TERMS AND CONDITIONS OF ESEKA SUPPORT SERVICES CC TRADING AS CHATMARSHAL.COM
This Agreement will apply to all services rendered by Eseka Support Services (Pty) Ltd
ESEKA LIVE CHAT & CHATMARSHAL.COM
In respect of CHATMARSHAL.COM chatbots and Live Chat, this agreement will commence upon Client’s placement of an order with Eseka, and will endure until written notice of termination has been received.
Live chat is a tool (line of code or plugin or app) you add to your existing website that allows website visitors to interact with a live human. In the context of the CHATMARSHAL.COM live chat solution, it’s like having a knowledgeable receptionist or sales person in your website
CHATMARSHAL.COM undertakes to take the time to learn the basics of the Client’s business and a complete understanding of its website or live chat and chatbot purposes.
CHATMARSHAL.COM will then develop a live chat and chatbot knowledge base of FAQ’s to answer 100% of the client’s common questions while escalating leads and questions that require attention from the client directly.
Client will pay CHATMARSHAL.COM in arrears for live chat services upon presentation of an invoice.
Should the client fail to submit payment, CHATMARSHAL.COM will suspend the live chat and chatbot services until full payment has been received.
If You have specified credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, You grant CHATMARSHAL.COM the right to charge the credit card or debit the bank account provided to CHATMARSHAL.COM for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to CHATMARSHAL.COM (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 2% per month or the maximum amount permitted under applicable law. CHATMARSHAL.COM may change any portion of the Fees by posting the changes to the Sites or otherwise notifying You through the Services of the change, such changes to take effect at the beginning of the next period of this Agreement.
If CHATMARSHAL.COM requires use of collection agencies, attorneys, or courts of law for collection on Your account, You will be responsible for those expenses. You will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement.
CHATMARSHAL.COM is entitled to suspend all and any services to Client in the event of Client’s non-payment of any fees due, or on the breach of this Agreement by Client. In such event, Client has no claim against CHATMARSHAL.COM, and remains liable for the payment of all fees as if services were continued to be rendered.
CHATMARSHAL.COM reserves the right to change any monthly fees on 30 (thirty) days’ written notice.
Fees exclude any VAT, taxes or levies, and are subject to increase having regard for any increase in sales costs, duties or surcharges or other duty or levy.
CHATMARSHAL.COM reserves the right to charge interest at 2% per month or part thereof, compounded monthly, on any arrear amounts.
If CHATMARSHAL.COM institutes legal action against Client or appoints collection agents, Client will pay all costs as between attorney and own client, together with collection commission.
All fees are payable free of exchange, set off, counterclaim or any bank charges. Client is not entitled to withhold payment from Eseka for any reason, and has no right to any refund unless agreed by Eseka.
A certificate by any staff member of Eseka (whose appointment need not be proved) as to the existence and amount of Client’s indebtedness to Eseka will be prima facie proof of the contents and correctness thereof for the purpose of any proceeding.
If Client defaults in punctual payment of any instalment or other amount due, or fails to perform its obligations and remains in default for 14 (fourteen) days after receipt of written notice calling on Client to remedy such breach, Eseka may either claim immediate payment of all amounts in terms of this agreement, whether due or not, or immediately terminate this agreement, and claim compensation for any loss suffered by Eseka.
The Client indemnifies and holds harmless Eseka and CHATMARSHAL.COM , its directors, officers, employees and agents (after the “Indemnified Parties”) against all liability, losses, claims damages, penalties, actions, proceedings or judgments (after collectively referred to as “Losses”) arising from the Customer’s use of the Services or the legal rights of third-parties, including; infringement of the intellectual property; or the publishing of any illegal or unlawful material at its Website.
The Client must reimburse the Indemnified Parties for all legal and other costs and expenses, including without limitation attorney’s fees on attorney-client scale incurred by any Indemnified Party in connection with investigating, defending or settling any Losses whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
The Client indemnifies CHATMARSHAL.COM against any liability arising out of a breach of any of the client’s warranties, and of the Client’s negligence in Content and the Website.
CHATMARSHAL.COM and Chatmarshal agrees to provide you with the Services on condition that you use the Services in accordance with:
- a) any applicable laws, relevant industry regulations, guidelines and standards; and
- b) COM and Chatmarshal policies and guidelines as CHATMARSHAL.COM and Chatmarshal notifies to you from time to time.
You agree that you will not use the Services in connection with a website or business that stores, transmits or publishes material that may reasonably be considered to be illegal, defamatory, inflammatory or otherwise unlawful or tortuous or that may give rise to a third party claim against CHATMARSHAL.COM and Chatmarshal.
You agree that you will not interfere with or disrupt the integrity or performance of the CHATMARSHAL.COM and Chatmarshal Services including but not limited to by way of storing or transmitting code and/or Malicious Code.
CHATMARSHAL.COM and Chatmarshal takes reasonable measures to protect your account from computer viruses or other defects. However, you agree that it is ultimately your responsibility to protect your account and your site by installing and implementing your own security and system checks such as using up-to-date anti-virus, firewall and anti-spyware software.
You agree to make appropriate and timely disclosures to your Clients that CHATMARSHAL.COM and Chatmarshal are independent companies that provide the service of hosting your website only. CHATMARSHAL.COM and Chatmarshal are in no way connected to your company and providing a service should in no way be construed as condoning or supporting or endorsing your site or your business.
