Terms and
Conditions

01 Acceptance of Terms

These Terms and Conditions ("Terms") govern the relationship between Futech (Pty) Ltd ("Futech", "we", "us", "our") and any person, company, or entity ("Client", "you", "your") that engages Futech for the supply of products or services.

Acceptance occurs when any of the following take place:

• You sign or verbally accept a Futech quotation or proposal;
• You make a payment towards a Futech invoice;
• You request delivery or installation of any product or service;
• You submit an enquiry or register on the Futech client portal.

These Terms apply equally to once-off engagements and ongoing managed service arrangements. No variation to these Terms shall be binding unless agreed upon in writing and signed by an authorised representative of Futech.

02 Definitions

• "Agreement" means these Terms, together with any accepted quotation, SLA, or service schedule.
• "Business Day" means any day other than a Saturday, Sunday, or South African public holiday.
• "Client" means any natural or juristic person who engages or contracts with Futech.
• "Confidential Information" means any non-public technical, commercial, or personal information disclosed in connection with the Agreement.
• "Equipment" means hardware, devices, and physical infrastructure supplied by Futech.
• "Futech" means Futech (Pty) Ltd, registered and operating in Mpumalanga, South Africa.
• "Intellectual Property" means all patents, trademarks, copyrights, designs, source code, and know-how.
• "Services" means any IT, connectivity, security, cloud, web, hardware, or solar service provided by Futech.
• "SLA" means a Service Level Agreement defining response times and uptime commitments.
• "Software" means any application, operating system, firmware, or licensed platform supplied or configured by Futech.
• "Supplier" means any upstream vendor, distributor, network operator, or software publisher whose products or services Futech resells or integrates.
• "VAT" means Value Added Tax levied under the Value-Added Tax Act 89 of 1991.

03 Services Provided

Futech provides a range of technology solutions including, but not limited to:

• Internet connectivity and wide area networking;
• Physical security systems including CCTV, access control, and intercoms;
• Cybersecurity software, firewalls, and endpoint protection;
• Managed IT support and helpdesk services;
• Network infrastructure design, supply, and installation;
• Cloud computing, Microsoft 365, and hosted software solutions;
• Web design, hosting, and domain management;
• Hardware supply, configuration, and deployment;
• Solar power and backup power solutions;
• Social media management and content scheduling services.

Futech operates as a reseller and systems integrator. Where products or services are sourced from third-party suppliers, the relevant supplier terms also apply as set out in Section 16.

04 Quotations and Payment

4.1 Quotations

All quotations are valid for 30 calendar days from the date of issue unless otherwise stated. Pricing is subject to change due to currency fluctuations, supplier price adjustments, or changes in scope.

All prices quoted are exclusive of VAT unless explicitly stated otherwise. VAT will be added at the prevailing rate and reflected on the invoice.

4.2 Payment Terms

• Hardware and once-off products: 100% payment upfront before order is placed with supplier, unless a credit account has been formally approved in writing.
• Projects and installations: typically 50% deposit on acceptance, balance on completion or as agreed in the project schedule.
• Managed services and monthly retainers: invoiced in advance on the first Business Day of each month, payable within 7 days of invoice date.
• Professional services (ad hoc): payable within 30 days of invoice date unless otherwise agreed.

4.3 Late Payment

Overdue amounts bear interest at the rate of prime plus 2% per annum, calculated daily from the due date. Futech reserves the right to suspend services without notice where payment is overdue by more than 14 days. Reconnection fees may apply.

4.4 Disputed Invoices

Any disputed invoice must be raised in writing within 7 Business Days of the invoice date. Undisputed portions remain payable in full by the due date. Failure to dispute within this window constitutes acceptance of the invoice.

05 Hardware Supply

5.1 Title and Risk

Title in any Equipment supplied passes to the Client only upon receipt of full payment. Risk in Equipment passes to the Client upon delivery or collection, whichever occurs first.

5.2 Manufacturer Warranties

Hardware is sold subject to the applicable manufacturer warranty. Futech will facilitate warranty claims on behalf of the Client but is not the manufacturer and carries no additional warranty obligation beyond that provided by the manufacturer. Warranty periods, terms, and exclusions are determined entirely by the respective manufacturer.

