General terms and conditions

1. Definitions and Interpretation

In these General Terms and Conditions, unless the context indicates otherwise:

After Hours means 17:00 to 08:00 on weekdays, and all day on weekends and South African public holidays.

Agreement means, collectively, these General Terms and Conditions together with the applicable Master Services Agreement, Proposal, Quote, Rate Schedule, Statement of Work, Service Schedule, or any other document expressly incorporated by reference between the parties.

Bluecoat IT, we, us or our means Blue Coat IT (Pty) Ltd, registration number 2020/226614/07.

Business Hours means 08:00 to 17:00 on weekdays, excluding weekends and South African public holidays.

Client, you or your means the person, company, close corporation, trust, partnership or other entity that requests, purchases, receives or uses any goods or services from us, including anyone acting with actual or apparent authority on its behalf.

Commitment Term means any minimum service period, fixed term, subscription commitment period, or initial term stated in the applicable Master Services Agreement, Proposal, Quote, Service Schedule, Statement of Work, or other agreed document.

General Terms and Conditions means these General Terms and Conditions, as updated from time to time in accordance with clause 5.

Goods means any hardware, software, licences, subscriptions, equipment, peripherals, or other products supplied by us, whether alone or together with Services.

Master Services Agreement or MSA means the client-specific signed agreement between you and us that records the commercial arrangement, service relationship, and any client-specific terms, special conditions, or departures from these General Terms and Conditions.

Proposal or Quote means any quotation, proposal, order summary, pricing schedule, or similar commercial document issued by us, whether issued electronically or otherwise.

Rate Schedule means our schedule of rates, fees, charges, and pricing assumptions applicable to Services, as may be updated by us from time to time.

Services means any managed services, support services, professional services, consulting, project work, monitoring, maintenance, security services, cloud services, advice, labour, remote services, onsite services, or other work performed by us.

SLA means any service level agreement, support schedule, service guide, or support procedures document issued or agreed by us that sets out support hours, ticket handling, response targets, escalation paths, or service boundaries.

SOW means any statement of work, project scope, implementation plan, or similar document describing specific project deliverables, assumptions, exclusions, pricing, and timelines.

Supported Environment means an environment, platform, product, service, version, device, or configuration that is in vendor support, reasonably current, properly licensed, and reasonably capable of being supported by us.

Third-Party Services means any products, software, cloud services, connectivity services, platforms, hosting, subscriptions, licences, or services provided by any third party.

VAT means value-added tax levied in terms of applicable South African law.

Unless the context indicates otherwise:

words in the singular include the plural and vice versa;
a reference to one gender includes the other genders;
a reference to a natural person includes a juristic person, and vice versa;
a reference to any law includes any amendment, re-enactment, or replacement of that law;
headings are for convenience only and do not affect interpretation;
the words "including", "include" and "includes" mean "including without limitation";
a reference to any document includes that document as amended, updated, supplemented, or replaced from time to time, to the extent permitted under the Agreement;
where a term is defined, any grammatical variation of that term has a corresponding meaning; and
if any provision of the Agreement is or becomes invalid, unlawful, or unenforceable, the remaining provisions will remain in full force and effect.

2. Scope, Incorporation and Precedence

These General Terms and Conditions apply to all Goods and Services supplied by us to you, unless expressly excluded or varied in writing.

Depending on the nature of the Goods or Services being supplied, the Agreement may also include one or more of the following:

the applicable Master Services Agreement;
any Proposal or Quote accepted by you;
any applicable SLA;
any SOW, project scope, or implementation document;
any applicable Rate Schedule; and
any other written document expressly incorporated by reference.

If there is any conflict or inconsistency between the documents forming part of the Agreement, they will apply in the following order of precedence, unless expressly stated otherwise in the relevant document:

the signed Master Services Agreement;
the applicable SOW or project-specific signed scope document;
the applicable Proposal or Quote;
the applicable SLA or service schedule;
these General Terms and Conditions; and
any other supporting document, guide, or process note.

A client-specific term will only override these General Terms and Conditions if that override is clearly stated in the applicable Master Services Agreement, SOW, Proposal, or other signed document.

Service requests, support processes, escalation procedures, and service delivery methods may be governed by the applicable MSA, SLA, support guide, or other service documentation issued by us from time to time. Operational procedures do not need to be contained in these General Terms and Conditions in order to be binding, provided they are communicated or made available to you.

3. Commitment Term

Where any Goods or Services are supplied on a fixed term, minimum term, subscription commitment, annual commitment, monthly commitment, or other defined service period, that Commitment Term will be the term stated in the applicable MSA, Proposal, Quote, SOW, service schedule, or licensing schedule.

Unless otherwise stated in the applicable document, the Commitment Term will commence on the earlier of:

the date on which the relevant Proposal, Quote, or MSA is signed or electronically approved;
the date on which the relevant Services are provisioned, activated, onboarded, or first made available; or
the date stated in the applicable commercial document.

