How to read this agreement
The Agreement between ChatRobotix and the Client consists of the Service Order(s), and this document. The Goods and Services provided by ChatRobotix will be described in the Service Orders and the General Terms apply to all Services. If the Parties agree to a Service Level Agreement or an annexure, these will also be part of the Agreement. In case of a conflict between any of these documents, the order of precedence will be: General Terms (this document), Service Order, Acceptable Use Policy, and Service Level Agreement, unless stated otherwise in writing.
Applications and Initiation
ChatRobotix will provide the Goods and Services to the Client based on the Application or Service Order in the Agreement. ChatRobotix has the right to refuse Services based on the Client’s prior conduct. The Application must be submitted via the ChatRobotix Website or ClientZone, and once accepted, it becomes a Service Order. Each Service Order is a separate contract between the Client and ChatRobotix unless amended or renewed. A credit check may be required, and the Client’s payment record may be provided to a credit bureau. For juristic persons, officers may need to stand surety for the Client’s obligations. Depending on the Service provided, ChatRobotix may need certain information and documents from the Client. If the Client doesn’t comply, ChatRobotix may delay or terminate the Agreement. The Services’ commencement is subject to a seven-day cooling-off period that will be interrupted if the Service is made available during that period.
The Client agrees to provide true and accurate information to ChatRobotix, and ChatRobotix may ask for proof of any statements. The Client also agrees to provide any necessary information required for the selected Services and consents to the use or sharing of this information with third parties to comply with regulatory conditions. ChatRobotix may request verification of the Primary Account Holder’s identity at any time, and failure to do so may result in suspension or cancellation of the product(s) and Services. The Client certifies that they have full contractual capacity and are authorized to contract on their behalf. ChatRobotix may suspend or terminate users who improperly use features of their system or engage in behavior that violates the Acceptable Use Policy or is offensive. The Service Order(s) and this Agreement will be governed by the laws of South Africa, and the courts of South Africa will decide any disputes. If any terms of this document are found to be invalid or unenforceable, those terms will be removed, and the remaining terms will still be valid. ChatRobotix reserves the right to remove any illegal or AUP-contrary content hosted by the Client or for which it has received a takedown notice.
Terms Subject to Change
Interactions with Staff and ChatRobotix Brand:
Clients are responsible for their behavior towards ChatRobotix staff and in public forums, especially if it involves allegations or malicious conduct towards ChatRobotix or its staff. Abusive behavior, such as aggression, bullying, offensive language, threats, humiliation, or intimidation, whether on a forum or directed at ChatRobotix or its staff, will not be tolerated and may result in suspension or termination of services for violating the Acceptable Use Policy. Clients who use public platforms to spread libel, false allegations, or unfairly diminish the reputation of the ChatRobotix brand or its staff may have their services suspended or terminated, depending on the severity and circumstances of the incident, and may also be considered a violation of the Acceptable Use Policy.
ChatRobotix cannot guarantee providing the requested service upon receiving an application. The provision of service is subject to ChatRobotix confirming its technical feasibility. Applicants will receive formal notification after submitting an application regarding the feasibility of providing the service.
Services and Products Selection
Clients can only apply and sign up for ChatRobotix products and services online through our website. It’s the client’s responsibility to ensure that their selection conforms to their needs, and ChatRobotix won’t be liable for any compensation, costs, or damages resulting from incorrect selection or delayed rectification. The sign-up process for products and services includes a cooling-off period, as described in section 44 of the ECT Act. 9ChatRobotix offers services based on the information provided by the client, without any warranty as to suitability beyond the expressed requirements. ChatRobotix may discontinue certain services if necessary, and will either provide the service for the remaining paid period or issue a refund for that package.
Payment and Penalties
ChatRobotix reserves the right to change its prices after giving reasonable notice of not less than 30 days for month-to-month agreements. ChatRobotix accepts only Debit Order and Visa/Mastercard payments for month-to-month services unless alternative payment arrangements are made and approved at ChatRobotix’s discretion. Clients must pay the monthly Fee in advance on or about the first Business Day of the month via debit order payments or Visa/Mastercard payments. ChatRobotix is not liable for delays or suspensions of services resulting from the use of non-approved payment methods.
If a Client’s debit order bounces for any reason, ChatRobotix can resubmit
the debit order at any time. Non-payment of any Fee by its due date, whether as
a result of unpaid Debit Orders, declined cards, or any other cause, may result
in immediate suspension of services. ChatRobotix has the right to suspend any
Services for non-payment and may withhold such Services until all arrears are
settled in full on any and all products and Services.
Services suspended for non-payment of Fees will remain suspended until
payment is made, and the Client will not be credited for data or Services
during the period of suspension. If a Client remains in default of a monthly
Fee for two consecutive calendar months, ChatRobotix may terminate the
agreement with immediate effect. The Client is liable for all Fees and charges
for any period of suspension.
