General

• The terms and conditions of the Master Services Agreement (MSA) apply mutatis mutandis to this Service Schedule. It is agreed that the terms, definitions, and provisions of the MSA shall prevail over this Service Schedule.
• An order for this proposal will only be accepted after the MSA has been signed by the Customer and 4Sight Systems.
• In the event of a termination of the MSA in whole, all Services shall terminate simultaneously upon the date of termination of the MSA. The Customer shall remain liable for any Charges and Fees up to and including agreed termination date.
• This Service Schedule is in addition to the MSA and shall not operate as a novation or substitution of the MSA, it being the parties intention that the Service Schedule remain in full force and effect on the same terms and conditions, save to the extent that the Service Schedule is amended in the MSA.
• 4Sight Systems reserves the right to cancel this Service Schedule should only part of the Service Schedule be accepted by the Customer.
• Non-Solicitation of Staff
  • It is specifically agreed between the Parties that they shall not directly or indirectly employ (whether on a contractual basis, permanent basis or by secondment) or solicit for employment, nor contract or offer to contract with, any employee, contractor or subcontractor of the other Party who is directly involved with this Agreement, whilst such person is employed, contracted or sub-contracted by the other Party or within 12 (twelve) months of such person ceasing to be an employee, contractor or subcontractor of the other Party, unless the hiring Party obtains the written consent of such other Party.
  • It is specifically agreed between the Parties that if a Party makes an offer of employment or contract (directly or indirectly) to any individual who is an employee or contractor of the other party and who is directly involved in the provision or receipt of Services in any manner, then the offering party will pay the other party a fee equal to the last 12 (twelve) months of total remuneration earned by the individual calculated on a "cost-to-company" basis.

1. Taxes

1.1. All prices and rates included in this proposal exclude applicable duties, levies, and sales taxes, except where specifically indicated.

2. Software

2.1. At contract signing for an outright purchase of the Software, the Charges and Fees are payable on presentation of invoice:

2.1.1. The total amount payable on invoice.

3. Subscription software services

3.1. At contract signing, the following Charges and Fees are payable on presentation of the invoice:

3.1.1. The total amount payable on invoice. 

3.2. Subscription payments

3.2.1. After the initial payment, subsequent payment is due upon presentation of an invoice quarterly in advance.

3.2.2. Services cannot commence or continue where payment has not been received.

3.2.3. Once the environment is created and running, costing will commence.

3.3. Termination

3.3.1. A Subscription with a Subscription period greater than 1 (one) month, may be terminated provided that the Customer pays a cancellation fee equal to 60% (sixty percent) of the Subscription fees otherwise due for the remainder of the Subscription period, but for the termination.

4. Services

4.1. Invoices will be submitted upon completion of agreed milestones (1st invoice on receipt of signed proposal).

4.2. Payment terms for Services are 30 (thirty) days from invoice.

4.3. Invoices that do not match the Service Schedule (price difference) shall be credited in full and invoiced at the accepted Service Schedule price. If unable to execute the Service Schedule at the price stipulated, 4Sight Systems is obliged to contact the Customer for confirmation prior to 4Sight Systems supplying Services and any change to be managed through a formal change control process.

4.4. Change orders constitute any change to the agreed project scope, cost and timelines. The 4Sight Systems project manager will raise a change order and submit the document to the Customer for approval. The change order amount will be invoiced upon sign off of the document.

4.5. Billing rates are reviewed from time to time, and Services are provided at the then-current rate. Rates are reviewed annually but this may occur more frequently where circumstances dictate. Notwithstanding the annual rate review, the rates specified here are guaranteed for 30 (thirty) days from acceptance of this Service Schedule.

4.6. If the Customer causes a delay on the project e.g. infrastructure not ready, Customer resources not available etc. 4Sight Systems reserves the right to invoice at least 80% (eighty percent) of consultant waiting time as work completed.

4.7. 4Sight Systems may invoice 80% (eighty percent) of all work done towards a particular milestone for tasks that have been completed but have not been signed off due to delays caused by the Customer, within 30 (thirty) days of work completion.

4.8. The customer acknowledges and agrees that review, comment and decisions required under 4Sight  (“Systems”) “small work requests” are time sensitive and are critical to maintaining Africa’s response time / service-related enquiries. Accordingly, the customer agrees to respond, and to cause its representatives to respond, within reasonable and customary time intervals. In the event that a timely response is not provided by the customer, Africa may provide written notice to the customer indicating a time period by which a response is required, which period shall be not less than two (2) business days, after which if no response is received then the result shall be a deemed approval of the “small work request” being finalised / completed and deemed formally closed. Please note that Africa’s ability to comply may be impacted by your failure to cooperate or provide necessary information to us. Any further requirements / “small work requests” will thereafter be quoted for separately and billed accordingly.

4.9. The minimum charge for work will be 1 (one) hour plus additional time in increments of 30 (thirty) minutes.          

5. Disbursements

5.1. Disbursements incurred by 4Sight Systems in providing Services to the Customer are recoverable. These Services include travel, travel time, accommodation, subsistence, and a daily out-of-town allowance.

5.2. Invoices for disbursements will be presented to the Customer and are payable within 30 (thirty) days of presentation.

5.3. The daily out-of-town allowance is payable when work is done outside Gauteng province. The allowance must be paid directly to the consultant(s) and is intended to cover “out-of-pocket” expenses and not to cover meals and subsistence.

6. Other

6.1. Rate of Exchange

6.1.1. Please take note that if we have offered licensing pricing in ZAR and Microsoft bills in USD, the amount you pay is determined by the date and the ZAR to USD exchange rate. Exchange rates are not relevant if you choose to pay for the license in USD.

6.1.2. Depending on the time the order is placed, 4Sight will issue an invoice in ZAR at the current exchange rate, and if payment is received within 24 hours of the invoice's issuance, that will be the pricing. Due to fluctuating exchange rates, 4Sight reserves the right to amend the licensing invoice should you experience a delay in processing the payment.

6.2. Ownership

6.2.1. Warranty and service callouts will only be carried out for Customers whose accounts are in good standing with 4Sight Systems.

6.3. Validity

6.3.1. The terms of this Service Schedule will be valid for a period of 30 (Thirty) days from submission.