1 This website
1.1 This website (“Website”) allows you and other channel partners, users, customers and other interested parties to engage in a variety of activities such as finding information about SYSPRO and SYSPRO’s PartnerUP Program, obtaining support in respect of SYSPRO’s PartnerUP Program, having access to sales tools, sales and implementation training and educational material, the SYSPRO Leaning Channel, services, case studies, whitepapers, business intelligence and customer testimonials, having access to information relating to your performance as a channel partner and the performance of your users, obtaining marketing assistance, sharing information with SYSPRO and third parties and engaging in conversations and activities relating to SYSPRO’s PartnerUP Program.
1.2 This Website includes information created and published by SYSPRO and third parties, such as text, images, photographs, graphics, audio and video, data, articles, templates, spreadsheets, software, services, logos, databases, icons, hyperlinks, designs, agreements, multimedia works, features, functionality and tools (“Content”).
2 Scope and acceptance of these terms
2.2 These Terms form a legally binding agreement between you and SYSPRO. By accessing or using this Website and/or the Content, you accept and agree to abide by these Terms. Should you not agree with these Terms, you must immediately leave this Website and not attempt to access or use this Website or the Content as your access and/or use of this Website or the Content will automatically bind you to these Terms.
2.3 SYSPRO reserves the right, in SYSPRO’s sole discretion, to amend and/or replace any of, or the whole of, these Terms. Such amendments shall supersede and replace any previous Terms and will be made available on this Website. Each time you access this Website and/or use the Content, you will be consenting, by such access and/or use, to these Terms, as amended and/or replaced from time to time. If you are not satisfied with the amended Terms, you should refrain from using this Website.
2.4 If there is anything in these Terms that you do not understand, please contact SYSPRO as soon as possible at firstname.lastname@example.org.
3 Changes to this website
3.1 SYSPRO reserves the right, without notice and at SYSPRO’s sole and absolute discretion, to change any aspect of the Content available on this Website, or to discontinue any aspect or feature of this Website or any of the Content or to change the software and hardware required to access and use this Website.
3.2 You are required to regularly access this Website to keep yourself advised of these changes.
4 Third party content
4.1 SYSPRO does not claim ownership of any information, whether in the form of an article, information, documentation, graphics, images, marketing material, educational material, videos, photographs, messages, feedback or ideas (“Third Party Content”), that you or any other user posts, uploads or submits to this Website.
4.2 By posting, uploading, submitting or transmitting any Third Party Content to or on this Website, you:
4.2.1 automatically grant SYSPRO and SYSPRO’s affiliates a non-exclusive, worldwide, fully paid up and royalty-free, perpetual, irrevocable right and licence to use, reproduce, alter, publish, translate, sub-license, copy and distribute such Third Party Content in whole or in part worldwide, and to incorporate it in other works in any form, media or technology now known or hereinafter developed, for the full term of any copyright that may exist in such Third Party Content;
4.2.2 represent and warrant to SYSPRO that you have the right, title and/or authority to grant such licence to SYSPRO.
4.3 SYSPRO is not obliged to evaluate, monitor or examine the Third Party Content that you or any other user posts, uploads or submits to this Website or the accuracy thereof.
4.4 SYSPRO may, in SYSPRO’s sole and absolute discretion, withdraw the posted or published Third Party Content for any reason and without notice to you.
4.5 You warrant and undertake to and in favour of SYSPRO that:
4.5.1 you have the right to make available your Third Party Content on this Website;
4.5.2 such Third Party Content shall not infringe the Intellectual Property Rights (as defined below) of any other person;
4.5.3 the Third Party Content shall not be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane or hateful or racially, ethnically or otherwise objectionable in any manner or violate the rights of others;
4.5.4 the Third Party Content shall not result in any damaging or malicious computer programming routines (such as a software virus, trojan horse, worm, time bomb, cancelbot, corrupted file or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property) being introduced to this Website which may damage or interfere with the proper working of this Website or any activities conducted on this Website or which may compromise the security of this Website in any manner whatsoever;
4.5.5 your Third Party Content shall not include any unsolicited or unauthorised advertising, promotional materials, surveys, spamming or any other form of solicitation, commercial or otherwise;
4.5.6 you shall not forge email headers or otherwise manipulate identifiers in order to disguise the origin of any Third Party Content transmitted through this Website.
