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Company Information Notice

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Please provide your company information to begin our service. Your business details are essential for us to tailor our services to your specific needs. Thank you for choosing Developcore.

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Step 3

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STEP 1

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STEP 1

Client Form

Client Information

Title *

Mrs

Miss

Business Name

Trading As

Business Registration Number

Accountholder’s name

Bank

Branch code

Today's Date

Account number

Account Type

First Name *

Last Name *

ID Number

Position Held in Business

Employee Amount *

Selected Service

Business Address

Phone

Cell

Once Off Amount

Recurring Monthly Amount

Refer to contract reference number: DC621136 (“the Contract Reference Number”)

Debit Order Terms

I/We hereby authorise Netcash (Pty) Ltd and Developcore (Pty) Ltd to issue and deliver payment instructions to your banker for collection against my/our abovementioned account at my/our abovementioned bank on condition that the sum of such payment instructions will not differ from my/our obligations as agreed to in the Contract Reference Number.
The individual payment instructions so authorised must be issued and delivered on the date when the obligation in terms of the Agreement is due and the amount of each individual payment instruction may not differ as agreed to in terms of the Agreement.
The payment instructions so authorised to be issued must carry the Contract Reference Number, included in the said payment instructions, and must be provided to identify the specific contract. The said Contract Reference Number should be added to this form in section E before the issuing of any payment instruction and communicated directly after having been completed.

Agreement Ref:

DebiChek Authentication

If however, the date of the payment instruction falls on a non-processing day (weekend or public holiday) I agree that the payment instruction may be debited against my account on the following business day; or

DebiCheck authentication 
Refer to DebiCheck contract reference number (“the DebiCheck Contract Reference Number”)

I authorise the originator to track my bank account until there are sufficient funds in my bank account.

The initial payment instruction will be issued and delivered on the pre selected date of the first payment instruction with a initial collection amount of up to R2000.00.

The DebiCheck authentication is subject to the following terms: DebiCheck mandate with an instalment amount of up to R10000.00. The payment instruction will be issued on the date selected as the recurring date not exceeding up to R10000.00 and thereafter Monthly. The instalment and maximum amount may be adjusted Annually.

Subsequent payment instructions will continue to be delivered in terms of this authority until the obligations in terms of the Agreement have been paid or until this authority is cancelled by me/us by giving you notice in writing of not less than the interval (as indicated in the previous clause) and sent by prepaid registered post or delivered to your address indicated above.

I /we agree that the first payment instruction will be issued and delivered on

and thereafter regularly on the

If however, the date of the payment instruction falls on a non-processing day (weekend or public holiday) I agree that the payment instruction may be debited against my account on the following business day; or
Subsequent payment instructions will continue to be delivered in terms of this authority until the obligations in terms of the Agreement have been paid or until this authority is cancelled by me/us by giving you notice in writing of not less than the interval (as indicated in the previous clause) and sent by prepaid registered post or delivered to your address indicated above.
B. MANDATE
I/we acknowledge that all payment instructions issued by you will be treated by my/our abovementioned bank as if the instructions had been issued by me/ us personally.
C. CANCELLATION
I/we agree that although this authority and mandate may be cancelled by me/us, such cancellation will not cancel the Agreement. I/we also understand that I/we cannot reclaim amounts, which have been withdrawn from my/our account (paid) in terms of this authority and mandate if such amounts were legally owing to you.
D. ASSIGNMENT:
I/We acknowledge that this authority may be ceded or assigned to a third party if the Agreement is also ceded or assigned to that third party.

By signing this mandate, you hereby agree to all the terms and conditions on https://developcore.co.za/DevelopcoreTerms.pdf

User IP:

216.73.216.113

Checkboxes

I Hereby agree to the terms and conditions on https://developcore.co.za/DevelopcoreTerms.pdf

SIGNATURE AS USED FOR OPERATING ON THE ACCOUNT

Clear

Agreement Ref:

Special Terms

Authorization for Subscriptions and Debit Orders
A.	Authorization
1.	Authority to Debit Account: I/We hereby authorize Developcore (Pty) Ltd ("Developcore") to issue and deliver payment instructions to my/our bank for collection against my/our account specified above (or any other bank or branch to which I/we may transfer my/our account). This authorization applies to the collection of payments related to subscriptions and any debit orders as agreed in this Agreement. This authorization commences on the
Signature Date and continues until terminated by me/us as set out herein.
2.	Termination Notice: This Authority and Mandate may be terminated by me/us only by providing one (1) calendar month's written notice, given at least one (1) month before the anniversary date of this Agreement. Authorized payment instructions will be issued and delivered monthly on the first day of every month.
3.	Payment Day Adjustments: If the payment day falls on a Sunday or recognized South African public holiday, the payment day will automatically be the next ordinary business day.
4.	Processing and Reference Details: I/We understand that withdrawals authorized herein will be processed through a computerized system provided by South African banks. Details of each subscription and debit order will reflect on my/our bank statement. This statement reference will contain a unique Agreement reference number, which must be included in the payment instruction to enable Developcore to identify this Agreement.
B.	Mandate
1.	Treatment of Payment Instructions: I/We acknowledge that all payment instructions issued by Developcore in respect of subscriptions and debit orders shall be treated by my/our bank as if the instructions were issued by me/us personally.
2.	Adjustments and Additional Debits: I/We acknowledge that if the amount of the
subscription or debit order is adjusted to an amount lower than the original amount due to insufficient funds or any other reason, or if the payment reference name is changed,
Developcore may debit the outstanding amount from the account listed, on any date it may decide at its sole discretion, to settle any amount owed to Developcore without further notice to me/us.
C.	Cancellation
1.	Effect of Cancellation: I/We agree that although this Authority and Mandate may be cancelled by me/us, such cancellation does not cancel the underlying Agreement with Developcore.
2.	No Refunds: I/We shall not be entitled to any refund of amounts withdrawn under this Authority and Mandate while it was in force, provided such amounts were legally owing to Developcore.
D.	Assignment
 
1.	Cession or Assignment: I/We acknowledge that this Authority for subscriptions and debit orders may be ceded or assigned to a third party if the Agreement is also ceded or assigned to that third party. In the absence of a written assignment of the Agreement, this Authority and Mandate may not be assigned to any third party.
2.	Termination Rights: Developcore reserves the right to terminate this Authority and Mandate under specific conditions, including but not limited to non-payment or breach of contract by the Client. In such cases, Developcore will provide a written notice of 30 days before termination.

Terms of Agreement
1.	Definitions and Interpretation
1.1	Definitions: In this Agreement, unless inconsistent with or otherwise indicated by the context, the following terms shall have the meanings assigned to them:
•	"Annexure A": Refers to the annexure to this Agreement that provides a detailed breakdown of the services to be provided by Developcore to the Client, including any related
subscriptions and debit orders.
•	"Signature Date": Means the date on which this Agreement is signed by the last party in time.
•	"Developcore": Refers to Developcore (Pty) Ltd, Registration Number 2020/605225/07, and/or its partnered services.
•	"Agreement": Means this Agreement, the Schedule, and any annexures attached hereto.
•	"Client": Refers to the person or entity specified as such on the cover page of this Agreement.
•	"Schedule": Refers to Sections 1 to 8 of this document, outlining the specific terms and conditions related to the services, subscriptions, and debit orders.
•	"Confidential Information": Refers to any data or information relating to the business of the Client or Developcore, which is not generally known to the public.
1.2	Interpretation: The rule of interpretation that a contract will be interpreted against the party responsible for its drafting or preparation, or for whose benefit the clause was inserted, will not apply.
1.3	Reference to Parties: Any reference in this Agreement to a party includes a reference to that party's permitted assigns. If such party is liquidated, sequestrated, or deceased, the reference applies to and binds that party's liquidator, trustee, or executor, as the case may be.
1.4	Governing Law: This Agreement and all matters arising from it will be governed by the laws of the Republic of South Africa, notwithstanding the place of signature or delivery of any performance rendered under this Agreement.
 
1.5	Authority to Bind: The signatures hereto by the authorized representatives will be deemed
properly authorized to bind the respective parties, notwithstanding any provisions to the contrary in corporate agreements or documents.

