Effective Date: Tuesday, 01 July 2025
Region: South Africa
Version: 1.10
This EduBot Customer Agreement (the “Agreement”) is between Customer and SIS Global and consists of these General Terms, the applicable use rights and SLAs for the EduBot Services and any additional terms SIS Global presents when an order is placed and excludes any Messaging Services and Professional Services. This Agreement takes effect when the Customer accepts these General Terms. The individual who accepts these General Terms represents that he or she is authorized to enter into this Agreement on behalf of the Customer.
1. GRANTS, RIGHTS AND TERMS
All rights granted under this agreement are non-exclusive and non-transferable.
1.1 Grant of License. SIS Global hereby grants the Customer for the Term a temporary:
1.1.1 Subscription license to use and operate the EduBot Services;
1.1.2 license to access and use the Product by a Named User for its business purposes;
1.2 Acceptance. Upon acceptance of each Subscription Order in terms of Clause 2, SIS Global grants Customer a limited right to use the EduBot Services in the quantities ordered on the Commencement Date.
1.3 Named Users. The Agreement only entitles the number of Named Users stipulated in the Subscription Order to have access to the Product at any one time.
1.4 The Product. The Agreement only entitles the use of the Product stipulated in the Subscription Order.
1.5 Customer Data. Customer is solely responsible for the content of all Customer Data. Customer will secure and maintain all rights in Customer Data necessary for SIS Global to provide the EduBot Services to Customer without violating the rights of any third party or otherwise obligating SIS Global to Customer or to any third party. SIS Global does not and will not assume any obligations with respect to Customer Data or to Customer’s use of the EduBot Services other than as expressly set forth in this agreement or as required by applicable law.
1.6 Source Code. The license granted does not extend to the EduBot Services Source Code. The Source Code and technical documents generated during the development of the EduBot Services are not available to the Customer.
1.7 License transfers. License transfers are not permitted.
1.8 Restrictions. Customer may use the EduBot Services only in accordance with this agreement. Customer may not (and is not licensed to):
(1) reverse engineer, decompile or disassemble any of the Product or Fix, or attempt to do so;
(2) install or use non-SIS Global software or technology in any way that would subject SIS Global’s Intellectual Property or technology to any other license terms; or
(3) work around any technical limitations in the EduBot Services or Fix or restrictions in Documentation.
Customer may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters Customer’s use of the Product. Except as expressly permitted in this agreement, Customer may not distribute, sublicense, rent, lease, lend, resell or transfer and the EduBot Services, in whole or in part, or use them to offer hosting services to a third party.
1.8.1 Injunctive relief. Customer acknowledges that any breach of this Clause 1.8 will cause SIS Global irreparable harm for which monetary damages are an inadequate remedy and that SIS Global is therefore entitled to seek injunctive and other equitable relief in addition to any other remedies.
1.9 Preview Releases. SIS Global may make Previews available. Previews are provided “as-is,” “with all faults,” and “as-available,” and are excluded from the SLA and all limited warranties provided in this agreement. Previews may not be covered by customer support. Previews may be subject to reduced or different security, compliance, and privacy commitments, as further explained in any additional notices provided with the Preview. SIS Global may change or discontinue Previews at any time without notice. SIS Global also may choose not to release a Preview into “General Availability.”
1.10 Affiliates. Customer may order EduBot Services for use by its Affiliates. If it does, the Subscription Licenses granted to Customer under this Agreement will apply to such Affiliates. Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement.
2. SUBSCRIPTIONS, ORDERING
2.1 Choosing a Reseller. Customer may authorize a Reseller to place orders on Customer’s behalf and manage Customer’s purchases by associating the Reseller with its account. If the Reseller’s distribution right is terminated, Customer must select an authorized replacement Reseller or purchase directly from SIS Global. Resellers and other third parties are not agents of SIS Global and are not authorized to enter into any agreement with Customer on behalf of SIS Global.
2.2 Partner Administrator privileges and access to Customer Data. If Customer purchases EduBot Services from a Reseller or chooses to provide a Reseller with administrator privileges, that Reseller will be the primary administrator of the EduBot Services and will have administrative privileges and access to Customer Data and Administrator Data. Customer consents to SIS Global and its Affiliates providing the Reseller with Customer Data and Administrator Data for purposes of provisioning, administering and supporting (as applicable) the EduBot Services. Reseller may process such data according to the terms of Reseller’s agreement with Customer, and its privacy commitments may differ from SIS Global’s. Customer appoints Reseller as its agent for purposes of providing and receiving notices and other communications to and from SIS Global. Customer may terminate the Reseller’s administrative privileges at any time.
2.3 Support Services. Customer’s Reseller will provide details on support services available for EduBot Services purchased under this agreement. Support services may be performed by Reseller or its designee, which in some cases may be SIS Global, but this service is not included in the Agreement. SIS Global provides the EduBot Services on a “self-service” basis unless the parties enter into a separate written support agreement. Customer agrees that any support commitment offered by a Reseller is outside the scope of this Agreement and that SIS Global has no liability for the Reseller’s performance of such support.
