the customer at such address by prepaid registered post shall be deemed to have been received by the customer and brought to its notice on the 7th (seventh) day after the date of posting.
11.7 The customer shall be liable for all costs as between attorney and client, which are incurred by UniWatch in the pursuance of its right under this agreement. Such costs shall include the cost of tracing as well as collection commission.
11.8 The customer shall provide a valid email address at all times in order that communications from UniWatch with regard to services and accounts can be communicated to this email address.
11.9 The obligation rests with the customer to notify UniWatch of any changes to their email address.