2.	Recordal
2.1	Subscription to Services: The Client wishes to subscribe to various services offered by Developcore, as outlined during the signup process. Developcore provides a range of solutions, including but not limited to assistance with the implementation and management of a shared
Learning Management System (LMS), incorporating training materials from diverse sources, and facilitating referrals to skills development and health and safety companies to ensure compliance with relevant legislative policies and procedures. The Client acknowledges that all services provided by Developcore are primarily delivered virtually unless otherwise agreed upon in writing.
2.2	Agreement Scope: This Agreement sets out the terms and conditions under which Developcore will provide services to the Client in exchange for the fees specified herein and detailed in the Schedule and Annexure A attached to this Agreement.
2.3	Legal Intention: The parties acknowledge their intention to be legally bound by this Agreement and to fully comply with the obligations set forth herein.

3.	Duration and Termination
3.1	Initial Term: This Agreement shall be effective for an initial minimum period of twelve (12) months, commencing on the Signature Date.
3.2	Automatic Renewal: This Agreement will automatically renew for additional twelve (12) month periods unless the Client provides written notice of non-renewal at least one (1) calendar month before the anniversary of the Agreement.
3.3	Non-Cancellation Clause: Except as otherwise provided herein, the Client may not cancel this Agreement during the initial term or any subsequent renewal period, except as provided in clauses 3.4, 3.5, and 3.6.
3.4	Developcore's Right to Cancel: Developcore reserves the right to cancel this Agreement prior to the end of the contractual period if the Client breaches any payment provisions or any other
obligations, commitments, or warranties under this Agreement. In such an event, Developcore will provide the Client with written notice via email, specifying the breach and allowing the Client thirty
(30) days to remedy the breach. If the breach is not remedied within this period, Developcore may terminate the Agreement immediately.
3.5	Client's Right to Cancel: The Client may cancel this Agreement before the expiration of the
contractual period if Developcore materially breaches any of the service requirements agreed upon and fails to remedy such breach within ninety (90) days of receiving written notification from the
Client via email to accounts@developcore.co.za.
 
3.6	Modification or Discontinuation of Services: Developcore reserves the right to modify or
discontinue any services offered under this Agreement, including but not limited to the duration or frequency of billing (e.g., changing monthly billing to weekly billing), as it deems fit. Such modifications will take effect immediately upon written notice sent to the Client's primary or
secondary email address provided during the signup process or any updated email address subsequently provided by the Client. The Client acknowledges that such modifications or
discontinuation of services shall not constitute a breach of this Agreement by Developcore.
3.7	Fraud or Misconduct Termination: Developcore reserves the right to terminate this Agreement with immediate effect and without prior notice if it reasonably suspects or discovers any fraudulent activity, gross misconduct, or illegal acts by the Client. In the event of such termination, the Client will be liable to pay a penalty fee equivalent to fifty percent (50%) of the remaining fees due under this Agreement for the unexpired portion of the contractual period, in addition to any other amounts owed to Developcore at the time of termination.

4.	Services Agreement
4.1	Scope of Services: Developcore agrees to provide the services as outlined in Annexure A of this Agreement. The Client is required to select the specific services needed, and Developcore will provide a quotation based solely on the selected services. Any additional services requested by the Client will require a new agreement or addendum to this Agreement.
4.2	Client's Responsibility: It is the Client’s sole responsibility to ensure that accurate and
complete instructions are provided to Developcore in advance. The Client will be responsible for any costs, including additional fees, that arise due to changes in services requested after
instructions have been given.
4.3	Indemnification: The Client hereby indemnifies and holds harmless Developcore from any and all loss of income, rebates, losses, damages, expenses, or any other costs incurred as a direct or
indirect result of the Client’s failure to provide correct, relevant, accurate, and complete information necessary for Developcore to fulfill its obligations under this Agreement. All
communications and information must be sent to an active email address from the domains:
developcore.co.za, skillsnew.co.za, or skillsglobaltraining.com, and the Client must confirm receipt of such communications via email.
4.4	Limitation of Liability: Developcore shall not be liable for any indirect, incidental,
consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or
use, whether such damages arise in contract, tort (including negligence), strict liability, or any other legal theory. The Client acknowledges and agrees that Developcore’s liability for any claims related to the services provided shall be limited to the amount of fees paid by the Client under this
Agreement.

5.	Fees and Disbursements
 
5.1	Payment Method: The monthly retainer or other service payments set out in the Schedule to this Agreement shall, unless otherwise agreed, be paid by means of a card subscription charged to the Client's credit/debit card or by a Debit Order Authorization drawn on the Client's bank account, as selected during the signup process. By electronically accepting this Agreement or otherwise
indicating acceptance of these terms, the Client authorizes Developcore to charge the subscription fees to the card or present the debit order against the bank account as indicated in the Schedule. If the authorized payment method changes or expires, the Client agrees to update the payment
information within seven (7) business days. The Client shall immediately inform Developcore in
writing via email to accounts@developcore.co.za if such payment details change during the term of this Agreement. Developcore reserves the right to recover any unpaid fees from any payment method associated with the Client or the Client’s business.
5.2	Annual Increase: The service fee and ad-hoc fees agreed upon in this Agreement will automatically increase annually by the same percentage as the Consumer Price Index (CPIX),
unless Developcore, at its sole discretion, decides not to impose an increase for a particular year. Any such discretion exercised by Developcore in one year shall not be construed as a waiver of its right to impose such increases in subsequent years.
5.3	Adjustment for Staff Changes: In the event that the Client experiences an increase or
decrease in the number of its users or staff exceeding 25%, Developcore and the Client agree to meet and, if necessary, adjust the fee due to Developcore to account for the change. The Client is required to notify Developcore of any such changes in writing within fourteen (14) days of the
change occurring.
5.4	Value-Added Tax (VAT): If VAT becomes due on any amount owed by the Client to Developcore under this Agreement, VAT will be added to such amount, and a tax invoice shall be provided to the Client. The Client agrees to pay any VAT charges as required by law.
5.5	Debit Order Authority: The Client agrees that the Schedule, together with this Agreement, shall serve as written authority for Developcore to recover and deduct the monthly service fee from the Client's bank account on the selected day of each and every month for the full duration of the
Agreement.
5.6	Interest on Overdue Amounts: Any amount outstanding for thirty (30) days or longer shall accrue interest at the maximum legal prescribed rate from time to time, calculated from the date the payment fell due up to the date payment is received. The Client agrees that Developcore may pursue any legal remedies available to recover such overdue amounts, including but not limited to the recovery of legal fees and collection costs.
5.7	Early Cancellation Penalty: If this Agreement is canceled before the full twelve (12) month period since the Signature Date lapses, the Client agrees to pay a penalty fee equal to fifty percent (50%) of the total amount owing to Developcore for the remaining period, as well as the full
outstanding amount owed to Developcore under this Agreement. The Client agrees that the amount owed to Developcore will be automatically deducted using the mandate provided in the Schedule
on file (or any replacement bank account if such banking details have changed in the interim). The Client will be informed via email of the notice of deduction beforehand.
 
5.8	Late Fees: Any payments not made within ten (10) days of the due date will incur a late fee of five percent (5%) of the overdue amount. The Client agrees that such late fees will be added to the total amount owed to Developcore and may be deducted using the same debit order authorization.
5.9	No Refund Policy: Developcore will not be liable to pay any refunds to the Client relating to
registration fees, service fees, or monthly subscriptions after the contract's Signature Date, for any reason whatsoever. The Client acknowledges and agrees that all fees paid to Developcore are final and non-refundable.
5.10	Cancellation Requests: The Client agrees that no cancellation requests will be considered unless an email is sent to accounts@developcore.co.za with a valid reason for canceling the
contract within seven (7) days after the Signature Date. If, for any reason, the Client wishes to cancel within the twelve (12) month period, an email must be sent to accounts@developcore.co.za with a cancellation request stating the reason for cancellation. No other cancellation requests will be considered.
5.11	Developcore's Right to Cancel: Developcore reserves the right to cancel the contract within seven (7) days after the Signature Date if a valid reason with provided evidence for the reason is given via email. Developcore's decision to cancel the contract within this period shall be final and binding.
5.12	Dispute of Charges: Any disputes about charges must be submitted in writing within thirty
(30) days of the billing date, failing which the Client waives any right to dispute such charges. Developcore’s decision on any dispute shall be final, and the Client agrees to abide by
Developcore’s determination in such matters.
5.13	Full Payment Obligation: The Client agrees that all payments to Developcore shall be made in full without any deduction or withholding on account of any taxes, levies, or charges. If any such
deductions are required by law, the Client agrees to pay additional amounts as necessary to ensure that Developcore receives the full amount it is entitled to under this Agreement.
5.14	Additional Charges for Changes: The Client acknowledges and agrees that Developcore may impose additional charges or fees if the Client requests changes to the services after the Signature Date, or if the Client requires additional services not initially agreed upon. Such charges shall be
communicated to the Client in writing and must be paid by the Client within thirty (30) days of the invoice date.