5.3 Returns and Exchanges

Defective products must be reported to Futech within 7 days of delivery. Products may only be returned in their original packaging with all accessories, manuals, and proof of purchase. Software, licensed products, and custom-order items are non-returnable.

5.4 Delivery

Delivery timelines are estimates only and are subject to supplier and logistics partner availability. Futech will not be liable for delays caused by third-party logistics providers or supplier stock shortages.

06 Managed IT Services and Support

6.1 Scope

The scope of managed IT services is defined in the relevant SLA or service schedule accepted by the Client. Any work falling outside the agreed scope will be quoted and billed separately at Futech's standard hourly rates.

6.2 Response Times

Response and resolution targets are as defined in the applicable SLA. In the absence of a formal SLA, Futech will use commercially reasonable efforts to respond to support requests during Business Hours (08:00 to 17:00, Monday to Friday).

6.3 Out-of-Hours Support

Support requests received outside Business Hours, on weekends, or on public holidays are subject to an out-of-hours premium rate unless covered under a specific SLA that includes extended support.

6.4 Client Responsibilities

The Client is responsible for providing Futech with timely access to systems, premises, and accurate information necessary to deliver support. Delays arising from the Client's failure to cooperate will not affect billing or response time calculations.

07 Connectivity Services

7.1 Reseller Relationship

Where Futech provides internet or wide area network connectivity, it does so as a reseller of services provided by licensed network operators and internet service providers. Futech is not the originating network operator and is not responsible for the underlying network infrastructure.

7.2 Uptime and SLAs

Any uptime commitment for connectivity services is limited to the SLA provided by the upstream network operator for that specific service. Futech will pass through carrier SLA credits where applicable but cannot guarantee uptime beyond what is warranted by the operator.

7.3 Acceptable Use

Connectivity services are subject to the Acceptable Use Policies of the relevant network operators listed in Section 16. The Client agrees to comply with all such policies. Futech may be required to suspend services in response to AUP violations by the operator.

7.4 Installation

Connectivity installation timelines are subject to network operator provisioning and, in the case of fibre services, civils and wayleave processes. Futech cannot guarantee installation dates where these are controlled by third parties.

08 Software and Licensing

8.1 End-User Licence Agreements

All software supplied by Futech is subject to the end-user licence agreement ("EULA") of the respective software publisher. By accepting delivery of, installing, or using any software product, the Client agrees to the applicable EULA. Futech is not a party to the EULA between the Client and the software publisher.

8.2 Licence Compliance

The Client is solely responsible for ensuring that its use of all software is properly licensed and compliant with the relevant EULA. Futech accepts no liability for costs, penalties, or legal action arising from Client licence non-compliance.

8.3 Subscription Changes

Where software is supplied on a subscription basis (e.g. Microsoft 365, cloud-hosted software), pricing and feature sets are subject to change by the software publisher. Futech will endeavour to provide reasonable notice of material price changes.

8.4 Non-Transfer

Software licences procured through Futech are for the Client's use only and may not be transferred, resold, or sub-licensed without the prior written consent of the software publisher and Futech.

09 Security Systems

9.1 Installation Warranty

Futech warrants the installation workmanship on security systems for a period of 90 days from the date of commissioning. This warranty covers defects arising directly from installation error and does not cover damage caused by third parties, power surges, lightning, or misuse.

9.2 CCTV and POPIA

The Client is the responsible party for any CCTV or biometric access control system installed on their premises. The Client is solely responsible for compliance with the Protection of Personal Information Act 4 of 2013 ("POPIA") in respect of any personal information (including biometric data and surveillance footage) processed by such systems. This includes, without limitation, appropriate signage, data retention policies, and data subject access obligations.

9.3 Maintenance

Security systems require periodic maintenance to function correctly. Futech strongly recommends a formal maintenance contract. Futech accepts no liability for system failure arising from lack of maintenance where no maintenance agreement is in place.

