Terms of Service Version 20150601
“TOS”
between
NETTREASURY OPERATIONS (PTY) LIMITED
(registration no 2000/011624/07)
(“NetTreasury”)
and
(“Customer”)
THE PARTIES HEREBY AGREE THAT THE TERMS OF SERVICE (“TOS”) WILL BE PROVIDED TO THE CUSTOMER BY NETTREASURY ON THE TERMS AND CONDITIONS SHOWN HERE
THE TERMS OF SERVICE SHALL BE DEEMED TO BE ACCEPTED BY THE CUSTOMER UPON SIGNATURE OF THE ACCEPTANCE OF PROPOSAL OR BY THE LOGIN AND USAGE OF THE SYSTEM BY THE CUSTOMER.
1. STATUS This Terms of Service (TOS) is concluded pursuant to the NetTreasury Proposal to the Customer.
2. INTRODUCTION
2.1 NetTreasury has developed the System. NetTreasury makes the System available in a Software as a Service (SaaS) environment through which it provides application services such as the hosting, the maintenance and the administration of the System and other related services. The provision of such application services enables Authorised Users of the Customer to access the System and thereby makes use of the System Services.
2.2 The Customer wishes to use various of the applications provided by NetTreasury in order to facilitate their treasury.
2.3 The Parties therefore agree as follows.
3. DEFINITIONS In this TOS the following terms shall have the meanings set out below:
3.1 “Access” means users can access the system from a recommended internet connected browser at the url www.ntweb.co.za, www.nettreasury.co.za or such other url as advised from time to time.
3.2 “Annual licence and Maintenance” means the licence entitling the client to receive all latest upgrades and updates
3.3 “Administrator” means the Client’s administrator specified from time to time for purposes of clause
3.4 “Client or Customer” means the Specified Client and is used interchangeably
3.5 “Client System” means the Client’s network server(s) or equivalent device, single stand alone workstation and other stand alone machines on which the Software is installed;
3.6 “Commencement Date” means the date on which the Implementation Services will commence, as stipulated the cover sheet of this TOS;
3.7 “Effective date” means the specified effective date;
3.8 “Equipment” means the equipment to be sold or rented to the Customer by NetTreasury in accordance with a separate TOS;
3.9 “Enhancements” means significant changes to the Software, excluding upgrades, resulting in the addition of a feature or capability not present in the software prior to the introduction of the changes, as well as any changes to the Software designed to permit the use of the software on hardware or in conjunction with operating system software other than that for which the Software was initially designed;
3.10 “Go-Live Authorisation” means the document indicating the Customer's acceptance of the Deliverables; an example of which is shown as Annexure I hereto.
3.11 “Hosting Services” means the hosting services to be provided by NetTreasury or one of its suppliers
3.12 “Implementation Services” means the implementation and training services required to implement the System as set out in this TOS;
3.13 “Initial Term” means the period stipulated as such in the Cover Sheet, commencing on the Effective Date;
3.14 “Licence” means a User Licence and or licence to install the server based part of the Software on the Client’s server(s) if required and includes the right to use the software documentation;
3.15 “Milestone Date” means the estimated date of completion of each Deliverable (if any) as set out in the Project Plan; 3.16 “Modifications” means changes, improvements or customisation of or to the Software which may be required to adapt the software to the specific requirements of the Client;
3.17 “NetTreasury” means NetTreasury Operations (Proprietary) Limited, registration number 2000/011624/07 or its associate or subsidiary companies or successor in title, from time to time;
3.18 “NetTreasury Fee” means the fee payable to NetTreasury in terms of clause 2 of the Fee Schedule
3.19 “NetTreasury Annual Increases” means the annual fee increase payable to NetTreasury at the current CPI effective on 1st day of March each year.
3.20 “NetTreasury Services” means the services provided by NetTreasury in terms of this Agreement.
3.21 “NetTreasury System” means the information technology infrastructure underlying the NetTreasury Services, owned or managed by NetTreasury;
3.22 “Project Plan” means the project plan attached as Schedule 2 setting out the time periods according to which the System will be implemented by NetTreasury;
3.23 “Purchase option” means the outright purchase by the client of the software licence
3.24 “Profile” means the Administrator and User authorisations and access levels set up on the Software from time to time including which Users have rights to perform trades, only view trades or modify the Profile;
3.25 “Recommended Browser” means the internet browser that NetTreasury recommends and which is compatible with the NtWeb system, and which is published on the NetTreasury website from time to time
3.26 “Rental option” means the provision of the services and software to the client on a monthly basis
3.27 “SCR” means the Scope Change Agreement containing the schedule of work to be done and the fees therefore.
3.28 “Site” means the Specified site(s);
3.29 “Software” means the integrated treasury management and administration;
3.30 “SaaS” means Software as a Service and entails the provision of the System Services as set out in 3.27
3.31 “Software Documentation” means all materials, plans, documentation and tables provided by NetTreasury in connection with the Software;
3.32 “Specified” means as specified in the Client Particulars section of this Agreement;
3.33 “System Services” means the services provided or made available by NetTreasury to the Customer through the mechanism of the System and the Customer thereby accessing and using the Server Software, as set out in Schedule 2.
3.34 "System" means the web based integrated treasury management and administration system called NtWeb.;
3.35 "Software Licence Agreement" means the agreement entered into between NetTreasury and the Customer with the reference number stated on the cover sheet on this TOS;
3.36 “Server Software” means the software, in object code form, which enables the provision by NetTreasury of the System Services through the mechanism of the System and includes any related Server Software Documentation;
3.37 “Server Software Documentation” means any instructional or supplementary materials related to the Server Software that is provided by NetTreasury to the Customer pursuant to this TOS, but only to the extent that NetTreasury, in its sole discretion, makes such materials generally available for distribution to its clients generally;
3.38 “Support Services” means the services to be provided in terms of this TOS, as set out in Schedule 5;
3.39 "System" means the integrated treasury management and administration system called NtWeb.;
3.40 “System Services” means the services provided or made available by NetTreasury to the Customer through the mechanism of the System and the Customer thereby accessing and using the Server Software, as set out in Schedule 2.
3.41 “Project Termination Date” means the date on which the Implementation Services are finally signed off by the Customer in terms of this TOS.
3.42 “TOS” means the Terms of Service comprising of the Implementation, System Service, Hosting and the Support Services provided by NetTreasury 3.43 “Third Party System” means information technology systems owned or operated by persons other than NetTreasury and includes the network owned by Telkom or other external network/service providers;
3.44 “User” means an employee of the Client entitled to use the Software;
3.45 “User Licence” means an installation of the Software on a single computer hard drive enabling an employee of the Client to access the NetTreasury System;
3.46 “Upgrade” means an official new version of the System, made available by NetTreasury from time to time;
4. DURATION The duration of the TOS is as specified on the Acceptance of Proposal or In the event of the client selecting the rental option, then this Agreement shall commence on the effective date and shall endure from the effective date for a period of 12 (twelve ) months, whereafter, should no termination notice be received it shall automatically be renewed for a further period of 12 (twelve) months.