6.	Warranties
6.1	Joint Warranties: The Client and the signatory jointly and unconditionally provide the warranties set out below, which are material representations that induced Developcore to enter into this Agreement:
6.2	Authority to Sign: The signatory signing this Agreement on behalf of the Client warrants that they have the requisite authority to sign this Agreement and bind the Client to its terms and
conditions.
 
6.3	Separate Warranties: Each warranty is a separate warranty and is not limited or restricted by inference from the terms of any other warranty. Each warranty will continue to remain in force notwithstanding the completion of any or all transactions contemplated in this Agreement.
6.4	No Additional Warranties: Save for those warranties and representations expressly given or made in this Agreement, no other warranties or representations are given or made, whether express or implied. The Client acknowledges that any services provided by Developcore are done so on an
"as is" basis, and Developcore disclaims any implied warranties of merchantability or fitness for a particular purpose.
6.5	Payment Obligations: The Client warrants that they will pay all penalties, fees, and repayments should there be a breach of contract, non-payment, or any other failure to meet the obligations owed to Developcore under this Agreement.
6.6	Limitation of Warranties: Developcore makes no warranties, express or implied, beyond those expressly stated in this Agreement. The Client agrees that Developcore shall not be liable for any
damages, losses, or liabilities that may arise from the Client’s use of the services provided, except to the extent such damages are directly attributable to Developcore’s gross negligence or willful misconduct.
6.7	Accuracy of Information: The Client warrants that all information provided to Developcore under this Agreement is accurate, complete, and up-to-date. The Client acknowledges that Developcore is relying on the accuracy of this information in providing services and that
Developcore shall not be liable for any errors, omissions, or damages resulting from inaccurate or incomplete information provided by the Client.

7.	Breach and Remedies
7.1	Remedies for Breach: Should the Client fail to make any payments due under this Agreement on the due date or at all, or fail to comply with the terms and conditions of this Agreement, or
breach any warranty, Developcore shall, without prejudice to its other rights in law, be entitled to:
7.1.1	Immediate Termination: Cancel this Agreement with immediate effect without further notice to the Client, and Developcore shall be entitled to recover any losses, damages, or costs incurred as a result of such breach, including any outstanding fees due under this Agreement.
7.1.2	Retention of Payments: Retain all payments made by the Client under this Agreement. The Client agrees that any payments already made to Developcore shall be forfeited in the event of a breach and that Developcore shall have no obligation to refund any amounts paid.
7.1.3	Recovery of Outstanding Amounts: Claim payment from the Client for any amount
outstanding, including any interest accrued and late fees, as well as any additional costs incurred by Developcore in recovering such amounts. The Client acknowledges that Developcore may
engage debt collection agencies or legal services to recover outstanding payments, and the Client shall be liable for all costs associated with such recovery efforts.
 
7.1.4	Retention of Documentation: Retain and withhold all documentation, data, and services of the Client held by Developcore relating to any matter dealt with by Developcore on behalf of the Client, until such time as all payments due, including any damages, penalties, and fees, have been paid in full. The Client agrees that Developcore may exercise a lien over such documentation and data until full payment is received.
7.1.5	Recovery of Legal and Collection Expenses: Should the Client fail to make payments as per this Agreement, the Client agrees to pay all legal and collection expenses incurred by Developcore to collect the outstanding amount from the Client. This includes, but is not limited to, attorney fees, court costs, collection agency fees, and any other related expenses.
7.1.6	Legal Remedies: In the event of a breach of this Agreement by the Client, Developcore
reserves the right to terminate the Agreement with immediate effect and to seek any and all legal remedies available, including but not limited to claims for damages, specific performance, or any other relief that Developcore may deem appropriate.
7.1.7	Termination for Failure to Meet Responsibilities: Developcore reserves the right to terminate this Agreement if the Client fails to meet their responsibilities as outlined in this
Agreement. Such termination shall not relieve the Client of any obligations or liabilities incurred prior to the date of termination.
7.1.8	Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. The Client agrees to submit to the
jurisdiction of the courts of South Africa in the event of any legal proceedings arising from this Agreement.
7.1.9	Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the Arbitration Act of South Africa. The arbitration
shall be conducted by a single arbitrator appointed by mutual agreement of the parties or, failing such agreement, by the Chairperson of the Arbitration Foundation of Southern Africa. The decision of the arbitrator shall be final and binding on both parties.
7.1.10	Obligations Upon Termination: Upon termination of this Agreement by either party for any reason, the Client shall remain liable for any accrued charges, penalties, and amounts which become due for payment before or after termination. Furthermore, the Client agrees to
compensate Developcore for any damages, losses, or costs arising from such termination, excluding any liability or loss resulting from Developcore’s breach of this Agreement. Developcore reserves the right to take reasonable legal action to recover any outstanding payments or damages.
7.1.11	Financial Responsibilities Post-Termination: Upon termination of this Agreement for any reason, the Client remains liable for any payments due and shall settle all outstanding fees up to the date of termination. Additionally, the Client shall compensate Developcore for any damages, costs, or expenses incurred due to breach of contract or obligations under this Agreement.
Termination does not absolve the Client of financial responsibilities accrued during the term of this Agreement.
7.1.12	Right to Change Payment Providers: Developcore reserves the right to change its payment processing providers or methods at any time without prior notice to the Client. This includes, but is
 
not limited to, providers for subscriptions, debit orders, or any other payment mechanisms utilized by Developcore. The Client acknowledges and agrees to such changes, ensuring continued
compliance with payment obligations under this Agreement.
7.1.13	Termination for Illegal Activities: The Client acknowledges that Developcore has the right to terminate the Agreement without prior notice if the Client is involved in any illegal activities, fraud, or gross misconduct that may harm Developcore's business reputation or operations. In such an event, the Client shall be liable for a penalty fee equivalent to fifty percent (50%) of the
remaining fees due under this Agreement for the unexpired portion of the contractual period, in addition to any other amounts owed to Developcore at the time of termination.

7.2. Client Transfer, Business Sale, and Continuation of Services

7.2.1. Right to Assign and Transfer Clients

7.2.1.1. Developcore (Pty) Ltd (“Developcore”) reserves the irrevocable right, at its sole discretion, to assign, transfer, or sell its client list, including all associated rights, payment mandates, and obligations under this Agreement, to a qualified third party (“Successor Entity”). Such assignment shall ensure that all existing contractual commitments remain enforceable and that Developcore remains indemnified against any claims, disputes, or obligations following the transfer.

7.2.1.2. The Successor Entity must:
•	Be a legally registered business entity in good standing.
•	Demonstrate the financial and operational capacity to fulfill all contractual obligations.
•	Formally agree in writing to uphold the terms and conditions of this Agreement without modification or interruption.
•	Assume full liability for service delivery, client relations, and contractual obligations.

7.2.2. Developcore’s Right to Due Diligence and Sole Discretion

7.2.2.1. Developcore retains sole discretion to select a Successor Entity and shall not be required to obtain Client approval for such transfer.

7.2.2.2. Developcore shall conduct any due diligence it deems necessary to verify the suitability of the Successor Entity, including but not limited to financial capability, operational competence, and legal compliance.

7.2.2.3. Clients acknowledge that they waive any right to dispute or challenge the transfer of their agreements to a Successor Entity, provided that services remain materially unchanged.