10 Acceptable Use Policy

The Client agrees that Futech's services, including connectivity, hosting, cloud platforms, and social media management tools, will not be used for any of the following:

• Any activity that is unlawful under South African or international law;
• Transmission of unsolicited commercial communications (spam) in contravention of the Electronic Communications and Transactions Act 25 of 2002 ("ECT Act");
• Unauthorised access to, or interference with, any computer system, network, or data;
• Distribution of malware, spyware, ransomware, or any malicious code;
• Infringement of any intellectual property rights;
• Publishing, scheduling, or distributing content that violates the terms of service of any social media platform, including TikTok's Community Guidelines and Terms of Service;
• Hosting, transmission, or distribution of child sexual abuse material or any content that is unlawful under South African law;
• Any activity that causes reputational, technical, or legal harm to Futech or any third party;
• Circumventing any technical or access controls implemented by Futech, a network operator, or a social media platform.

Breach of this AUP entitles Futech to immediately suspend services without prior notice. The Client remains liable for all fees incurred up to the date of suspension.

11 Intellectual Property

11.1 Futech IP

All intellectual property developed by Futech, including but not limited to configurations, scripts, templates, documentation, and designs created in the delivery of services, remains the property of Futech unless a written assignment agreement is in place.

11.2 Client IP

The Client retains ownership of all intellectual property provided to Futech for the purposes of delivering services, including logos, branding, content, social media posts, and data. The Client warrants that any content submitted for publishing via social media management services does not infringe the intellectual property rights of any third party.

11.3 Supplier IP

Software, firmware, and all other intellectual property owned by third-party suppliers remains vested in the respective supplier. The Client receives only the licence rights granted by the applicable EULA.

11.4 Reference Rights

Unless the Client objects in writing, Futech reserves the right to reference the Client's business name and a general description of services provided in its marketing materials and portfolio.

12 Limitation of Liability

12.1 Cap on Liability

To the maximum extent permitted by applicable law, Futech's total aggregate liability to the Client arising out of or in connection with this Agreement (whether in contract, delict, or otherwise) shall not exceed the total fees paid by the Client to Futech in the three months immediately preceding the event giving rise to the claim.

12.2 Exclusion of Consequential Loss

Futech shall not be liable for any indirect, consequential, special, or incidental loss including loss of profits, loss of revenue, loss of data, loss of business, business interruption, or reputational harm arising from social media platform outages, API changes, or account actions by third-party platforms, even if Futech has been advised of the possibility of such loss.

12.3 Third-Party Services

Futech acts as a reseller or integrator of third-party products and services. Futech is not liable for any failure, outage, defect, or breach arising from a third-party supplier's product, network, software, or service, including actions taken by social media platforms (such as TikTok) in respect of content, accounts, or API access. The Client's recourse in such instances is against the relevant supplier subject to that supplier's terms.

12.4 Force Majeure

Futech is not liable for any failure to perform obligations arising from causes beyond its reasonable control. See Section 17.

12.5 Statutory Rights

Nothing in this Agreement excludes or limits liability for fraud, gross negligence, or any liability that cannot be excluded by law, including rights under the Consumer Protection Act 68 of 2008 where applicable.

13 Indemnity

The Client indemnifies and holds Futech, its directors, employees, and agents harmless from and against any claim, loss, damage, cost, or expense (including reasonable legal fees) arising from:

• The Client's breach of these Terms or any applicable supplier terms;
• The Client's breach of any applicable law, including POPIA, the ECT Act, or the Copyright Act;
• Any claim by a third party resulting from the Client's use of the services;
• Content published through social media management services that infringes third-party rights or violates platform terms of service;
• Any misrepresentation made by the Client to Futech.

14 Confidentiality

Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent. This obligation does not apply to information that:

• Is or becomes publicly available through no breach of this clause;
• Was already known to the receiving party at the time of disclosure;
• Is required to be disclosed by law or court order, provided that the disclosing party is given reasonable prior written notice.

This confidentiality obligation survives termination of the Agreement for a period of 3 years.

15 Data Protection and Privacy

Futech processes personal information in accordance with the Protection of Personal Information Act 4 of 2013 ("POPIA") and its full Privacy Policy, available at futech.co.za/privacy-policy.