2.4 Available Subscription offers. The Subscription offers available to Customer will be established by its Reseller and generally can be categorized as one or a combination of the following:
2.4.1 Online Services Commitment Offering. Customer commits in advance to purchase a specific quantity of the EduBot Services for use during a Term and to pay upfront or on a periodic basis for continued use of the EduBot Services;
2.4.2 Limited Offering. Customer receives a limited quantity of the Product for a limited Term without charge (for example, a free trial). Provisions in this agreement with respect to any SLA included in the Subscription and data retention may not apply.
2.5 Pricing and payment. If Customer orders from a Reseller, the Reseller will set Customer’s pricing and payment terms for that order based on SIS Global then current prices for the EduBot Services, and Customer will pay the amount due to the Reseller. Pricing and payment terms related to orders placed by Customer directly with SIS Global are set by SIS Global. Non-payment of any undisputed amount outstanding for more than seven (7) calendar days after written demand shall constitute a Material Breach not subject to any further cure period.
2.6 EduBot Services Price Escalations and Price Models. The Service fees and pricing models and any other applicable rates may escalate or change from time to time, but SIS Global will provide Ninety (90) days notice to the Customer of these increases.
2.7 Microsoft Online Services Price escalations. If at any time during the term of this Agreement there is a variance in Microsoft’s licence and maintenance costs and/or rates, SIS Global shall be entitled to forthwith notify and adjust the Service fees to the Reseller, as and when such charges increase, and the Reseller shall be entitled to pass this onto the Customer.
2.8 Renewal.
2.8.1 Upon renewal of a Subscription Order, the Customer may be required to enter into a new agreement, a supplemental agreement as reasonably determined by SIS Global. If the Customer does not accept the applicable agreement or amendment prior to the renewal date, the Subscription Order will not renew and shall expire at the end of the then-current term.
2.9 Taxes.
2.9.1 SIS Global prices exclude applicable taxes unless identified as tax inclusive. If any amounts are to be paid to SIS Global, Customer shall also pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges, or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this Agreement and that SIS Global is permitted to collect from Customer. Customer shall be responsible for any applicable stamp taxes and for all other taxes that it is legally obligated to pay including any taxes that arise on the distribution or provision of Products by Customer to its Affiliates.
2.9.2 If any taxes are required to be withheld on payments invoiced by SIS Global, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority, but only if Customer promptly provides SIS Global an official receipt for those withholdings and other documents reasonably requested to allow SIS Global to claim a foreign tax credit or refund. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law.
3. TERM, TERMINATION
3.1 Term. This Agreement is effective until terminated by a party, as described below.
3.2 Subscription Order Commencement Date. Subscription Orders will commence on the Commencement Date and continue for the Term as agreed in the Subscription Orders.
3.3 Termination without cause. Either party may terminate this Agreement without cause by providing 60 days’ written notice. However, such termination will not affect any existing Subscription Orders, each of which shall continue in full force and effect for the duration of its respective Term. Termination under this clause will only prevent the renewal of any Subscription Orders beyond their current Term.
3.4 Termination for cause. Without limiting other remedies it may have, either party may terminate this Agreement for cause by providing thirty (30) days’ written notice to the other party identifying a Material Breach. If the breaching party fails to cure such breach within the Applicable cure period set out in Clause 3.4.4, the Agreement shall terminate upon expiry of that period. Upon such termination, the following will apply:
3.4.1 All licenses granted under this Agreement will terminate immediately.
3.4.2 All amounts due under any unpaid invoices shall become due and payable immediately. For metered Products billed periodically based on usage, Customer must immediately pay for unpaid usage as of the termination date.
3.4.3 If SIS Global is in breach, Customer will receive a credit for any subscription fees paid in advance for unused consumption for any usage period after the termination date.
3.4.4 Cure Periods.
3.4.4.1 Non-payment or any breach of Clause 1.8 (license restrictions), Clause 4 (Customer Responsibilities), Clause 9 (Privacy & Data Protection) or Clause 10 (Confidentiality) – seven (7) calendar days.
3.4.4.2 All other Material Breaches – thirty (30) calendar days.
3.5 Suspension. SIS Global may suspend use of the EduBot Services for the particular Subscription Order without terminating this Agreement during any period of material breach. SIS Global may also suspend the EduBot Services if One or more of the vendors upon which the provision of EduBot Services hereunder is dependent suspends its provision of those services to SIS Global.
3.5.1 SIS Global will, where reasonable, give prior notice of suspension; however, SIS Global may suspend immediately and without prior notice if Customer’s use (i) poses a security or integrity risk to the EduBot Services, Microsoft Online Services or any third party, (ii) is fraudulent, illegal, or infringes third-party rights, or (iii) exposes SIS Global to regulatory investigation or liability.
3.5.2 Suspension under this clause shall not waive SIS Global’s right to terminate for Material Breach.
3.5.3 SIS Global may in its sole discretion throttle or restrict functionality rather than fully suspend.
3.6 Vendor contracts. SIS Global shall have the right to terminate this Agreement immediately by providing the Customer with as much prior notice as reasonably practicable in the event that any modification in respect of SIS Global’s Vendor contracts makes the rendering of EduBot Services prohibitively difficult or expensive to SIS Global.
