These Terms will apply to any contract between us for provision of our Services to you. Please read these Terms carefully and make sure that you understand them, before subscribing for our Services. Please note that before signing up for our Services you will be asked to agree to these Terms.
IF YOU DO NOT AGREE WITH THESE TERMS PLEASE DO NOT IN ANY MANNER USE OUR SERVICES.
If you refuse to accept these Terms, you will not be able to subscribe for Services via our site.
You should print a copy of these Terms or save them to your computer for future reference.
YOUR ATTENTION IS IN PARTICULAR DRAWN TO THE CLAUSE 10 REGARDING LIMITATION OF LIABILITY.
The definitions and rules of interpretation in this clause apply in these Terms.
- Applications: the online software applications provided by SA Appointments as part of the Services;
- Authorised Users: those employees, partners, directors agents and independent contractors of the Subscriber who are authorised by the Subscriber to use the Services;
- BookMe: The trading name used by SA Appointments for its range of appointment and booking management solutions
- Business Day: any day which is not a Saturday, Sunday or public holiday in the Republic of South Africa;
- Call Fees: the fees payable by the Subscriber to SA Appointments for any calls handled or made by SA Appointments in excess of any free calls as set out in the Confirmation Email or as varied in accordance with clause 8.5;
- Confirmation Email: the email from SA Appointments accepting the Subscriber's Order and confirming the Services that will be provided to the Subscriber, the Subscription Fees, the SMS Fees, the Monthly Payment Date and whether the Subscriber has opted for our set-up service;
- Content: means all text, images, information, software, material, databases and data on our Website or provided as part of our Service;
- Contract: the contract between the Subscriber and SA Appointments for the Services in accordance with these Terms;
- Contract Commencement Date: has the meaning set out in clause 2.4;
- Customer UI: the BookMe user interface made available to end-user customers of the Subscriber as part of the Services;
- Initial Payment: means the amount to be paid by the Subscriber to SA Appointments for the use of the Services from the Start Date to the last date of that calendar month;
- Intellectual Property: means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
- Monthly Payment Date: means the date set out in the Confirmation Email being the date on which payment may be taken or due under clause 8.2 for the Services, and in the absence of a date being set out in the Confirmation Email the date shall be the 1st day of each calendar month;
- Order: an order for the Services placed by a Subscriber in accordance with clause 2.2;
- Price List: the price list for Services as set out on the Website from time to time;
- Quotation: a document produced by SA Appointments for a person (being a natural person, company or other corporate undertaking or legal entity) including details of the proposed Services and / or Service Package, Set-up Fee, Initial Payment and Subscription Fees;
- SA Appointments: SA Appointments – a Closed Corporation registered in South Africa whose registered office is at 10 Oudewerf Close, Durbanville, Cape Town, Western Province. 7550, South Africa;
- Service Provider: A person engaged by the Subscriber who has one or more schedules on the BookMe system;
- Services: the subscription services provided by SA Appointments to the Subscriber via the Website more particularly described in the Confirmation Email;
- Service Package: one of the services packages advertised on our website;
- Set-up Fee: The fee payable by the Subscriber to SA Appointments where the Subscriber has requested that SA Appointments or one of its agents, completes the set-up of BookMe for the Subscriber;
- Sites: The www.BookMe.co.za and www.BookMeInfo.co.za websites;
- SMS Fees: The fees charged by SA Appointments for the purchase of bundles of SMSs by the Subscriber;
- Start Date: the first day upon which the Services will be available to be used by the Subscriber;
- Subscriber: a person (being a natural person, company or other corporate undertaking or legal entity) who has agreed to receive one or more of our Services;
- Subscription Fees: the monthly subscription fees payable by the Subscriber to SA Appointments as set out in the Confirmation Email or as varied in accordance with clause 8.5;
- Terms: these terms and conditions as varied from time to time between the parties;
- VAT: value added tax or such other relevant sales tax from time to time in force;
- Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
- Website: the website www.BookMe.co.za
1.1 Clause and paragraph headings shall not affect the interpretation of these Terms.
1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Words in the singular shall include the plural and vice versa.
1.5 A reference to one gender shall include a reference to the other genders.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 A reference to writing or written includes faxes and email unless otherwise specified.
1.8 References to clauses are to the clauses of these Terms.
2 Basis of Contract
2.1 You hereby confirm that you have the authority to bind any Subscriber or business on whose behalf you use the Website and subscribe for Services.
2.2 When you create an account and place an order through our Website this constitutes an offer by the Subscriber to purchase those Services in accordance with these Terms ("Order").