Unless otherwise stated in the applicable MSA, Proposal, Quote, or service schedule, any service subject to a Commitment Term will automatically renew for successive periods equal to the initial Commitment Term.

Either party may elect not to renew a service by giving written notice before the renewal date, within the notice period stated in the applicable MSA, Proposal, Quote, or service schedule. If no notice period is stated, at least thirty (30) days' written notice before the renewal date will apply.

If a Commitment Term expires and the relevant service continues without a new signed agreement, the service will continue on the same general commercial basis, subject to any updated pricing, service scope, or terms lawfully notified or agreed between the parties.

4. Suspension, Termination and Offboarding

You may terminate the affected Services, or the Agreement where appropriate, on thirty (30) days' written notice if we commit a material breach of the Agreement and fail to remedy that breach within thirty (30) days after receiving written notice requiring us to do so.

We may terminate the affected Services, or the Agreement where appropriate, on written notice if:

you commit a material breach of the Agreement and fail to remedy that breach within seven (7) days after receiving written notice requiring you to do so;
you fail to pay any undisputed amount when due;
you fail or refuse to provide the access, information, approvals, permissions, or cooperation reasonably required for us to deliver the Services;
your environment, conduct, instructions, or failure to act creates a material security risk, legal risk, operational risk, or reputational risk for us, our personnel, or any third party; or
you are placed under liquidation, business rescue, provisional liquidation, compromise with creditors, or any similar insolvency process.

Without limiting any other rights we may have, we may suspend some or all Services immediately, or on such shorter notice as is reasonable in the circumstances, if:

payment is overdue;
required access, permissions, or client cooperation are not provided;
there is a suspected cybersecurity incident, compromise, misuse, unauthorised access event, or other material security concern affecting the Services or environment;
continued service delivery would likely expose us, you, or any third party to material risk; or
a third-party vendor suspends or withdraws a dependency required for us to deliver the affected Services.

Suspension of Services does not relieve you of your obligation to pay charges that have accrued, recurring charges that remain due during any applicable Commitment Term, or reasonable costs incurred by us arising from the suspension.

Where the applicable MSA, Proposal, Quote, or service schedule allows termination for convenience, either party may terminate in accordance with that document and the stated notice period.

If you terminate, downgrade, cancel, or materially reduce any Service before the end of the applicable Commitment Term, other than due to our uncured material breach, you remain liable for:

all charges accrued up to the effective date of termination;
any non-cancellable third-party charges, committed licence fees, vendor cancellation charges, or unrecoverable supplier costs incurred by us as a result of such early termination;
any onboarding, implementation, transition, project, setup, or discounted initial costs incurred by us and not yet recovered over the intended Commitment Term; and
an early termination charge equal to the lesser of: three (3) months' recurring Service fees for the affected Services; or
the recurring Service fees that would have been payable for the balance of the applicable Commitment Term.

On termination or expiry, we may provide reasonable transition or handover assistance, subject to:

our then-current rates unless otherwise agreed in writing;
your full cooperation and timely provision of any required third-party instructions or approvals;
settlement of all outstanding amounts due to us; and
any legal, security, privacy, licensing, or vendor limitations affecting transfer or release of systems, data, credentials, configurations, or documentation.

Unless expressly included in an MSA or SOW, offboarding or transition assistance is not included in recurring service fees and may include:

coordination with replacement providers;
transfer of administrative access, documentation, and service information reasonably held by us;
removal or decommissioning of our tools, agents, monitoring systems, and delegated access;
tenant, platform, and vendor transition tasks; and
final reporting, export, or administrative closure work.

Termination or expiry of the Agreement will not affect any rights or obligations that accrued before termination, including rights relating to payment, confidentiality, intellectual property, liability, restrictions, and any clause which by its nature is intended to survive termination.

5. Changes to these General Terms and Conditions

We may update these General Terms and Conditions from time to time.

Updated versions may be published on our website or otherwise provided to you. Subject to the rest of this clause, the updated version will apply from the effective date stated in the updated version.

Where you have an active signed MSA or other signed client agreement with us, no material change to these General Terms and Conditions will override an express client-specific term already agreed in that signed document unless:

the signed document allows for that change; or
the change is accepted or recorded in writing between the parties.

For existing ongoing Services, any material update to these General Terms and Conditions that adversely affects your rights or materially increases your obligations will apply prospectively and subject to any contrary terms in the applicable MSA, Proposal, Quote, or service schedule.

The current version of these General Terms and Conditions may be made available on our website or on request. It is your responsibility to ensure that you retain copies of the version forming part of your Agreement, together with the applicable MSA, Proposal, Quote, and service schedules.

