1. Definitions
In these Terms and Conditions:
– “Company” / “We” / “Us” / “Our” refers to Imply IT (Pty) Ltd.
– “Client” / “You” / “Your” refers to the person or entity engaging the Company’s services.
– “Services” means IT consulting, support, software development, hardware supply, hosting, or any other service provided by the Company.
– “Agreement” means the binding contract formed when You accept these Terms and Conditions.

2. Application of Terms
2.1 These Terms and Conditions apply to all services provided by the Company unless otherwise agreed in writing.
2.2 By engaging Our services, You agree to be bound by these Terms and Conditions.
2.3 Additional or project-specific terms may be included in service agreements, proposals, or quotations.

3. Services
3.1 The Company will provide Services with reasonable care, skill, and in accordance with industry standards.
3.2 Service levels and response times will be subject to written service-level agreements (SLAs) where applicable.
3.3 The Company reserves the right to engage subcontractors or third-party suppliers where necessary.

4. Fees and Payment
4.1 All fees will be set out in quotations, proposals, or invoices provided to the Client.
4.2 Unless otherwise stated, all fees are exclusive of VAT.
4.3 Payment terms are strictly [e.g., 30 days from invoice date] unless otherwise agreed.
4.4 Late payments will attract interest at the maximum legal rate in accordance with the National Credit Act.
4.5 The Company reserves the right to suspend or terminate services for non-payment.

5. Client Responsibilities
5.1 The Client must provide accurate information and reasonable access to premises, systems, or personnel as required.
5.2 The Client must ensure all software and hardware used complies with licensing and legal requirements.
5.3 The Client remains responsible for backups of its own data unless explicitly contracted otherwise.

6. Confidentiality & Data Protection
6.1 Both parties agree to keep confidential any proprietary information disclosed during the engagement.
6.2 The Company complies with the Protection of Personal Information Act, 2013 (POPIA).
6.3 The Client acknowledges that certain third-party services (e.g., cloud hosting) may involve data transfers outside South Africa.

7. Intellectual Property
7.1 Unless otherwise agreed, all intellectual property developed by the Company remains the property of the Company until full payment is received.
7.2 Software licenses provided are subject to the terms of the relevant software vendor.
7.3 The Client may not reverse-engineer, copy, or resell any proprietary solutions without prior written consent.

8. Limitation of Liability
8.1 To the maximum extent permitted by South African law, the Company shall not be liable for:
– Indirect or consequential damages;
– Loss of profits, data, or business opportunities;
– Any damages arising from third-party services.
8.2 The Company’s total liability shall not exceed the total fees paid by the Client for the specific service giving rise to the claim.

9. Warranties & Disclaimers
9.1 The Company does not warrant that Services will be uninterrupted or error-free.
9.2 Any third-party hardware or software is subject to the manufacturer or vendor’s warranty.
9.3 Except as expressly stated, all warranties are excluded to the fullest extent permitted by law.

10. Termination
10.1 Either party may terminate the Agreement with [e.g., 30 days’ written notice].
10.2 The Company may terminate immediately if:
– The Client breaches these Terms and fails to remedy within 14 days of notice;
– The Client becomes insolvent or enters business rescue.
10.3 Upon termination, all outstanding fees become immediately payable.

11. Force Majeure
The Company shall not be liable for any failure or delay caused by events beyond its reasonable control, including but not limited to natural disasters, power failures, strikes, or cyber-attacks.

12. Governing Law & Jurisdiction
These Terms and Conditions are governed by the laws of the Republic of South Africa. Any disputes shall be resolved in the courts of South Africa.

13. Variation
The Company may update or amend these Terms from time to time. The latest version will always be available on request or via the Company’s website.

14. Entire Agreement
These Terms, together with any written proposals, quotations, or service-level agreements, constitute the entire agreement between the parties.