2.3 After an Order is placed, an email may be sent from BookMe to invite you to verify your email address. However, this does not mean that the order has been accepted. Acceptance of any order will take place as described in clause 2.4 below.
2.4 The Order shall only be deemed to be accepted when SA Appointments issues a Confirmation Email at which point and on which date the Contract shall come into existence ("Contract Commencement Date").
2.5 The Contract constitutes the entire agreement between the parties. The Subscriber acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of SA Appointments which is not set out in the Contract.
2.6 These Terms apply to the Contract to the exclusion of any other terms that the Subscriber seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.1 Subject to the Subscriber paying the Subscription Fees and any Set-up Fees in accordance with clause 8 and the other terms conditions herein, SA Appointment hereby grants to the Subscriber a non-exclusive, non-transferable, non-sub-licensable right to permit:
3.1.1 The Authorised Users to use the Services during the Subscription Term solely for the Subscriber's normal business purposes.
3.1.2 The agreed number of Service Providers to each create a schedule on the BookMe system for each location that they operate from – subject to a maximum of 3 schedules for Service Provider
3.2 The Subscriber will not create on the BookMe system, schedules for more Service Providers than agreed by SA Appointments in their Quotation.
3.3 In the event that without the prior approval of BookMe, a Subscriber creates more schedules on the BookMe system than agreed with SA Appointments, SA Appointments reserves the right to charge the full monthly fee for each of those schedules as from the Start Date.
3.4 The rights provided under this clause 3 are granted to the Subscriber only, and shall not be considered granted to any subsidiary or holding company of the Subscriber.
3.5 SA Appointments shall use commercially reasonable endeavours to make those Services which are accessed via the Website available 24 hours a day, seven days a week, except for when there is planned maintenance or unscheduled urgent maintenance in such circumstances SA Appointments shall use reasonable endeavours to give the Subscriber advance notice of such maintenance.
3.6 SA Appointments does not warrant that the Subscriber's use of the Services will be uninterrupted or error-free; nor that the Services will meet the Subscriber's requirements.
4.1 Subscribers for any of the Services may request that SA Appointments completes the set-up of BookMe for them. Any such set-up support is chargeable and a Set-up Fee must be paid by the Subscriber.
4.2 If the Subscriber opts to complete their own set-up, then SA Appointments will provide the Subscriber with a detailed set-up guide which will enable the Subscriber to complete their own wet-up.
4.3 Post set-up, SA Appointments will provide at no charge, full support for Subscribers using any of their Gold Services. This includes telephone support from the Customer Service Centre.
4.4 Subscribers using other Services are responsible for managing and maintaining their own schedules and settings. Requests for support may be submitted to SA Appointments and SA Appointments will endeavour to help the Subscriber by referring them to the appropriate section in the user guide.
4.5 SA Appointments reserve the right to charge set-up, training or support fees – any such fees will be agreed with the Subscriber in advance.
4.6 SA Appointments will from time to time send to Subscribers:
4.6.1 Information about new features and functionality
4.6.2 Information about any arrangements with partners that we think may be of interest to the Subscribers
4.6.3 The updated user guide
5 Changing your services or pricing plan
5.2 Should you want to add or remove Service Providers, please contact SA Appointments and we will provide you with an updated quotation.
5.3 The Subscriber shall pay to SA Appointments the relevant new Subscription Fees from the next Monthly Payment Date as notified to it by SA Appointments.
5.4 If such additional Services are added by the Subscriber part way through a Subscription Term, such fees shall be pro-rated for the remainder of the Subscription.
6 Subscriber’s obligations
6.1 The Subscriber undertakes that:
6.1.2 It will not allow or suffer any password or use identification code issued by SA Appointments to be used by more than one person or Authorised User;
6.1.3 Each Authorised User shall keep secure and confidential his password for his use of the Services;
6.1.4 Immediately notify SA Appointments if any Authorised User is no longer to be permitted access to the Services;
6.1.5 Shall notify SA Appointments immediately if it believes there has been any breach of security (such as the disclosure, theft or unauthorised use of any user name or password);
6.1.6 It shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services;
6.1.7 Only use the Services for legitimate and lawful business purposes; and
6.2 The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services or make any use of the Services that:
6.2.1 Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
6.2.2 Facilitates illegal or unlawful activity;
6.2.3 Depicts sexually explicit images;
6.2.4 Promotes unlawful violence;
6.2.5 Is discriminatory whether based on race, gender, colour, religious belief, sexual orientation, disability, or otherwise;
6.2.6 Causes damage or injury to any person or property;
6.3 The Subscriber shall not:
6.3.1 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
126.96.36.199 And except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame (save that the Customer UI may be framed by your website in accordance with our directions), mirror, republish, download, display, transmit, or distribute all or any portion of the Applications in any form or media or by any means; or
188.8.131.52 Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Applications; or
6.3.2 Access all or any part of the Services in order to build a product or service which competes with the Services; or
6.3.3 Use the Services to provide services to third parties (save in respect of providing the Customer UI to its own end-user customers to enable booking and diary management services); or