In the event of the client selecting the purchase option, then no minimum or maximum period shall be applicable.
5. CONSIDERATION As consideration for the TOS Services, the Customer shall pay NetTreasury the fees set out in SCHEDULE 4 NETTREASURY FEE SCHEDULE
6. LICENCE NetTreasury hereby grants the Customer a non-exclusive, non-transferable licence for Authorised Users to access and use the TOS Service;
6.1 only for its own business purposes;
6.2 for the purposes for which it is provided; and
6.3 subject to the terms and conditions of this TOS.
7. Restrictions
The Customer shall not, whether directly or indirectly -
7.1 except as specifically provided in this TOS, copy, translate, modify, adapt, decompile, disassemble or reverse engineer the System, the Client Software or the Server Software or any part thereof;
7.2 sub-licence or otherwise transfer the use of the System, the Client Software or the Server Software, whether in whole or in part, to any third party.
8. OTHER SERVICES Should the Customer require any services other than the TOS Services, then such other services shall be provided subject to the terms and conditions of a separate TOS which shall be concluded between the Parties.
IMPLEMENTATION SERVICES NetTreasury shall provide the Implementation Services.
CONSIDERATION As consideration for the Implementation Services the Customer shall pay NetTreasury the fees and charges set out in SCHEDULE 4 NETTREASURY FEE SCHEDULEon the terms and conditions contained in the Schedule 1.
ACCEPTANCE
8.1 Acceptance testing plan. The Customer shall carry out acceptance testing according to an acceptance testing plan as detailed in the Schedule.
8.2 Monitoring. Acceptance testing will be conducted by the Customer and will be monitored by representatives of NetTreasury.
8.3 Purpose. Acceptance testing shall be carried out to determine whether the Deliverables substantially comply with the description of the Deliverables in the Schedule.
8.4 Notification. Within 2 (two) days after the completion of acceptance testing the Customer will either notify NetTreasury in writing that the acceptance tests -
8.4.1 have been successfully completed and that it accepts the Deliverables and sign the Go Live Authorisation; or
8.4.2 have not been successfully completed and that it does not accept the Deliverables because it does not substantially comply with the description of the Deliverables in the Schedule (specifying in detail the manner in which it considers the Deliverables to have failed to comply with the description of the Deliverables in the Schedule and providing evidence upon which this view is based).
8.4.3 If the customer does not notify NetTreasury within 2 days, then NetTreasury will deem that the deliverable have been accepted.
8.5 If Deliverables are not accepted. If the Customer notifies NetTreasury in accordance with clause
8.5 that it does not accept the Deliverables, then NetTreasury shall ensure that within 30 (thirty) days the Deliverables substantially comply with the description of the Deliverables. The provisions of this clause will then apply to such subsequent acceptance testing of the “remedied” Deliverables.
8.6 Acceptance completed. The Customer shall accept the Deliverables and sign the Go-Live Authorisation if the acceptance testing as specified in this clause is successfully completed.
9. SYSTEM Services
9.1 The service provided shall be the provision of a web enabled and integrated treasury management system. The specific services and components are more fully described in The services.
9.2 Profile and authorisations. The Administrator shall remain solely responsible for managing its Profile from time to time. Only the Administrator may amend the
10. The Service LeveLs
10.1 Unavailability of System. NetTreasury shall at all times and for whatever reason have the sole and exclusive right to suspend the System Services with prior written notification giving reasons for such termination or suspension. The Customer acknowledges and accepts that the System Services may become unavailable from time to time due to various circumstances, including: technical failure or problems with the System; technical failure or problems with third party information technology systems; unavailability of telecommunication or electricity services; or other circumstances beyond the control of NetTreasury. 10.2 NetTreasury will endeavour to maintain an uptime of at least 98% of its TOS Services, excepting where technical failure or problems with third party information technology systems; unavailability of telecommunication or electricity services; or other circumstances beyond the control of NetTreasury
11. Specific Exclusions NetTreasury may use the services of certain third parties to provide information on the System from time to time, including Reuters or other price feeds. NetTreasury has no control over this information and makes no representations or warrantees of any nature as to the accuracy, appropriateness or correctness of such information. Customers agree that such information is provided “as is” and NetTreasury shall not be directly or indirectly liable for any damages that may arise from the Customer’s reliance on such information.
11.1 Relationship between Parties and trading. NetTreasury does not become a party to and not be liable for any communication, interaction or transaction between customers using the System.
12. HOSTING Services
12.1 Server Software. The hosting, maintaining and administration of the Server Software by NetTreasury on a server that is controlled by or on behalf of NetTreasury.
12.2 Management of the System. The management by NetTreasury of the System.
12.3 Security.
12.3.1 NetTreasury shall take all commercially reasonable measures to prevent a third party – accessing or intercepting any Customer Data without authority or permission; or interfering with Customer Data in a way which causes such Customer Data to be modified, destroyed or otherwise rendered ineffective without authority.
12.3.2 The Customer may, at its expense, at any time during the term of this TOS, itself or through its auditors or independent contractors (subject to the necessary confidentiality undertakings in favour of NetTreasury), inspect NetTreasury’s site or location, during Business Hours and so as not to interfere with NetTreasury’s normal business operations, to verify NetTreasury’s compliance with the terms of this clause 14
12.3.3. Any such inspection will take place upon at least 2 (two) days written notice to NetTreasury.
12.4 Upgrades, updates and releases. The implementation and migration to new Upgrades, updates and releases of the Server Software as such may be available to Customer including new data definition standards and developments in supported encryption and security protocols.
12.5 Data Repositories and back-up storage. Data which is stored in the data repositories available on-line through the System shall be backed-up by NetTreasury. At the request of the Customer, NetTreasury agrees to provide the Customer with copies of the data processed by the System in respect of Customer in agreed electronic format.
12.6 Disaster Recovery. NetTreasury agrees to maintain a disaster recovery facility and a disaster recovery plan which plan will be made available to the Customer upon request. In the event of a disaster, NetTreasury will implement the disaster recovery plan.
13. USER ID AND PASSWORD The Client must logoff from the NetTreasury System after usage as failure to logoff could result in unauthorised transactions for which NetTreasury will not be held liable. NetTreasury may, in its sole discretion and for whatever reason, require a Client to change his/her User ID and/or password from time to time and the Client undertakes to comply with such requirement unconditionally.