7.2.3. Notice to Clients and Transfer Process

7.2.3.1. Developcore shall, where practicable, notify Clients at least 30 (thirty) days in advance of any intended transfer of their agreements.

7.2.3.2. Upon such transfer:
•	All Client payment authorizations, including debit orders and subscriptions, shall automatically transfer to the Successor Entity.
•	Developcore shall cease to have any liability related to Client agreements following the transfer date.
•	The Successor Entity shall provide Clients with its contact details and service continuity assurances.

7.2.3.3. Clients shall have no right to cancel their agreements solely based on the assignment of their contract unless they can prove that the Successor Entity is incapable of fulfilling contractual obligations in line with this Agreement.

7.2.4. Successor Entity’s Obligations and Indemnification

7.2.4.1. Upon completion of the transfer, the Successor Entity shall:
•	Indemnify and hold harmless Developcore against any claims, disputes, service complaints, or liabilities arising after the transfer.
•	Ensure that all service levels, pricing, and commitments remain unchanged for the remainder of the contract term.
•	Not alter, terminate, or modify any Client agreements without Client consent.

7.2.5. Protection of Client Data and Confidentiality

7.2.5.1. All Client data, including personal, financial, and transactional information, shall be transferred in strict compliance with the Protection of Personal Information Act (POPIA) and any other applicable data protection laws.

7.2.5.2. The Successor Entity must sign a legally binding Confidentiality and Data Protection Agreement ensuring that all Client data remains secure and is solely used for service delivery.

7.2.5.3. Developcore shall not be liable for any data breaches, misuse, or unauthorized access to Client information following the transfer.

7.2.6. Business Sale or Closure

7.2.6.1. In the event that Developcore is sold, merged, or ceases operations, all active Client agreements shall:
•	Be assigned to a legally compliant Successor Entity that meets the criteria outlined in Clause 7.2.1.
•	Remain fully enforceable and binding for the remaining term of the contract.
•	Not be subject to unilateral cancellation, pricing increases, or reduction in services without the Client’s prior written consent.

7.2.6.2. If Developcore fails to secure a Successor Entity, it shall provide at least 60 (sixty) days’ written notice to Clients. In such cases:
•	Clients will be permitted to transition to an alternative service provider without penalty.
•	Developcore shall have no further liability beyond the notice period.

7.2.7. Non-Solicitation and Unauthorized Transfers

7.2.7.1. Developcore guarantees that Client information shall not be sold, transferred, or disclosed to any third party for marketing, resale, or non-service-related purposes.

7.2.7.2. Clients acknowledge that they are prohibited from soliciting or attempting to transfer their services to competitors or unauthorized third parties without Developcore’s prior written consent.
7.2.7.3. Any unauthorized sale, disclosure, or solicitation of Client information shall be deemed a material breach of this Agreement, entitling Developcore to:
•	Terminate the Client’s agreement with immediate effect.
•	Recover damages, penalties, and legal costs from the offending party.
•	Blacklist the Client from future engagements with Developcore or its Successor Entities.

7.2.8. Governing Law and Dispute Resolution

7.2.8.1. This clause, and any related transfers, shall be governed by the laws of the Republic of South Africa.

7.2.8.2. Any disputes arising from a Client transfer shall first be resolved through mediation or arbitration, failing which either party may seek legal recourse in the appropriate jurisdiction.

8.	Client Authorization
8.1	Authorization Confirmation: I, the undersigned, hereby confirm that I am authorized by the Client to sign and approve this Agreement. I hereby authorize Developcore to deduct the retainer fee and any other agreed-upon payments from the bank account stipulated in the Schedule or any replacement bank account (as notified by the Client) on the first day of the month following the
date of commencement of this Agreement and thereafter each month for the remainder of this Agreement.

9.	Language Understanding
9.1	Language Proficiency: The Client acknowledges and agrees that all communications, documentation, and agreements between Developcore and the Client will be in the English
language. The Client confirms their understanding and proficiency in English and accepts that any misunderstanding due to language barriers is solely the responsibility of the Client and not
Developcore. The Client further agrees that any requests for translation services or language assistance shall be at the Client's own expense.

10.	Non-Refundable Contract
10.1	Non-Refundable Payments: All payments made to Developcore for services rendered are final and non-refundable unless otherwise specified in writing by Developcore. The Client acknowledges that this non-refundable clause applies to all fees, including but not limited to
retainer fees, service fees, subscription fees, and any additional costs incurred during the term of this Agreement. The Client agrees to this clause upon entering into this Agreement with
Developcore and waives any right to dispute the non-refundable nature of the payments once services have commenced.

11.	Limitation of Liability
 
11.1	No Liability for Indirect Damages: Developcore and any introduced partners shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, even if Developcore has been advised of the possibility of such damages. The Client agrees to indemnify and hold harmless Developcore and its partners from any claims, losses, damages, or liabilities arising from their use of Developcore's services. The Client acknowledges that the limitation of liability extends to any third-party services or products provided or recommended by Developcore.
11.2	Liability Cap: Developcore's total liability to the Client for any claims arising under or related to this Agreement shall be limited to the total amount of fees paid by the Client to Developcore
under this Agreement during the twelve (12) months preceding the event giving rise to such liability.
11.3	Indemnification: Developcore, its shareholders, directors, officers, employees, agents, partners, and any affiliated entities shall not be held responsible or liable for any losses, damages, costs, penalties, or claims of any kind, whether direct or indirect, arising out of or in connection
with the services provided under this Agreement. This includes any errors, omissions, delays, or failures in performance, regardless of whether such losses or damages were foreseeable or if Developcore had been advised of the possibility of such losses or damages. The Client hereby
indemnifies and holds harmless Developcore and its associated parties from any and all claims, liabilities, and expenses arising from or related to the services provided under this Agreement.

12.	Client's Responsibility for Information
12.1	Accuracy of Information: The Client is solely responsible for the accuracy, completeness, and reliability of any information they provide to Developcore or any of its partners. Developcore or any of its partners will not be liable for any errors, omissions, or inaccuracies in the services that
result from incorrect, incomplete, or outdated information provided by the Client. The Client agrees to promptly update Developcore with any changes to their information and acknowledges that failure to do so may result in delays, errors, or the inability of Developcore to provide the agreed-
upon services.
12.2	Indemnification for Inaccurate Information: The Client agrees to indemnify and hold harmless Developcore and its partners from any losses, damages, or liabilities arising from the Client's failure to provide accurate and complete information.

13.	Data Verification
13.1	Client's Responsibility to Verify Data: It is the Client's responsibility to verify the accuracy of their data before submitting it to Developcore for processing or analysis. Developcore will not be responsible for any inaccuracies, errors, or omissions that arise from unverified data provided by
the Client. The Client acknowledges that any services provided by Developcore based on unverified data are provided "as is," and the Client assumes all risks associated with the use of such services.
 
13.2	Indemnification for Data Errors: The Client agrees to indemnify and hold harmless
Developcore from any claims, losses, or damages resulting from inaccuracies in the data provided by the Client, including but not limited to incorrect analysis, reporting, or recommendations.

14.	Force Majeure
14.1	No Liability for Force Majeure Events: Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of nature, acts of government, labor disputes, internet or power outages,
cyber-attacks, or any other events that are unforeseen and unavoidable. In the event of a force majeure event, the affected party shall notify the other party as soon as practicable, and the performance of the affected obligations shall be suspended for the duration of the force majeure event.
14.2	Termination Due to Force Majeure: Should a force majeure event continue for a period
exceeding sixty (60) days, either party may terminate this Agreement by providing written notice to the other party. In such cases, the Client shall be liable to pay Developcore for any services
rendered up to the date of termination.

15.	Compliance with Laws
15.1	Legal Compliance: The Client agrees to comply with all applicable laws, rules, and
regulations in their use of Developcore's services. The Client will indemnify and hold harmless Developcore from any fines, penalties, legal actions, or damages arising from the Client's non- compliance with such laws, rules, and regulations. The Client acknowledges that Developcore's
services are provided with the understanding that the Client is in compliance with all relevant legal requirements, and any failure to comply may result in the suspension or termination of services by Developcore.
15.2	Right to Terminate for Non-Compliance: Developcore reserves the right to immediately
terminate this Agreement and cease providing services if it becomes aware of any illegal activities, non-compliance, or breaches of applicable laws by the Client.