Where Futech processes personal information on behalf of the Client (as an operator), Futech will:

• Process personal information only on documented instructions from the Client;
• Implement appropriate technical and organisational security measures;
• Not engage sub-operators without the Client's knowledge;
• Assist the Client in meeting its POPIA obligations in respect of data subject rights.

The Client, as the responsible party for data collected through security systems, websites, social media accounts, or other Futech-managed platforms, is solely responsible for its own POPIA compliance obligations. Where social media management services are used, the Client is responsible for ensuring that any personal information included in content published through those services complies with POPIA and the privacy policies of the relevant social media platform.

16 Third-Party Supplier Terms

Futech sources products and services from a range of suppliers, manufacturers, network operators, and software publishers. By engaging Futech for services that involve these third parties, the Client agrees to comply with the applicable terms, end-user licence agreements, acceptable use policies, and privacy policies of the relevant supplier.

Futech does not control third-party supplier terms and cannot be held responsible for changes to them. Clients are encouraged to review the relevant terms directly.

Connectivity and Network Operators

Network Infrastructure Equipment

Physical Security Systems

Cybersecurity Software

Cloud, Productivity and Social Media Platforms

Hardware Manufacturers

17 Force Majeure

Futech shall not be liable for any delay or failure to perform obligations to the extent that such delay or failure is caused by circumstances beyond Futech's reasonable control, including but not limited to:

• Acts of God, natural disasters, floods, or fires;
• Load shedding, rolling blackouts, or extended power interruptions caused by Eskom or any other electricity distributor;
• Civil unrest, strikes, or acts of government;
• Failure or disruption of third-party networks, internet exchanges, or data centres;
• Changes to, or suspension of, social media platform APIs by the platform operator;
• Pandemics, epidemics, or public health emergencies;
• Supplier stockouts, shipping delays, or import restrictions.

Futech will notify the Client as soon as reasonably practicable upon becoming aware of a force majeure event and will use commercially reasonable efforts to minimise the impact on service delivery.

18 Termination

18.1 Termination by Notice

Either party may terminate an ongoing service arrangement by giving 30 days written notice to the other party, unless a different notice period is specified in the relevant SLA or service agreement.

18.2 Termination for Cause

Futech may terminate any service agreement immediately, without notice, if:

• The Client breaches any material term of this Agreement and fails to remedy the breach within 7 Business Days of written notice;
• The Client becomes insolvent, is placed under business rescue, or has a liquidator or judicial manager appointed;
• The Client breaches the Acceptable Use Policy in Section 10.

18.3 Effect of Termination

Upon termination, all outstanding amounts become immediately due and payable. Futech will provide reasonable assistance to transition services to another provider, subject to the Client's settlement of all outstanding fees. Futech is entitled to retain any data or configurations until payment is received.

18.4 Early Termination

Where a fixed-term contract is terminated early by the Client, Futech reserves the right to charge an early termination fee equivalent to the remaining monthly fees for the unexpired portion of the contract term.

19 Disputes and Governing Law

19.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa.

19.2 Dispute Resolution

In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation within 14 Business Days of the dispute being raised in writing. If negotiation fails, either party may refer the matter to mediation before a mutually agreed mediator.

19.3 Jurisdiction

Should mediation fail, the parties submit to the non-exclusive jurisdiction of the Mpumalanga Division of the High Court of South Africa, or the Magistrates' Court having jurisdiction, at Futech's election.

19.4 Legal Costs

In the event that Futech engages attorneys to collect overdue amounts, the Client shall be liable for all legal costs on an attorney-and-own-client scale.

20 Changes to These Terms

Futech reserves the right to amend these Terms at any time. Updated Terms will be published on this website with the revised effective date. Where a material change affects ongoing services, Futech will notify affected Clients by email at least 30 days before the change takes effect. Continued use of Futech services following that notification constitutes acceptance of the revised Terms.

21 Contact

If you have any questions about these Terms, please contact us:

• Company: Futech (Pty) Ltd
• Address: Mpumalanga, South Africa
• Telephone: 013 004 0019
• Email: info@futech.co.za
• Website: futech.co.za