The User hereby designates the submission of the User ID and Password as the User’s express authority for purposes of all subsequent actions performed or instructions given through the NetTreasury System.
In as far as, a signature is required for each instruction or action performed, in terms of the Agreement or applicable legislation, the User hereby designates each instruction or action performed through the NetTreasury System as his written signature. Whenever required in the Agreement or applicable legislation, the submission of an instruction or action performed through the NetTreasury System shall, collectively constitute and have the same effect as a written, signed authority.
14. SUPPORT Services NetTreasury shall provide the following support services:
14.1 Errors, Malfunctions & Defects. NetTreasury shall diagnose and fix errors, malfunctions and defects. The Customer shall submit sufficient material and information to NetTreasury to enable NetTreasury to re-create the problem for diagnostic purposes on the System. NetTreasury may, in its sole discretion and subject to the specifications of the System, elect to correct errors, malfunctions or defects by applying either: a patch or fix; a re-installation of the relevant software; an Enhancement; an Upgrade; or a Modification.
14.2 Upgrades. Provided the Customer has complied with all provisions of this TOS, NetTreasury shall provide the Customer, at no cost, with Upgrades for the Client Software, if any, as published by NetTreasury from time to time. .
14.3 Telephone support services. The Customer shall be entitled to a maximum of 30 (thirty) minutes of telephone support per day, thereafter an hourly rate shall apply. Unutilised telephonic support services expire each day and do not accumulate to any other day.
15. The Service Levels
15.1 Support services shall only be provided during Business Hours.
15.2 Unless otherwise specified, any support services provided outside Business Hours shall be charged at NetTreasury’s standard overtime rates, from time to time.
15.3 With the exception of unavailability of telecommunication services, Nettreasury will respond and attempt to resolve customer incidents within the following guidelines: From the time of call logging;
15.3.1 Two hours for issues classified as urgent.
15.3.2 Four hours for issues classified as high priority.
15.3.3 Eight hours for issues classified as normal priority.
15.3.4 Twenty four hours for issues classified as low priority.
15.4 The Customer and NetTreasury will mutually determine an issue’s priority classification
16. Customer responsibilities
16.1 All customer incidents must be reported to NetTreasury through the support link on the application. NetTreasury will log and acknowledge all such incidents immediately.
16.2 The customer agrees to
16.2.1 Follow appropriate procedures.
16.2.2 Consult the Training Manual supplied by Nettreasury.
16.2.3 Determine appropriate Remedy issue priority (low, medium, high or urgent) in cooperation with NetTreasury.
16.2.4 Request and schedule special services (for example, installation of new equipment, after-hours support) at least three business days in advance. 16.2.5 Pay all charges associated with services rendered
16.2.6 Be willing and available to provide critical information within 12 hours, or such mutually agreed time of receiving a request for information from NetTreasury in seeking to resolve a Customer issue.
16.2.7 Have the following minimum system requirements operational at all times:
16.2.8 Computer or device capable of running the following · Windows XP or 7, Linux or Mac · Web Browser, Internet Explorer 8, Mozilla Firefox, Chrome · Microsoft Office or Open Office
16.2.9 Internet Connectivity via ADSL or similar
17. Specific Exclusions
17.1 Third Party Systems. No support services are provided in respect of Third Party Systems as NetTreasury does not own or operate such systems.
17.2 Enhancements. The Customer shall not be entitled to demand Enhancements and NetTreasury shall, in its sole and absolute discretion, provide the Customer with Enhancements, provided the Customer has complied with all provisions of this TOS.
17.3 Modifications. The Customer shall not be entitled to demand Modifications and NetTreasury shall, on request, in its sole and absolute discretion, elect to perform Modifications. All Modifications shall be effected at NetTreasury’s then standard charges.
17.4 On-Site support services. All support services required by a Customer on-site shall be performed at NetTreasury’s charges
17.5 Out of scope services. The following services (“out of scope services”) are excluded from the support services and, when requested by the Customer in writing, shall only be provided by NetTreasury, in its sole and absolute discretion, at NetTreasury’s standard charges , and at such time, venue and under such conditions as the Parties may agree from time to time:-
17.5.1 support services for computer programs, systems or equipment other than the System and the Client Software;
17.5.2 rectification or recovery of data lost or corrupted by Customer;
17.5.3 support services rendered more difficult, to a material extent, because of any changes, alterations, additions, modifications, or variations to the Customer System;
17.5.4 attending to errors, malfunctions or defects occasioned by the use or storage of the Client Software or System otherwise than provided for in the specifications;
17.5.5 diagnosis and/or rectification of errors, malfunctions or defects not caused by or associated with the Client Software or System; 17.5.6 acts of God, vis major or causes beyond the control of either party.
18. Other Charges Unless otherwise agreed in this TOS, NetTreasury will raise additional fees and charges for any services not included or specifically excluded in this TOS. Any additional fees or charges for other goods or services that are to be provided by NetTreasury will be agreed in a separate TOS.
19. DISCLAIMER AND LIMITATION OF LIABILITY The NetTreasury Services are provided "as is” and NetTreasury makes no express or implied representations or warranties with regard thereto. NetTreasury does not warrant that the NetTreasury System or Services will be error-free or will meet any particular criteria of accuracy, completeness or reliability of information, performance or quality. NetTreasury expressly disclaims all implied warranties, including, without limitation, warranties of merchantability, title, fitness for a particular purpose; non-infringement, compatibility, security and accuracy. Use of the NetTreasury Services is entirely at a user’s own risk and users assume full responsibility and risk of loss resulting from the use thereof. Neither NetTreasury, its shareholders, agents, consultants or employees will be liable for any damages whatsoever including, without limitation, any direct, indirect, special, incidental, consequential or punitive damages, whether arising out of contract, statute, delict or otherwise.
20. PROPRIETARY OR CONFIDENTIAL INFORMATION “Proprietary or Confidential Information” shall mean any information that the Disclosing Party (either NetTreasury or the Client) desires to protect from unrestricted disclosure or competitive use and that is designated as such in writing or appropriately marked by the Disclosing Party. Proprietary or Confidential Information may include property of third parties who have granted the Disclosing Party access to such materials.
20.1 Information provided by the Disclosing Party to the receiving Party (either NetTreasury or the Client) shall not be considered Proprietary or Confidential Information if it is: -
20.2 established by the Receiving Party to have been known by it at the time of receipt; or
20.3 becomes publicly known through no wrongful act of the Receiving Party; or
20.4 received from a third party without similar restrictions and without breach of this Licence; or
20.5 approved for release by written authorisation of the Disclosing Party; or
20.6 not identified as proprietary in accordance with this Licence; or
20.7 independently developed by the Receiving Party without resort to the Proprietary Information.