If a Client settles the unpaid Fee, ChatRobotix will reconnect the Client
as described in the terms. ChatRobotix may charge an Admin Fee for failed or
returned payments, regardless of the payment method or the reason for
non-payment. Admin Fees are payable immediately and in conjunction with the
outstanding fees which resulted in non-payment. Admin Fees are calculated based
on the number of incidents of non-payment on the Client’s payment record.
Non-payment of Admin Fees will be considered non-payment and subject to the
same terms. Once levied, Admin Fees are not recoverable or reversible,
regardless of whether payment is made within the prescribed period.
If the Client’s Services are suspended or terminated for any reason,
including non-payment, ChatRobotix may charge a Reconnection Fee for subsequent
reactivation of services as described in ClientZone. Reconnection Fees are
payable in full before any services can be reactivated, once suspended.
ChatRobotix may charge multiple reconnections Fees where multiple products are
affected and may charge “escalating” penalties for repeated
non-payment offenses. Any prior leniency shown in this regard will not
prejudice ChatRobotix’s right to enforce such penalties in full at any time
within their discretion. Reconnection of Services may be subject to a waiting
period of up to 72 hours, at ChatRobotix’s discretion, regardless of when
payment is received or cleared. In cases of suspension of Services due to
non-payment, ChatRobotix reserves the right to levy both Reconnection Fees and
Admin Fees. Any and all penalty fees must be settled in full before
reconnection of affected services.
Both Admin and Reconnection fees will not exceed R500, charged on a
sliding scale based on the number of incidents of non-payment. The amount is
based on a reasonable estimation of accumulated administrative costs, such as
labor, bank penalties, and resubmission charges levied by payment carriers.
In case of billing disputes, the Client must raise such disputes in good
time through the complaints procedure set out in these terms to prevent
interruption of services while the billing is in dispute. Reparations will be
made to Clients with successful disputes by means of an account credit or
refund, at ChatRobotix’s discretion.
ChatRobotix reserves the right to terminate services where a Client
repeatedly disregards payment terms and fails to make regular scheduled
payments on time and using approved payment methods. The conditions of
Debit Order Authorization
By accepting these terms, you authorize ChatRobotix to debit your nominated bank account or Visa/Mastercard for the selected products or services on sign-up for a calculated pro-rata amount and monthly thereafter. The amount debited will settle the monthly amount due by the client. You also authorize ChatRobotix’s nominated agent to debit your bank account or Visa/Mastercard on their behalf until the cancellation of the services or products, subject to honoring any debits related to cancellation notice periods before the expiration of the debit authority. You agree that ChatRobotix’s authorized party may freely cede, delegate, or assign any of its rights or obligations in this debit order instruction without your consent, and that you may not cede, delegate, or assign any of your rights or obligations to any third party without the prior written consent of the authorized party.
ChatRobotix operates Month-to-Month contracts. Either the Client or ChatRobotix may terminate the agreement, or a particular Service, by giving one calendar month’s notice to the other.
Particular Service Terms may allow for shorter notice periods. The Client must give notice of termination to ChatRobotix via ClientZone. Cancellation of any Service is the Client’s responsibility and all tools to effect such cancellation are provided in the clients account section on our website..
The Client is responsible for ensuring that such cancellation of service is actioned with due attention to terms of cancellation, as well as cancellation conditions which require the Client to specifically indicate a required process. Should the Client incorrectly complete the cancellation process, ChatRobotix will not be liable for any additional costs or compensation due to the error. Either party may terminate this Agreement and any service provision where there is a breach of this Agreement by the other which has not been remedied within seven (7) days of receipt of written notice to do so.
ChatRobotix reserves the right to terminate agreements based on a breach of this agreement, or linked agreements (such as their Acceptable Use Policy) which is viewed as a breach of the whole service contract. The Client acknowledges that ChatRobotix may terminate this Agreement by written notice, including email, and without liability in the event of the termination of its agreement with an upstream licensee relevant to the provision of any connectivity Service.
Client Information and Privacy
Clients signing up for services as a Primary Contact are considered as “the client,” and no other parties will have access or authority to the Client Account, even if they are a 3rd party recipient or affiliate of the “client.” ChatRobotix will adhere to all privacy of information best practices, in accordance with applicable laws, including the Protection of Personal Information Act (POPI) of 2013.
The Client consents to ChatRobotix processing Personal Information transmitted to the ChatRobotix System in a way that is consistent with the Service being provided. If the Client’s use of a Service results in the transmission of Personal Information to or from the Republic of South Africa, the Client acknowledges its duty to comply with any relevant statutory provisions dealing with data privacy, either in the Republic of South Africa or in any foreign country to which the Personal Information is transmitted.
The Client warrants that it has obtained the consent of any third party for the use of that party’s Personal Information in this way or that such processing is lawful and indemnifies ChatRobotix from any claim brought by such a third party as a result of its failure to do so.