3.7 Termination for regulatory reasons. SIS Global may modify, discontinue, or terminate the EduBot Services in any country or jurisdiction where there is any current or future government regulation, obligation, or other requirement, that (1) is not generally applicable to businesses operating there; (2) presents a hardship for SIS Global to continue offering the EduBot Services without modification; or (3) causes SIS Global to believe these terms or the EduBot Services may conflict with any such regulation, obligation, or requirement. If SIS Global terminates a subscription for regulatory reasons, Customer will receive, as its sole remedy, a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date.
4. RESPONSIBILITIES OF THE CUSTOMER
4.1 Compliance of the services and lawful usage. The Customer represents and warrants to SIS Global that: (i) it shall comply and shall procure the compliance of any of its agents, subcontractors, Third Party Providers or Affiliates who utilize the EduBot Services, with the terms of this Agreement and (ii) it shall not use EduBot Services in a way which is fraudulent, unlawful or unauthorized.
4.2 Legal investigation co-operation. The Customer shall provide any governmental or other relevant state authority or SIS Global with any requested information or material in order to carry out any investigation in connection with (i) the Customer Services or (ii) The Customer's relationship with SIS Global or with a Third Party Provider.
4.3 Legal liability for Customer Content and Customer Services. The Customer shall be solely responsible for any legal liability arising out of or relating to the Customer Content and the Customer Services, whether transmitted on its own or on any Third Party’s behalf.
4.4 Offensive, threatening or abusive use. The Customer Services and/or The Customer Content shall not contain information which is unsolicited, offensive, threatening or abusive or which otherwise is of criminal or unethical nature according to the Applicable Law(s). SIS Global shall not be liable for any damages, including any consequential loss, incurred by the Customer because of any contravention with this Clause 4.
4.5 End-User information complies with the Applicable Law(s). The Customer shall ensure that its collection, access, use and disclosure of End-User information complies with the Applicable Law(s). The Customer shall at all times perform its obligations and make the Customer Services and the Customer Content available in compliance with and in such a manner as not to cause SIS Global to be in material violation of the Applicable Laws.
4.6 Indemnity. Customer will defend, indemnify and hold harmless SIS Global, its Affiliates and subcontractors from and against all fines, costs, damages and expenses (including reasonable legal fees) arising out of (i) Customer Content, (ii) Customer’s breach of Data-Protection Laws or Clause 4, or (iii) Customer’s unlawful or unauthorized use of the EduBot Services.
4.7 IP indemnity. Customer will defend, indemnify and hold SIS Global, its Affiliates and subcontractors harmless from and against any claim that Customer Data, Customer Content or any Customer-directed modification to the EduBot Services infringes a third party’s intellectual-property right, and will pay all damages finally awarded or agreed to in settlement, together with reasonable legal fees.
5. MICROSOFT ONLINE SERVICES AND THE EDUBOT SERVICES
5.1 EduBot Services. The EduBot Services is created in the Microsoft Online Services.
5.2 Microsoft Online Services. The subscription for the Microsoft Online Services is included in this Agreement as well as any other third-party software.
5.3 Innovating and improving the EduBot Services. SIS Global is continually innovating and improving the EduBot Services to meet the needs of its customers. SIS Global must not be prevented from continuing to develop and enhance its services in any respect, even if such modifications may be similar or the same to the Customer functionality created in the Professional Services, appearance or otherwise. Therefore, if SIS Global independently develops any modifications, which may be similar or the same to Customer functionality created in the Professional Services, Customer agrees not to make any claim against SIS Global for infringement of any of your rights. The Customer acknowledges that the covenant by Customer in this section is material basis for SIS Global’s agreement to license Customer the rights to the EduBot Services.
5.4 Microsoft Azure OpenAI. SIS Global does not guarantee the accuracy, completeness, or usefulness of any information provided by the Services and is not responsible for any errors or omissions or for the results obtained from the use of such information. The Services are powered by Microsoft Azure OpenAI.
5.5 Microsoft Azure. The Services provided by SIS Global are built on Microsoft Azure and, as such, are dependent on Azure's infrastructure and services. SIS Global's performance and availability may be influenced by any errors, outages, or downtime experienced by Microsoft Azure. SIS Global is not responsible for any disruptions or issues arising from Microsoft Azure's service interruptions. It should be noted that Microsoft does guarantee a 99.5% uptime.
6. EDUBOT SERVICES AND USE OF AI SERVICES
6.1 Use of AI Services
6.1.1 Azure OpenAI Integration. The EduBot Services utilize Azure OpenAI for natural language processing and other AI functionalities. Customer acknowledges that Azure OpenAI is a third-party service provided by Microsoft and is subject to Microsoft's terms and conditions.
6.1.2 Data Processing and Usage. Customer consents to the processing and analysis of Customer Data by Azure OpenAI to provide the AI functionalities within the EduBot Services. Microsoft ensures that Customer's prompts (inputs), completions (outputs), embeddings, and training data:
6.1.2.1 Are NOT available to other customers.
6.1.2.2 Are NOT available to OpenAI.
6.1.2.3 Are NOT used to improve OpenAI models.
6.1.2.4 Are NOT used to improve any Microsoft or third-party products or services.
6.1.2.5 Are NOT used for automatically improving Azure OpenAI models for Customer's use in their resource, unless explicitly fine-tuned with Customer's training data.