20.8 The Client acknowledges that the Software and Software Documentation include Proprietary or Confidential Information claimed to be trade secrets of NetTreasury. Client shall utilise its best efforts to prevent disclosure of such information, at least to the extent that it protects its own proprietary information. The Receiving Party agrees to disclose the Proprietary or Confidential Information only to its employees having a need-to-know, and shall not disclose any Proprietary or Confidential Information to third parties.
21. INTELLECTUAL PROPERTY NetTreasury retains all intellectual property rights in the Software and Software Documentation, including upgrades, modifications, customisations and enhancements. The logos and marks displayed on the NetTreasury System are registered and unregistered trademarks of NetTreasury and/or third parties. Nothing contained on the NetTreasury System should be construed as granting any licence or right to use any trademark without the written permission of NetTreasury and/or such third parties. Irrespective of copyright or trade marks, Clients acknowledge that NetTreasury is the proprietor of all material on the NetTreasury System, whether confidential information or not, and shall have no right, title or interest in any such material or use the material otherwise than for purposes of using or considering the NetTreasury Services.
22. BREACH Save for those provisions in the Agreement specifically providing for termination, a party may terminate the Agreement if any party breaches any material provision or term of the Agreement and fails to remedy such breach within 14 (fourteen) days of receipt of written notice requiring it to do so then the aggrieved party shall be entitled without notice, in addition to any other remedy available to it at law or under the Agreement, including obtaining an interdict, to cancel the Agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved party's right to claim damages, if entitled thereto.
23. DISPUTE RESOLUTION AND ARBITRATION
23.1 Dispute Resolution:
23.2 Save for matters involving outstanding payment, for which NetTreasury retains the right to institute collection proceedings in a court of law of competent jurisdiction, in the event of any dispute or difference arising between the parties hereto relating to or arising out of this agreement, including the implementation, execution, interpretation, rectification, validity, enforceability, termination or cancellation of this agreement, the parties will forthwith meet to attempt to settle such dispute or difference, and failing such settlement within a period of 14 (fourteen) days, the said dispute or difference will be submitted for resolution to an arbitrator in accordance with the provisions set out below, unless the parties agree otherwise, within 2 (two) Business Days.
23.3 Arbitration:
23.4 The parties shall use their best endeavours to procure the expeditious completion of the arbitration. The arbitration proceedings will only be held with the parties and their representatives present thereat and the parties shall keep the evidence used in the arbitration proceedings and any order made by the arbitrator confidential unless otherwise contemplated herein. This clause will not preclude any party from applying for or obtaining interim relief on an urgent basis from a Court of competent jurisdiction pending the decision of the arbitrator. The parties irrevocably agree that the decision in any proceedings hereunder:- (a) will be final and binding on all of them; (b) will forthwith be carried into effect; and (c) may be made an order of any court of competent jurisdiction.
24. WHOLE AGREEMENT The Agreement constitutes the whole agreement between Clients and NetTreasury and no warranties, undertakings or representations, whether express or implied, not stated herein shall be binding on the parties.
25. MARKETING REFERENCES The client agrees that NetTreasury may publicise the clients name as a client of NetTreasury in its promotional material
26. DOMICILIUM AND NOTICES
26.1 The parties choose for the purposes of the Agreement the following addresses and telefax numbers:
26.2 NetTreasury Operations (Pty) Ltd, 26.3 Postal Address P.O. Box 131241, Bryanston, 2074 26.4 Physical Address: Unit 2, Villa Toscana, Eaton Road, Bryanston
26.5 The client
26.6
Any legal process to be served on a party may be served on him at the address specified for him in 26.5 and he chooses that address as his domicilium citandi et executandi for all purposes under this Agreement.
26.7 Any notice or other communication to be given to a party in terms of the Agreement shall be valid and effective only if it is given in writing, provided that any notice given by telefax shall be regarded for this purpose as having been given in writing.
26.8 A notice to a party which is sent by registered post in a correctly addressed envelope to the address specified for him in 26.3 shall be deemed to have been received (unless the contrary is proved) within 10 (ten) days from the date it was posted, or which is delivered to the party by hand at that address shall be deemed to have been received on the day of delivery, provided it was delivered to a responsible person during ordinary business hours.
27. Schedule 1 The IMPLEMENTATION Services AND CONSIDERATION
27.1 The services
27.2 Implementation Services
27.2.1 NetTreasury will install and implement the System for the Customer by providing the implementation services as set out herein in accordance with the Project Plan
27.2.2 NetTreasury will configure the System to fit the Customer’s Profile.
27.2.3 Delivery of the SaaS Services shall be deemed to be have been effected when the Customer is able to transact on the system and or the Customer has accepted the implementation in writing on the Go-Live authorisation..
27.2.4 The Customer shall permit NetTreasury to draw up an installation schedule, in such manner and form as NetTreasury may elect from time to time, recording details of the Site, Customer System, installation process and all such information which may assist NetTreasury to provide the support for the System effectively.
27.3 Training Services NetTreasury shall, at no charge, provide the Customer with 10 (ten) hours of training during the first week of installation and configuration of the System. Save for the aforementioned, all training by NetTreasury to the Customer will be provided at NetTreasury’s rates to be agreed in writing between the Parties from time to time.
28. Schedule 2 Project plan
28.1 NetTreasury will provide the implementation service in accordance with the project plan
29. SCHEDULE 3 SERVICES PROVIDED TO CUSTOMER
29.1 The Services NetTreasury shall provide the customer with a web enabled treasury management system comprising of the following:
Forex Module: The module enables the transacting and management of foreign currencies.
Orders Module: The module enables the transacting and management of purchase and sales orders, and the linking to a foreign exchange contract
Cashflow Module: The module enables the transacting and management of cashflow budgets, forecasts and actual cash movements.
Loans and Deposits Module: The module enables the management of investment and borrowing instruments .
Metals Trading Module: The module enables the trading, management and administration of metals products.
30. SCHEDULE 4 NETTREASURY FEE SCHEDULE
The fees shall be in accordance with the proposal and the Acceptance of Proposal
32. SCHEDULE 6 Go-Live Authorisation Sign-Off Form Example APPROVAL OF PHASE –[ INSERT DETAILS]
We have reviewed, tested and approved Phase [Insert Details]. The live date is [Insert Date]
All changes and reports as specified have been completed in terms of the description and key functions set out above.