16.	Payment Methods, System Changes, and Usage Limitations
16.1	Right to Modify Payment Methods and Systems
Developcore and/or its partners reserve the right to modify, replace, or change the payment methods or any other linked systems associated with the use of all services outlined in Annexure A. These changes may be implemented with immediate effect if deemed necessary by Developcore and/or its partners to mitigate potential risks, ensure ongoing security, maintain effectiveness, or
comply with regulatory requirements. Such actions are critical to preserving the integrity and security of financial transactions and overall system operations.
 
16.2	Client Notification
In the event of such changes, Developcore will endeavor to notify Clients as promptly as possible. However, the immediacy required for certain risk mitigation actions may limit the ability to provide advance notice. Clients are encouraged to remain adaptable and regularly monitor
communications from Developcore for updates regarding any changes to payment methods or system operations.
16.3	Client Responsibility and Compliance
It is the responsibility of the Client to adapt to these changes and ensure compliance with the new systems or payment methods introduced. Failure to comply with updated procedures may affect the Client’s ability to use the services as outlined in Annexure A effectively. Developcore shall not be held liable for any disruptions in service caused by the Client’s failure to adapt to these changes.
16.4	Service Usage Cap
Developcore and/or its partnered services ("Company") may impose monthly usage limitations on its AI Services ("Services") for each user ("Client"). These limitations are intended to promote fair access to the Services for all Clients and to maintain high service quality and system integrity.
16.5	Limitation Details
The limitations may include, but are not limited to, caps on the number of queries, the volume of
data processed, or access to specific features within each monthly billing cycle. The specific nature and extent of these limitations are determined at the sole discretion of the Company and may be adjusted periodically based on operational demands, service performance, and Client usage
patterns.
16.6	Notification of Limitations
Clients will be informed of the specific limitations applicable to their use of the Services at the
commencement of their subscription and prior to any changes to existing limitations. Notifications regarding these limitations may be delivered through the user's account interface, via email, or through other communication methods as chosen by the Company.
16.7	Adherence to Limitations
Clients are expected to adhere to all usage limitations as specified by the Company. Attempts to bypass these limitations, including the creation of multiple accounts or any other methods, may result in temporary or permanent restrictions on access to the Services, at the discretion of the Company.
16.8	Adjustments to Limitations
The Company will periodically review the imposed usage limitations to ensure they continue to meet the needs of all Clients and the operational capabilities of the Services. The Company
reserves the right to adjust these limitations in response to technological developments, Client feedback, and observed usage trends.
16.9	Limitation of Use
 
Developcore reserves the right to impose limitations on the use of AI Legal Assistance Services ("Services") on a month-to-month basis per user ("Client"). These limitations are designed to
ensure equitable access to the Services for all Clients and to maintain the integrity and quality of the Services provided.
16.10	Nature of Limitations
The specific limitations may include, but are not limited to, restrictions on the number of inquiries a Client can make, the volume of data a Client can process through the Services, or access to certain features within a given monthly period. The Company will determine these limitations at its sole
discretion and may adjust them from time to time based on service capacity, overall user demand, and other relevant factors.
16.11	Notification of Limitations
The Company will notify Clients of any such limitations at the start of their subscription and before implementing any changes to existing limitations. This notification may be provided through the Client's account dashboard, via email, or through any other communication method deemed appropriate by the Company.
16.12	Compliance with Limitations
Clients agree to comply with all such limitations as set by the Company. Attempts to circumvent these limitations, including through the creation of multiple accounts or any other means, may result in suspension or termination of the Client's access to the Services, at the Company's
discretion.
16.13	Review and Adjustment of Limitations
The Company will periodically review the imposed limitations to ensure they continue to meet the needs of all Clients and the operational capabilities of the Services. The Company reserves the right to adjust these limitations in response to feedback, usage trends, and technological advancements.
16.14	Final Provisions and Payment Obligations
•	16.14.1 Retention of Unpaid Amounts: Developcore, along with its partners, reserves the right to retain any unpaid amounts owed by the Client under this Agreement. This includes, but is not limited to, service fees, penalties, and other charges incurred during the course of the service provision. Developcore may, at its discretion, suspend or terminate the Services until all outstanding payments are settled.
•	16.14.2 Ongoing Payment Obligations: The Client acknowledges and agrees that all payment obligations under this Agreement are ongoing and must be fulfilled according to the terms set forth herein. Failure to make timely payments will result in the accrual of additional charges, including interest on overdue amounts at the maximum legal rate permitted. The Client further agrees that Developcore may continue to debit the Client's account for all amounts due, as authorized under this Agreement, until such amounts are fully paid.
 
•	16.14.3 Protection of Developcore and Partners: The Client acknowledges that
Developcore and its partners, including but not limited to its directors, officers, employees, and agents, shall not be liable for any claims, losses, damages, or expenses arising out of or related to the provision of Services under this Agreement. This includes any claims related to the use, suspension, or termination of the Services. The Client agrees to indemnify and hold harmless Developcore and its partners from any such claims or damages.

[Annexure A – Schedule of Services to be Provided by Developcore]

SKILLS CLAIMS
Although Developcore (Pty) Ltd ("Developcore") will not directly perform these services,
Developcore will supervise the quality of the work undertaken. Clients will be referred to a
partnering company, and the cost for these services is encompassed within the monthly premium. This premium includes the following features/services:
1.	SDF Related Services – Submission of WSP/ATR on an Annual Basis
1.1	Skills Professionals: Developcore will source and refer appropriate training providers to assist in fulfilling the Client's training needs.
1.2	Provision of Documentation: The Client agrees to provide all necessary and accurate
documentation to Developcore or its referred company in a timely manner. Failure to do so will
release Developcore and related parties from any responsibility for damages, losses, unsuccessful grant claims, or non-compliance with applicable regulations.
1.3	Role of Referred Company: The referred company will act as the Skills Development Facilitator (SDF) on behalf of the Client to assist in claiming back Skills Development Levy (SDL) payments in accordance with SARS policies and the relevant Sector Education and Training Authority (SETA) guidelines.
1.4	Preparation and Submission of Reports: The referred company will assist the Client in the preparation and submission of the annual Workplace Skills Plan (WSP) and Annual Training Report (ATR) to the relevant SETA.
1.5	Claimability of SDL Payments: The Client acknowledges that the claimability of SDL payments depends on the Client’s compliance with the criteria set forth by the relevant SETA.
1.6	Information Requirement: The appointed SDF will require specific information from the Client. The Client agrees to provide this information promptly and confirms that it will provide the referred company with any necessary documentation to submit the WSP and ATR by the deadline (31st of January of each year). The referred company agrees to keep all information obtained from the Client confidential.
 
1.7	Follow-Up on Unsuccessful Claims: If the claims for the grant(s) are unsuccessful, the
referred company will follow up with the relevant SETA in an effort to recover the grant(s). However, neither Developcore nor the referred company can guarantee the success of such recovery efforts.
1.8	Assistance with Discretionary Grants: The referred company will assist the Client to the best of its ability in preparing and submitting the applications required to claim Discretionary Grants from the relevant SETA. However, these grants are awarded at the sole discretion of the SETA, and neither Developcore nor the referred company shall be held responsible for any discretionary grants not awarded to the Client.
1.9	No Liability for Non-Awarded Grants: The referred company will not be liable for any Discretionary Grant that is not awarded due to:
•	1.9.1 Client's Failure to Provide Information: The Client's failure to provide accurate, complete, and timely information.
•	1.9.2 Non-Compliance with SETA Requirements: Non-compliance with the requirements or criteria established by the relevant SETA.
•	1.9.3 Client-Caused Delays: Delays, errors, or omissions in the submission process caused by the Client's actions or inactions.
•	1.9.4 Changes in SETA Policy: Changes in SETA policy, funding availability, or any other decisions made by the SETA that are beyond the control of Developcore or its referred
company.
1.10	Use of Service Providers: The Client agrees to use a service provider for the Discretionary Grant application if advised by the referred company. It is the Client’s responsibility to complete the Discretionary Grant application accurately and within the required timeframe. Neither the referred company nor Developcore will be held responsible for the Client’s failure to meet these
requirements, nor for any resulting consequences, including non-compliance with SETA-imposed deadlines. The Client has the right to choose any referred or non-referred service provider.
1.11	Consultation Hours: The Client shall receive a maximum of four (4) hours per annum for any virtual consultation needs. Any consultation or virtual consultation hours beyond this allotment will incur an additional cost of R400.00 per consultation hour. Unused consultation hours do not carry over to the following year.
1.12	Client Communication: The Client agrees that it is their responsibility to inform the referred
company of any service needs or queries. The referred company will not be held responsible for any poor service or issues if the Client fails to communicate these needs effectively.
1.13	Submission Deadlines: If the Client fails to provide the required information to the referred company by the specified due date (31st of January each year), the referred company will not be held responsible for incomplete WSP or ATR submissions, or any other grants or claims.
1.14	Compliance with SDL Payments: The Client is responsible for ensuring that they are paying SDLs and complying with all relevant legislation. The referred company will not be held liable for any unsuccessful claims or submissions resulting from unpaid SDLs or non-compliance with
 