6. Representations

You acknowledge that the Agreement records the basis on which we supply Goods and Services to you, and that you have not relied on any representation, statement, promise, or undertaking not expressly recorded in the Agreement, except to the extent required by law.

No employee, contractor, agent, or representative of Bluecoat IT is authorised to make any binding representation, warranty, or commitment on our behalf unless it is recorded in writing in the applicable MSA, Proposal, Quote, SOW, email confirmation, or other written communication issued or approved by us.

Any advice, guidance, estimates, recommendations, or preliminary discussions provided before formal acceptance of a Proposal or commencement of Services are provided in good faith, but do not create a binding obligation unless expressly incorporated into the Agreement.

7. Notices

Any legal notice, demand, consent, approval, or other communication required or permitted under the Agreement must be given in writing and may be delivered by hand or sent by email to the contact details last notified by the receiving party.

A notice sent by email will be deemed received on the date of transmission, unless the sender receives an error or non-delivery message indicating that the email was not successfully delivered.

You are responsible for ensuring that your contact details, billing details, and authorised contact persons remain current and accurate.

Operational communications, including support updates, service notices, change notices, quotations, approvals, reminders, and service-related correspondence, may be sent by email or via any proposal, service, ticketing, or support platform used by us from time to time.

8. Governing Law and Jurisdiction

The Agreement is governed by the laws of the Republic of South Africa.

Subject to any mandatory legal provisions to the contrary, the parties consent to the jurisdiction of the South African courts in relation to any dispute arising from or connected with the Agreement.

Nothing in this clause prevents us from instituting proceedings in any other court of competent jurisdiction where we are legally entitled to do so.

9. Assignment, Delegation and Subcontracting

You may not cede, assign, delegate, transfer, or otherwise dispose of any of your rights or obligations under the Agreement without our prior written consent, which will not be unreasonably withheld where there is no material prejudice to us.

We may cede, assign, transfer, delegate, or subcontract any of our rights or obligations under the Agreement to an affiliated entity, successor, purchaser of our business, or suitably qualified subcontractor, provided that this does not materially reduce the substantive Services to which you are entitled.

Where we use subcontractors, service partners, or third-party suppliers in connection with the Services, we remain responsible for managing those relationships to the extent required under the Agreement, subject always to the limitations and third-party dependency provisions contained in these General Terms and Conditions.

10. Proposals and Quotes

Any Proposal or Quote issued by us is based on the information available to us at the time, including client requirements, assumptions, supplier pricing, licensing information, scope assumptions, availability, exchange rates where relevant, and any exclusions expressly stated.

Unless otherwise stated, a Proposal or Quote is valid for seven (7) calendar days from date of issue.

Before acceptance, we may amend or withdraw any Proposal or Quote if there is a change in supplier pricing, stock availability, vendor pricing, exchange rates, licensing terms, scope, lead times, or any information on which the Proposal or Quote was based.

Any Proposal or Quote must be read together with any assumptions, exclusions, limitations, prerequisites, or dependencies stated in it. Work falling outside that scope may be charged separately.

Any delivery date, implementation date, activation date, or estimated timeframe stated in a Proposal or Quote is an estimate only and may be affected by third-party suppliers, vendors, distributors, licensors, connectivity providers, client dependencies, or events outside our reasonable control.

We reserve the right to correct any clerical, administrative, pricing, description, or calculation error in a Proposal or Quote before acceptance and, where appropriate, after acceptance if the error is obvious and material.

11. Orders, Acceptance and Authority

A Proposal, Quote, SOW, or other commercial document may be accepted by:

physical signature;
electronic signature;
approval through an electronic proposal or approval platform;
written email confirmation;
instructing us to proceed; or
permitting delivery, provisioning, onboarding, implementation, or commencement of the relevant Goods or Services.

Any acceptance method referred to above will be binding on you if given by a person who has actual authority, or who reasonably appears to us to have authority, to act on your behalf.

Where a Proposal or Quote is issued through an electronic proposal or quotation platform, any questions, clarifications, scope confirmations, comments, or written responses exchanged through that platform may be relied upon as part of the commercial record relating to the relevant transaction, to the extent they are clearly linked to that Proposal or Quote.

We may, before accepting any order or commencing any Services, conduct reasonable credit, identity, fraud, compliance, onboarding, or verification checks and may decline to proceed if those checks are unsatisfactory.

We are not obliged to procure, deliver, provision, reserve, or commence any Goods or Services until the relevant order, Proposal, Quote, MSA, or SOW has been accepted and any required deposit, onboarding requirement, compliance requirement, or prerequisite has been satisfied.

12. Pricing, Rates and Charges

You agree to pay all fees, charges, and amounts due for Goods and Services supplied by us, including recurring fees, once-off fees, project fees, licence fees, usage-based charges, call-out charges, after-hours charges, disbursements, and any other agreed charges.