6.1.3 Service Control and Independence. The Azure OpenAI Service is fully controlled by Microsoft and hosted within Microsoft's Azure environment. The service does NOT interact with any services operated by OpenAI, such as ChatGPT or the OpenAI API.
6.1.4 Accuracy and Limitations. SIS Global does not guarantee the accuracy, completeness, or usefulness of any information or results provided by Azure OpenAI. Customer acknowledges that the AI outputs are generated based on the data and parameters provided and may contain inaccuracies or errors. SIS Global is not responsible for any decisions or actions taken by the Customer based on the AI outputs.
6.1.5 Ethical Use of AI. Customer agrees to use the AI functionalities in an ethical manner and in compliance with all applicable laws and regulations. Customer shall not use the AI services to create or disseminate content that is illegal, harmful, or unethical.
6.2 AI Model Updates and Improvements.
6.2.1 Continuous Improvement. SIS Global, in collaboration with Microsoft, may update or improve the AI models used in the EduBot Services. These updates are aimed at enhancing performance, accuracy, and security.
6.2.2 Notification of Changes. SIS Global will notify the Customer of any significant changes to the AI models that may materially affect the functionality or performance of the EduBot Services.
6.3 AI Data Retention and Privacy.
6.3.1 Data Retention. Customer Data processed by Azure OpenAI will be retained only as long as necessary to provide the AI functionalities and as required by applicable laws and regulations. SIS Global will follow Microsoft's data retention policies for Azure OpenAI.
6.3.2 Content Filtering and Abuse Monitoring. The Azure OpenAI Service includes content filtering and abuse monitoring features. Prompts and generated content are processed synchronously to check for harmful content types and to prevent the generation of harmful content. To detect and mitigate abuse, Azure OpenAI stores all prompts and generated content securely for up to thirty (30) days. Human reviewers can access prompts and completions data only when flagged by the abuse monitoring system and only authorized Microsoft employees have access under strict controls.
6.3.3 Privacy and Security. SIS Global will implement appropriate technical and organizational measures to ensure the security and confidentiality of Customer Data processed by Azure OpenAI. This includes complying with data protection laws and regulations as outlined in Section 9 of this Agreement.
6.4 AI Service Limitations and Liability.
6.4.1 Service Limitations. Customer acknowledges that the performance and availability of the AI functionalities are dependent on the underlying Azure OpenAI services. SIS Global is not responsible for any disruptions or limitations in the AI services caused by issues with Azure OpenAI or Microsoft Azure.
6.4.2 Limitation of Liability. In addition to the limitations set forth in Section 14, SIS Global's liability for any claims arising from the use of Azure OpenAI services will be limited to the extent of SIS Global's control over the AI functionalities.
7. PROFESSIONAL SERVICES
7.1 Professional Services created on the EduBot Services. The EduBot Services shall be used to implement the Professional Services maintained and supported by the Reseller.
7.2 Professional Services. Professional Services (such as implementation, customization, or consulting) are not included as part of this Agreement or any Subscription Order. Any such services must be ordered under a separate written agreement or statement of work between Customer and SIS Global or by the Reseller.
7.3 Customizations developed by SIS Global. The Customer or Reseller on behalf of the Customer, can request SIS Global to create Customizations to the EduBot Services.
8. SERVICE MANAGEMENT
8.1 Appoint a Designated Representative. For purposes of liaising with each other from time to time regarding the EduBot Services, if the Parties so agree in a Subscription Order, they shall each appoint a Designated Representative whose details will be reflected in the associated Subscription Order(s).
8.2 Customer Designated Representative. The Customer shall ensure that The Customer Designated Representative has adequate skills and experience and shall be responsible for communications to/from SIS Global and the Customer, and for managing both the content and output of the Services on behalf of the Customer and shall be available at all relevant times.
8.3 Customer Complaints, Queries, Requests, Notices. Any complaints, queries, requests, notices or like information relating to the EduBot Services which may be reasonably regarded as material to SIS Global’s responsibilities under a Subscription Order, shall be communicated in writing as soon as is practically possible to the SIS Global Designated Representative by the Customer, and SIS Global undertakes to take such action as may be appropriate upon receiving such notice. SIS Global shall not be liable for any impact on the EduBot Services resulting from a delay by the Customer to timeously notify SIS Global in terms of this clause.
8.4 SIS Global shall not be liable for and the Customer hereby holds SIS Global harmless from and against any damages or loss that may occur directly or indirectly as a result of a failure by the Customer to timeously notify SIS Global in terms of clause 8.3.
8.5 The Parties will have periodic performance meetings to discuss, review and assess performance and identify trends, problem areas and remedying actions to be undertaken by the Parties.
8.6 SIS Global shall regularly review and assess its management and mitigation of Failures so as to implement improvements in the provision of the EduBot Services and the reduction of Failures.
9. PRIVACY, AND DATA PROTECTION
9.1 Personal Data. For the purposes of Data Protection Laws, Customer acts as the data controller (or “business”) and SIS Global acts as the data processor (or “service provider”) with respect to the Personal Data processed under this Agreement, except where SIS Global processes Personal Data for its own legitimate business operations, in which case SIS Global is an independent controller. Customer authorises SIS Global and its Affiliates, agents and subcontractors to process Personal Data strictly in accordance with Customer’s documented instructions as set out in this Agreement. Before providing Personal Data to SIS Global, Customer will obtain all required consents from third parties (including Customer’s contacts, Partners, distributors, administrators, and employees, End Users) under applicable privacy and Data Protection Laws.