relevant legislation. The Client must provide Developcore or its partnered services with proof of SDL registration no later than the 31st of January each year (EMP201) via the email address
specified in the corresponding welcome and service email.
1.15	Indemnification: The Client hereby indemnifies the referred company and Developcore for all and any loss of income, rebates, losses, damages, expenses, or any other costs incurred as a result of the Client failing to supply the correct, relevant, accurate, and complete information necessary for the referred company to provide services to the Client.
1.16	Documentation Verification: The Client is responsible for verifying the accuracy of all documents provided to Developcore or the referred company. Any discrepancies, errors, or
omissions in the documents are solely the Client's responsibility, and neither Developcore nor its referred company will be held liable for any consequences arising from such discrepancies.
1.17	Non-Disclosure Agreement (NDA): The Client agrees to maintain the confidentiality of any proprietary information received during the provision of services. Any breach of confidentiality will be treated as a violation of this agreement and may lead to its termination.
1.18	Quality Assurance: Developcore and its referred company reserve the right to perform quality checks on the services provided. Should any issues arise, Developcore will make reasonable efforts to resolve them. However, Developcore is not liable for any issues that arise from the services provided by the referred company, provided Developcore has followed its quality assurance
procedures.
1.19	Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of South Africa. The parties agree to submit to the exclusive jurisdiction of the courts located within South Africa for the resolution of any disputes arising from this
Agreement.
1.20	Third-Party Actions: Developcore and its referred company are not responsible for any actions taken by third parties that may impact the services provided under this Agreement.
1.21	Notifications: All notifications related to this agreement must be sent through the
communication channels specified in this agreement. Failure to adhere to this may result in delays or non-compliance, for which Developcore and the referred company will not be held responsible.
1.22	Employment Equity Reporting: Developcore will assist the Client in the preparation and submission of Employment Equity reports as required by South African law. It is expressly
understood that Developcore's role is limited to reporting assistance and does not extend to the
implementation of Employment Equity measures within the Client’s organization. Developcore and its referred company will not be held responsible for any legal penalties, losses, or damages arising from the Client’s non-compliance with Employment Equity laws and regulations.
1.23	Non-Grant Submissions and SETA Payments: Developcore and its referred companies will assist the Client in the preparation and submission of grant applications and SETA payments as part of the services provided. However, Developcore and its referred companies will not be held liable for any unsuccessful grant submissions or issues related to SETA payments that arise from
 
the Client’s failure to provide accurate, timely, and complete information, or from any other actions or omissions by the Client.
1.24	Misunderstandings: Developcore and its referred companies are not responsible for any misunderstandings arising from the Client’s lack of clarity, misinterpretation, or failure to
understand the terms of the services provided, the requirements for grant submissions, or any
other aspects related to the services offered. The Client is responsible for seeking clarification on any aspects of the services they do not understand.

2.	LMS (Learning Management System)
Although Developcore will not directly perform these services, it will supervise the quality of the
work undertaken. Clients will be referred to a partnering company, and the cost for these services is encompassed within the monthly premium. This premium includes the following features and
services:
2.1.	Use of Software and Materials
2.1.1.	Internal Use Only: The Client agrees that all software, materials, and courses provided through the LMS are for the Client's internal use only and may not be leaked, shared, sold, or represented to any third party without prior written consent from Developcore.
2.1.2.	Third-Party Ownership: The training materials provided may be the property of third parties and are intended solely for educational purposes. Any breach of this clause will result in the Client being held fully responsible for all damages, losses, and legal fees incurred by Developcore and any related parties.
2.2.	Prohibited Actions
2.2.1.	No Unauthorized Distribution: The Client is prohibited from copying, redistributing, or
reselling any material provided through the LMS without prior written consent from Developcore.
2.2.2.	Reseller License Requirement: Any attempt to resell courses without obtaining a reseller's license from Developcore will result in immediate termination of services, legal action, and a fine equal to three times the revenue generated from unauthorized sales.
2.3.	Certificate Responsibility
2.3.1.	Safekeeping of Certificates: The Client agrees that it is their sole responsibility to keep all certificates of course completion safe and secure.
2.3.2.	No Liability for Loss: Developcore is not liable for lost or damaged certificates once issued.
2.4.	Language Proficiency
2.4.1.	English Proficiency: The Client confirms that all learners enrolled in the courses can read, write, and understand the English language as used in South Africa.
 
2.4.2.	No Responsibility for Language Barriers: Developcore is not responsible for any failure to complete courses due to language barriers.
2.5.	Updates and Additions
2.5.1.	Course Enhancements: Developcore reserves the right to update or add new courses to the LMS at its discretion to enhance the service provided.
2.5.2.	No Obligation to Notify: Developcore is not obligated to notify the Client of these updates.
2.6.	Communication and Marketing
2.6.1.	Use of Email for Communication: The Client agrees that Developcore may use the email address provided in the Schedule for marketing and communication purposes.
2.7.	Non-Accredited Courses
2.7.1.	Acknowledgment of Non-Accreditation: The Client acknowledges that the certificates of completion issued through the LMS are non-accredited.
2.7.2.	Value Addition: These courses are designed to add meaningful value to the Client's employees.
2.8.	Indemnification
2.8.1.	Claims and Damages: The Client indemnifies Developcore and its partners from any claims, rebates, or damages related to issues arising from the LMS or server-related problems.
2.8.2.	Issue Resolution Efforts: Developcore will make reasonable efforts to resolve issues within 90 days of notification.
2.9.	Internal Use Limitation
2.9.1.	Restricted Access: The Client agrees that the LMS profile and access are intended solely for the Client's internal, in-house training purposes.
2.9.2.	Prohibition on Third-Party Use: Any use of the LMS for third-party training, individuals, or entities not directly affiliated with the Client is prohibited and will be monitored by Developcore.
2.9.3.	Consequences of Breach: Breach of this clause may result in immediate termination of access and legal action.
2.10.	Geographic Restrictions
2.10.1.	South African Access: The Client confirms that they reside in and access the LMS software/platform from within South Africa.
2.10.2.	Consent for External Access: Any access from outside South Africa requires prior written consent from Developcore.
2.11.	Liability Limitation
 
