The terms and conditions set here will govern your acquisition and use of WITMEG’s Products
If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer” or “you” means your company, and you are binding your company to this Agreement; you also represent that you have the authority to bind such entity and its affiliates these terms and conditions, if you do not have such authority or if you do not agree with the terms and conditions set herewith, YOU MUST NOT ACCEPT these Terms and Conditions and
MAY NOT USE any of our Products or Services. By accepting these terms and conditions, by executing an order, you agree to the terms and conditions set here. You may not access any Services provided by WITMEG if you are our direct or indirect competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring the availability, performance or functionality, or for any other benchmarking or competitive purposes.
The Terms and conditions were last updated on December 15, 2021. It replaces any prior terms and condition(s).
- COPYRIGHT AND OWNERSHIP OF SYSTEMS
- Copyright, ownership, and all rights of any System developed by WITMEG belongs solely and exclusively to WITMEG. The customer is granted full ownership of nonexclusive and non-transferable license of the system upon payment of the System as stipulated in the contract.
- All third-party intellectual property belongs to their respective owners. No intellectual property is to be assigned or transferred to Customer from the Company as a part of this service offering.
- The Company warrants that the deliverable product hereunder does and will not violate any third party intellectual property rights. WITMEG Contract and Agreement
- OBLIGATIONS OF THE CUSTOMER + GENERAL OBLIGATIONS OF THE CUSTOMER
- As a condition of these Terms, when accessing and using the Services, the Customer must:
- not attempt to undermine the security or integrity of WITMEG’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
iii. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
- You must only use the Service and System for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by WITMEG or condition posted on the Website. You may use the Service and System on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
- The Customer should ensure the following.
- Managing any 3rd party licenses not supplied by WITMEG.
- Protecting data from corruption due to hardware, software and power failures, human error or misuse of the Systems.
+ FURTHER OBLIGATIONS OF THE CUSTOMER
In addition to its other obligations customers are obliged to adhere to the below terms:
- Ensure that the Systems are used in a proper manner by competent trained employees only or by persons under their supervision;
- Ensure that all usernames and passwords required to access the Service are kept secure and confidential. The customer must immediately notify WITMEG of any unauthorised use of Customer’s passwords or any other breach of security and WITMEG will reset password and You must take all other actions that WITMEG reasonably deems necessary to maintain or enhance the security of WITMEG’s computing systems and networks and Your access to the Services.
- Not alter or modify the Systems in anyway whatsoever, nor permit the Systems to be combined with any other programs to form a combined work unless specifically authorised by the Company in writing;
- Not request, permit or authorise anyone other than the WITMEG to provide maintenance services in respect of the Systems;
- Cooperate fully with WITMEG’s personnel in the diagnosis of any error or defect in the System;
- Make available to WITMEG free of charge all information facilities and services reasonably required by the Company at the Location to perform the Maintenance Services including, without limitation, computer, telephone, fax, e-mail, printing and related facilities;
- Where necessary, ensure that suitable accommodation, meals and related facilities are provided to personnel of WITMEG at the Location or near the Location at the expense of the Customer where the nature of the Maintenance Services necessitates such personnel of the WITMEG staying overnight or for any extended period of time at the Location.
- ONSITE SUPPORT
- Charges for onsite Maintenance Services may include call-out expenses incurred by WITMEG’s staff in visiting the Location for the provision of the Maintenance Services.
- WITMEG shall charge the Customer for transport at the standard rate for every visit to the Location in pursuance of the provision by the WITMEG of the Maintenance Services. In the computation of the distance traveled both the journey to the Location and the return journey shall be taken into account. WITMEG shall raise invoices in respect of the transport charges as provided herein and the Customer shall settle undisputed invoices within seven (7) days after the receipt of the same.
- Without prejudice to the other rights and remedies of WITMEG, where the Customer has failed to settle an invoice raised by WITMEG in respect of transport charges, WITMEG shall be under no obligation to make any further visit to the Location in order to provide the Maintenance Services until the total outstanding on such invoices including any interest payable thereon as provided hereinbefore is settled in full by the Customer.
- Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- Each party’s obligations under this clause will survive termination of these Terms.
- The customer shall treat as confidential all information obtained from WITMEG and shall not divulge such information to any person (except to such Party’s own employees, and then only to such employees who need to know the same) without WITMEG’s prior written consent. The company shall ensure that its employees are aware of and comply with the provisions of this Clause. The obligations as to confidentiality shall survive any termination of any service provided by WITMEG.
- THIRD-PARTY APPLICATIONS AND YOUR DATA
If You enable third-party applications for use in conjunction with WITMEG’s Services, You
acknowledge that WITMEG may allow the providers of those third-party applications to
access Your Data as required for the interoperation of such third-party applications with the
Services. WITMEG shall not be responsible for any disclosure, modification or deletion of
Your Data resulting from any such access by third-party application providers.
- TERMINATION & CANCELLATION
- The service provided by WITMEG shall be discontinued if the customer fails to make the payments on time.