Unless stated otherwise, all prices and rates are exclusive of VAT.

Our standard rates and charges may be set out in a Rate Schedule, Proposal, Quote, MSA, SOW, or invoice. Different rates may apply to different services, times, clients, or service categories.

Unless otherwise agreed in writing, work performed After Hours, urgently, outside standard scope, or under exceptional circumstances may be charged at our applicable after-hours or special rates.

You are liable for all reasonable third-party costs, disbursements, travel costs, accommodation costs, courier charges, vendor charges, licensing charges, and other out-of-pocket expenses reasonably incurred by us in delivering the Goods or Services, where those are not already included in the agreed pricing.

Where Services are charged on a time basis, time may be rounded and billed in accordance with the applicable Rate Schedule or, if no Rate Schedule applies, in minimum increments determined by us on a reasonable basis.

We may require deposits, prepayments, licence prepayments, hardware prepayments, onboarding fees, or recurring services to be paid in advance.

We may update our standard rates, pricing, and charges from time to time. Any such update will not affect an existing fixed price, fixed term, or client-specific pricing already agreed in writing for the duration of the agreed pricing period, unless:

the relevant third-party vendor, licensor, distributor, or supplier increases its pricing or changes its terms;
the scope, assumptions, user count, device count, licensing requirement, consumption, or service requirement changes;
the MSA, Proposal, Quote, or service schedule expressly allows for such adjustment; or
a law, tax, levy, or regulatory requirement changes the cost of supply.

If pricing was based on assumptions that later prove to be inaccurate, incomplete, or materially changed, we may revise the affected pricing on written notice, acting reasonably and with reference to the actual scope or requirements.

13. Services, Service Plans and Commercial Schedules

Any description of a service plan, service tier, support arrangement, managed service offering, or recurring service package is subject to the applicable MSA, SLA, Proposal, Rate Schedule, or service schedule.

The inclusions, exclusions, support boundaries, response model, support hours, and service levels applicable to any service will be those stated in the relevant MSA, SLA, Proposal, or service schedule.

We may from time to time update, improve, restructure, replace, or retire elements of our service catalogue, service tooling, service methods, support model, or service packaging, provided that such change does not materially reduce an active contracted service without lawful notice or agreement where required.

Any client-specific service commitment, special condition, plan inclusion, excluded item, or non-standard commercial arrangement will only be binding if recorded in the applicable MSA, or in another written document expressly incorporated into the Agreement, including the relevant Proposal, SOW, SLA, or service schedule.

Some Services may depend on Third-Party Services, software, vendors, connectivity providers, cloud platforms, subscriptions, licensing programmes, or hardware supply chains. We do not warrant that such third-party components will remain continuously available, unchanged, or free from interruption, delay, pricing change, or withdrawal.

14. Use of subcontractors and third-party suppliers

We may use subcontractors, distributors, licensors, cloud providers, vendors, carriers, couriers, finance providers, or other third-party suppliers in connection with the supply of Goods or Services.

Unless expressly stated otherwise in writing, no such third party will have a direct contractual relationship with you through us, and your rights and remedies in relation to any third-party products or services will remain subject to that third party's own terms, conditions, warranties, service levels, and licensing rules.

Where the Services depend on Third-Party Services, we are not responsible for delays, failures, changes, withdrawal, pricing changes, outages, performance limitations, or service interruptions caused by or attributable to such third parties, except to the extent caused by our own breach of the Agreement.

15. Delivery, Risk and Ownership

Any delivery date, lead time, provisioning date, implementation date, or estimated availability date communicated by us is an estimate only, unless expressly stated otherwise in writing.

Risk in Goods will pass to you on delivery to your nominated address, site, premises, courier, carrier, or representative.

Ownership in Goods supplied by us will remain vested in us until all amounts due in respect of those Goods have been paid in full.

From the date risk passes to you, you are responsible for insuring the relevant Goods against theft, loss, damage, destruction, or other insurable risks.

If delivery is delayed due to your acts, omissions, unavailability, access limitations, or change requests, we may recover any reasonable storage, redelivery, administration, or related costs incurred by us.

16. Returns, Defects and Claims

Any return, replacement, repair, exchange, credit, warranty claim, or defect-related claim in respect of Goods supplied by us will be subject to:

the applicable manufacturer, distributor, or supplier return process;
any applicable warranty conditions, inspection requirements, packaging requirements, or return-material authorisation process; and
your compliance with any reasonable diagnostic, verification, return, and collection requirements.

Goods correctly supplied in accordance with an accepted Proposal, Quote, or order may not be returned for credit or refund unless we agree otherwise in writing.

Unless the return arises from our proven error in supply, you are responsible for any reasonable handling, collection, courier, inspection, restocking, repair, testing, or administration charges associated with a return.