2.11.1.	Indemnity for Loss or Damage: The Client indemnifies Developcore and its partners from any loss, damage, or liability arising from the use of the LMS software on the Client's property,
including but not limited to software malfunctions or hardware failures.
2.12.	Service Interruptions
2.12.1.	No Liability for Interruptions: Developcore and its partners are not liable for any interruptions in service due to network or communication problems.
2.12.2.	Acknowledgment of External Factors: The Client acknowledges that these are beyond the control of Developcore.
2.13.	Issue Resolution
2.13.1.	Resolution Timeframe: In the event of any issue with the LMS platform, the Client agrees that Developcore will have up to 90 working days to resolve the issue, provided it is within
Developcore's scope of control.
2.14.	Learner Capability
2.14.1.	Responsibility for Enrollment: The Client is responsible for ensuring that all learners are capable of enrolling and participating in the courses provided through the LMS.
2.15.	Compliance with Laws
2.15.1.	Legal Use: The Client agrees to use the LMS in compliance with all applicable laws and regulations.
2.15.2.	Prohibited Content: The Client shall not use the LMS to disseminate any inappropriate, defamatory, libelous, or offensive material.
2.15.3.	Right to Suspend Access: Developcore reserves the right to suspend or terminate the Client's access to the LMS if these terms are violated.
2.16.	Intellectual Property Rights
2.16.1.	Ownership: All intellectual property rights in the LMS and the training materials are owned by or licensed to Developcore.
2.16.2.	License Grant: The Client is granted a limited, non-exclusive, non-transferable license to use the LMS and training materials for the duration of this Agreement.
2.16.3.	Unauthorized Use: Any unauthorized use of intellectual property will result in legal action.
2.17.	Data Protection and Privacy
2.17.1.	Compliance with Laws: The Client agrees to comply with all applicable data protection and privacy laws regarding the use of the LMS and the data generated within the LMS.
2.17.2.	Indemnification for Non-Compliance: The Client indemnifies Developcore against any liability arising from the Client's failure to comply with such laws.
2.18.	Service Availability
 
2.18.1.	No Guarantee of Availability: While Developcore aims to provide uninterrupted service, it does not guarantee that the LMS will be available at all times.
2.18.2.	Maintenance Downtime: Scheduled or emergency maintenance may occur, and Developcore will not be held liable for any downtime or loss of access.
2.19.	Access Limitations
2.19.1.	Right to Restrict Access: Developcore reserves the right to limit or restrict access to the LMS in the event of suspected misuse, breach of terms, or other activities that Developcore
considers inappropriate or unlawful.
2.19.2.	No Prior Notice Required: Such restrictions may be applied without prior notice to the Client.
2.20.	Record Keeping
2.20.1.	Client Responsibility: The Client is responsible for maintaining all records related to training and completion certificates.
2.20.2.	Data Storage: While these records may be available through the LMS, Developcore and its partners are not responsible for long-term storage of data or records.
2.21.	Technical Support
2.21.1.	Support Provided: Developcore will provide basic technical support for the LMS.
2.21.2.	Third-Party Software: It is not responsible for supporting third-party software or hardware that the Client may use to access the LMS.
2.21.3.	System Requirements: The Client is responsible for ensuring that their systems meet the necessary requirements to use the LMS.
2.22.	Termination Obligations
2.22.1.	Cessation of Use: Upon termination of the Client's access to the LMS for any reason, the Client will immediately cease all use of the LMS and any of Developcore's proprietary information.
2.22.2.	Return of Materials: The Client must destroy or return all copies of such information and certify to Developcore that they have done so.
2.23.	Reseller License
2.23.1.	License Terms: If the Client has purchased a Skillsglobal E-learning Reseller License, the Client is permitted to resell access to the Skillsglobal E-learning platform for up to 100 users, in accordance with the terms and conditions outlined by Developcore.
2.23.2.	User Limit Compliance: The Client agrees not to exceed the specified number of users without obtaining an additional license or upgrading their existing license.
 
2.23.3.	Violation Consequences: Any violation of this limit or any other reseller terms will result in immediate termination of the reseller rights, and the Client will be liable for any associated penalties or damages.
2.23.4.	Sub-licensee Compliance: The Client is responsible for ensuring that all sub-licensees comply with the terms and conditions of the LMS and this Agreement.
2.23.5.	Audit Rights: Developcore reserves the right to audit the Client’s reseller activities to ensure compliance with this clause.
2.24.	Additional LMS(Dedicated) Terms
The following terms apply in addition to the above for LMS(Dedicated) services:
2.24.1.	Third-Party Content Responsibility
2.24.1.1.	No Responsibility for Client Content: Developcore and its partners will not take any
responsibility for any loss, damages, or false information that the Client may provide to its clients or learners.
2.24.2.	Active User Minimum
2.24.2.1.	Minimum Users: This service includes a minimum of 50 active users.
2.24.3.	Client Support Responsibilities
2.24.3.1.	Learner Queries: It is the Client’s own responsibility to attend to their learners’ queries.
2.24.4.	Third-Party Liability
2.24.4.1.	Limitation of Liability: Developcore and its partners will not take any responsibility for loss or damages related to any third-party issues outside the Agreement between Developcore and the Client.
2.24.5.	Pricing Restrictions
2.24.5.1.	Course Pricing Cap: The Client agrees not to charge more than R1,000.00 South African Rand per course.
2.24.5.2.	Penalty for Overcharging: If more than R1,000.00 is charged per course, the account will be suspended with immediate effect, and all necessary penalties will be applied.
2.24.6.	Indemnification for Queries and Errors
2.24.6.1.	Notification of Issues: The Client indemnifies Developcore and its partnered services from any learner queries, internet challenges, as well as system errors that may arise.
2.24.6.2.	Resolution Timeframe: The Client must notify Developcore and its partnered services in writing at support@skillsglobaltraining.com and allow up to 90 days to fix the error or query if it is within the partnered service’s scope.
2.24.7.	Support Efforts
 
2.24.7.1.	Reasonable Assistance: Developcore and its partners will make reasonable efforts to assist with related queries in a timely manner.
2.24.8.	Welcome Emails
2.24.8.1.	Delivery of Information: The Client will receive welcome emails within 48 hours after sign-up.
2.24.9.	Communication Responsibility
2.24.9.1.	Timely Response: The Client agrees that the welcome emails sent to the email provided ensure good service and that the Client will read and reply accordingly in a timely manner.
2.24.10.	Audit Rights
2.24.10.1.	Compliance Monitoring: Developcore reserves the right to audit the Client's use of the LMS(Dedicated) service to ensure compliance with these terms and conditions.
2.24.10.2.	Violation Consequences: Any violation may lead to termination of the service.
2.24.11.	User Limitations
2.24.11.1.	Adherence to User Limits: The LMS(Dedicated) service is intended for the specified number of active users as defined in this Agreement.
2.24.11.2.	Consequences of Exceeding Limits: Exceeding this number may result in additional charges or limitations on service.
2.24.12.	Content Responsibility
2.24.12.1.	Client Liability: The Client assumes full responsibility for the content uploaded to the LMS(Dedicated) service and indemnifies Developcore from any legal issues arising from said
content.
2.24.13.	Data Storage
2.24.13.1.	Backup Responsibility: Developcore is not responsible for the long-term storage of any data, records, or content that the Client inputs into the LMS(Dedicated) service.
2.24.13.2.	Independent Backups: The Client is advised to keep independent backups.
2.24.14.	Modification Rights
2.24.14.1.	Service Changes: Developcore reserves the right to modify or discontinue any features or components of the LMS(Dedicated) service with prior notice.
2.24.15.	Compliance Obligations
2.24.15.1.	Legal Compliance: The Client agrees to use the LMS(Dedicated) service in a manner that complies with all applicable local, state, and national laws.
2.24.16.	Confidentiality
 
2.24.16.1.	Protection of Information: Any confidential information shared between Developcore and the Client during the usage of LMS(Dedicated) is to be kept confidential and should not be
disclosed without mutual consent.
2.24.17.	Issue Reporting
2.24.17.1.	Prompt Notification: The Client agrees to promptly report any issues or discrepancies with the LMS(Dedicated) service to Developcore, allowing adequate time to resolve the issue.
2.24.18.	Termination Obligations
2.24.18.1.	Cessation of Use: Upon termination or suspension of the Client's LMS(Dedicated) account, the Client agrees to cease using all proprietary materials and to delete or return any data pertaining to the service.
2.24.19.	Financial Responsibility
2.24.19.1.	Additional Costs: The Client assumes all financial responsibility for any costs, fees, or expenses not explicitly covered by the monthly premium.

