This document is provided in good faith and without prejudice and sets out the terms governing the relationship between BlueBox and the Customer.

In the event that you are representing a company or other organisation, you hereby state that you, the person named above, are duly authorized to do so.

2. The Parties

NetIdeas cc t/a BlueBox (South Africa), Reg No. 2007/209398/23 (also referred to as BlueBox or The BlueBox), and

you, the Customer, acting either in your personal capacity or as the duly authorised representative of a legal entity (the Customer).

3. Background and Summary

BlueBox has developed proprietary software products and modules which the Customer intends to use as an end-user.

4. Commencement and Duration

This Agreement shall commence on the date of acceptance of these Terms by the Customer and shall continue until terminated.
Either party may terminate this Agreement by providing written notice as follows:

5. Warranty Disclaimer and Limitation of Liability

    Nothing in this Agreement is intended to exclude or limit any statutory consumer or corporate rights which cannot lawfully be excluded.
    Within the limits permitted by applicable law, you acknowledge that you have independently reviewed and evaluated BlueBox products and services and have satisfied yourself as to their suitability and fitness for your intended purposes.
    Except as expressly stated, BlueBox provides its products and services 'as is' and 'as available', without warranties of any kind, whether express or implied, including but not limited to warranties of performance, merchantability, or fitness for a particular purpose.
    To the maximum extent permitted by law:

BlueBox does not warrant that its products or services will be uninterrupted, error-free, or free from defects.

BlueBox's total liability arising under or in connection with this Agreement shall be limited to rectifying any proven malfunction within a reasonable time and at no additional charge, provided that:

Under no circumstances shall BlueBox be liable for any indirect, incidental, special, consequential, or economic loss, including but not limited to loss of income, loss of profits, loss of data, business interruption, or reputational damage, whether suffered by you or any associated party (including staff, customers, suppliers, or affiliates), howsoever arising.

6. Payment

You agree to pay all invoices issued by BlueBox in accordance with the following terms:

A non-refundable deposit of fifty percent (50%) of all setup fees is payable prior to commencement of work, with the remaining fifty percent (50%) payable upon completion of the setup.

Monthly fees for products, services, and module rentals shall be invoiced in advance during the preceding month and shall be payable within thirty (30) days from the date of invoice.

All fees are exclusive of VAT or any similar taxes where applicable. Where you are exempt from VAT or eligible for zero-rating, it is your responsibility to notify BlueBox in writing and provide appropriate supporting documentation to enable correct accounting treatment.

Without prejudice to any other rights or remedies available to it, BlueBox reserves the right, in the event of your default in payment or other material obligations under this Agreement, and without prior notice, to suspend, remove, reclaim, or terminate any products or services provided to you.

In such circumstances, all applicable limitations of liability and indemnities contained in this Agreement shall continue to apply.

You shall be liable for all reasonable legal, collection, and recovery costs incurred by BlueBox in recovering any overdue amounts.

BlueBox reserves the right to increase monthly or recurring fees in line with inflation. Any such increase shall occur no more than once per calendar year and shall be communicated to you in advance.

7. Software Licensing

Where applicable, BlueBox grants you a non-exclusive, non-transferable, revocable licence to use BlueBox products for the duration of this Agreement, solely for your internal business purposes and solely via a single hosted instance of the software operated and maintained by BlueBox.
You shall not:

copy, sublicense, sell, assign, or otherwise transfer the software or licence;

permit unauthorised access to the software, source code, credentials, or systems; or

8. Backups and Data Responsibility

BlueBox systems are backed up regularly, and stored for a limited period, as part of our operational procedures. However, you acknowledge and agree that, when it comes to your data, you bear sole responsibility for the backing up and retention of any data residing within any BlueBox product or service-related database.
While BlueBox may provide data backup, extraction or export tools, the provision of such tools does not constitute a backup service, and responsibility for maintaining adequate backups remains with you at all times.

9. Hardware

    BlueBox does not warrant or guarantee that any hardware provided or selected by you will be compatible with its software or systems. The responsibility for ensuring compatibility rests entirely with you.
    Ownership, risk, maintenance, repair, and replacement of all hardware shall remain solely your responsibility.
    In the event that any hardware becomes non-functional or incapable of operating the BlueBox software:

BlueBox’s obligations under this Agreement shall be suspended for the duration of such non-functionality; and

unless otherwise agreed in writing, you shall remain liable for all applicable software licence and support fees during such suspension.

10. Confidentiality and Non-Disclosure

Each party may receive confidential or proprietary information relating to the other party’s business.
The receiving party agrees to:

Not disclose or reproduce the information without prior written consent;

Not reverse engineer, decompile, or derive works from proprietary materials.

11. Intellectual Property and Data Ownership

    All intellectual property rights, whether existing or future, embodied in BlueBox products or services remain the exclusive property of BlueBox.
    You shall not challenge or dispute such ownership at any time.
    Third-party or open-source components remain subject to their respective licences.
    BlueBox acknowledges that all customer data input by you through the system remains your property and shall be accessible during the term of this Agreement and for thirty (30) days following termination.

12. Data Protection and GDPR Compliance

Each party agrees to comply with the UK GDPR, EU GDPR, and all applicable data protection laws.
BlueBox:

Will notify the ICO and affected parties of material breaches within 48 hours.

13. Service Levels (SLA)

    BlueBox provides software services on a 24/7 availability basis, subject to maintenance and unforeseen outages.
    Support requests must be logged via support@blueboxonline.com
    Support availability:

After-hours emergency support where reasonably available (no guaranteed response times).

Feature Requests: Logged and assessed; may be included as general features or quoted separately.

14. Breach and Termination

If either party breaches this Agreement, the non-breaching party may require rectification within seven (7) days.
Failure to remedy may result in immediate termination without prejudice to other rights.

15. Assignment

You may not assign or transfer this Agreement without BlueBox's prior written consent.
BlueBox may assign this Agreement upon written notice.

16. General

    No waiver shall be effective unless in writing.
    This Agreement constitutes the entire agreement between the parties.
    Any amendment must be in writing and signed by both parties.
    This Agreement shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of its courts.

TERMS AND CONDITIONS:

1. Definitions and Purpose