4.6 You agree that SYSPRO shall not be held liable, directly or indirectly, in any way for Third Party Content, your use thereof or for any loss or damage of any kind incurred as a result of your use of Third Party Content.
5 Permissable use of this website and other restrictions
5.1 The Content comprises of:
5.1.1 spreadsheets, templates and other material that you may download and use in the conduct of your business as a SYSPRO channel partner (“Commercial Content”);
5.1.2 education and learning materials and tools that you may download and use relating to SYSPRO’s computer programs (“Education Content”). You may only use the Education Content for your internal business purposes directly related to your use of SYSPRO’s computer products; and
5.1.3 any other Content that you may download and use for your personal and non-commercial purposes (in other words, a purpose not intended for or directed towards commercial advantage or monetary compensation) (“Non-Commercial Content”).
5.2 You agree not to, and you agree that you will not through a third party:
5.2.1 modify, copy, distribute, transmit, display, translate, perform, reproduce, publish, license, adapt, vary, modify, incorporate into other works, create derivative works from, transfer, encumber, sell or in any other way deal with:
184.108.40.206 any part of this Website;
220.127.116.11 any of the Non-Commercial Content;
18.104.22.168 any of the Commercial Content if such material is used for any purpose other than performing your functions as a SYSPRO channel partner;
22.214.171.124 any of the Education Content.
5.2.2 decompile, disassemble or reverse engineer any part of this Website or modify or enhance this Website. If you effect any modifications or enhancements to this Website in breach of this provision, SYSPRO, at its sole and absolute discretion, may choose to (i) retain such modifications and enhancements, in which event such modifications and enhancements shall be SYSPRO’s property; or (ii) remove such modifications and enhancements, in which event you hereby agree to pay SYSPRO all of the costs and expenses that it incurs in this regard on demand;
5.2.3 without SYSPRO’s prior written consent, provide, disclose, divulge or make available to or permit the use of or give access to this Website by persons other than you. In this regard, you must effect and maintain adequate security measures to prevent unauthorised access to and use of this Website by way of the user codes or passwords that are allocated to you and your users for accessing this Website. You are solely responsible for the use and security of the user codes and/or passwords that are allocated to you and your users and any activities that occur in relation to such user codes or passwords. Any activities conducted on this Website under the user codes or passwords issued to you and your users will be regarded as activities that you have conducted and you will be bound by same. If your password or user code is compromised, you must immediately notify SYSPRO in writing and change your password or user code. You must also notify SYSPRO in writing as soon as you become aware of any unauthorised use of or access to this Website;
5.2.4 use the SYSPRO Learning Channel or the Education Content to provide marketing, training, consulting or any other commercial services to any persons;
5.2.5 use this Website and the Content, except as expressly permitted by these Terms;
5.2.6 remove any identification, trademark, copyright or other notices from this Website or any Content downloaded from this Website (including from Commercial Content or Education Content);
5.2.7 impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
5.2.8 breach or violate any applicable local, state, national or international law and any regulations;
5.2.9 gather, collect or store personal information or data of other users except if such other users are your customers or your employees and you have received their written consent to your gathering, collection and/or storage of their personal information or data;
5.2.10 permanently copy or reproduce any part of a web page on any other website or otherwise redistribute same;
5.2.11 provide links to this Website without first obtaining SYSPRO’s prior written consent and, if SYSPRO gives you such consent, you must discontinue your link if so asked by SYSPRO for any reason.
