Article 1 Definitions 

In these terms and conditions (hereby referred to as ‘Conditions’) we define the following items: 

1. Acceptance Test: the formal testing period, if agreed in writing between Steltix Development South Africa (Pty) Ltd (Steltix) and the Customer, in which the Customer is entitled to test the Programming and/or Activities solely for verification against the agreed written specifications; 

2. Activities: all activities, programming, services and/or deliveries assigned to Steltix by the Customer or performed by Steltix for the Customer or on behalf of third parties. The foregoing shall be interpreted in the broadest possible sense and shall, in any event, include all activities, services and deliveries as expressly provided for in the Proposal and Agreement (as the case may be); 

3. Agreement: every agreement, arrangement or understanding between Steltix and the Customer, whether written, verbal or implied by conduct (including, without limitation, the acceptance of a Proposal or the issuing of a purchase order by the Customer, and including every change modification or addition thereto agreed to between the Parties 

4. Assignment: the formal instruction, mandate, or engagement given by the Customer to Steltix to perform specific Activities, as confirmed by Steltix in writing, whether arising from acceptance of an offer, commencement of the Activities on reasonable grounds, or written confirmation by Steltix of such instruction; 

5. Confidential Information: any confidential, proprietary and/or trade secret information concerning products, technology, services, finances, personnel or business practices or policies, including, without limitation, information relating to research and development, know-how, inventions, specifications, software, and market analysis, research strategies, projections and forecasts;

6. Customer: every natural or juristic person that has been invited by Steltix to make an offer to Steltix or with whom Steltix has entered into a valid and binding Agreement with; 

7. Defects or Shortcomings: where agreed work executed between Steltix and the Customer is not fulfilled according to the written technical specifications and which results in the agreed work and/or programming being incapable of being used operationally by the Customer;

8. Disclosing Party: The Party that discloses or makes available Confidential Information to the other party in connection with the Proposal, and Agreement, whether such disclosure is made directly or through its employees, agents, or affiliates; 

9. Parties: Steltix and the Customer, and Party means either one of them as the context may require; 

10. Programming: the software that needs to be delivered to the Customer and installed, configured, and/or implemented by Steltix; 

11. Project: the agreed scope of work forming the framework within which Steltix performs the Activities, including all related specifications, requirements, coordination, and deliverables; 

12. Proposal: any written communication by Steltix to a Customer, containing proposals, statements of work, special offers, quotations, and responses to requests for proposals, pricing, terms, conditions for the performance of Activities by Steltix, for the purposes of negotiating and/or concluding a binding Agreement; 

13. Receiving Party: The Party that receives Confidential Information from the Disclosing Party in connection with the Proposal, and/or Agreement and is subject to confidentiality obligations in respect of such information, unless the information falls within one or more of the agreed exceptions to Confidential Information; and 

14. Steltix: is the private limited company incorporated in terms of the laws of South Africa under registration number 2022/601465/07.

Article 2 Appropriateness 

1. These Conditions are applicable to all Agreements and/or Proposals in effect between Steltix and Customers. 

2. These Conditions must, where applicable, be read in conjunction with the relevant Proposal and/or Agreement in place with the relevant Customer. In the event of any conflict between these Conditions and the terms of a specific Proposal or Agreement, the terms of the specific Proposal or Agreement shall prevail to the extent of that conflict. 

3. Deviations from these Conditions or a Proposal or an Agreement is only effective if in writing between Steltix and the relevant Customer. Only persons authorised by Steltix are permitted to accept any written deviations and such accepted deviations will only be applicable to the specific Proposal and/or Agreement in question. Special offers are based on the information provided by the Customer. Should the provided information be incorrect which results in Steltix incurring any additional costs of any nature whatsoever, the total additional costs will be put on the account of the Customer, who shall be liable for the full costs. 

4. If any provision of these Conditions is found by a court of competent jurisdiction or an arbitrator to be wholly or partly invalid, then such provision shall be several from, and shall not form part of these Conditions. The remaining provisions will nonetheless be valid and enforceable. 

5. From time-to-time Steltix may not always require strict compliance of these Conditions. This is not a waiver on the part of Steltix and does not mean that its provisions do not apply, or that Steltix in any degree would lose the right to otherwise require strict compliance of the provisions of these terms and conditions.

Article 3 Special Offers and Agreement 

1. Unless otherwise explicitly indicated and agreed to between Steltix and the Customer, Steltix makes their Proposals which include offers valid for up to forty-five days after the date of the original offer. 