- Notwithstanding anything else herein contained, Service may be terminated:
- by WITMEG forthwith on giving notice in writing to the Customer in the event the Customer shall fail to pay any sum due and such sum remains unpaid for 7 days after written notice from WITMEG that such sum has not been paid;
- by the Customer forthwith on giving notice in writing to WITMEG in the event the Equipment is defective, lost, stolen or destroyed or damaged beyond economic repair; or WITMEG Contract and Agreement
iii. by either Party upon not less than 1 calendar month’s written notice if the other Party materially breached any of the terms provided, however, that the Service shall not be terminate if the non-terminating party has cured the breach within the 10 day period of such notice;
- by either Party forthwith on giving notice in writing to the other in the event of the other Party receiving a compulsory order for liquidation from a competent Court or having a receiver or liquidator appointed over the whole or any part of its business or assets or having ceased to carry out its business;
- By either Party upon not less than 1 calendar month’s notice in writing to the other Party.
- In the unlikely event a project termination is agreed by WITMEG, and provided it’s within 30 days from project initiation, if hardware devices are involved, a 25% restocking fee will be charged on the cost of the full project. A further 25% restocking fee will be charged for every month, or part of, that elapses beyond the initial 30 days.
- Any termination of the service however occasioned shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force of any provision hereof which is expressly or by implication intended to come into force on or after such termination.
- On the termination of the Service the Customer shall not be entitled for a refund of any charges paid in advance or request for such fee to be transferred against any other services being offered by WITMEG or its related companies.
- If the license is terminated for any reason by either party, Customer agrees to promptly discontinue use of and destroy all of Licensee’s copies of the Program. Any terms of this Agreement that by their nature extend beyond termination of this Agreement remain in effect until fulfilled, and apply to both parties’ respective successors and assignees.
- WITMEG shall not be liable to the customer or to any other third party for any consequential, indirect, special, incidental, reliance, or exemplary damages arising out of or relating to the Company services or hardware, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action (including, but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets; or labor claims), even if such party has been advised of the possibility of such damages.
- You indemnify WITMEG against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to WITMEG, WITMEG Contract and Agreement including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
- FEES AND PAYMENTS
- The Customer shall pay the pre agreed monthly fee on time. Any additional charges will be charged at a pre agreed fee.
- A direct debit needs to be set up in WITMEG’s account. WITMEG has the right to terminate the licenses/support in the event the customer fails to pay the relevant charges.
- All applicable taxes will be included at the time of invoicing.
- Interest of 1.5% per calendar month will be charged on overdue accounts.
- Full or part payments made towards purchasing any of Company’s products or services are non-refundable and non-transferrable against any other service offering.
- All goods remain the property of WITMEG until full payments have been received.
- Charges and license fees pertaining to WITMEG’s Products and Services are subject to change. WITMEG will notify the customer, in writing, of any such changes at least 2 weeks in advance of the changes taking effect.
- REFUND POLICY
- a) Full or part payments made towards purchasing any of WITMEG’s products are non refundable against any other service or product offering.
- b) Any defects, damage, errors or shortages, must be advised within 48 hours of delivery onsite.
- c) Under no circumstances is WITMEG required to refund any subscriptions for any reason whatsoever.
- d) Where you have paid for a partcular service (eg: training) directly from WITMEG and you received that service, you are not entitled to any refund. Where you have paid for a service (eg: training) but not received the service you will be entitled to a refund only if the refund request is received within 30 days of payment being received. In all other cases WITMEG will not refund any monies for any reason.
- SUPPORT SERVICES
Company will provide the following support services to the Customer:
- Responses to the Customer’s requirement (whether by mail, telephone, or email) of difficulties or problems with the System and assistance in diagnosis of faults. The Customer must provide adequate information and documentation to enable WITMEG to reproduce the problem. WITMEG may notify the Customer that the problem could not be reproduced, located or identified. If applicable WITMEG may notify Customer that the problem will not be resolved and the reason for this decision. If it is determined that there is no problem with the System, WITMEG will WITMEG Contract and Agreement so inform the Customer. Notwithstanding the provisions of this section, WITMEG makes no warranties that the Support Services provided hereunder will be successful in resolving any difficulties or problems or in diagnosing faults.
- Customers shall provide WITMEG’s representatives with necessary access to client site and System at any given time in order to provide necessary service as required. The support level may be downgraded if the adequate access levels, information and documentation required are not provided.
- WITMEG may provide without additional charge, revised or updated releases of the System originally licensed when WITMEG makes such revised or updated releases generally available. On provision of such releases by WITMEG, all previous releases shall be replaced for all purposes by such new releases.
- New requirement will not be included under the support duration and if any such changes are required both the parties may accommodate it as per a pre-agreed fee.
- WITMEG shall have no responsibility for hardware problems or data related issues resulting from the System being subject to improper use, accident, neglect or modification.
- On-site support, if requested by Customer and subject to availability of WITMEG technical staff, will be provided at WITMEG’s current standard rates plus reasonable associated expenses.
- If the Customer discovers an error or defect, the Customer shall within a week after the discovery of the error or defect notify the WITMEG in writing or enter such defect in the online bug tracking system, access to which will be given to the point of contact at the customer site. Where possible adequate documented examples or examples of such defect or error need to be provided.