5.3 The following additional provisions apply to the Commercial Content and the Education Content:
5.3.1 the Commercial Content and Education Content is simply a tool that is made available to users to assist them in carrying out certain tasks or performing certain functions or to confirm that they have completed certain courses relating to SYSPRO’s software products. SYSPRO does not accept any responsibility or liability for how the users use the Commercial Content or the Education Content or the results that are achieved, or the information that is generated, by a user’s use of the Commercial Content or the Education Content;
5.3.2 SYSPRO and its licensors own all of the Intellectual Property Rights (as defined below) to the Commercial Content and the Education Content and the use by users of such Commercial Content and Education Content shall not give such users any rights in or to the Commercial Content or the Education Content other than the limited right to use the Commercial Content and the Education Content for the specific purpose for which the Commercial Content and the Education Content was made available to the user;
5.3.3 by allowing users to download and use the Commercial Content and Education Content, SYSPRO does not make any warranties or representations to any other person regarding a user’s ability to use the Commercial Content and/or the Education Content or the manner in which the user uses the Commercial Content and/or Education Content or in respect of the task or function that the user carries out or performs using the Commercial Content or the Education Content or the user’s knowledge of SYSPRO’s software products.
6 SYSPRO’S learning channel
6.1 The provisions of this clause 6 and any agreement that you enter into with SYSPRO relating to the SYSPRO Learning Channel (“SLC”) will govern your use of the SLC and the Education Content.
6.2 All references to “you” in this clause 6 will be a reference to the channel partner or the licensee and all references to “user” will be a reference to the channel partner’s or licensee’s employees who are authorised to access and use the SLC or certain services provided by way of the SLC.
6.3 Channel partners and those licensees who have purchased a Premium Member Subscription will have access to the Education Content in the self-paced learning catalogue and the certification catalogue on the SLC. Your users will be able to enrol for courses via the SLC and work through the Education Content of the courses at their own pace and take tests to monitor their progress in respect of a course or to achieve certification. The results of the tests taken by your users will be made available to the users and to you. You may restrict the Education Content in the self-paced learning catalogue and the certification catalogue that your users may access. A transcript that records all of your users’ activities in the self-paced learning catalogue and the certification catalogue will be generated by the SLC and will be available to your users and you.
6.4 You must:
6.4.1 ensure, and implement measures to ensure, that only the authorised number of users have access to the SLC at any time;
6.4.2 obtain the prior consent of your users to the information that they submit by way of the SLC, the information that is generated through their use of the SLC and the record that is created regarding all of their activities on the SLC being accessible to you and SYSPRO, even if that information constitutes or contains personal information or data. By a user accessing the SLC and making use of the Education Content, you will be warranting and undertaking to and in favour of SYSPRO that you have obtained the user’s aforesaid consent.
6.5 You acknowledge that if your users achieve certification in respect of a particular module of SYSPRO’s software products, such certification is not a warranty or representation by SYSPRO of such user’s knowledge of the module or of such user’s skills or capabilities in relation to such module. The certification is simply confirmation that the user has passed the test that enables the user to achieve such certification.
6.6 You may contract with SYSPRO, at its stipulated fee, to act as your administrator in relation to the SLC, which will include, on your instructions, restricting the Education Content in the self-paced learning catalogue and/or the certification catalogue that your specific users may access, furnishing you with the results of tests taken by your users and reporting to you on the activities of your users on the SLC.
6.7 You may contract with SYSPRO, at its stipulated fee, to present a course by way of a teacher to your users either through the virtual classroom catalogue on the SLC or in a physical classroom, in which event your users will be given access to the teacher’s course Content for a period of 3 (three) months following the date on which the course was presented to your users.
6.8 You may contract with SYSPRO to design and create a learning environment specifically for your users on the SLC and to upload your learning Content, which will be regarded as Third Party Content for purposes of these Terms, to your learning environment. Once you have furnished SYSPRO with the information that it requires, it will submit a proposal to you in respect of the learning environment that it will create for you. Once you have accepted the proposal in writing and, if applicable, paid SYSPRO its stipulated fee, SYSPRO will create the learning environment in accordance with the accepted proposal. If you wish to effect any changes to the scope of work recorded in the accepted proposal, such changes will be recorded in a new proposal that you will be required to accept in writing. Such changes may result in a further fee being payable to SYSPRO. You will be solely responsible for providing SYSPRO with the learning Content that you require be uploaded to your learning environment. SYSPRO will not examine, interrogate or evaluation your learning Content or the accuracy or completeness of your learning Content. Such learning Content will be subject to the provisions of clause 4 above.