Please mark one of the following or delete the inappropriate clause, and attach any necessary source materials:
-We are happy that the project stage meets the requirements as set out in the implementation and project plan and hereby give permission to proceed to the next stage
-We are not happy that the project stage meets the requirements as set out in the implementation and project plan
-We are not happy that the project stage meets the requirements as set out in the implementation and project plan and would like the following changes to be implemented before we give permission to proceed to the next stage
Changes Required
“TOS”
between
NETTREASURY OPERATIONS (PTY) LIMITED
(registration no 2000/011624/07)
(“NetTreasury”)
and
(“Customer”)
THE PARTIES HEREBY AGREE THAT THE TERMS OF SERVICE (“TOS”) WILL BE PROVIDED TO THE CUSTOMER BY NETTREASURY ON THE TERMS AND CONDITIONS SHOWN HERE
THE TERMS OF SERVICE SHALL BE DEEMED TO BE ACCEPTED BY THE CUSTOMER UPON SIGNATURE OF THE ACCEPTANCE OF PROPOSAL OR BY THE LOGIN AND USAGE OF THE SYSTEM BY THE CUSTOMER.
1. STATUS This Terms of Service (TOS) is concluded pursuant to the NetTreasury Proposal to the Customer.
2. INTRODUCTION
2.1 NetTreasury has developed the System. NetTreasury makes the System available in a Software as a Service (SaaS) environment through which it provides application services such as the hosting, the maintenance and the administration of the System and other related services. The provision of such application services enables Authorised Users of the Customer to access the System and thereby makes use of the System Services.
2.2 The Customer wishes to use various of the applications provided by NetTreasury in order to facilitate their treasury.
2.3 The Parties therefore agree as follows.
3. DEFINITIONS In this TOS the following terms shall have the meanings set out below:
3.1 “Access” means users can access the system from a recommended internet connected browser at the url www.ntweb.co.za, www.nettreasury.co.za or such other url as advised from time to time.
3.2 “Annual licence and Maintenance” means the licence entitling the client to receive all latest upgrades and updates
3.3 “Administrator” means the Client’s administrator specified from time to time for purposes of clause
3.4 “Client or Customer” means the Specified Client and is used interchangeably
3.5 “Client System” means the Client’s network server(s) or equivalent device, single stand alone workstation and other stand alone machines on which the Software is installed;
3.6 “Commencement Date” means the date on which the Implementation Services will commence, as stipulated the cover sheet of this TOS;
3.7 “Effective date” means the specified effective date;
3.8 “Equipment” means the equipment to be sold or rented to the Customer by NetTreasury in accordance with a separate TOS;
3.9 “Enhancements” means significant changes to the Software, excluding upgrades, resulting in the addition of a feature or capability not present in the software prior to the introduction of the changes, as well as any changes to the Software designed to permit the use of the software on hardware or in conjunction with operating system software other than that for which the Software was initially designed;
3.10 “Go-Live Authorisation” means the document indicating the Customer's acceptance of the Deliverables; an example of which is shown as Annexure I hereto.
3.11 “Hosting Services” means the hosting services to be provided by NetTreasury or one of its suppliers
3.12 “Implementation Services” means the implementation and training services required to implement the System as set out in this TOS;
3.13 “Initial Term” means the period stipulated as such in the Cover Sheet, commencing on the Effective Date;
3.14 “Licence” means a User Licence and or licence to install the server based part of the Software on the Client’s server(s) if required and includes the right to use the software documentation;
3.15 “Milestone Date” means the estimated date of completion of each Deliverable (if any) as set out in the Project Plan; 3.16 “Modifications” means changes, improvements or customisation of or to the Software which may be required to adapt the software to the specific requirements of the Client;
3.17 “NetTreasury” means NetTreasury Operations (Proprietary) Limited, registration number 2000/011624/07 or its associate or subsidiary companies or successor in title, from time to time;
3.18 “NetTreasury Fee” means the fee payable to NetTreasury in terms of clause 2 of the Fee Schedule
3.19 “NetTreasury Annual Increases” means the annual fee increase payable to NetTreasury at the current CPI effective on 1st day of March each year.
3.20 “NetTreasury Services” means the services provided by NetTreasury in terms of this Agreement.
3.21 “NetTreasury System” means the information technology infrastructure underlying the NetTreasury Services, owned or managed by NetTreasury;
3.22 “Project Plan” means the project plan attached as Schedule 2 setting out the time periods according to which the System will be implemented by NetTreasury;
3.23 “Purchase option” means the outright purchase by the client of the software licence
3.24 “Profile” means the Administrator and User authorisations and access levels set up on the Software from time to time including which Users have rights to perform trades, only view trades or modify the Profile;
3.25 “Recommended Browser” means the internet browser that NetTreasury recommends and which is compatible with the NtWeb system, and which is published on the NetTreasury website from time to time
3.26 “Rental option” means the provision of the services and software to the client on a monthly basis
3.27 “SCR” means the Scope Change Agreement containing the schedule of work to be done and the fees therefore.
3.28 “Site” means the Specified site(s);
3.29 “Software” means the integrated treasury management and administration;
3.30 “SaaS” means Software as a Service and entails the provision of the System Services as set out in 3.27
3.31 “Software Documentation” means all materials, plans, documentation and tables provided by NetTreasury in connection with the Software;
3.32 “Specified” means as specified in the Client Particulars section of this Agreement;
3.33 “System Services” means the services provided or made available by NetTreasury to the Customer through the mechanism of the System and the Customer thereby accessing and using the Server Software, as set out in Schedule 2.
3.34 "System" means the web based integrated treasury management and administration system called NtWeb.;
3.35 "Software Licence Agreement" means the agreement entered into between NetTreasury and the Customer with the reference number stated on the cover sheet on this TOS;
3.36 “Server Software” means the software, in object code form, which enables the provision by NetTreasury of the System Services through the mechanism of the System and includes any related Server Software Documentation;
3.37 “Server Software Documentation” means any instructional or supplementary materials related to the Server Software that is provided by NetTreasury to the Customer pursuant to this TOS, but only to the extent that NetTreasury, in its sole discretion, makes such materials generally available for distribution to its clients generally;
3.38 “Support Services” means the services to be provided in terms of this TOS, as set out in Schedule 5;
3.39 "System" means the integrated treasury management and administration system called NtWeb.;
3.40 “System Services” means the services provided or made available by NetTreasury to the Customer through the mechanism of the System and the Customer thereby accessing and using the Server Software, as set out in Schedule 2.
3.41 “Project Termination Date” means the date on which the Implementation Services are finally signed off by the Customer in terms of this TOS.
3.42 “TOS” means the Terms of Service comprising of the Implementation, System Service, Hosting and the Support Services provided by NetTreasury 3.43 “Third Party System” means information technology systems owned or operated by persons other than NetTreasury and includes the network owned by Telkom or other external network/service providers;
3.44 “User” means an employee of the Client entitled to use the Software;
3.45 “User Licence” means an installation of the Software on a single computer hard drive enabling an employee of the Client to access the NetTreasury System;
3.46 “Upgrade” means an official new version of the System, made available by NetTreasury from time to time;
4. DURATION The duration of the TOS is as specified on the Acceptance of Proposal or In the event of the client selecting the rental option, then this Agreement shall commence on the effective date and shall endure from the effective date for a period of 12 (twelve ) months, whereafter, should no termination notice be received it shall automatically be renewed for a further period of 12 (twelve) months.