You must inspect Goods supplied to you and notify us within a reasonable time of any visible shortage, incorrect supply, or apparent defect.

17. Supported Environments, Compatibility and Functionality

Our Services are designed to be delivered in Supported Environments. If your environment includes unsupported, obsolete, end-of-life, unstable, insecure, unlicensed, or poorly maintained systems, devices, platforms, software, or configurations, then:

our ability to deliver the Services may be limited;
we may provide support on a best-effort basis only, or decline to support the affected component;
additional remediation, upgrade, migration, project, or stabilisation work may be required before normal support standards apply; and
we will not be responsible for failures, limitations, instability, incompatibility, or security issues inherent in such environment.

You acknowledge that technology environments often involve multiple third-party products, software versions, cloud platforms, vendors, devices, licences, integrations, and dependencies. We do not warrant that all components of your environment will be compatible, interoperable, continuously available, or capable of supporting your intended use case without limitation.

Any recommendation, opinion, design input, or solution proposal given by us is based on the information reasonably available to us at the time and on standard vendor guidance, assumptions, and expected use cases. Final suitability remains dependent on your actual environment, requirements, third-party dependencies, licensing position, and operational use.

You acknowledge that diagnostics, troubleshooting, repair, remediation, migration, and integration work may require iterative investigation, testing, vendor engagement, and trial-and-error steps, particularly in complex, legacy, undocumented, or third-party-managed environments.

Unless expressly agreed in writing, we do not warrant that any Goods or Services will achieve a specific business outcome, uninterrupted uptime, legal compliance outcome, cyber-security result, compatibility result, or performance objective beyond what is expressly stated in the Agreement.

18. Force Majeure

Neither party will be liable for any delay or failure in performing its obligations to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, lightning, war, civil unrest, labour disputes, government action, utility failure, internet outage, telecommunications failure, supplier failure, cloud platform outage, transport interruption, pandemic, epidemic, or cyber incident affecting infrastructure not controlled by that party.

Nothing in this clause relieves you of the obligation to pay amounts already due and payable before the force majeure event, or amounts due for third-party services already committed or consumed, unless otherwise agreed.

If a force majeure event continues for an extended period and materially prevents performance, either party may terminate the affected Services on written notice, provided that all accrued charges and committed third-party costs remain payable.

19. Product Descriptions and Specifications

Any description, image, data sheet, specification, compatibility note, or product information provided by us is based on information made available by the relevant manufacturer, distributor, licensor, or supplier.

We may supply goods with minor variations, updated model numbers, revised packaging, or reasonable substitutions where the originally quoted item is unavailable, discontinued, or delayed, provided that the substituted item is broadly comparable in intended purpose and value.

We are not responsible for changes made by manufacturers, distributors, licensors, or suppliers to specifications, packaging, model names, availability, or product lifecycle.

20. Warranties

Unless expressly stated otherwise in writing, all warranties in relation to Goods, software, cloud services, subscriptions, and Third-Party Services are limited to the warranty, support, or service undertaking provided by the relevant manufacturer, licensor, distributor, or supplier.

Where we provide Services, we warrant that such Services will be performed with reasonable care and skill.

Except to the extent required by law, and subject to the clause above, we give no separate warranty that:

any Goods or Services will be uninterrupted, error-free, or fault-free;
any third-party software, cloud service, licence, or platform will remain available or unchanged;
any manufacturer or supplier will honour its warranty obligations without dispute or delay; or
any Goods or Services will be fit for a purpose not expressly agreed in writing.

Nothing in the Agreement excludes or limits any rights that cannot lawfully be excluded or limited under applicable law.

21. Liability

To the fullest extent permitted by law, we will not be liable to you for any indirect, incidental, special, punitive, exemplary, or consequential loss or damage, or for any loss of profit, loss of revenue, loss of production, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss of use, loss of data, corruption of data, or business interruption, whether arising in contract, delict, statute, or otherwise.

Without limiting the above, we will not be liable for any loss, damage, delay, interruption, corruption, breach, or failure arising from or contributed to by:

any Third-Party Services;
internet, telecommunications, power, cloud, hosting, vendor, licencing, or supply-chain failures;
manufacturer defects, vendor changes, software bugs, platform withdrawal, or third-party service degradation;
your acts, omissions, instructions, delays, or failure to cooperate; or
unsupported, insecure, obsolete, unstable, or non-compliant systems in your environment.

You acknowledge that you remain responsible for confirming that appropriate backup, retention, recovery, and business continuity arrangements are in place for your environment, data, systems, and services, unless we have expressly agreed in writing to provide a defined backup or recovery service. We will not be liable for any loss, corruption, destruction, unavailability, or incomplete recovery of data except to the extent caused directly by our proven gross negligence or wilful misconduct.