6.9 Your learning Content, insofar as it does not contain any of SYSPRO’s material or information, will constitute your intellectual property. On termination of your learning environment, for whatever reason, unless you request SYSPRO to remove your learning Content from the SLC sooner, SYSPRO will remove your learning Content after a period of 60 (sixty) days.
6.10 If you are required to pay SYSPRO a fee for your use of the SLC or any services that SYSPRO provides in respect of the SLC:
6.10.1 you are not allowed, for any cause whatsoever, to withhold, delay, deduct from or defer any amount due to SYSPRO. All payments must be free of demand, exchange, withholding tax and set off of whatever nature;
6.10.2 should you fail to timeously pay such fee to SYSPRO, in addition to any other rights or remedies that SYSPRO has in terms of these Terms or at law, your use of the SLC or the service in question will not be activated or SYSPRO will not commence rendering the service, as may be applicable, until you pay the full fee to SYSPRO. In such circumstances, you will not be entitled to a refund of any part of the fee for that period during which you could not access the SLC or the service or SYSPRO did not render the service to you.
7.1 In order to ensure the security and reliable operation of this Website and the Content to all users of this Website, SYSPRO hereby reserves the right to take whatever action SYSPRO may deem necessary to preserve the security, integrity and reliability of SYSPRO’s servers, network and back-office applications.
7.2 You may not utilise this Website in any manner that could damage, disable, overburden, impair or compromise the security of any SYSPRO server or the networks connected to any SYSPRO server or tamper with this Website in any manner whatsoever or interfere with any other person’s use and enjoyment of this Website. You may not attempt to gain unauthorised access to this Website, other accounts, computer systems or networks connected to any SYSPRO server through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through this Website. Any person or entity which does so, or attempts to do so, shall be held criminally liable and shall also be liable, on an indemnity basis, for any direct and indirect damages or loss that SYSPRO suffers or sustains.
7.3 In addition to the above, any user who:
7.3.1 intentionally accesses or intercepts any data without authority or permission to do so;
7.3.2 intentionally and without authority to do so, interferes with data in a way which causes such data to be modified, destroyed or otherwise rendered ineffective;
7.3.3 utilises any device or computer program in order to unlawfully overcome security measures designed to protect this Website and the Content or access thereto;
7.3.4 commits any act described above with the intent to interfere with access to this Website so as to constitute a denial, including a partial denial of access to and/or use of this Website to legitimate users;
7.3.5 performs or threatens to perform any of the above acts for the purpose of obtaining any unlawful proprietary advantage by undertaking to cease or desist from such action, or by undertaking to restore any damage caused as a result of those actions;
7.3.6 performs any of the acts described above for the purpose of obtaining any unlawful advantage by causing fake data to be produced with the intent that it be considered or acted upon as if it were authentic; or
7.3.7 aids or abets someone to commit any of the foregoing acts,
shall, notwithstanding criminal prosecution, be liable for all direct and indirect resulting liability, loss or damages suffered and/or incurred by SYSPRO and SYSPRO’s affiliates, agents, channel partners and/or users on an indemnity basis.
8 SYSPRO’S intellectual property rights
8.1 As used in these Terms, “Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, logos, designations, insignias, brand and trade names, business names, domain names, trade secrets or confidentiality rights and any other intangible property rights, including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected or registered or capable of registration, now existing or hereafter created, issued, acquired or filed.
8.2 All Intellectual Property Rights to this Website and the Content are the property of, or are licensed to, SYSPRO and as such are protected from infringement by local and international legislation and treaties.
8.3 Nothing in these Terms shall be deemed to give you the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any part of this Website, any Content or any Third Party Content which is not your Third Party Content for any reason unless otherwise expressly permitted by these Terms or by law.
8.4 Your access to and use of this Website will not give you any rights in or to this Website or the Content. All rights not expressly granted are reserved and no right, title or interest in any of the Content or any part of this Website is granted to you.