In the event of the client selecting the purchase option, then no minimum or maximum period shall be applicable.
5. CONSIDERATION As consideration for the TOS Services, the Customer shall pay NetTreasury the fees set out in SCHEDULE 4 NETTREASURY FEE SCHEDULE
6. LICENCE NetTreasury hereby grants the Customer a non-exclusive, non-transferable licence for Authorised Users to access and use the TOS Service;
6.1 only for its own business purposes;
6.2 for the purposes for which it is provided; and
6.3 subject to the terms and conditions of this TOS.
7. Restrictions
The Customer shall not, whether directly or indirectly -
7.1 except as specifically provided in this TOS, copy, translate, modify, adapt, decompile, disassemble or reverse engineer the System, the Client Software or the Server Software or any part thereof;
7.2 sub-licence or otherwise transfer the use of the System, the Client Software or the Server Software, whether in whole or in part, to any third party.
8. OTHER SERVICES Should the Customer require any services other than the TOS Services, then such other services shall be provided subject to the terms and conditions of a separate TOS which shall be concluded between the Parties.
IMPLEMENTATION SERVICES NetTreasury shall provide the Implementation Services.
CONSIDERATION As consideration for the Implementation Services the Customer shall pay NetTreasury the fees and charges set out in SCHEDULE 4 NETTREASURY FEE SCHEDULEon the terms and conditions contained in the Schedule 1.
ACCEPTANCE
8.1 Acceptance testing plan. The Customer shall carry out acceptance testing according to an acceptance testing plan as detailed in the Schedule.
8.2 Monitoring. Acceptance testing will be conducted by the Customer and will be monitored by representatives of NetTreasury.
8.3 Purpose. Acceptance testing shall be carried out to determine whether the Deliverables substantially comply with the description of the Deliverables in the Schedule.
8.4 Notification. Within 2 (two) days after the completion of acceptance testing the Customer will either notify NetTreasury in writing that the acceptance tests -
8.4.1 have been successfully completed and that it accepts the Deliverables and sign the Go Live Authorisation; or
8.4.2 have not been successfully completed and that it does not accept the Deliverables because it does not substantially comply with the description of the Deliverables in the Schedule (specifying in detail the manner in which it considers the Deliverables to have failed to comply with the description of the Deliverables in the Schedule and providing evidence upon which this view is based).
8.4.3 If the customer does not notify NetTreasury within 2 days, then NetTreasury will deem that the deliverable have been accepted.
8.5 If Deliverables are not accepted. If the Customer notifies NetTreasury in accordance with clause
8.5 that it does not accept the Deliverables, then NetTreasury shall ensure that within 30 (thirty) days the Deliverables substantially comply with the description of the Deliverables. The provisions of this clause will then apply to such subsequent acceptance testing of the “remedied” Deliverables.
8.6 Acceptance completed. The Customer shall accept the Deliverables and sign the Go-Live Authorisation if the acceptance testing as specified in this clause is successfully completed.
9. SYSTEM Services
9.1 The service provided shall be the provision of a web enabled and integrated treasury management system. The specific services and components are more fully described in The services.
9.2 Profile and authorisations. The Administrator shall remain solely responsible for managing its Profile from time to time. Only the Administrator may amend the
10. The Service LeveLs
10.1 Unavailability of System. NetTreasury shall at all times and for whatever reason have the sole and exclusive right to suspend the System Services with prior written notification giving reasons for such termination or suspension. The Customer acknowledges and accepts that the System Services may become unavailable from time to time due to various circumstances, including: technical failure or problems with the System; technical failure or problems with third party information technology systems; unavailability of telecommunication or electricity services; or other circumstances beyond the control of NetTreasury. 10.2 NetTreasury will endeavour to maintain an uptime of at least 98% of its TOS Services, excepting where technical failure or problems with third party information technology systems; unavailability of telecommunication or electricity services; or other circumstances beyond the control of NetTreasury
11. Specific Exclusions NetTreasury may use the services of certain third parties to provide information on the System from time to time, including Reuters or other price feeds. NetTreasury has no control over this information and makes no representations or warrantees of any nature as to the accuracy, appropriateness or correctness of such information. Customers agree that such information is provided “as is” and NetTreasury shall not be directly or indirectly liable for any damages that may arise from the Customer’s reliance on such information.
11.1 Relationship between Parties and trading. NetTreasury does not become a party to and not be liable for any communication, interaction or transaction between customers using the System.
12. HOSTING Services
12.1 Server Software. The hosting, maintaining and administration of the Server Software by NetTreasury on a server that is controlled by or on behalf of NetTreasury.
12.2 Management of the System. The management by NetTreasury of the System.
12.3 Security.
12.3.1 NetTreasury shall take all commercially reasonable measures to prevent a third party – accessing or intercepting any Customer Data without authority or permission; or interfering with Customer Data in a way which causes such Customer Data to be modified, destroyed or otherwise rendered ineffective without authority.
12.3.2 The Customer may, at its expense, at any time during the term of this TOS, itself or through its auditors or independent contractors (subject to the necessary confidentiality undertakings in favour of NetTreasury), inspect NetTreasury’s site or location, during Business Hours and so as not to interfere with NetTreasury’s normal business operations, to verify NetTreasury’s compliance with the terms of this clause 14
12.3.3. Any such inspection will take place upon at least 2 (two) days written notice to NetTreasury.
12.4 Upgrades, updates and releases. The implementation and migration to new Upgrades, updates and releases of the Server Software as such may be available to Customer including new data definition standards and developments in supported encryption and security protocols.
12.5 Data Repositories and back-up storage. Data which is stored in the data repositories available on-line through the System shall be backed-up by NetTreasury. At the request of the Customer, NetTreasury agrees to provide the Customer with copies of the data processed by the System in respect of Customer in agreed electronic format.
12.6 Disaster Recovery. NetTreasury agrees to maintain a disaster recovery facility and a disaster recovery plan which plan will be made available to the Customer upon request. In the event of a disaster, NetTreasury will implement the disaster recovery plan.
13. USER ID AND PASSWORD The Client must logoff from the NetTreasury System after usage as failure to logoff could result in unauthorised transactions for which NetTreasury will not be held liable. NetTreasury may, in its sole discretion and for whatever reason, require a Client to change his/her User ID and/or password from time to time and the Client undertakes to comply with such requirement unconditionally.