6.3.4 Subject to 6.3.3, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or
6.3.5 Attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 6.
6.5 SA Appointments reserves the right, without liability to the Subscriber, to disable the Subscriber's access to any Service if it considers the Subscriber to be in breach of any of clauses 6.1, 6.2, 6.3 or 6.4.
7 Charges and payment
The Subscriber shall pay the Initial Payment, Subscription Fees and the Set-up Fee to SA Appointments in accordance with this clause 7.
7.1 Initial Payment and Set-up Fee
7.1.1 By the earlier of 5 working days from the date of accepting a Quotation or, 1 working day before the Start Date, the Subscriber shall pay to SA Appointments, the Initial Payment and any Set-up Fee as set out in the Quotation.
7.1.2 The Initial Payment and any Set-up Fee may be paid to SA Appointments a) via credit card or EFT using the payment gateway at www.BookMeInfo.co.za or b) by EFT directly into SA Appointments’ bank account.
7.1.3 SA Appointments will not make any of its Services available to the Subscriber until the Subscriber has paid to SA Appointments, the Initial Payment.
7.1.4 If the Subscriber has requested that SA Appointments completes the set-up activities for the Subscriber, SA Appointments (or its agents) will only complete the set-up activities when the Subscriber has paid the Set-up Fee to SA Appointments.
7.1.5 Within 5 working days of receiving the Initial Payment and any Set-up Fee, SA Appointments will provide the Subscriber with an invoice for the Initial Payment and any Set-up Fee.
7.2 Monthly Subscription Fees
7.2.1 The Subscriber shall pay the monthly Subscription Fees to SA Appointments by EFT or by debit order.
7.2.2 If the Subscriber opts to pay their monthly Subscription Fees by EFT, the Subscriber must ensure that an amount equal to the Subscription Fees reaches SA Appointments’ bank account on or before the Monthly Payment Date.
7.2.3 If the Subscriber opts to pay their monthly Subscription Fees by debit order:
184.108.40.206 The Subscriber must provide a properly completed debit order authorisation to SA Appointments. This debit order will authorise SA Appointments to collect the Subscription Fees from the Subscriber’s bank account on or shortly after the Monthly Payment Date.
220.127.116.11 An administration fee of R50 will be charged for any debit orders which are returned unpaid
7.2.4 By the 15th of each calendar month, SA Appointments will provide the Subscriber with an invoice for the Subscription Fees.
7.2.5 If SA Appointments has not received payment within 15 days after the due date, and without prejudice to any other rights and remedies of SA Appointments:
18.104.22.168 It may, without liability to the Subscriber, disable the Subscriber's and each Authorised User's password, account and access to all or part of the Services and SA Appointments shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
22.214.171.124 Interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base rate of Standard Bank at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. SA Appointments also reserves the right to alternatively recover interest and compensation under the relevant legislation.
7.3 Fees for Use of the Customer Service Centre (Call Fees)
7.3.1 For any service which includes the use of the Customer Service Centre:
126.96.36.199 Any free calls not used in a calendar month will not be carried forward to a subsequent month
188.8.131.52 Any calls handled by the Centre in excess of the free limit will be invoiced or processed by debit order at the start of the following month. The price for these extra calls will be as per the Quotation
7.4.1 The price of SMSs is as stated in the Quotation.
7.4.2 All SMS credits are to be purchased in advance – on a pre-pay basis.
7.4.3 There is no time limit within which SMS credits have to be used.
7.4.5 If paying for SMSs via debit order, SMSs will be automatically credited to the Subscriber's account when the minimum level (50) is reached. Payment for the SMSs credited will be taken using the debit order arrangement.
7.4.6 It is the responsibility of the Subscriber to ensure that their account has enough SMS credits available.
7.5.1 SA Appointments may review and increase its Set-up Fee, Subscription Fees and SMS Fees, provided that such charges cannot be increased more than twice in any 12 month period. SA Appointments shall give a Subscriber written notice of any such increase no less than 1 month before the change comes into effect.