9.2 Location of Personal Data. To the extent permitted by applicable law, Personal Data collected under this Agreement may be transferred, stored and processed in the United States or any other country in which SIS Global or its Affiliates, or their respective agents and subcontractors, maintain facilities. SIS Global will abide by the requirements of the United Kingdom, European Economic Area and Swiss data protection laws as applicable, regarding the collection, use, transfer, retention, and other processing of Personal Data from the United Kingdom, European Economic Area and Switzerland.
9.3 Administrator of Personal Data. The Customer declares and confirms that it is an administrator of Personal Data provided to SIS Global based on this Agreement and SIS Global shall process Personal Data based on the Customer’s authorisation provided and in scope described in this Agreement. In particular the Customer is obliged to: (i) fulfil all legal requirements relating to protection of Personal Data, (ii) protect the interest of owners of Personal Data with due care and, in particular, to ensure that data are processed lawfully and (iii) undertake all necessary security measures protecting the personal data database and all Personal Data.
9.4 SIS Global Organisational Measures. SIS Global hereby declares that it shall fulfil all legal obligations connected with processing of Personal Data obtained from the Customer based on this Agreement, in particular, it implemented appropriate ICT system safety standards and measures to protect Personal Data obtained from the Customer based on this Agreement.
9.5 Data Protection in AI Processing.
9.5.1 AI Data Processing Agreement. Customer acknowledges and agrees that the processing of Personal Data by Azure OpenAI will be governed by Microsoft's data processing terms and conditions. SIS Global will ensure that any data shared with Azure OpenAI is done in compliance with applicable data protection laws.
9.5.2 End-User Consent. Customer shall ensure that any end-users whose data is processed by Azure OpenAI have provided the necessary consents for such processing, as required by applicable data protection laws.
10. CONFIDENTIALITY
10.1 Confidential Information. is non-public information that is Confidential Information or is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, the terms of this Agreement, and Customer’s account authentication credentials. Confidential Information does not include information that (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products or services.
10.2 Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. Unauthorised disclosure by a party or its Representatives constitutes a Material Breach.
10.3 Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.
10.4 Residual information. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the parties’ respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.
11. WARRANTIES
11.1 Limited Warranty. SIS Global warrants that:
11.1.1 EduBot Services. SIS Global warrants that the EduBot Services will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are described in the SLA. Subject to Clauses 5.4, 5.5, and 14, SIS Global warrants that during the Subscription Term the EduBot Services will meet the Service Levels set out in the SLA. If it does not, and Customer notifies SIS Global, then SIS Global will, at its option, (1) pass a credit for the amount the Customer was invoiced for the EduBot Services for current billing month only in which the EduBot Services does not conform “Warranty Period” or (2) repair the Product in terms of Clause 11.2.
11.2 Warranty support. SIS Global shall for the period of the SLA measurement period provide reasonable programming services at no additional cost to the Customer correct any Defect, provided that:
11.2.1 the Customer promptly notifies SIS Global, within the SLA measurement period, of the Defects. Such notification may be oral but if so must be confirmed in writing within 7 (seven) days; and
11.2.2 upon inspection by SIS Global, the Customer can reproduce the Defect.
11.3 Exclusions. The warranties in this agreement do not apply to:
11.3.1 problems caused by accident, abuse or use inconsistent with this agreement;
11.3.2 problems caused by the Professional Services;
11.3.3 to free or trial Product, previews, limited offerings, or to components of software that Customer is permitted to redistribute.
11.4 Qualification. The limited warranty contained in this clause 11 does not cover any failure of the EduBot Services caused by an Excluded Error.
11.5 Disclaimer. Except for the limited warranties above, SIS Global provides no warranties or conditions for EduBot Services and disclaims any other express, implied, or statutory warranties for EduBot Services, including warranties of quality, title, non-infringement, merchantability and fitness for a particular purpose.
12. DEFENSE OF THIRD-PARTY CLAIMS
12.1.1 The EduBot Services will not infringe any patent, copyright, trade mark or other proprietary right of any third-party, and SIS Global shall, at its cost, defend the Customer against any claim that the EduBot Services, infringes any such right of a third-party, provided that the Customer gives prompt notice to SIS Global of such claim, SIS Global controls the defense thereof and the Customer gives its permission, on receipt of a written request, for its name to be used in proceedings (such permission not to be unreasonably withheld or delayed) and provide at SIS Global’s expense, all reasonable assistance in defending any action or claim.
12.2 Should any third-party succeed in its claim for the infringement of any Intellectual Property, SIS Global shall, at its discretion and within 30 (thirty) days of the infringing EduBot Services having been found to so infringe:
12.2.1 obtain for the Customer the right to continue using the infringing EduBot Services or the parts thereof which constitute the infringement;
12.2.2 alter the infringing EduBot Services in such a way as to render it non infringing while still in all respects operating substantially in accordance with the EduBot Services documentation; or failing any of the above;
12.2.3 terminate the Customers license and refund any amount paid for the Subscription for any usage period after the termination date.
