PLEASE READ THESE SERVICE TERMS & CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS.
Last Updated: March 15, 2018
Paresco provides various Services, in the form of Professional Contracting Services, Maintenance Services, and Managed Services (collectively, the “Services”), which Services are more fully described at www.Paresco.co.za and any other websites through which Paresco makes the Services available. By accepting a Paresco quote or proposal for Services, or by engaging with Paresco for Services delivery based on the quote or proposal (“Services Proposal”), you agree to comply with and be legally bound by the terms and conditions of these Services Terms & Conditions (“Terms”).These Terms govern your use of the Services and constitute a binding legal agreement between the Customer and Paresco. If you do not agree to these Terms, you are not entitled to continue using such Services.
Paresco reserves the right, at its sole discretion, to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Paresco Website or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to use the Services after we have posted a modification on the Paresco Website or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.
- In the performance of the Services, employees of each party may be exposed to confidential information and materials of the other party. Both parties agree for themselves and all of their employees (and sub-contractors, if applicable and on a reasonable basis) that such information shall be kept confidential and not disclosed to third parties. Items will not be considered to be Confidential Information.
- already available to the public other than by a breach of this Agreement;
- rightfully received from a third party not in breach of any obligation of confidentiality
- independently developed by personnel or agents of one party without access to the Confidential Information of the other
- proven to be already know to the recipient at the time of disclosure
- produced in compliance with applicable law or order, and gives the disclosing party an opportunity to object to and/ or attempt to limit such production. Unless absolutely necessary, the Customer shall not disclose to Paresco any personally identifiable information related to the Customers employees or clients (“Personal Information”). When the Customer is required to provide Personal Information to Paresco, the Customer shall notify Paresco and comply with all applicable laws and either
- convert the Personal information into fictitious test data, or
- encrypt the Personal Information and forward to Paresco the appropriate de-encryption key/ technology.
- The Customer is prohibited, for the duration of this Agreement and for twelve months afterwards from hiring Paresco’s employees who were engaged with Services for the Customer.
- Paresco warrants that it will take all reasonable steps to ensure that the Services delivered will be performed by qualified personnel in a professional manner conforming with the generally accepted industry standards and practices.
- Except as expressly set out in the Services Proposal, all warranties, conditions, representations and terms whether express or implied by statute, common law, custom, trade usage, or otherwise, including without limitation any implied terms, conditions or warranties of satisfaction quality, fitness for a purpose or non-infringement are hereby excluded to the fullest extent permitted by law. Paresco does not warrant the results of any Services. Notwithstanding the basis on which any legal action may be brought (whether under statute, contract, indemnity, delict or otherwise), under no circumstances shall Paresco be liable to the Customer for any of the following types of loss or damage arising under or in relation to the Servicers Proposal or these Terms.
- any loss or inaccuracy of data,
- loss of profits,
- loss of business,
- loss resulting from business disruption,
- loss of contracts,(vi) loss of revenue,
- loss of anticipated savings,
- loss of goodwill,
- loss of reputation,
- payments made to third parties,
- lost or wasted management time or of other employees or contractors,
- charges levied by any third parties,
- any additional bank borrowings or charges relating to bank borrowings,
- costs of recovering debt (regardless of whether due) or
- any administrative costs (regardless of whether these types of loss or damage listed in this sub paragraph
- are a direct, indirect, special or consequential) or
- any indirect, special, incidental or consequential losses or damages whatsoever, even if such party has been advised of the possibility of such losses or damages. To the extent that the Customer suffers any direct loss under or in connection with the Services Proposal or these Terms (whether under statute, contract, indemnity, delict or (otherwise) which is not excluded under clause
- above this paragraph and for which Paresco is liable in law, the total aggregate liability (direct loss only) of Paresco to the Customer shall not exceed the fees paid by the Customer under a Services Proposal.
- Notwithstanding any other clause in these Terms or the Services Proposal, Paresco shall not be liable for any death or personal injury caused by its negligence or for any liability which cannot be excluded by law. This section shall survive the termination of these Terms or the Services Proposal.
- Paresco may use certain Paresco proprietary software and documentation (“Paresco Toolkit”) in performing the Services. The Paresco Toolkit is owned by Paresco or its suppliers who shall always retain all rights, title and interest therein. The Customer agrees not to use it for any purpose, relicense, copy in whole or in part, (except for an archival copy or copies made during automatic backups), modify, reverse engineer, decompile or disassemble the Paresco Toolkit. Access shall be restricted to those expressly authorized by Paresco in writing. Any information gained by such use shall be treated as Confidential Information. Upon termination of the Services, Paresco will remove the Paresco Toolkit from the system including archival or automatic backup copies. The Customer agrees to certify in writing to Paresco that no other copies of the Paresco Toolkit remain in their possession.
- These Terms will be subject to the laws of South Africa and both parties irrevocably submit to the exclusive jurisdiction of the courts of South Africa.
- This agreement may not be assigned by the Customer without the prior written consent of Paresco. Paresco may assign all or any of its rights and obligations under the Services Proposal upon providing written notice to the Customer.
- No variation of these Terms or of the Services Proposal will be enforced against either party unless such party gives its express consent in writing by an officer of such party.