2. Steltix shall not be liable to honour or maintain any offers containing patent errors and/or mistakes which are promptly brough to the attention of Customer. 

3. A valid and binding Agreement will only come into force upon the Customer accepting in writing an offer made by Steltix in accordance with these Conditions, or when Steltix has in fact commenced activities on the agreed scope of work, or by a written confirmation from Steltix to this effect to the Customer. 

Article 4 Cancellation 

1. When the Customer cancels an Agreement in accordance with the terms of that Agreement, the Customer will be held responsible to pay for all the costs incurred by Steltix in respect of the initial execution of the Agreement related to the work completed. Furthermore, Steltix has the right to claim compensation for any and all Steltix losses incurred.

Article 5 Obligations of the Customer 

1. The Customer shall provide Steltix with all relevant and necessary information in a timely and appropriate manner. Furthermore, in cases where it is necessary for the execution of the project and Activities, the Customer will provide the necessary specifications to execute the Activities. 

2. Customer is solely responsible for determining that the nature and scope of the Activities are appropriate and adequate for its needs. 

3. The Customer is obliged to provide all necessary cooperation to allow Steltix execute the Activities. 

4. The Customer shall grant Steltix access, at all reasonable times, to its premises where Steltix is required to execute its Activities. Additionally, the Customer shall provide a suitable workspace and facilities necessary for the execution of Activities, in compliance with all necessary technical specifications and legal requirements. 

5. Unless agreed otherwise, the Customer shall, in a timely manner, provide Steltix with all relevant information about third parties involved in the Project, who are not designated by Steltix. The Customer shall communicate such information to Steltix as soon as possible and ensure appropriate coordination with all the involved parties and alongside other Activities. 

6. The Customer shall, at its own cost, ensure that appropriate back-ups are made daily, to avoid the loss of critical information and data for the Activities. Where it becomes necessary to reinstall the Programming, Steltix shall, if required and where necessary, be entitled to rely on and use the Customer’s back-up data for such reinstallation.

Article 6 Obligations on Steltix 

1. Steltix will execute, with all its best endeavours, the scope of work set out in the Proposal and the Agreement. 

2. Steltix shall ensure that the Assignments given to it will be executed according to the agreed specifications, in a reasonably skilled manner. 

3. Steltix will use reasonable efforts to work within the agreed time to perform or, when no timeframe is agreed upon, within a reasonable timeframe. Unless expressly agreed otherwise in writing, any dates specified for the performance of the work are estimations, solely intended for the purpose of planning and shall not be contractually binding. 

4. Steltix shall ensure that its staff performing the Activities have and throughout the performance of the obligations continue to have, the necessary expertise and experience required to perform the Activities.

Article 7 Additional work 

1. If during the Project or performance of Activities, the Customer requests any additional Activities or modifications, including changes affecting the timeframe set out in an Agreement, Steltix will use its best endeavours to comply with such requests, provided that any additional work will be charged for at Steltix’s usual and/or standard rates. 

2. For the avoidance of doubt, Steltix is not obliged to comply with such a request.

Article 8 Acceptance 

1. If an Acceptance Test is agreed upon in writing, the test period will amount to fourteen days after Steltix has informed the Customer in writing that the Activities have been completed. 

2. The test period will only start when the implemented Programming and/or Activities by Steltix are technically released by Steltix. 

3. During the test period the Customer is not permitted and/or entitled to use the Programming for production or operational purposes. 

4. If an Acceptance Test is agreed upon in writing between Steltix and the Customer, the Programming and/or Activities shall be deemed accepted on the first day following the expiry of the fourteen day Acceptance Test period, unless Steltix receives, before the end of that period, a written a test report in which it is stated, in reasonable detail, the Defects identified in the Programming. In the event that such a test report is submitted timeously, acceptance shall occur once the Defects have been corrected, removed or repaired, or if accepted despite the presence of imperfections. 

5. Where no Acceptance Test has been agreed in writing, Steltix will notify the Customer when the Programming and/or Activities are ready for use. The Activities and/or Programming shall be deemed accepted if the Customer does not inform Steltix in writing, within fourteen days of such notification of its refusal to accept, supported by documented reasons for such non-acceptance.

 6. Notwithstanding the foregoing, any Programming and/or Activities that are used by the Customer prior to acceptance, other than for testing purposes, shall be deemed to have been fully and unconditionally accepted and delivered as of the date that such use commenced.

7. Steltix will use their reasonable efforts to repair any Defects within a reasonable timeframe, and Steltix is authorised to install temporary solutions in the Programming and/or Activities until such time as those Defects have been repaired. 