You acknowledge that no technology service, software product, security tool, or managed service can guarantee absolute protection against cybercrime, compromise, unauthorised access, malware, phishing, ransomware, insider threat, or other security incidents. Except to the extent prohibited by law, we do not warrant that the Services will prevent all security incidents or losses.

Where any loss or damage arises from multiple contributing causes, our liability will be limited to the extent directly attributable to our proven breach of the Agreement and not to any broader loss caused by third parties, client-side factors, or unrelated events.

Nothing in the Agreement excludes or limits liability for fraud, wilful misconduct, or any liability that cannot lawfully be excluded or limited.

22. Errors and Omissions

We reserve the right to correct any clerical, administrative, pricing, calculation, description, or similar error or omission in any Proposal, Quote, invoice, product description, or communication issued by us.

If an accepted Proposal, Quote, or order contains an obvious and material error, we may withdraw the affected item or transaction on written notice and refund any amount already paid in respect of that affected item, without further liability, unless otherwise required by law.

23. Privacy, Personal Information and POPIA

To the extent that we process personal information on your behalf in the course of delivering the Services, you acknowledge that you are the responsible party and we act as an operator, unless the law or the context clearly requires otherwise.

You warrant that you have the necessary authority, legal basis, permissions, notices, and consents required under applicable law for us to collect, receive, access, host, store, process, disclose, transmit, manage, or otherwise use personal information as reasonably necessary to perform the Services.

We may process personal information to the extent reasonably required to:

deliver the Goods and Services;
administer the client relationship;
provision, monitor, secure, maintain, support, and improve the Services;
engage subcontractors, service providers, distributors, licensors, vendors, cloud providers, and support partners reasonably required for service delivery;
comply with legal, regulatory, audit, security, fraud-prevention, or risk-management obligations; and
investigate, prevent, or respond to incidents, misuse, or suspected unlawful activity.

We will implement and maintain reasonable technical and organisational measures appropriate to the nature of the Services and the role we perform in relation to the relevant personal information.

You acknowledge that no system, platform, network, cloud service, or security control can be guaranteed to be completely secure, and we do not warrant absolute protection against all unauthorised access, compromise, loss, or misuse.

You consent to our use of subcontractors, support partners, and third-party platforms, including cloud and software providers, and to the storage, transfer, or processing of personal information in jurisdictions outside South Africa where reasonably required for service delivery, support, security, licensing, hosting, backup, continuity, or administration, provided that such use is subject to reasonable contractual or operational safeguards where required by law.

If we become aware of a security compromise, personal information breach, or suspected incident affecting personal information processed by us on your behalf, we will notify you within a reasonable time after becoming aware of it, to the extent required by law and reasonably practicable in the circumstances.

You must provide all information, decisions, notices, instructions, and cooperation reasonably required to enable lawful and effective handling of privacy, data protection, data subject, security, retention, or breach-related matters.

Our handling of personal information may also be described in our privacy notice or related policy documents, as updated from time to time, provided that such documents do not override any express written terms of the Agreement.

24. Website and Public Information

Information published on our website or in public-facing material is provided for general information purposes only and may be updated from time to time.

You should not rely on website content, public marketing material, blogs, guides, or general service information as a complete statement of scope, pricing, availability, legal position, or technical suitability without reference to the applicable MSA, Proposal, Quote, SLA, or SOW.

We do not warrant that our website or any public-facing platform will be continuously available, uninterrupted, secure, or error-free.

25. Service Requests and Support Procedures

You agree to log service requests, support requests, incidents, and other service-related communications using the support channels, service procedures, and escalation methods communicated by us from time to time, including those set out in the applicable MSA, SLA, support guide, or service documentation.

We will use reasonable efforts to assist where requests are raised outside the agreed support channels, but we are not obliged to treat informal requests made directly to technicians, engineers, or other personnel as valid logged service requests unless and until they are captured through the agreed process.

After-hours, urgent, emergency, or out-of-scope requests may be subject to separate approval requirements, availability constraints, and additional charges in accordance with the applicable MSA, SLA, Proposal, Quote, or Rate Schedule.

You must provide accurate information, contact details, screenshots, context, access information, and reasonable cooperation necessary to allow us to investigate and respond to service requests effectively.

26. Access to Systems, Sites, Platforms and People

In order for us to supply the Services, you must provide timely access to the systems, sites, premises, devices, networks, platforms, documentation, personnel, contacts, credentials, approvals, and other resources reasonably required for service delivery.

You agree that we may install, configure, use, maintain, and remove software, agents, profiles, scripts, certificates, integrations, and other tooling reasonably required for service delivery, support, monitoring, maintenance, security, backup, patching, reporting, automation, asset discovery, alerting, telemetry collection, remote access, and administration.

You acknowledge and agree that such tooling may collect technical and operational information relating to devices, systems, software, security posture, patch status, performance, health, inventory, user sessions, alerts, audit events, and other service-related telemetry reasonably required to deliver the Services.