ChatRobotix may retain backups as a matter of course for up to one year after termination, and the Client consents to such retention. However, ChatRobotix gives no warranty with respect to the effectiveness of such backups, if any.
ChatRobotix will implement industry-standard measures to ensure the security of the ChatRobotix System and the physical security of its premises, but cannot guarantee that security breaches will not occur. If the client becomes aware of a security breach or believes that one may occur, it must immediately notify ChatRobotix in a way that does not further compromise security.
If the client incurs damage as a result of a security breach that results in the loss or corruption of client data, the client will be liable for the damages if the breach was the client’s fault. Clients must take reasonable measures to safeguard their data and must not do anything that may compromise the security of the ChatRobotix System or the physical security of ChatRobotix’s premises. Clients must ensure that no unauthorized access is gained to the ChatRobotix System or their own system and that no malicious code is introduced into the ChatRobotix System. If a security breach occurs or is imminent,
ChatRobotix may take whatever steps it deems necessary to maintain the proper functioning of the ChatRobotix System, including changing access codes and passwords and preventing access to the system.
ChatRobotix provides disaster recovery, but cannot guarantee that recovery will be successful or completed within any time limit. Clients must cooperate fully with ChatRobotix in any investigation of a security breach. If the client provides any service to third parties that uses the ChatRobotix System, the client must ensure that those third parties are contractually bound to equivalent security terms as outlined in this clause.
ChatRobotix may inspect the client’s installation and equipment on ChatRobotix’s premises to ensure compliance with building regulations and restrictions agreed between the parties, with prior written notice to the client. By signing up and submitting personal information to ChatRobotix, clients agree to validation and verification methods such as Two Factor Authentication and/or Multi-Factor Authentication, using personal information submitted or required by ChatRobotix. The verification method used will be at ChatRobotix’s discretion.
Service Suspension or Termination
ChatRobotix may suspend or terminate a client’s services in its absolute discretion if the client breaches the Agreement or the Acceptable Use Policy, fails to pay fees when due, provides incorrect or false information, or engages in conduct that is deemed by ChatRobotix to be detrimental to the welfare, good order or character of ChatRobotix or other clients. ChatRobotix may provide email notice of such suspension or termination, but reserves the right to effect such suspension or termination without notice, depending on the severity of the breach. Upon such suspension or termination, clients may not be eligible for reimbursement or compensation unless at ChatRobotix’s discretion, and may be barred from signing up for any services with ChatRobotix in the future. In addition, clients may be reported to governing bodies such as ISPA for listing purposes, and may be listed with applicable authorities and credit bureaus. The period of suspension will be reasonable under the particular circumstances that gave rise to the suspension.
Scope Limitations & Acceptable Use Policy
Limitation of Liability and Indemnity
ChatRobotix will not be liable to the Client or any third party for any damages, losses, claims or costs of any nature, including direct, indirect, consequential or special damages, arising from any cause, and ChatRobotix will not be liable even if the loss was caused by an act or omission of a ChatRobotix employee, vicarious or strict liability.
If ChatRobotix is held liable, the maximum amount of liability will be limited to the monthly or pro-rata fees due for the Service in the preceding two (2) months, regardless of the cause of the claim. By using the Services, the Client agrees to indemnify and hold harmless ChatRobotix for any damages, losses, costs or claims arising from any application, subscription or use of any Service or breach of the applicable terms and conditions. These limitations on liability and indemnities apply to ChatRobotix, its affiliates, directors, officers, employees, contractors, agents and other representatives, as well as any third parties whose networks are connected to the ChatRobotix System.
The Client’s liability for ongoing Services charges is not limited by this clause. If the Consumer Protection Act 68 of 2008 applies to this Agreement, and a provision of this clause is found to be unfair, unreasonable or unjust, then that provision will be removed, and the remainder of this clause will remain in effect. In case of ambiguity, this clause will take precedence over any other expressions of the Parties’ intentions contained in this Agreement.
Client requests for the provisioning, modification or termination of services, and changes to personal or contact information must be made through our website. Any such request made in any other manner may be ignored by ChatRobotix. The Parties must provide their addresses for service of notices/documents for all purposes arising from this Agreement (domicilium citandi et executandi):
Interpretation & General
This Agreement between the parties constitutes the entire agreement and supersedes all other agreements or statements. Any modification, waiver, or cancellation must be in writing and agreed upon by both parties. The law of the Republic of South Africa applies to the interpretation of this Agreement and any disputes arising from it, and both parties consent to the jurisdiction of the courts of the Republic of South Africa. Provisions that anticipate rights or duties beyond the termination or expiry of this Agreement shall survive and remain in force. Failure to enforce any part of this Agreement does not waive the right to enforce it later. The signatories acting in representative capacities warrant their authority and accept personal liability if found unauthorized. If a provision is capable of interpretation as both valid and invalid, it shall be limited to the extent necessary to make it enforceable. If any part of this Agreement is found to be unenforceable, it does not affect the enforceability of the rest of the Agreement.