8. If the Programming and/or Activities are de- livered and tested in phases and/or parts, the nonacceptance of a certain phase or part shall not affect the acceptance of another phase and/or another part. The acceptance of the final phase and/or last part shall constitute acceptance of all the Activities and/or Programming as a whole. 

9. Acceptance of the Programming may only be refused on the grounds of non-compliance with the specific written specifications agreed between the Parties. Acceptance may not be withheld due to the existence of minor Defects that do not reasonably prevent the operational use or processing of the Programming and/or Activities. 

10. Upon acceptance of the Programming and/or Activities in accordance with this article the risk in respect of the Programming and/or Activities shall pass to the Customer, and Steltix shall no longer liable for any Shortcomings relating to the Activities and/or Programming. The fees due in respect thereof shall remain payable and owing by the Customer.

Article 9 Prices 

1. All prices are exclusive of VAT (which shall be payable at the prevailing rate) or other costs that are obligatory under governmental legislation, unless indicated otherwise. The specific pricing model, rates and fees applicable to each engagement shall be as set out in the relevant Proposal or Agreement. 

2. All prices and tariffs are based upon the performance of the Agreement during normal working hours, being Monday to Friday from 09.00 – 17.00, with a maximum of eight working hours per day, unless agreed otherwise between Steltix and the Customer. 

3. Unless expressly stated otherwise in the offer or when it is explicitly agreed on in writing, travelling time, travel and accommodation expenses, overtime and any other incidental or special costs resulting from the performance of the Activities are not included in the prices and tariffs. Where such these costs are not included, Steltix shall be entitled to charge them separately. 

4. Unless otherwise agreed in writing, Steltix shall be entitled to adjust the prices for the Activities annually in accordance with the applicable index figures for the labour costs, including collective labour agreement wages and any applicable special allowances, as published for the category of business-related services.

Article 10 Payment 

1. When the Activities wholly or partially consist of the provision of services, Steltix shall, unless otherwise agreed in the relevant Proposal or Agreement, be entitled to invoice the Customer monthly or at such intervals as may be agreed upon in the Proposal and/or Agreement. Invoicing shall be based on actual time spent, calculated by multiplying the hours worked by the agreed hourly rate. Where no hourly rate has been agreed, Steltix shall be entitled to charge its standard hourly tariff. Where the Proposal or Agreement specifies alternative payment terms, invoicing methods or billing structures, such terms shall apply. 

2. The term of payment is thirty days from the date of invoice unless a different payment term has been specified on the invoice. If any amount is not paid when due, default interest shall accrue on the overdue amount from the due date until payment, at a rate equal to prime (as published by First National Bank plus 2% per annum, not exceeding the in-duplum-rule. 

3. The hours to be invoiced will be calculated according to the time or hour's registration forms are signed for in respect of the Agreement by the Customer. Where a time or hour's registration form is not signed by the Customer, or where there is a discrepancy between the hours claimed by the Customer and the hours invoiced or to be invoiced by Steltix, the records maintain from the administration of Steltix shall be deemed final and binding. 

4. In the case of delivery of goods or other items (including software), invoicing will take place upon delivery to the Customer, unless otherwise agreed in writing.

5. In case of a dispute about an invoice, the Customer will notify Steltix in writing within fourteen days after the date the invoice is issued, stating the reason(s) of the dispute. In case of an error on an invoice which is corrected, the Customer has no right to a claim on any compensation, discount, or settlement. 

6. If the Customer is in default of timely fulfilment of its obligations, all reasonable costs incurred in obtaining payment or enforcing its rights shall be borne by the Customer.

Article 11 Intellectual property 

1. If and as far as Steltix makes (standard) third party Programming available to the Customer, the applicable license terms and conditions of the third party shall apply, unless Steltix expressly notifies the Customer otherwise in writing. The Customer acknowledges and agrees that it is to accept the relevant license agreement entered between the Customer and the relevant third party and hereby accepts the applicability of such third-party terms and conditions. 

2. The Customer indemnifies and holds Steltix harmless against all claims, liabilities, damages, and costs incurred as a result of any third party claims alleging infringement of intellectual property rights , where such claims arise from the use of data, software, or materials, or work methods supplied to Steltix by or on behalf of the Customer for the purpose of performing the Agreement. 

3. The Programming remains the property of Steltix. Without limiting the foregoing, the Customer shall not permit or enable any third party, automated system, or artificial intelligence tool to copy, reproduce, reverse-engineer, decompile or otherwise derive, extract or replicate the Programming or any part thereof, whether directly or indirectly.

