1. Interpretation

In this Agreement, unless inconsistent with or otherwise indicated by the context, the following words shall have the meanings set out here:

1. IETS means Integrated Educational Technology Support cc number CK 990469623 herein represented by GRETA BOSIERS as principal member of the cc. IETS is also trading as Computer Skills for Africa (CS4A).
2. DISTRIBUTOR means IETS.
3. PUBLISHER means IETS.
4. SITE means a geographical site such as a house, pre-school, elementary school, middle school, high school, training center, learning center, college, and or University.
5. PURCHASER is the legal entity that will be using the curriculum.
6. CURRICULUM means the curriculum developed and supplied by IETS, including all the versions and formats of the Activities, Assessment Sheets, Completed Activities, Learning Plans, Logbook of Teaching Templates, Class List Templates, Posters and Teachers Guides.
7. PACKAGE means the way the curriculum is supplied and the items that are included as defined in the information pamphlets from time to time. E.g. Lite, Excellent, Solid or Premium.
8. PARTIES mean the Purchaser and IETS.
9. SIGNING DATE means the date upon which this Agreement is signed by all the parties and in the event of the parties signing on different dates the last date upon which this agreement is so signed.
10. AGREEMENT means this Agreement concluded between the parties together with all the annexures (if any).
11. Words and expressions defined in any particular sub-clause shall, for the purpose of the particular clause of which that sub-clause forms part, bear the meanings assigned to such words and expressions in such sub-clause.
    
    1. Any reference to a gender includes the other genders.
    2. Any reference to the singular shall include the plural and vice versa.
    3. Any reference to natural persons includes legal persons and vice versa.

2. Terms and Conditions

1. This licensing agreement shall be for a calendar year (365 days). However, it will terminate if the Purchaser fails to comply with any of its terms and conditions.
2. The Purchaser agrees, upon termination of this agreement, to delete all copies of the Curriculum from all computers on which it was installed and to destroy all printed copies.
3. Prior to the expiry of this licensing agreement, an invoice for renewal will be sent to the purchaser – current price = R 10 per grade. If the invoice is paid on time, the Site License Agreement is renewed under the same T&C for another year.
4. As a new version is released, the distributor will inform the purchaser and offer to upgrade the curriculum at 50% of the then current purchase price.
5. All reasonable precautions have been taken in the preparation of the Curriculum, including both technical and non-technical proofing. The Publisher and Distributor and all staff assume no responsibility for any errors or omissions. No warranties are made, expressed, or implied with regard to this Curriculum. The Publisher and Distributor shall not be responsible for any direct, incidental, or consequential damages arising from the use of the Curriculum. While the Curriculum is regularly scanned for viruses, it is the Purchasers responsibility to virus check all files supplied by the Distributor, prior to use. Please inform the Publisher and or Distributor of any errors in the curriculum. All project guides are updated on a regular basis, so feedback is both valued by the Publisher and will help to maintain the highest possible standards.
6. This Curriculum Site License agreement between the Distributor and the Purchaser supersedes any other agreement or discussions either oral or written and may not be changed except by written signed agreement.
7. No refund will be given in the event of inadequate Internet connection at the Purchaser's organization resulting in the inability to download Curriculum files from the Internet.
8. No refund will be given in the event of inadequate printing facilities at the Purchaser's organization resulting in the inability to print the Curriculum. In cases where the original Curriculum files are corrupted, the Distributor will supply replacement Curriculum files.
9. The site license entitles the Purchaser to use the Curriculum at the named site(s) only.
10. The Curriculum may be used by the Purchaser to use or teach at a single, designated site. If the Purchaser has more than one site and wishes to use the Curriculum at these sites, then they must purchase multiple Curriculum Site Licenses.
11. The Curriculum may not be re-sold, lent, rented, assigned, or transferred to any third party in any form.
12. The Curriculum may not be exported from the country to which it is supplied, in any form.
13. The passwords necessary to access and open the Curriculum must not be disclosed to any third party in any form.
14. Under the terms of this site license agreement there is no limit to the number of copies of the teacher resource files that the Purchaser may load onto computers for use at its named site(s).
15. The Purchaser may load onto a home computer, teacher resource files to prepare for teaching the Curriculum at its named site(s).
16. Copyright of all the Curriculum material remains with the Publisher as copyright holder.
17. The Purchaser may not translate, reverse engineer, de-compile or disassemble any of the Adobe PDF (or compiled HTML/Help) files supplied.
18. Printed copies of the Curriculum may be made available to students. Digital copies of the Activities may also be made available to students. These will in any event only be available to people physically at the named site(s). No distance learning is permitted by our Curriculum license.
19. For certain packages, it is the responsibility of the Purchaser to print copies of the Curriculum.
20. Under the terms of this site license agreement there is no limit to the number of copies of the Curriculum that the Purchaser may produce for use at its named site(s).
21. If any provision of this license is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable such provisions shall be severed from the licensing agreement, however, the other provisions shall remain in full force and effect.
22. Purchasing Curriculum from IETS indicates the Purchasers acceptance of these terms and restrictions and any violation will be prosecuted to the full extent of local law.

3. Current Licensing Information

1. The Publisher reserves the right to alter licensing conditions at any time, without prior notice.
2. ADDITIONAL INFORMATION

© Copyright 2011

3. Publisher Integrated Educational Technology Support T/A Computer Skills for Africa www.cs4a.co.za
4. All trademarks acknowledged.
5. No documentation provided by the Distributor may be copied without written permission from the Publisher.