8.5 Irrespective of the existence of copyright, you acknowledge that SYSPRO is the proprietor of all of the Content (except where a third party is indicated as the proprietor), whether it constitutes confidential information or not, and that you have no right, title or interest in any such Content.
8.6 You agree to take all steps to ensure that your and your users’ use of this Website and the Content protects all of SYSPRO’s rights and the rights of its licensors in and to this Website and the Content. You agree not to do anything that may or is likely to diminish or damage SYSPRO’s or SYSPRO’s licensors’ rights in and to this Website and the Content. You and your users will not during or at any time after the termination of your relationship with SYSPRO or the cessation of your use of this Website or the Content acquire or be entitled to claim any right or interest in or to this Website and/or the Content and you agree not to challenge or assist others in challenging the validity or ownership of SYSPRO’s and SYSPRO’s licensors’ Intellectual Property Rights in this Website and the Content.
8.7 You agree to notify SYSPRO in writing as soon as you become aware of any infringement of SYSPRO’s or its licensors’ Intellectual Property Rights.
8.8 Information on requirements for using SYSPRO’s trademarks can be found by clicking on the ‘Trademarks’ link at the bottom of each web page on this Website.
9 Confidential information
9.1 As used in these Terms, “Confidential Information” means all trade secrets, Intellectual Property Rights and other information that SYSPRO or third parties protect against unrestricted disclosure to others which is:
9.1.1 either labelled as confidential and accessed through a restricted or non-public area of this Website or pursuant to software downloads; or
9.1.2 reasonably identifiable as confidential based on the type of information and the manner of its disclosure; or
9.1.3 Commercial Content or Education Content.
9.2 Except for those parts of this Website which are clearly identified as non-public forums, every other part of this Website is intended to be a public forum and you agree not to provide SYSPRO or other users with any confidential or proprietary information that you or the owner of the information do not intend to become public information.
9.3 Except for your Third Party Content which you clearly label as confidential and you upload into a non-public forum, any Third Party Content that you send or upload to this Website will be deemed not to be confidential or proprietary and you expressly agree that you waive any trade secret or other confidentiality rights with respect to such Third Party Content.
9.4 You agree not to reproduce any Confidential Information to which you are provided access through this Website in any form except as authorised at the time of disclosure. Any reproduction of Confidential Information shall remain the property of SYSPRO or any third party that has prepared such information and shall contain any and all confidential or proprietary notices or legends which appear on the original.
9.5 You agree to:
9.5.1 take all reasonable steps to keep all Confidential Information strictly confidential;
9.5.2 use Confidential Information solely as authorised at the time of disclosure; and
9.5.3 not disclose any Confidential Information to any party without the prior written consent of SYSPRO or the third party that has prepared such information.
9.6 You do not acquire any rights in Confidential Information except the limited rights as described in these Terms or elsewhere on this Website.
10 Linked third party websites
10.1 SYSPRO may provide links to third party websites on this Website. These links are provided to you for convenience only and SYSPRO does not endorse, nor does the inclusion of any link imply SYSPRO’s endorsement of, such websites, their owners, licensees or administrators or such websites’ content, security practices, privacy policies and operations. SYSPRO cannot accept responsibility or liability for the information provided on other websites. Linked websites or pages are not under, nor subject to, SYSPRO’s control. SYSPRO is not responsible for and gives no warranties and makes no representations in respect of the privacy policies or practices of linked or any third party or advertised websites on this Website.
10.2 You agree that SYSPRO shall not be held liable, directly or indirectly, in any way for the content, the use or inability to use or access any linked website or any link(s) contained in a linked website, nor for any loss or damage of any sort incurred as a result of any dealings with, or as the result of the presence of such third party linked websites on this Website. Any dealings that you may have with any linked websites are solely between you and the third party website.
11 General disclaimers and indemnity
11.1 You acknowledge that you use this Website and the Content entirely at your own risk and on an “as is” and “as available” basis and that you assume full responsibility and risk of loss resulting from the use thereof.
