1. Definitions
“Client” means the recipient of services and/or invoices. “Services” means any hosting, support, maintenance, development, advisory, deliverables or other work supplied by BTSS. “Invoice” means the billing document issued by BTSS. “Deliverables” means any work product, output, software, configuration, documentation, designs, reports, or materials created or supplied by BTSS.
2. Application of These Terms
These Terms apply to all Services and Invoices issued by BTSS unless varied in writing. If the Client has signed a service agreement with BTSS, that agreement governs the relationship and these Terms supplement it. If there is a conflict, the signed agreement prevails.
3. Quotes, Acceptance and Scope
Any quote, scope description, or estimate is indicative unless confirmed in writing. The Client’s instruction to proceed, use of Services, or payment of an Invoice constitutes acceptance of the applicable scope and these Terms.
4. Invoicing and Payment Terms
Payment is due on the due date stated on the Invoice. If no specific due date is stated, payment is due by the last calendar day of the month in which the Invoice is issued, unless otherwise agreed in writing by BTSS. Unless otherwise agreed, Services are billed monthly in advance where applicable.
5. Late Payment and Interest
Any amount not paid by the due date will be deemed overdue and may attract interest at 2% per month, calculated daily and compounded monthly, from the due date until final settlement. BTSS may allocate payments first to interest and costs, and then to principal.
6. Suspension and Withholding
BTSS reserves the right to suspend Services and/or withhold delivery of work where any Invoice is overdue, without prejudice to any other rights or remedies. Suspension does not waive BTSS’s right to recover amounts due.
7. Disputes
Any dispute relating to an Invoice must be submitted in writing within 7 (seven) calendar days of the Invoice date. Failing this, the Invoice will be deemed accepted and payable in full. The undisputed portion remains payable by the due date.
8. Time & Materials (Ad-hoc Work)
Where Services are performed on a time and materials basis, work is billed in 15-minute increments unless otherwise agreed. Estimates are not guarantees. Ad-hoc work may require written approval prior to commencement (email is acceptable).
9. Rate Adjustments
BTSS may adjust fees and/or rate cards from time to time. Where a signed agreement includes an escalation mechanism, that mechanism applies. Otherwise, BTSS will provide at least 30 days’ written notice of any material fee changes.
10. Ownership and Intellectual Property
All Deliverables and Services remain the property of BTSS until payment is received in full and cleared. Upon full payment, ownership of Client-specific Deliverables transfers to the Client. Notwithstanding the above, any pre-existing intellectual property, tools, methodologies, templates, libraries, configurations, processes, and know-how used or developed by BTSS remain the property of BTSS.
11. Client Responsibilities
The Client is responsible for providing timely access, information, approvals, and (where applicable) third-party credentials. The Client remains responsible for the lawfulness of any data processed, stored, or transmitted via the Services, including obtaining any required consents and permissions.
12. Confidentiality
Each party will keep confidential any proprietary or sensitive information received from the other and will use it only for the purposes of performing under the Services. This obligation does not apply to information that is public through no fault of the receiving party or was lawfully obtained from a third party.
13. Data Protection
BTSS will take reasonable measures to protect data in its control. Where applicable, the Client acknowledges its responsibilities under relevant South African data protection law (including POPIA) and remains responsible for the lawfulness of processing and instructions provided to BTSS.
14. Warranties and Disclaimers
BTSS will provide Services with reasonable care and skill. Except as expressly stated in writing, Services and Deliverables are provided “as is” and BTSS makes no warranties of uninterrupted availability, fitness for a particular purpose, or that Services will be error-free, particularly where third-party providers, connectivity, or client-controlled systems are involved.
15. Limitation of Liability
To the maximum extent permitted by law, BTSS will not be liable for any indirect, special, incidental, consequential damages, loss of profits, or loss of data. BTSS’s total liability arising from or related to the Services, whether in contract, delict, or otherwise, will not exceed the total fees paid by the Client to BTSS in the 3 (three) months preceding the event giving rise to the claim.
16. Third-Party Services
Where Services depend on third-party platforms, hosting providers, registrars, software vendors, or connectivity, the Client acknowledges that BTSS is not responsible for third-party outages, changes, or failures beyond BTSS’s reasonable control.
17. Termination
Either party may terminate Services on written notice in accordance with any signed agreement, or if none exists, on 30 (thirty) days’ written notice. BTSS may terminate or suspend immediately for material breach, including non-payment, subject to any cure periods required by law or agreed in writing. On termination, all outstanding amounts remain payable.
18. Notices
Notices must be provided in writing and may be delivered by email to the most recent email address used between the parties, unless a different notice address is specified in a signed agreement.
19. Governing Law and Jurisdiction
These Terms are governed by the laws of the Republic of South Africa. The parties consent to the jurisdiction of the South African courts having competent jurisdiction.
20. General
These Terms constitute the entire understanding regarding the matters addressed on this page, subject to any signed agreement. Any variation must be in writing. If any provision is found unenforceable, the remaining provisions remain in force. BTSS’s failure to enforce any right is not a waiver of that right.
21. Hosting & Domain Notes
Hosting is billed monthly unless otherwise agreed in writing and may be switched to annual billing on request. Domain registrations renew annually, and third-party registry fees may change over time.
Change control: BTSS may update these Terms from time to time. The version applicable to an Invoice is the version published on this page at the time that Invoice is issued (see “Version” and “Last updated” above).