The User hereby designates the submission of the User ID and Password as the User’s express authority for purposes of all subsequent actions performed or instructions given through the NetTreasury System.
In as far as, a signature is required for each instruction or action performed, in terms of the Agreement or applicable legislation, the User hereby designates each instruction or action performed through the NetTreasury System as his written signature. Whenever required in the Agreement or applicable legislation, the submission of an instruction or action performed through the NetTreasury System shall, collectively constitute and have the same effect as a written, signed authority.
14. SUPPORT Services NetTreasury shall provide the following support services:
14.1 Errors, Malfunctions & Defects. NetTreasury shall diagnose and fix errors, malfunctions and defects. The Customer shall submit sufficient material and information to NetTreasury to enable NetTreasury to re-create the problem for diagnostic purposes on the System. NetTreasury may, in its sole discretion and subject to the specifications of the System, elect to correct errors, malfunctions or defects by applying either: a patch or fix; a re-installation of the relevant software; an Enhancement; an Upgrade; or a Modification.
14.2 Upgrades. Provided the Customer has complied with all provisions of this TOS, NetTreasury shall provide the Customer, at no cost, with Upgrades for the Client Software, if any, as published by NetTreasury from time to time. .
14.3 Telephone support services. The Customer shall be entitled to a maximum of 30 (thirty) minutes of telephone support per day, thereafter an hourly rate shall apply. Unutilised telephonic support services expire each day and do not accumulate to any other day.
15. The Service Levels
15.1 Support services shall only be provided during Business Hours.
15.2 Unless otherwise specified, any support services provided outside Business Hours shall be charged at NetTreasury’s standard overtime rates, from time to time.
15.3 With the exception of unavailability of telecommunication services, Nettreasury will respond and attempt to resolve customer incidents within the following guidelines: From the time of call logging;
15.3.1 Two hours for issues classified as urgent.
15.3.2 Four hours for issues classified as high priority.
15.3.3 Eight hours for issues classified as normal priority.
15.3.4 Twenty four hours for issues classified as low priority.
15.4 The Customer and NetTreasury will mutually determine an issue’s priority classification
16. Customer responsibilities
16.1 All customer incidents must be reported to NetTreasury through the support link on the application. NetTreasury will log and acknowledge all such incidents immediately.
16.2 The customer agrees to
16.2.1 Follow appropriate procedures.
16.2.2 Consult the Training Manual supplied by Nettreasury.
16.2.3 Determine appropriate Remedy issue priority (low, medium, high or urgent) in cooperation with NetTreasury.
16.2.4 Request and schedule special services (for example, installation of new equipment, after-hours support) at least three business days in advance. 16.2.5 Pay all charges associated with services rendered
16.2.6 Be willing and available to provide critical information within 12 hours, or such mutually agreed time of receiving a request for information from NetTreasury in seeking to resolve a Customer issue.
16.2.7 Have the following minimum system requirements operational at all times:
16.2.8 Computer or device capable of running the following · Windows XP or 7, Linux or Mac · Web Browser, Internet Explorer 8, Mozilla Firefox, Chrome · Microsoft Office or Open Office
16.2.9 Internet Connectivity via ADSL or similar
17. Specific Exclusions
17.1 Third Party Systems. No support services are provided in respect of Third Party Systems as NetTreasury does not own or operate such systems.
17.2 Enhancements. The Customer shall not be entitled to demand Enhancements and NetTreasury shall, in its sole and absolute discretion, provide the Customer with Enhancements, provided the Customer has complied with all provisions of this TOS.
17.3 Modifications. The Customer shall not be entitled to demand Modifications and NetTreasury shall, on request, in its sole and absolute discretion, elect to perform Modifications. All Modifications shall be effected at NetTreasury’s then standard charges.
17.4 On-Site support services. All support services required by a Customer on-site shall be performed at NetTreasury’s charges
17.5 Out of scope services. The following services (“out of scope services”) are excluded from the support services and, when requested by the Customer in writing, shall only be provided by NetTreasury, in its sole and absolute discretion, at NetTreasury’s standard charges , and at such time, venue and under such conditions as the Parties may agree from time to time:-
17.5.1 support services for computer programs, systems or equipment other than the System and the Client Software;
17.5.2 rectification or recovery of data lost or corrupted by Customer;
17.5.3 support services rendered more difficult, to a material extent, because of any changes, alterations, additions, modifications, or variations to the Customer System;
17.5.4 attending to errors, malfunctions or defects occasioned by the use or storage of the Client Software or System otherwise than provided for in the specifications;
17.5.5 diagnosis and/or rectification of errors, malfunctions or defects not caused by or associated with the Client Software or System; 17.5.6 acts of God, vis major or causes beyond the control of either party.
18. Other Charges Unless otherwise agreed in this TOS, NetTreasury will raise additional fees and charges for any services not included or specifically excluded in this TOS. Any additional fees or charges for other goods or services that are to be provided by NetTreasury will be agreed in a separate TOS.
19. DISCLAIMER AND LIMITATION OF LIABILITY The NetTreasury Services are provided "as is” and NetTreasury makes no express or implied representations or warranties with regard thereto. NetTreasury does not warrant that the NetTreasury System or Services will be error-free or will meet any particular criteria of accuracy, completeness or reliability of information, performance or quality. NetTreasury expressly disclaims all implied warranties, including, without limitation, warranties of merchantability, title, fitness for a particular purpose; non-infringement, compatibility, security and accuracy. Use of the NetTreasury Services is entirely at a user’s own risk and users assume full responsibility and risk of loss resulting from the use thereof. Neither NetTreasury, its shareholders, agents, consultants or employees will be liable for any damages whatsoever including, without limitation, any direct, indirect, special, incidental, consequential or punitive damages, whether arising out of contract, statute, delict or otherwise.
20. PROPRIETARY OR CONFIDENTIAL INFORMATION “Proprietary or Confidential Information” shall mean any information that the Disclosing Party (either NetTreasury or the Client) desires to protect from unrestricted disclosure or competitive use and that is designated as such in writing or appropriately marked by the Disclosing Party. Proprietary or Confidential Information may include property of third parties who have granted the Disclosing Party access to such materials.
20.1 Information provided by the Disclosing Party to the receiving Party (either NetTreasury or the Client) shall not be considered Proprietary or Confidential Information if it is: -
20.2 established by the Receiving Party to have been known by it at the time of receipt; or
20.3 becomes publicly known through no wrongful act of the Receiving Party; or
20.4 received from a third party without similar restrictions and without breach of this Licence; or
20.5 approved for release by written authorisation of the Disclosing Party; or
20.6 not identified as proprietary in accordance with this Licence; or
20.7 independently developed by the Receiving Party without resort to the Proprietary Information.