12.3 SIS Global will not be liable for any claims or damages due to Customer’s continued use of the EduBot Services or Fix after being notified to stop due to a third- party claim.
13. INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT
The Customer acknowledges that:
13.1 all Intellectual Property rights in and to the EduBot Services are and will remain the sole property of SIS Global and the Customer shall not question or dispute the ownership of such rights at any time during the currency of this Agreement or thereafter;
13.2 The EduBot Services constitutes Confidential Information.
13.3 Reservation of Rights. SIS Global reserves all rights not expressly granted in this Agreement. EduBot Services are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use the EduBot Services on a device do not give Customer any right to implement SIS Global patents or other SIS Global intellectual property in the device itself or in any other software or devices.
14. LIMITATION OF LIABILITY
14.1 Direct damages limited. Notwithstanding the form (whether in contract, delict, or otherwise) in which any legal action may be brought, SIS Global’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Subscription during the Three (3) months before the incident. SIS Global shall have no liability for any downtime or performance degradation attributable solely to Microsoft Azure, Azure OpenAI or any other Vendor infrastructure, save that SIS Global will pass through to Customer any service credits actually received from the relevant Vendor.
14.2 Free EduBot Services and distributable code. For EduBot Services provided free of charge and code that Customer is authorized to redistribute to third parties without separate payment to SIS Global, SIS Global’s maximum liability to Customers is limited to direct damages finally awarded up to US$100.
14.3 Excluded Error. SIS Global shall not be liable for any delay, failure, breakdown, damage, loss, costs, claim, penalty, fine or expense arising from any Excluded Error.
14.4 Exclusions. In no event will either party be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for loss of use, lost profits, revenues, business interruption, or loss of business information, however caused or on any theory of liability. Customer’s indemnity obligations under Clause 4.6. are not subject to the monetary caps in Clauses 14.1 or 14.2.
14.5 Exceptions. No limitation or exclusions will apply to liability arising out of either party’s (1) confidentiality obligations (except for liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defence obligations; or (3) violation of the other party’s intellectual property rights.
15. NOTICES AND DOMICILIUM
15.1 Notices. You must send notices by mail, return receipt requested, to the address below.
NOTICES SHOULD BE SENT TO:
SIS Global
Commercial Director
Alasdair.Hawley@sisglobal.com
15.2 You agree to receive electronic notices from us, which will be sent by email to the account administrator(s) named for your Subscription. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the email address for the account administrator(s) named for your Subscription is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.
16. MISCELLANEOUS
16.1 Right to use each Trademarks. Subject to, and in accordance with, the terms of this Agreement, Parties hereby grant each other the right to use and display each other's name and logo (“Trademarks”) for promotional means on the respective websites or other promotional material, however, restricted solely in connection with the services provided under this Agreement. Any usage under this clause shall be done according to the proprietor Party’s guidelines as they may be provided from time to time. Neither Party shall use the other Party’s Trademarks in any manner that will disparage, harm or otherwise damage the other Party’s goodwill in its Trademarks. The Party using the Trademarks shall not, at any time, misuse the same or present itself as an affiliate or other legal agent of the Party whose Trademarks are being used. Any rights and linked usage of Trademarks granted under this Section shall be immediately discontinued in the event this Agreement is terminated.
16.2 Whole Agreement. This Agreement constitutes the entire agreement between the parties in respect of the subject matter hereof and neither party shall be bound by any undertakings, representations, warranties or promises not recorded in this Agreement.
16.3 Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Customer consents to the assignment to an Affiliate or third party, without prior notice, of any rights SIS Global may have under this Agreement to receive payment and enforce Customer's payment obligations, and all assignees may further assign such rights without further consent. Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void.
16.4 Amendments. SIS Global may modify this Agreement from time to time. Changes to the Use Rights will apply as provided in this Agreement. Changes to other terms will not apply until Customer accepts them. SIS Global may require Customer to accept revised or additional terms before processing a new order. Any additional or conflicting terms and conditions contained in a purchase order or otherwise presented by Customer are expressly rejected and will not apply.
16.5 Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
16.6 Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.
16.7 No agency. This agreement does not create an agency, partnership, or joint venture
16.8 No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
16.9 Independent contractor. The parties are independent contractors. Customer and SIS Global each may develop products independently without using the other’s Confidential Information.
16.10 Agreement not exclusive. Customer is free to enter into agreements to license, use or promote non-SIS Global software or services.
16.11 Applicable Law. This Agreement will be governed by and construed in accordance with the law of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with such law.
16.12 Jurisdiction. The parties hereto hereby consent and submit to the jurisdiction of the Republic of South Africa, in any dispute arising from or in connection with this Agreement.
16.13 Survival. All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement.
16.14 SIS Global Affiliates and contractors. SIS Global may perform its obligations under this Agreement through its Affiliates and use contractors to provide certain services. SIS Global remains responsible for their performance.
16.15 Order of precedence. In the event of any conflict or inconsistency between documents, the following order of precedence applies: (i) this Agreement, (ii) any mandatory Microsoft Online Services Terms passed through under this Agreement; (iii) these General Terms; (iv) the Subscription Order; (v) any other document expressly incorporated by reference.