4. Curriculum

1. IETS shall:
   
   1. Supply the curriculum to the purchaser as ordered.
2. THE PURCHASER shall:
   
   1. Have the right to print the Curriculum in part or in its entirety solely for use at the purchaser’s site.
   2. Respect the common copyright law on all the curriculum material, in particular, no Curriculum material may be copied or reprinted or reproduced in any format without written consent of IETS / CS4A.
   3. Not give away, sell or rent out Curriculum material to any other person or institution.

5. Support

1. IETS shall render the purchaser unlimited email and telephonic support at the purchaser’s initiative, regardless of the package that was purchased.
2. In case the purchaser has purchased a package that specifies support (Premium), the following will apply:
   
   1. IETS shall:
      
      1. Offer curriculum training of no less than 4 hours for one staff member of the purchaser per term of the first year of purchase.
      2. Conduct a meeting with the representative of the purchaser once a term during the first year of purchase.
      3. Immediately after the first year of purchase, supply the excellent package of the updated version of the curriculum for the following year only.
3. THE PURCHASER shall:
   
   1. Ensure that the curriculum training and the meetings described in 5.2.1.1 and 5.2.1.2 are attended by a staff member.
   2. Carry the cost of the transport for the curriculum training and the meetings as described in 5.2.1.

6. Confidentiality

Both parties will keep in confidence all documentation and information received from the other party and classified by that party as confidential and shall use such documentation and information solely as provided in this Agreement. The parties shall use all reasonable efforts to protect such documentation and information from disclosure to third parties and restrict its use as provided in this Agreement.

7. Payment Options

Payment may be made via Visa, MasterCard, Diners or American Express credit cards or by bank transfer into the Provider's bank account, the details of which will be provided after checkout.

8. Credit card acquiring and security

Credit card transactions will be acquired for the Provider via Monsterpay (Pty) Ltd who are the approved payment gateway for Standard Bank of South Africa. Monsterpay uses the strictest form of encryption, namely Secure Socket Layer 3 (SSL3) and no credit card details are stored on the website. Users may go to www.monsterpay.com to view their security certificate and security policy.

9. Customer details separate from card details

Customer details will be stored by the Provider separately from card details which are entered by the client on Monsterpay’s secure site. For more detail on monsterpay refer to www.monsterpay.com

10. Domicilium

IETS:

1. Either party shall be entitled to change its domicilium from time to time, provided that any new domicilium selected by it or him shall be an address other than a box number and any such change shall only be effective upon receipt of notice in writing by the party or the other party, as the case may be, of such change.
2. All notices, demands, communications or payments intended for either party shall be made or given at such party’s domicilium for the time being.
3. A notice sent by one party to another party shall be deemed to be received:
   
   1. on the same day, if delivered by hand;
   2. On the fifth day after posting, if sent by pre-paid registered mail and posted within the RSA.
4. Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it or him notwithstanding that it was not sent to or delivered at its or his chosen domicilium citandi et executandi.

11. Dispute Resolution

Any dispute in regard to the interpretation or effect of, or the party’s respective obligations under or a breach of or any matter arising out of this Agreement which the parties cannot resolve through consultations or negotiations, will be resolved in the following manner:

1. By arbitration in the manner set out in this clause, subject to the arbitration proceedings being held within 60 (SIXTY) days of a party calling upon the other to enter into arbitration proceedings. In the event that arbitration proceedings are not held within that period either party shall be entitled to approach a competent court.
2. The arbitration proceedings will be held on an informal basis, in an attempt to reach a decision as quickly and as inexpensively as possible, while always observing the principles of justice. A bona fide attempt must first be made to resolve any differences between the parties on a basis of negotiation and equity.
3. Each party to the dispute can be represented at the arbitration proceedings by its legal representatives and/or any other expert or specialist retained by it.
4. The Arbitrator will allow each party to present such evidence and argument as the Arbitrator may consider to be relevant to the matter in dispute.
5. The Arbitrator will be a suitably qualified person/s as the parties may mutually agree; and if no agreement is reached by appointment by the Minister/MEC responsible for local government matters in the Province of Kwazulu-Natal, who will, in appointing the arbitrator, have regard to the qualifications and experience of the appointee in relation to the nature of the dispute over which she or he has to adjudicate. In case the Arbitrator resigns or becomes unable to act, a successor will be appointed in the same manner as set out in this clause for the appointment of the original arbitrator and the successor will have all the powers and duties of her or his predecessor.
6. The arbitration will be conducted in the Province of KwaZulu-Natal at a place determined as deemed appropriate by the Arbitrator, who will apply the law of South Africa.
7. The decision of the Arbitrator will be final and binding upon all the parties and capable of being made an Order of Court on application by any of them.
8. Nothing herein contained or implied will preclude the parties from applying to Court for a temporary interdict or other relief of an urgent and temporary nature pending the award of the Arbitrator hereunder.
9. In view of the public interest, and the social imperatives to resolve disputes quickly and inexpensively, the Arbitrator is vested with powers to make interim orders and to give directions as to alternative provisions, which are to be implemented by the parties in the event of circumstances arising which in the opinion of the Arbitrator render such interim order or directions desirable, in the interest of all parties concerned.
10. The cost of an incidental to any proceedings will be in the discretion of the Arbitrator, who will be entitled to direct that they be taxed as between “party and party” or as between “attorney and client”.
11. The Magistrate’s Court will have jurisdiction to try any matter arising out of this Agreement.

12. Jurisdiction

For the purpose of any proceedings in terms of this agreement, the parties hereby consent to the jurisdiction of the Magistrate's Court for the district of Newcastle, provided nevertheless that THE PURCHASER or IETS shall have the right at their option and discretion to institute proceedings in any other competent Court.