Where the Services involve cloud platforms, hosted systems, Microsoft environments, or third-party administration portals, you must provide and maintain all access, delegated rights, tenant relationships, licences, administrative permissions, and approvals reasonably required by us, including where applicable:

Microsoft 365 tenant access;
Microsoft Entra, Exchange, SharePoint, Teams, Intune, Defender, Purview, Azure, or related Microsoft administration access;
GDAP or other delegated administration relationships;
domain, DNS, hosting, email security, backup, continuity, or security platform access; and
access to third-party vendor, licensor, distributor, ISP, telecoms, cloud, or support portals.

You remain responsible for ensuring that the required access, permissions, delegated relationships, and authorisations remain valid, current, and available for as long as required for us to perform the Services.

If you fail to provide or maintain the required access, permissions, cooperation, or approvals, we will not be responsible for any resulting delay, limitation, failure, or inability to perform the affected Services, and additional charges may apply where rework, delay, or repeated effort is caused.

27. Third-Party Authorisations and Dependencies

You authorise us, where reasonably required for service delivery, to communicate and engage with your third-party providers, including internet service providers, telecoms providers, cloud vendors, software vendors, hosting providers, domain registrars, DNS providers, distributors, security vendors, backup providers, and other relevant service providers.

Where any third party requires your authority, approval, consent, authentication, mandate, or presence before dealing with us, it is your responsibility to ensure that such authority or cooperation is provided promptly.

We are not responsible for the conduct, delays, refusals, failures, service levels, pricing, processes, security events, or actions of any third-party provider, even where we assist in managing or coordinating that relationship on your behalf.

You remain bound by the applicable third-party terms, conditions, licences, policies, and service rules of any third-party provider or platform used in connection with the Services.

28. Client Security, Business Continuity and Cooperation Obligations

You must provide timely decisions, approvals, instructions, information, and cooperation reasonably required for us to deliver the Services properly and safely.

You remain responsible for your own internal governance, user conduct, password practices, access control decisions, approval of privileged access, business continuity planning, disaster recovery planning, cyber insurance arrangements, and lawful operation of your business systems, except to the extent expressly assumed by us in writing.

You agree to consider and, where appropriate, implement reasonable security, licensing, configuration, maintenance, backup, access control, patching, or risk-reduction recommendations made by us. If you decline or delay such recommendations, we will not be responsible for any resulting increase in risk, exposure, or service limitation arising from that decision.

You must not disable, bypass, interfere with, or materially alter any managed security, monitoring, backup, access control, patching, remote management, or protective configuration implemented by us without our knowledge and approval.

You must notify us promptly of any suspected compromise, phishing incident, account breach, ransomware event, fraud event, unauthorised access, system misuse, data-loss event, or other security incident that may affect the Services or environment.

Where you choose to operate in a manner inconsistent with our documented recommendations, supported standards, or agreed scope, we may record that position as an accepted client risk and may limit service commitments accordingly.

29. Payment, Late Payment and Default

All invoices issued by us are due and payable within the period stated on the invoice, unless otherwise agreed in writing.

Payment must be made in cleared funds by the payment method stated on the invoice or otherwise accepted by us.

If any undisputed amount remains unpaid for seven (7) days after its due date, we may suspend or restrict some or all Goods or Services on written notice, or immediately where reasonably necessary, until all outstanding amounts are paid or an agreed payment arrangement is honoured.

You are liable for all reasonable legal costs, collection costs, tracing costs, bank charges, administrative recovery costs, and related expenses incurred by us in recovering overdue amounts, to the extent permitted by law.

If any amount due is not paid on time, we may charge mora interest on the overdue amount at the maximum lawful rate from the due date until the date of payment in full.

Unless required otherwise by law, we may allocate payments received from you first to recovery costs and charges, then to interest, and thereafter to outstanding capital amounts in the order determined by us, acting reasonably.

If you default in payment of any material amount and fail to remedy that default after written notice, then, to the extent permitted by law and subject to any contrary written agreement, all outstanding amounts owing by you to us may become immediately due and payable.

Without prejudice to any other rights we may have, we may retain possession of any goods, equipment, materials, documentation, backups, media, or other property of yours lawfully held by us as security for unpaid amounts, to the extent permitted by law.

Nothing in this Agreement authorises us to take unlawful self-help measures, interfere unlawfully with your systems, or withhold property or access contrary to applicable law.

If we agree to any payment arrangement and you fail to comply with that arrangement, we may withdraw it and re-exercise our rights under this clause.

You must notify us promptly, and in any event within a reasonable time, if you dispute any invoice, setting out the basis of the dispute in sufficient detail. You may not withhold payment of undisputed amounts.

30. Non-Solicitation and Staff Protection

You acknowledge that our employees, contractors, and key service personnel are important business assets.