17. TERMS
17.1 “Administrator Data” means the information provided to SIS Global or its Affiliates during sign-up, purchase, or administration of the EduBot Services.
17.2 “Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity. For clarity, an Affiliate that acts as a Reseller under this Agreement does so in its own name and for its own account, and is not an agent of SIS Global unless an express written power of attorney signed by a director of SIS Global states otherwise.
17.3 “Commencement Date” means the date the Subscription Order commences;
17.4 “Confidential Information” means:
17.4.1 the EduBot Platform and Product including, all Source Code, design methods, the Microsoft Online Services used in our EduBot Services, Documentation, price lists and Fees,
17.4.2 SIS Global trademarks, service marks, trade names, icons and logos; any and all copyright rights, patent rights, trade secrets rights.
17.4.3 all information relating to:
17.4.3.1 faults in the EduBot Services;
17.4.3.2 SIS Global’s business activities, Product, services, customers and clients, as well as its technical knowledge and trade secrets;
17.4.3.3 the terms and conditions of this Agreement;
17.4.4 business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, price lists, studies, findings, inventions or ideas;
17.5 “Customer” means the customer who places an order with the Reseller in accordance with the Subscription Order.
17.6 “Customer Content” means any information, data, or messages provided to SIS Global by or on behalf of the Customer, any Third Party Provider, or an End User using Customer Services for transmission by SIS Global to a Network Operator;
17.7 “Customer Data” means all data, including all customers, vendors, transaction data, financial, text, sound, video, or image files, and software, that are provided to SIS Global by, or on behalf of, Customer, any Third Party provider, or an End User through use of the EduBot Services. Customer Data does not include support data;
17.8 “Customer Services” means the service(s) operated by the Customer for distributing or sending Customer Content to End-Users by using the EduBot Services and the Messaging Services;
17.9 “Customizations” means any customizations to the EduBot Services by changing or adding new services as requested by the Customer or by the Reseller on behalf of the Customer. These customizations are deemed SIS Global Intellectual Property which can be re-used in subsequent services and specific software code designed by SIS Global for the Customer, shall vest exclusively in SIS Global. By virtue of the remuneration payable by the Customer to Reseller in terms of a separate agreement, SIS Global hereby grants the Customer a perpetual royalty free non-exclusive, non-transferable license to utilize such reusable functionality and concepts for the Customers business purposes, for which they were used or developed;
17.10 “Data Protection Laws” means any and all Laws applicable to Company or SIS Global, relating to data security, protection, privacy, or the Processing of Personal Data, including in South Africa Personal Information Act, 2013 (Act No. 4 of 2013) and (where applicable) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to Processing of Personal Data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
17.11 “Defect” means a reproducible programming error, malfunction or defect in the EduBot Services, other than an Excluded Error, that causes the EduBot Services to fail to operate substantially in accordance with the Functional Specifications. A Defect shall be “reproducible” for purposes of this Agreement if it can be reproduced and verified using the specific input data and other conditions, as reported by the Customer to SIS Global, that generated the reported error, malfunction or defect;
17.12 “Documentation” means such documentation describing the Product and its functional specifications and the user documentation for the EduBot Services as may be made available by SIS Global from time to time, including the user documentation which may accompany the EduBot Services, or is included in the help files forming part of the EduBot Services, and online user documentation for the EduBot Services, which may be made available to the Customer via a SIS Global website, all of which shall be incorporated into this Agreement by this reference;
17.13 “EduBot Platform” means the Microsoft Online Services and any associated systems, network connections and interfacing capabilities, duly licensed or otherwise legally authorized to be used and operated by SIS Global or by suppliers or partners of SIS Global in order to enable the provision of the EduBot Services and Professional Services to the Customer;
17.14 “EduBot Services” means the EduBot Platform and Product licensed by SIS Global to the Customer as expressly described in Subscription Order(s) and excludes any Messaging Services that the EduBot Services and Professional Services will be deployed on such as WhatsApp;
17.15 “End User” means any person Customer permits to use EduBot Services or access Customer Data.