11.2 While SYSPRO has taken reasonable measures to update the Content and to offer the most current, correct and clearly expressed information possible, SYSPRO cannot be held responsible for any inaccuracies, errors, omissions, misinterpretations or incompleteness.
11.3 SYSPRO does not make any warranties or representations, whether express, implied or statutory:
11.3.1 that this Website or the Content will be available at all times, or will be error-free or that errors in this Website or the Content will be corrected or that this Website and/or the Content will meet any particular criteria of performance or quality or that you will be able to access websites linked to this Website at all times;
11.3.2 as to non-infringement of third party rights, merchantability, fitness for a particular purpose, compatibility, security or accuracy;
11.3.3 that any files, downloads, software or applications available via this Website are free of viruses or any other data or code that has the ability to corrupt, damage or affect the operation or security of your system;
11.3.4 regarding the accuracy of the results or output that you derive from making use of any Content made available through this Website.
11.4 Under no circumstances will SYSPRO be liable to you or any of your users for any indirect, special, incidental, exemplary or consequential damages or loss, loss of anticipated profits, loss of business opportunity, loss of business data/information or loss of contracts by either you or any third party or claims or demands against either you or SYSPRO by any third party or other like commercial or economic loss related in any way to the Website and/or the Content or your or your users’ use thereof or in connection with or arising out of these Terms whether based on contract, delict/tort (including strict liability), statute, the breach of any warranty, other legal or equitable grounds or otherwise.
11.5 To the extent permissible by applicable law, neither SYSPRO, its affiliates, shareholders, agents, partners, licensors, consultants, officers or employees (“Indemnified Parties”) shall be liable for any loss or damages whatsoever (including, without being limited to, any direct, indirect, special, incidental, consequential, punitive or exemplary damages) howsoever arising (whether in an action arising out of contract, statute, delict/tort or otherwise) related to or resulting from:
11.5.1 the use of, or the inability to access or use, this Website or any of the Content;
11.5.2 the faulty execution of this Website or the malfunctioning of this Website;
11.5.3 the use of or the inability to access or use any linked website;
11.5.4 unauthorised access to or alteration of your Third Party Content, transmissions or data;
11.5.5 statements, messages or conduct of any third party on this Website; or
11.5.6 any other matter relating to this Website or the Content,
even if SYSPRO knows or should reasonably have known of same. Notwithstanding anything to the contrary contained herein, the aforesaid limitations shall not apply in the case of intent or gross negligence by SYSPRO or in the case of SYSPRO’s statutory liability for personal injury.
11.6 To the extent permissible by applicable law you hereby unconditionally and irrevocably indemnify the Indemnified Parties and agree to hold the Indemnified Parties free from any claim or demand, loss, damages and/or costs (including reasonable attorneys’ fees) of whatsoever nature that the Indemnified Parties may suffer or incur or that are instituted against the Indemnified Parties as a direct or indirect result of:
11.6.1 your use of this Website and any of the Content;
11.6.2 any unavailability of, or interruption in, this Website or any of the Content;
11.6.4 your Third Party Content;
11.6.5 your unauthorised use of any of SYSPRO’s Intellectual Property Rights;
11.6.6 your alleged breach of any other rights of a third party;
11.6.7 the actions or requirements of any telecommunications authority or a supplier of telecommunications services or software;
11.6.8 your transmission of information via the internet including, without being limited to, email.
12.1 If you:
12.1.1 breach any of these Terms;
12.1.2 in SYSPRO’s sole discretion use this Website in an unauthorised manner; or
12.1.3 breach any statute, regulation, ordinance or law,
SYSPRO is entitled without notice, in addition to any other right or remedy available to SYSPRO at law or under these Terms, including obtaining an interdict/injunction, to limit or deny you use of this Website or to claim specific performance of any of your obligations whether or not the due date for performance has arrived, in either event without prejudice to SYSPRO’s right to claim all loss and damages that SYSPRO incurs or sustains.