Article 12 Confidentiality 

1. The Parties shall observe strict confidentiality towards third parties and shall ensure that their respective employees, agents, and any third parties engaged for the performance of the Agreement do the same, with regard to all Confidential Information and matters relating to the Customer or Steltix of which they become aware in the course of performing the Proposal and/or Agreement. 

2. Confidentiality obligations shall also apply to information which, by its nature or circumstances, ought reasonably to be understood as confidential, even if such confidentiality is not expressly designated as such. Notwithstanding the foregoing, Steltix shall be entitled to refer to the Customer by name and to provide a brief description of the Activities performed as a reference to existing or potential customers, unless otherwise agreed in writing. 

3. Confidential Information does not include information that: 

​A. is already known to the Receiving Party at the time it is disclosed and has not been obtained wrongfully;

​B. becomes publicly known without fault of the Receiving Party, 

​C. is independently developed by the Receiving Party; 

​D. is approved for release in writing by the Disclosing Party; 

​E. is disclosed without restriction by the Disclosing Party to a third party; or 

​F. is disclosed pursuant to legal obligations beyond the control of the Disclosing Party and Receiving Party. 

4. The Parties are not allowed to duplicate any documents such as schemes, software or other business information concerning their Agreement or give all the above to third parties for inspection, other than necessary as part of the execution of the Agreement.

Article 13 Limitation of Liability and Protection 

1. Neither Party excludes liability for fraud, wilful misconduct, gross negligence, death or personal injury, breach of confidentiality, data-protection violations, or infringement of third-party intellectual property rights. 

2. Any liability of Steltix to the Customer and/or any third parties is restricted to the amount which Steltix receives from its insurers in respect of the event/incident giving rise to such liability. In the event that Steltix does not receive any such insurance payment, and except for liability that cannot be excluded by law, each party’s aggregate liability arising out of or in connection with the Proposal and/or Agreement shall not exceed the total fees paid (or payable) under the Proposal and/or Agreement in the 12 months preceding the event giving rise to the claim. 

3. Where there is more than one event/incident which give rise to a single identifiable claim for payment, Steltix shall only be liable for that single payment, subject to the limitation set out in 2 above. Steltix shall not be liable for multiple payments by virtue of the fact that a claim for payment arises from multiple incidents / events. 

4. Steltix shall have no liability for any loss or damages of any nature whatsoever suffered or incurred by a Customer which arise out of or in connection with an event / incident which is beyond the control of Steltix control. 

5. The Customer accepts that Steltix performs work in accordance with instructions, information and specifications issued by the Customer. Steltix accepts no liability whatsoever for any loss or damage which arises out of or in connection with any instructions, information and specifications which are defective, unclear, inaccurate or incomplete. 

6. The Customer agrees that Steltix is never liable for any loss or damage to the Programming and/or software of the Customer and/or Programming and/or software proprietary to third parties including but not limited to loss of profit and/or loss of data. 

7. Steltix is authorised to, in good faith and at their own expense, to repair any flaws in the fulfilment of the Proposal and/or Agreement for which Steltix accepts that it is liable. Additionally, Steltix is entitled to take any steps which, in its sole opinion and discretion, are likely to reduce and/or mitigate any loss or damage arising as a consequence of such flaws. 

8. Unless specifically agreed in writing between the parties, Steltix does not accept any liability whatsoever for any loss, costs or damage caused by Steltix exceeding any timeframe stipulated by Steltix. 

9. Steltix is not liable for any costs, loss or damage arising from and/or in connection with: A) theft of parts, disruption, excessive dust formation, excessive moisture and water damage, bolt of lightning, molestation or vandalism, fluctuations in mains voltage that are beyond the usual standards, excessive heating, fire and smoke damage. B) careless or incompetent use of the Programming and/or Activities and negligence in following Steltix’s written instructions for the cleaning of the aforesaid items C) working with materials such as paper, printing means, magnetic means, that do not comply with the norms/standards required; D) e adding of parts, not originating from Steltix or because of Steltix, but originating from others than Steltix, the adding or connecting of products that are not originating from Steltix to the Programming and/or Activities. E) other costs agreed on; are for the expense of the Customer. 

10. The Customer indemnifies Steltix from any and all claims made by third parties because of the action and/or negligence of the Customer and by the Customer called in third parties. 

11. Any claim of any nature which the Customer may have against Steltix shall be barred and become unenforceable in the event that the Customer does not institute legal proceedings against Steltix in respect of the claim in question within one year of the claim arising.