- Remote connection has to be established and access to the System has to be provided to WITMEG in order to remotely fix defects and apply modifications. For this “TeamViewer” software (or a similar remote management software) may be installed on both application server and database server. After completing the job, the remote connection can be closed by the Customer. Following process should be followed in order to ensure both System and data security.
- WITMEG shall ordinarily carry out the work envisaged in (h) above during working hours or at such other times as may be mutually agreed between the Parties or as may be necessitated by emergency situations.
- WITMEG shall provide additional training to the relevant staff of the Customer for a reason necessitated by a correction effected to the System. If any further training or additional training is required for any other reason, such training will be done at a pre-agreed fee.
- WITMEG’s support & maintenance service shall not include service in respect of:
- defects or errors resulting from any modifications of the System made by any Third Party;
- incorrect use of the System or operator/user error;
iii. any fault in the Equipment/Hardware or in any other software or programs used by the Customer in conjunction with the System;
WITMEG Contract and Agreement
- Situations where the System is damaged as a result of lightning, computer virus or format of hard disks.
- WITMEG shall make an additional charge in accordance with its standard scale of charges for the time being in force for any services provided by the WITMEG:
- At the request of the Customer but which do not qualify under the aforesaid error correction service by virtue of any of the exclusions referred to in subclause
(h) above or are otherwise not covered by the provisions of this Agreement;
- At the request of the Customer but which the Company finds are not necessary.
For the avoidance of doubt it is agreed that nothing in this sub-clause shall be construed as imposing any obligation on the Company to provide services in respect of any of the exclusions referred to in sub-clause (h) above.
- The Customer will nominate one technical contact, specified overleaf, within their organisation that will be the point of contact between Customer and WITMEG.
- Reinstallation of the System would be done in case there is a defect in the computer that cannot be addressed through normal means or the computer is being fully formatted. Problems relating to Customer’s network or their devices are not covered by this maintenance contract.
You acknowledge that:
- You are authorised to use the Services and the Website and to access the information and Data that You input into the system, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
- The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
- WITMEG does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. WITMEG is not in any way responsible for any such interference or prevention of Your access or use of the Services.
- WITMEG does not provide accounting advice in relation to the customer’s business and use of the Services does not constitute the receipt of accounting advice. If You have any accounting related questions, please contact your accountant.
- It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used. WITMEG Contract and Agreement
- You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
- If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.
- CHANGE REQUESTS
- Where the Customer requires a modification to the System aside from the initial scope of the project (Signed off Business Requirement Specification) the Customer shall request WITMEG such a modification in writing.
- Upon receipt of such a written request WITMEG shall evaluate the same and if the same is possible to develop and deliver to the Customer, for which WITMEG shall submit an estimate for the Customers approval based on time estimation taken to develop such modification.
- Where a Modification to the System is carried out as provided hereinbefore such Modification shall be deemed incorporated in the System and as such shall be subject to the provisions of this Agreement.
- Provided that in the event the Customer elects to renew the term of this Agreement, the list price of the relevant Modification shall be added to the list price of the System as hereto in determining the maintenance charge for the renewed term.
Any notice given under these Terms by either party to the other must be in writing by email. Notices to WITMEG must be sent to accounts@WITMEG.com or to any other email address notified by email to You by WITMEG. Notices to You will be sent to the email address You provided at the time of signing up to the service or subsequently during communications with WITMEG.
- USE OF PRODUCTS & SERVICES
- WITMEG grants Customers the right to access and use the Product and Service that are provided based on the License. This right is non-exclusive, non-transferable, and limited by and subject to the terms and conditions set here. Customer acknowledge and agree that, subject to any applicable written agreement between the WITMEGand the Customer, or any other applicable laws:
- WITMEG determines who is owner of the licenses and what level of access granted to the relevant organisation and the authorized Users have;
- Customer is responsible for all uses of the Product and Service.
- You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify WITMEG of any unauthorised use of Your passwords or any other breach of security and WITMEG will reset Your password. WITMEG Contract and Agreement
- You must take all necessary actions that WITMEG reasonably deems necessary to maintain or enhance the security of WITMEG’s computing systems and networks and Your access to the Services.
- As a condition of these Terms, when accessing and using the Services, You must:
- Not attempt to undermine the security or integrity of WITMEG’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
- Not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
iii. Not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- Not transmit, or input into the Website, and or Systems any: files that may damage any other person’s computing devices or software content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the WITMEG’s systems except as is strictly necessary to use either of them for normal operation.
- Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes, number of users, number of SKU’s, Number of Warehouses and the number of calls You are permitted to make against WITMEG’s application programming interface (API). Any such limitations will be advised. Any limitations will remain in effect for the duration of your contract with WITMEG and any subsequent renewal period. Should your contract to WITMEG expire, you will need to agree to any new terms and limitations of use and corresponding Access Fee’s at that time.
All content included in or made available through any WITMEG’s Products, Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations
is the property of WITMEG or its content suppliers and protected by Intellectual Property Law.