You may not, without our prior written consent, directly solicit for employment or engagement any employee or contractor who was materially involved in supplying Services to you during the term of the Agreement, for the duration of the Agreement and for twelve (12) months thereafter.

This restriction does not prohibit bona fide general recruitment not specifically targeted at our personnel, including recruitment through public advertisements or general recruitment campaigns.

If you breach this clause, we will be entitled to recover our reasonable direct recruitment, replacement, onboarding, and related loss suffered as a result of that breach, including reasonable recruitment and training costs, provided that such amount must be reasonable and proportionate in the circumstances.

31. Software and Licensing

Unless expressly agreed otherwise in writing, you remain responsible for ensuring that you hold valid and sufficient rights, licences, subscriptions, and usage entitlements for all software, services, and platforms used in your environment.

Where we install, configure, support, migrate, or interact with software, services, or licences supplied or procured by you or on your instruction, we are entitled to rely on your confirmation that you are properly authorised to use them.

All software, cloud services, subscriptions, and licensing supplied or managed by us remain subject to the applicable third-party licence terms, product use rights, programme terms, and vendor rules.

We are not liable for any claim, penalty, cost, audit finding, true-up, loss, or liability arising from your unauthorised, excessive, unlawful, or non-compliant use of any software, service, subscription, or licence, except to the extent caused directly by our proven written instruction contrary to the applicable licence terms.

Unless otherwise agreed in writing, all intellectual property rights in our tools, scripts, templates, methodologies, automations, documentation formats, service artefacts, and custom work products developed by us in the course of delivering the Services remain vested in us, provided that you may use deliverables specifically created and paid for by you for your internal business purposes in connection with the Services.

32. Intellectual Property and Confidentiality

Each party retains ownership of all intellectual property owned or developed by it before the commencement of the Agreement, or developed independently of the Agreement.

All intellectual property rights in our systems, methods, templates, know-how, processes, documentation standards, reports, service artefacts, scripts, automations, and other materials created or used by us in delivering the Services remain our property unless expressly agreed otherwise in writing.

You retain ownership of your own data, records, logos, content, internal documentation, and other materials supplied by you to us, subject to our right to use them as reasonably required to perform the Services.

Each party must keep confidential all non-public technical, commercial, financial, operational, security, and business information disclosed by the other party in connection with the Agreement and may only use such information for purposes connected with the Agreement.

A party may disclose confidential information where required by law, regulation, court order, insurer, auditor, professional adviser, or as reasonably required to its employees, contractors, and service providers who need to know that information for purposes connected with the Agreement, provided appropriate confidentiality obligations apply.

Confidential information does not include information that:

is or becomes public other than through breach of the Agreement;
was lawfully known to the receiving party before disclosure;
is lawfully received from a third party without restriction; or
is independently developed without use of the disclosing party's confidential information.

Within a reasonable time after termination of the business relationship, each party must, on request and subject to legal, regulatory, security, backup, and record-retention requirements, return or destroy the other party's confidential information in its possession or control.

33. Subscription Services and SaaS

This clause applies where we supply, resell, manage, administer, or support any subscription-based, recurring, hosted, cloud, or software-as-a-service offering, including Microsoft 365 and similar services.

All such services are subject to the applicable third-party vendor's service availability, product lifecycle, pricing, programme terms, technical limitations, and licensing rules.

Subscription services may be supplied on monthly, annual, multi-year, or other commitment periods depending on the applicable vendor programme, product rules, Proposal, Quote, MSA, or service schedule.

Increases in user counts, licence quantities, device counts, storage, usage, or subscribed services may be implemented during the applicable subscription period and may take effect immediately or from the applicable vendor billing date.

Reductions, downgrades, cancellations, or removals of subscription services may only take effect in accordance with the applicable vendor rules, commitment period, MSA, Proposal, Quote, or service schedule. Where the relevant third-party vendor does not permit mid-term reductions or cancellations, the affected subscriptions will remain payable for the balance of the applicable commitment period.

If a third-party vendor, licensor, distributor, or programme owner increases pricing, changes billing rules, changes commitment options, withdraws a product, or alters the applicable service terms, we may pass through such changes to you on written notice, to the extent reasonably necessary.

Unless otherwise stated in the applicable MSA, Proposal, Quote, or service schedule, subscription services may automatically renew at the end of their applicable commitment period.

Unless expressly stated otherwise, we act as reseller, intermediary, administrator, manager, and/or support provider in relation to subscription services and are not the owner or original provider of the underlying third-party platform.

If subscription services are cancelled or terminated before the end of the applicable commitment period, clause 4.6 will apply together with any applicable vendor cancellation restrictions, committed charges, and unrecoverable supplier costs.

Questions about this document? Email hello@bluecoat.co.za or call 021 879 2393.

Terms and conditions