Article 14 Transfer of rights and duties

1. The Customer shall not be entitled to assign, transfer, pledge, encumber, or otherwise dispose any rights and/or obligations under any Proposal or Agreement to a third party, in whole or in part, without the prior written consent of Steltix. 

2. Steltix shall not unreasonably withhold or delay its consent to any reasonable transfer or assignment requested by the Customer. 

3. To the extent necessary for the proper performance of the Proposal and/or Agreement, Steltix is entitled to engage third party resources, either through subcontracting and/or sub-commissioning, or by contracting temporary staff, without requiring the Customer’s prior consent. 

Article 15 Relation and Competition Terms

1. Without the written consent of Steltix, the Customer shall not, during the term of the Proposal and/or Agreement, directly or indirectly employ, solicit, approach, or otherwise engage or attempt to engage, any employee or contractor of Steltix who is or was involved in the performance of Activities under the Proposal and/or Agreement. The Customer shall further refrain from inducing or attempting to induce any such person to terminate or breach their employment or contractual relationship with Steltix. 

2. This article is applicable until one year after termination of the relevant Proposal and/or Agreement.

Article 16 Accountable shortcoming and dissolution 

1. Steltix will be entitled to suspend the fulfilment of its obligations under the Proposal and/or Agreement or to terminate the Proposal and/or Agreement if the Customer does not, not fully or timely comply with its obligations under the Proposal and/or Agreement. 

2. Steltix will be entitled to terminate the Proposal and/or Agreement at any time by providing the Customer with 90 days written notice. Upon expiry of such date and time as specified in the notice, Steltix shall cease performance of the Proposal and/or Agreement. 

3. Following termination, Steltix and the Customer shall consult in good faith regarding the consequences of such a termination. 

4. If the Customer fails to properly or timeously fulfil any of its obligations under the Proposal and/or Agreement, the Customer shall be in default by operation of law, without the need for prior notice of default. 

5. All Proposals and/or Agreements shall terminate automatically by operation of law if the Customer: 

​A. applies for or is granted liquidation, business rescue, bankruptcy, or any similar insolvency proceedings; 

​B. becomes subject to a legal debt restructuring or reorganisation; 

​C. ceases its business operations or is dissolved; 

​D. becomes subject to a change in control, legal incapacity, or restriction affecting its ability to manage or dispose of its assets; or 

​E. suffers attachment, execution, or distress over all or part of its assets by third parties. 

6. Notwithstanding the above, Steltix may, within a reasonable time, elect to require continued performance of all or part of the Agreement, in which event Steltix shall be entitled to suspend its own performance without further notice until the Customer’s ability to fulfil its obligations has been sufficiently assured. 

7. Upon the occurrence of any event as mentioned in section 1, 2, 5 or 5in this article all amounts due or which may become due by the Customer to Steltix under any Proposal and/or Agreement shall immediately become due, payable, and enforceable in full.

8. Termination or dissolution of a Proposal and/or Agreement in terms of this article shall not affect any rights, remedies, or claims of Steltix which have accrued prior to termination, nor shall it affect any provisions which by their nature are intended to survive termination. 

Article 17 Applicable law and disputes 

1. South African law shall govern of all requests, announcements, Agreements, and all consequential engagements with Steltix. 

2. The Customer and Steltix agree to the nonexclusive jurisdiction of the Western Cape High Court in respect of any and all disputes in which may arise between them. 

Article 18 All additional Conditions 

1. If any provision of these Conditions that is not material to its efficacy as a whole is rendered void, illegal or unenforceable in any respect under any law of any jurisdiction, the validity, legality and enforceability of the remaining provisions are not in any way affected or impaired thereby and the legality, validity and unenforceability of such provision under the law of any other jurisdiction are not in any way affected or impaired. 

2. The Customer hereby irrevocably waives any right of retention or sets-off in respect of any claims it may have against Steltix. 

3. Notwithstanding the actual delivery date, the ownership of materials such as Programming will only transfer to the Customer after the Customer has fully complied with all its obligations under the relevant Proposal and/or Agreement. 

4. If Steltix enters into a Proposal and/or Agreement with two or more natural or juristic persons, each of these parties is liable for the full performance of all obligations arising from the relevant Proposal and/or Agreement. 

5. Any failure by Steltix to demand performance of any of the provisions of the Proposal and/or Agreement, shall not prejudice its right to demand such performance at a later stage, unless Steltix has expressly agreed in writing to waive such right. 

Article 19 Customer Reference 

1. Customer agrees that Steltix may reference Customer as a customer of Steltix, subject to trademark and logo usage guidelines provided by Customer.