LIMITATION OF LIABILITY:
CHATMARSHAL.COM will not be liable in terms of the Agreement for any damage suffered by the Client or any third party, which arises out of any unauthorised access to, alteration of, theft or destruction of the Website or the Content or the Domain Names through accidental or fraudulent means.
CHATMARSHAL.COM will not be liable in terms of the Agreement in for an amount which is more than the revenue received from the Client, for any indirect or consequential damage suffered by the Client, due to any grossly negligent or willful act or omission of CHATMARSHAL.COM or its consultants. The amount of revenue received by CHATMARSHAL.COM, for the purpose of this clause, will be the revenue received in terms of the Agreement, from the Client to the date on which the cause of action arose.
The liability of CHATMARSHAL.COM in terms of this Agreement, will be limited to direct damages only, and will specifically exclude indirect and consequential damages including without limitation, loss of profits. CHATMARSHAL.COM liability will be limited to the aggregate amount paid by the Client to CHATMARSHAL.COM as calculated at the date when the claim arises.
Despite any other provisions contained in the Agreement, CHATMARSHAL.COM will not be liable to the Client for any claim made by the Client or any third party, unless the claim is made within three months after the cause of action arose.
If any third party is successful in any claim against CHATMARSHAL.COM, which exceeds CHATMARSHAL.COM’s liability in terms of this Agreement or where CHATMARSHAL.COM has not been notified of the existence of such a claim within three months after the cause of action arose, then the Client, by entering into this Agreement, indemnifies CHATMARSHAL.COM and will reimburse CHATMARSHAL.COM, on demand, for all payments, damages and costs (including, legal fees on attorney and client scale). The Client will immediately, once such a claim has been brought against it, advise CHATMARSHAL.COM.
BREACH AND TERMINATION:
Without prejudice to any other remedies which either of the Parties may otherwise have in terms of the Agreement or at law, either of the Parties will be entitled to terminate the Agreement by written Notice to the other; by providing 30 days’ Notice in writing to the other Party; in the event that the Client infringes the copyright, trade secrets or patent of CHATMARSHAL.COM or any third party in order to meet all or some of its obligations contained in the Agreement; in the event that either of the Parties are finally liquidated; in the event that either of the Parties commits a breach of the terms and conditions of the Agreement and fails to remedy such breach within fourteen calendar days after receiving Notice from the other party to the Agreement.
The termination of the Agreement, for whatever reason, will not affect the rights of either of the Parties; that may have accrued before the termination of the Agreement; or which specifically or by their nature survives the termination of the Agreement.
The Parties shall hold in confidence all Confidential Information received from each other and not divulge the Confidential Information to any person, including any of its employees, save for employees directly involved with the execution of this Agreement. The Parties shall prevent disclosure of the Confidential Information, except as may be required by law.
The parties choose as their domicilia citandi et executandi their respective physical addresses as documented herein or as notified to the other party in writing from time to time.
CHATMARSHAL.COM will not be liable for any error, omission, defect or deficiency in any services that may result from, without limitation, Client’s failure to provide complete, accurate and current information
Both Parties consent to the jurisdiction of the Magistrate’s Court in respect of any action or proceedings which may be brought against either of them by the other; provided that either party shall be entitled to bring any proceedings in the High Court where such proceedings would, but for this consent, fall outside the jurisdiction of the Magistrate’s Court.
This Agreement does not constitute either of the Parties an agent or legal representative of the other for any purposes whatsoever, and neither of the Parties shall be entitled to act on behalf of, or to represent the other unless duly authorized thereto in writing.
Neither of the Parties shall, at any stage after the commencement of this Agreement, and for a period of (insert time period) after this Agreement has terminated, make any offers of employment to any staff member, who is or has been employed by the other and has been involved in the execution of this Agreement. The aforementioned restraint shall not be applicable in the event where the prior written approval to make such an offer has been obtained from the party who is or has been the employer of such staff member. For the purpose of this clause “staff member” shall include, but not be limited to, permanent employees, part-time employees and independent contractors.
This Agreement constitutes the whole agreement between the Parties and supersedes all prior verbal or written agreements or understandings or representations by or between the Parties regarding the subject matter of this Agreement, and the Parties will not be entitled to rely, in any dispute regarding this Agreement, on any terms, conditions or representations not expressly contained in this Agreement. No variation of or addition to this Agreement will be of any force or effect unless reduced to writing and signed by or on behalf of the Parties. Neither party to this Agreement has given any warranty or made any representation to the other party, other than any warranty or representation which may be expressly set out in this Agreement.
Neither of the Parties shall be entitled to assign, cede, delegate or transfer any rights, obligations, share or interest acquired in terms of this Agreement, in whole or in part, to any other party or person without the prior written consent of the other, which consent shall not unreasonably be withheld or delayed.
No indulgence, leniency or extension of a right, which either of the Parties may have in terms of this Agreement, and which either Party (“the grantor”) may grant or show to the other Party, shall in any way prejudice the grantor, or preclude the grantor from exercising any of the rights that it has derived from this Agreement, or be construed as a waiver by the grantor of that right.
No waiver on the part of either Party to this Agreement of any rights arising from a breach of any provision of this Agreement will constitute a waiver of rights in respect of any subsequent breach of the same or any other provision.
In the event that any of the terms of this Agreement are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining terms, which will continue to be valid and enforceable.
The validity and interpretation of this Agreement will be governed by the laws of the Republic of South Africa.
By entering the code provided by CHATMARSHAL.COM on its website, the client acknowledges and accepts the terms and conditions contained herein and acknowledges that it will be liable for payment from such day.