20.8 The Client acknowledges that the Software and Software Documentation include Proprietary or Confidential Information claimed to be trade secrets of NetTreasury. Client shall utilise its best efforts to prevent disclosure of such information, at least to the extent that it protects its own proprietary information. The Receiving Party agrees to disclose the Proprietary or Confidential Information only to its employees having a need-to-know, and shall not disclose any Proprietary or Confidential Information to third parties.
21. INTELLECTUAL PROPERTY NetTreasury retains all intellectual property rights in the Software and Software Documentation, including upgrades, modifications, customisations and enhancements. The logos and marks displayed on the NetTreasury System are registered and unregistered trademarks of NetTreasury and/or third parties. Nothing contained on the NetTreasury System should be construed as granting any licence or right to use any trademark without the written permission of NetTreasury and/or such third parties. Irrespective of copyright or trade marks, Clients acknowledge that NetTreasury is the proprietor of all material on the NetTreasury System, whether confidential information or not, and shall have no right, title or interest in any such material or use the material otherwise than for purposes of using or considering the NetTreasury Services.
22. BREACH Save for those provisions in the Agreement specifically providing for termination, a party may terminate the Agreement if any party breaches any material provision or term of the Agreement and fails to remedy such breach within 14 (fourteen) days of receipt of written notice requiring it to do so then the aggrieved party shall be entitled without notice, in addition to any other remedy available to it at law or under the Agreement, including obtaining an interdict, to cancel the Agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved party's right to claim damages, if entitled thereto.
23. DISPUTE RESOLUTION AND ARBITRATION
23.1 Dispute Resolution:
23.2 Save for matters involving outstanding payment, for which NetTreasury retains the right to institute collection proceedings in a court of law of competent jurisdiction, in the event of any dispute or difference arising between the parties hereto relating to or arising out of this agreement, including the implementation, execution, interpretation, rectification, validity, enforceability, termination or cancellation of this agreement, the parties will forthwith meet to attempt to settle such dispute or difference, and failing such settlement within a period of 14 (fourteen) days, the said dispute or difference will be submitted for resolution to an arbitrator in accordance with the provisions set out below, unless the parties agree otherwise, within 2 (two) Business Days.
23.3 Arbitration:
23.4 The parties shall use their best endeavours to procure the expeditious completion of the arbitration. The arbitration proceedings will only be held with the parties and their representatives present thereat and the parties shall keep the evidence used in the arbitration proceedings and any order made by the arbitrator confidential unless otherwise contemplated herein. This clause will not preclude any party from applying for or obtaining interim relief on an urgent basis from a Court of competent jurisdiction pending the decision of the arbitrator. The parties irrevocably agree that the decision in any proceedings hereunder:- (a) will be final and binding on all of them; (b) will forthwith be carried into effect; and (c) may be made an order of any court of competent jurisdiction.
24. WHOLE AGREEMENT The Agreement constitutes the whole agreement between Clients and NetTreasury and no warranties, undertakings or representations, whether express or implied, not stated herein shall be binding on the parties.
25. MARKETING REFERENCES The client agrees that NetTreasury may publicise the clients name as a client of NetTreasury in its promotional material
26. DOMICILIUM AND NOTICES
26.1 The parties choose for the purposes of the Agreement the following addresses and telefax numbers:
26.2 NetTreasury Operations (Pty) Ltd, 26.3 Postal Address P.O. Box 131241, Bryanston, 2074 26.4 Physical Address: Unit 2, Villa Toscana, Eaton Road, Bryanston
26.5 The client
26.6
Any legal process to be served on a party may be served on him at the address specified for him in 26.5 and he chooses that address as his domicilium citandi et executandi for all purposes under this Agreement.
26.7 Any notice or other communication to be given to a party in terms of the Agreement shall be valid and effective only if it is given in writing, provided that any notice given by telefax shall be regarded for this purpose as having been given in writing.
26.8 A notice to a party which is sent by registered post in a correctly addressed envelope to the address specified for him in 26.3 shall be deemed to have been received (unless the contrary is proved) within 10 (ten) days from the date it was posted, or which is delivered to the party by hand at that address shall be deemed to have been received on the day of delivery, provided it was delivered to a responsible person during ordinary business hours.
27. Schedule 1 The IMPLEMENTATION Services AND CONSIDERATION
27.1 The services
27.2 Implementation Services
27.2.1 NetTreasury will install and implement the System for the Customer by providing the implementation services as set out herein in accordance with the Project Plan
27.2.2 NetTreasury will configure the System to fit the Customer’s Profile.
27.2.3 Delivery of the SaaS Services shall be deemed to be have been effected when the Customer is able to transact on the system and or the Customer has accepted the implementation in writing on the Go-Live authorisation..
27.2.4 The Customer shall permit NetTreasury to draw up an installation schedule, in such manner and form as NetTreasury may elect from time to time, recording details of the Site, Customer System, installation process and all such information which may assist NetTreasury to provide the support for the System effectively.
27.3 Training Services NetTreasury shall, at no charge, provide the Customer with 10 (ten) hours of training during the first week of installation and configuration of the System. Save for the aforementioned, all training by NetTreasury to the Customer will be provided at NetTreasury’s rates to be agreed in writing between the Parties from time to time.
28. Schedule 2 Project plan
28.1 NetTreasury will provide the implementation service in accordance with the project plan
29. SCHEDULE 3 SERVICES PROVIDED TO CUSTOMER
29.1 The Services NetTreasury shall provide the customer with a web enabled treasury management system comprising of the following:
Forex Module: The module enables the transacting and management of foreign currencies.
Orders Module: The module enables the transacting and management of purchase and sales orders, and the linking to a foreign exchange contract
Cashflow Module: The module enables the transacting and management of cashflow budgets, forecasts and actual cash movements.
Loans and Deposits Module: The module enables the management of investment and borrowing instruments .
Metals Trading Module: The module enables the trading, management and administration of metals products.
30. SCHEDULE 4 NETTREASURY FEE SCHEDULE
The fees shall be in accordance with the proposal and the Acceptance of Proposal
32. SCHEDULE 6 Go-Live Authorisation Sign-Off Form Example APPROVAL OF PHASE –[ INSERT DETAILS]
We have reviewed, tested and approved Phase [Insert Details]. The live date is [Insert Date]
All changes and reports as specified have been completed in terms of the description and key functions set out above.
Please mark one of the following or delete the inappropriate clause, and attach any necessary source materials:
-We are happy that the project stage meets the requirements as set out in the implementation and project plan and hereby give permission to proceed to the next stage
-We are not happy that the project stage meets the requirements as set out in the implementation and project plan
-We are not happy that the project stage meets the requirements as set out in the implementation and project plan and would like the following changes to be implemented before we give permission to proceed to the next stage
Changes Required