12.2 You agree to reimburse SYSPRO all of the reasonable legal costs and fees that SYSPRO incurs, on an indemnity basis, associated with any legal action that SYSPRO pursues against you.
13.1 Except as explicitly stated otherwise, any notices shall be given by:
13.1.1 email to email@example.com (in the case of SYSPRO) or to the e-mail address you have provided to SYSPRO (in your case), or such other address that has been specified. Notice shall be deemed given 48 (forty eight) hours after an email is sent, unless the sending party is notified that the email address is invalid;
13.1.2 registered mail/airmail to, in the case of SYSPRO, the address provided on this Website, and, in your case, the address that you have provided to SYSPRO. In such case, notice shall be deemed to have been given 14 (fourteen) days after the date of mailing;
13.1.3 delivery by hand to a responsible person during business hours to, in the case of SYSPRO, the physical address provided on this Website, and, in your case, the physical address that you have provided to SYSPRO. In such case, notice shall be deemed to have been given on the date of delivery.
13.2 You acknowledge that all agreements, notices and other communications required to be given in terms of these Terms may be given via electronic means and that such communications shall be “in writing”.
13.3 Notwithstanding anything to the contrary, a written notice or communication actually received by a party shall be an adequate written notice or communication to it, notwithstanding that it was not sent to or delivered at its chosen address(es) for that purpose.
14 General clauses
14.1 These Terms shall be deemed to be made under the laws of the Republic of South Africa and the construction, validity, interpretation and performance of these Terms as well as any dispute related to or arising from these Terms shall be governed in all respects by the laws of the Republic of South Africa without regard to the principles of conflict of laws and specifically excluding the provisions of the United Nations Convention on the International Sale of Goods. You and SYSPRO hereby submit to the exclusive jurisdiction of the courts of the Republic of South Africa. Notwithstanding the foregoing, nothing in these Terms precludes SYSPRO from taking proceedings against you in any court of competent jurisdiction nor will the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in other jurisdictions, whether concurrently or not.
14.2 This Website is controlled and administered by SYSPRO from its offices within the Republic of South Africa. Access to this Website from territories or countries where the Content of this Website is illegal is prohibited. You are responsible for compliance with all local laws of the country from which you access this Website.
14.3 These Terms set forth the entire understanding and agreement between SYSPRO and you with respect to this Website and your access to and use of this Website and the Content.
14.4 In the event that any of the provisions of these Terms are or may become illegal, invalid, unlawful or unenforceable in any jurisdiction affected by these Terms, such provision as to such jurisdiction, shall be ineffective to the extent of such prohibition or unenforceability and shall be treated as not written in these Terms and severed from the balance of these Terms, without invalidating the remaining provisions of these Terms or affecting the validity or enforceability of such provision in any other jurisdiction.
14.5 SYSPRO’s failure to enforce any provision of these Terms will not constitute a waiver of such provision or affect in any way SYSPRO’s right to require the performance of such provision at any time in the future.
14.6 You shall not be entitled to cede or assign your rights or delegate your obligations in terms of these Terms to any third party without SYSPRO’s prior written consent.
14.7 No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.
14.8 The head notes to the paragraphs to these Terms are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate.
14.9 Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the female and neuter genders and words importing persons shall include partnerships and corporate and unincorporated entities.
14.10 In these Terms “you” is a reference to any juristic entity or individual, including individuals who are registered as users of a juristic entity, who access the Website. You will be responsible for your users’ access and use of this Website and any breach of these Terms by one of your users will be deemed to be a breach of these Terms by you.
14.11 The termination of your relationship with SYSPRO, for any reason, or the cessation of your use of the Website or the Content shall not affect such of the provisions of these Terms as expressly provide that they will operate after any such termination or cessation or which of necessity must continue to have effect after such termination or cessation notwithstanding that the provisions themselves do not expressly provide for this. Such provisions include your obligations relating to SYSPRO’s Intellectual Property Rights and Confidential Information.
14.12 No provision in these Terms shall be construed against or interpreted to the disadvantage of SYSPRO by reason of SYSPRO having or being deemed to have structured, drafted or introduced such provision.