7.5.2 All amounts and fees stated or referred to in this agreement:
184.108.40.206 Shall be payable in the appropriate currency;
220.127.116.11 Are, non-cancellable and non-refundable;
18.104.22.168 Are (unless otherwise stated) exclusive of VAT, which may be added to SA Appointments’ invoice(s) at the appropriate rate.
8 Proprietary Rights
8.1. The Subscriber acknowledges and agrees that SA Appointments and/or its licensors own all Intellectual Property Rights in the Website and the Services. Except as expressly stated herein, this agreement does not grant the Subscriber any rights to, or in any Intellectual Property Rights in the Website or the Services.
9 Limitation of Liability
9.1. Subject to the provisions of clause 9.3 this clause 9 sets out the entire financial liability of SA Appointments (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Subscriber in respect of:
9.1.1 Any breach of these Terms or Contract;
9.1.2 Any use made by the Subscriber of the Services; and
9.1.3 Any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract
9.2. Except as expressly and specifically provided in these Terms:
9.2.1 The Subscriber assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use;
9.2.3 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.
9.3. Nothing in this agreement excludes the liability of SA Appointments:
9.3.1 For death or personal injury caused by SA Appointments' negligence; or
9.3.2 For fraud or fraudulent misrepresentation.
9.4. Subject to clause 9.2 and clause 9.3:
9.4.1 SA Appointments shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
9.4.2 SA Appointments' total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid by the Subscriber during the 12 months immediately preceding the date on which the claim arose.
9.5. It is the responsibility of the Subscriber to ensure that their account has enough SMS credits available and SA Appointments cannot be held responsible for any issues arising from SMSs not being sent to the Subscriber’s customers.
9.6. SA Appointments cannot be held responsible for any SMSs that are not delivered or claimed not to be delivered to the Subscriber or the Subscriber’s customers by the cell phone providers.
10 Third Party Providers
10.1. The Subscriber acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.
10.2. SA Appointments makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Subscriber, with any such third party.
10.3. Any contract entered into and any transaction completed via any third-party website is between the Subscriber and the relevant third party, and not SA Appointments.
11 Term and Termination
11.1. The Contract shall, unless otherwise terminated as provided in this clause 11, commence on the Start Date and shall continue unless terminated.
11.2. The Subscriber may terminate this Contract at any time by giving 1 month’s written notice to SA Appointments.
11.3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may immediately terminate the Contract without liability to the other if:
11.3.1 An order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
11.3.2 An order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder; or
11.3.3 A receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
11.3.4 The other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
11.3.5 The other party ceases, or threatens to cease, to trade; or
11.3.6 There is a change of control of the other party; or
11.3 7 The other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
11.4. On termination of this agreement for any reason:
11.4.1 All licences granted under the Contract shall immediately terminate after the termination date;
11.4.2 The Subscriber shall make no further use of the Services after the termination date;
11.4.3 SA Appointments shall cancel all user name codes and passwords used in connection by a Subscriber so that the Subscriber is no longer able to access the Services;
11.4.4 The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
11.5. If the Contract is terminated for any reason no refund shall be made to the Subscriber for any Set-up Fees or Subscription Fees already paid by the Subscriber in advance.
11.6. If after the termination date, the Subscriber has SMS credits in their account, then these credits will be first offset against any outstanding fees owed to SA Appointments and then any surplus funds will be repaid to the Subscriber.
12 Events Outside SA Appointments’ Control
12.1. SA Appointments shall have no liability to the Subscriber under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of SA Appointments or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Subscriber is notified of such an event and its expected duration.
13.1. A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
13.2. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
14.1. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
14.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
15 Entire Agreement
15.2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
16 Variation of Terms
16.1. SA Appointments may vary these Terms from time to time in the following circumstances:-
16.1.1 Changes in how we accept payment from you; and
16.1.2 Changes in relevant laws and regulatory requirements; and
16.1.3 Changes in how we charge for our Services.
16.2. Every time that you pay for our Services, the Terms in force at that time will apply to the Contract between SA Appointments and the Subscriber.
17.1. The Subscriber shall not, without the prior written consent of SA Appointments, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
17.2. SA Appointments may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
18 No Partnership or Agency
18.1. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
19 Third Party Rights
19.1. These Terms do not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns).
20.2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by email, on the 24 hours after transmission.
21 Governing Law and Jurisdiction
21.1. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, South African law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of South Africa.