17.16 “Excluded Error” means any error, defect or malfunction in the EduBot Services caused by
17.16.1 Bugs in the Microsoft Online Services;
17.16.2 interference by any User or any Third-Party software, or any software other than the EduBot Services;
17.16.3 modification or alteration of the EduBot Services by persons other than SIS Global;
17.16.4 the misuse or abuse of the EduBot Services by any User or other third-party;
17.16.5 use of the EduBot Services on any system other than the Production Environment;
17.16.6 data supplied by the Customer or any User which does not comply with the formats stipulated in the Documentation; or
17.16.7 operator error;
17.16.8 External factors including insufficient internet bandwidth or incorrect setup;
17.17 "Fees" mean all fees and expenses payable by the Customer to SIS Global or Reseller in terms of this Agreement as set forth in the Subscription Order;
17.18 “Functional Specifications" means the technical and functional specifications of the EduBot Services, as set out in the Documentation;
17.19 “Fix” means a EduBot Services fix, modifications or enhancements, or their derivatives, that SIS Global either releases generally (such as software service packs) or provides to Customer to address a specific issue;
17.20 “Intellectual Property” means all present and future intellectual property in and to the EduBot Services, including, but not limited to, the copyright, Confidential Information, technical know-how and any related intellectual property, including the right to have any or all of the foregoing registered in the name of SIS Global. The EduBot Services is SIS Global Intellectual Property;
17.21 “Named User” means a User with a unique login permitted to access and use a specific component of the Product and which user will be registered on the system database. If the user is registered on the system, the status of the user is not applicable). Named User licenses are assigned to specific roles within the Customer’s organization, these roles are associated with. The number of Named User licenses granted in terms of this Agreement is set out in the Subscription Order;
17.22 “Named User Types” means the different user types that give the Named User’s different permissions to the Product. These named user types have different fees as set out in the Subscription Order;
17.23 “Material Breach” means, in relation to a party:
17.23.1 non-payment of any undisputed amount more than seven (7) days after written demand;
17.23.2 any violation of the license restrictions in Clause 1.8;
17.23.3 any breach of Clause 4 (Customer Responsibilities), Clause 9 (Privacy & Data Protection) or Clause 10 (Confidentiality);
17.23.4 any unlawful, fraudulent, or unauthorized use of the EduBot Services, including use that infringes third-party rights;
17.23.5 any breach which by its nature has, or is likely to have, a serious adverse effect on the non-breaching party and which is not cured within the applicable cure period; or
17.24 three (3) or more breaches (whether cured or not) of this Agreement by the same party within any rolling twelve-month period.
17.25 “Messaging Services” means WhatsApp, SMS, and other channel used to send and receive messages from End Users and in accordance with the Vendors Messaging Services Agreement;
17.26 “Microsoft Product Terms” means the Microsoft document that provides information about Microsoft products and professional services available through volume licensing. The Product Terms document is published on the Microsoft licensing site and is updated from time to time;
17.27 “Microsoft Online Services” means any of the Microsoft-hosted online services subscribed to by SIS Global for the EduBot Services provided to the Customer based on the Microsoft Online Services Terms, including but not limited to Microsoft Azure services for App Services, Bot Framework, Cognitive Services, Luis, Cosmos DB, Azure Communication Services and Azure OpenAI;
17.28 “Microsoft Online Services Terms” means the back to back agreement that SIS Global provides the Customer based on the Microsoft Online Services published on the Microsoft licensing site and updated from time to time including Microsoft Product Terms;
17.29 “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person;
17.30 “Product” means included but limited to EduBot, EduBot Connect and other products that SIS Global adds to its services more fully described in the Subscription Order and includes:
17.30.1 any one or more modules thereof;
17.30.2 all upgrades and enhancements thereto; and
17.30.3 the Documentation;
17.31 the Product does not include Microsoft Online Services, but the Product may be a part of an Microsoft Online Service;
17.32 “Production Environment” means the live environment used by the Customer to trade on a day-to-day basis;
17.33 “Professional Services” means the services to actually design and build the services as agreed in the services proposal with either SIS Global and or the Reseller. The Professional Services herein are not included in this Agreement. Any Professional Services created by SIS Global are deemed SIS Global Intellectual Property which can be re-used in subsequent services and specific software code designed by SIS Global for the Customer, shall vest exclusively in SIS Global. By virtue of the remuneration payable by the Customer to Reseller in terms of a separate agreement, SIS Global hereby grants the Customer a perpetual royalty free non-exclusive, non-transferable license to utilize such reusable functionality and concepts for the Customers business purposes, for which they were used or developed
17.34 “Public User” means a User using the Product to initiate an activity, but without a to-do list or a work-flow console;
17.35 “Reseller” means SIS Global’s appointed value-added reseller in respect of the Subscription;
17.36 “SIS Global” means an SIS Global group company and Affiliate, Fusion the Apps People a Mauritian entity with registration number C16135554 and address 6th Floor Tower A, 1 Cyber City, Ebene, Mauritius;
17.37 “SLA” means Service Level Agreement, which specifies the minimum service level for the Microsoft Online Services as published on the Microsoft licensing site and the minimum service level for the Messaging Services;
17.38 "Source Code" means the form of the latest version of the EduBot Services which the Customer is using which has been written by the programmers of the EduBot Services and comprising the listings of the various instructions and statements that the program contains in plain English or any programming language and:
17.38.1 the programmer's individual comments in plain English juxtaposed with the listings of code amplifying and describing the design and the steps taken by the programmer to implement the function of the program;
17.38.2 the program's supporting documentation in plain English;
17.39 “Subscription” means an enrolment for the EduBot Services from the Commencement Date for a defined Term as established by your Reseller in the Subscription Order;
17.40 “Subscription Order” means the order of the Subscription from the Reseller which will include the EduBot Services, quantities of Named Users if applicable, fees and payment terms the Subscription license is granted to the Customer in terms of Clause 2;
17.41 “Term” means the duration of a Subscription (e.g., 30 days or 12 months) as defined in the Subscription Order;
17.42 "Third-party Software" means any third-party software (if applicable) that is embedded or incorporated into the Product or as otherwise identified as third-party software in the Subscription Order Form of this Agreement, including any third-party utility, database, development tool or product;
17.43 “use” means to copy, download, install, run, access, display, use or otherwise interact with.