3.	Electronic Legislative Policies and Procedures
Although Developcore will not directly perform this service, it will supervise the quality of the work undertaken. Clients will be referred to a partnering company, and the cost for these services is
encompassed within the monthly premium. This premium includes the following features and services:
3.1.	Provision of Policies
3.1.1.	Electronic Delivery: Developcore will prepare and electronically deliver a set of generic legislative policies to the Client to assist in improving their operations and ensuring compliance with applicable laws and regulations.
3.2.	Client's Responsibility
3.2.1.	Maintenance and Storage: The Client agrees to keep the electronic legislative policies up to date and securely stored on the registered business premises.
3.2.2.	Implementation: The Client acknowledges that the electronic legislative policies provided are intended as a guide, and it is the Client's responsibility to implement these policies in
accordance with applicable laws and regulations.
3.3.	Indemnification
3.3.1.	Liability for Non-Compliance: The Client hereby agrees that Developcore and its partnered services will be indemnified for any loss, damages, or fines that the Client may incur due to the lack of implementation or improper use of any legislative policies and procedures.
3.4.	Compliance Responsibility
 
3.4.1.	Sole Responsibility: The Client acknowledges that they are solely responsible for ensuring compliance with all relevant legislation.
3.4.2.	Guidance Nature of Policies: Developcore provides legislative policies as a guide and is not responsible for any non-compliance or legal issues arising from the Client’s use of these policies.
3.5.	Updates and Implementation
3.5.1.	Periodic Updates: Developcore will periodically review and update the legislative policies.
3.5.2.	Client's Duty: It is the Client's responsibility to review any updates and implement them as required.
3.6.	Liability Limitation
3.6.1.	Operational Issues: Developcore and its partnered services are not liable for any operational issues, legal penalties, or other consequences that arise from the Client’s failure to properly
implement or follow the provided legislative policies and procedures.
3.7.	Verification Responsibility
3.7.1.	Accuracy Check: The Client is responsible for verifying the completeness and accuracy of the legislative policies provided.
3.7.2.	No Responsibility for Errors: Developcore will not be held responsible for any inaccuracies, omissions, or errors.
3.8.	Implementation Timeframe
3.8.1.	Timely Implementation: The Client agrees to implement any updated legislative policies and procedures within a reasonable timeframe as specified by Developcore or relevant legislation.
3.9.	Third-Party Actions
3.9.1.	No Liability for Third Parties: Developcore and its partnered services are not responsible for any actions taken by third parties that may impact the Client’s compliance with relevant laws and regulations.
3.10.	Record Keeping
3.10.1.	Documentation: The Client is responsible for maintaining all records and documentation related to the legislative policies, even if such records are available through the services provided by Developcore.
3.11.	Acknowledgment of Receipt
3.11.1.	Written Confirmation: The Client must acknowledge in writing the receipt of any new or updated legislative policies and procedures.
3.11.2.	Liability for Non-Acknowledgment: Failure to do so may result in the Client being solely liable for any issues arising from non-compliance.
3.12.	Confidentiality
 
3.12.1.	Restricted Disclosure: Any confidential information shared in the legislative policies is intended solely for the Client's use and should not be disclosed to unauthorized third parties
without Developcore's written consent.
3.13.	Electronic Delivery
3.13.1.	Delivery Method: The Client acknowledges that all legislative policies will be delivered electronically and agrees to hold Developcore and its partnered services harmless for any
electronic delivery issues not directly attributable to Developcore, such as email filtering, server downtimes, or other technical issues.
3.14.	Data Security
3.14.1.	Client's Security Measures: While Developcore takes reasonable steps to secure the electronic delivery of legislative policies, the Client is responsible for implementing adequate security measures on their end to protect the data from unauthorized access.
3.15.	Receipt Acknowledgment
3.15.1.	Proof of Delivery: The Client is required to acknowledge the receipt of electronic policies within a specified period as proof of successful delivery.
3.15.2.	Responsibility for Non-Acknowledgment: Failure to acknowledge may absolve Developcore and its partnered services of any responsibilities related to the delivery of these policies.
3.16.	Backup Responsibility
3.16.1.	Data Preservation: The Client is responsible for backing up the electronically received legislative policies.
3.16.2.	No Liability for Loss: Developcore will not be liable for any loss of files due to system failures, accidental deletion, or any other issues on the Client’s end.
3.17.	Prohibition of Unauthorized Sharing
3.17.1.	No Distribution: The Client agrees not to share, distribute, or otherwise make available the legislative policies to third parties without the express written consent of Developcore.
3.18.	Integrity of Documents
3.18.1.	No Alterations: The Client is responsible for maintaining the integrity of the electronically received policies and shall not alter or tamper with these files unless explicitly permitted by Developcore.
3.19.	Compliance Disclaimer
3.19.1.	No Guarantees: While the legislative policies aim to assist the Client in compliance, Developcore makes no guarantees concerning the outcomes of any inspections, audits, or legal actions that may be taken against the Client.
 
3.19.2.	Client's Responsibility: The Client is solely responsible for their compliance with legislation.
3.20.	Compatibility Responsibility
3.20.1.	System Requirements: Developcore is not responsible for any compatibility issues that may arise from the Client's IT infrastructure.
3.20.2.	Client's Duty: The Client is responsible for ensuring that their systems can receive and properly display the electronic policies.
4.	AI Legal Assistance Services (AIX)
Although Developcore will not directly perform this service, it will supervise the quality of the work undertaken. Clients will be referred to a partnering company, and the cost for these services is
encompassed within the monthly premium. This premium includes the following features and services:
4.1.	Service Provision
4.1.1.	Nature of Service: Developcore provides AI Legal Assistance Services ("Services") as part of its membership package, either directly or through partnered services. These Services are intended to offer Clients access to AI-driven tools designed to provide general assistance and guidance on various common legal matters.
4.1.2.	General Information: The AI services are designed to generate general legal information and document templates based on user input and are not a substitute for professional legal advice.
4.2.	Service Limitations
4.2.1.	No Legal Advice: The Client acknowledges that the Services provided by Developcore are intended solely for general informational purposes and do not constitute legal advice.
4.2.2.	Consultation Requirement: Clients should consult a qualified attorney for legal advice specific to their situation. The AI services do not replace the need for professional legal
consultation.
4.3.	Client Obligations
4.3.1.	Use of Services: Clients agree to utilize the Services exclusively for their intended purpose, which is to obtain general legal guidance on matters within the Services' scope.
4.3.2.	Prohibited Use: Clients must not misuse the Services for unlawful activities or in any manner that contravenes this Agreement.
4.3.3.	Accuracy of Information: Clients are responsible for ensuring that all information provided while using the Services is accurate, complete, and up-to-date.
4.3.4.	Compliance with Laws: Clients must use the Services in strict compliance with all applicable local, state, national, and international laws and regulations.
4.4.	Intellectual Property Rights
 
4.4.1.	Ownership: All intellectual property rights in the AI Legal Assistance Services, including but not limited to algorithms, software, data, and content provided, are owned by Developcore or its licensors.
4.4.2.	License Grant: Clients are granted a limited, non-exclusive, non-transferable license to access and use the Services for personal, non-commercial purposes in accordance with this Agreement.
4.4.3.	Unauthorized Use: Any unauthorized use, reproduction, or distribution of the Services or their content is strictly prohibited.
4.5.	No Guarantee of Outcome
4.5.1.	No Warranties: Developcore makes no guarantees regarding the results or outcomes derived from using the Services.
4.5.2.	Client Responsibility: Clients understand that the AI-driven assistance provided is based on available data and algorithms and does not guarantee any particular legal result or conclusion. The responsibility for making informed decisions based on the information provided rests solely with the Client.
4.6.	Limitation of Liability
4.6.1.	Indirect Damages: Developcore shall not be liable for any indirect, incidental, special, consequential, or exemplary damages arising from the use of the Services.
4.6.2.	Direct Damages Cap: Developcore's total liability for direct damages shall not exceed the
total fees paid by the Client for the Services during the six (6) months preceding the event giving rise to the claim.
4.6.3.	Client Indemnification: The Client agrees to indemnify and hold harmless Developcore from any claims arising out of the Client's use or misuse of the Services.
4.7.	Confidentiality and Data Protection
4.7.1.	Data Privacy: Developcore shall handle all personal data in compliance with the Protection of Personal Information Act (POPIA) and any other applicable data protection laws.
4.7.2.	Confidential Information: Both parties agree to keep confidential any non-public information disclosed during the course of using the Services.
4.8.	Service Availability
4.8.1.	No Guarantee: Developcore does not guarantee that the Services will be available at all times or without interruption.
4.8.2.	Maintenance Downtime: Scheduled or emergency maintenance may occur, and Developcore will not be held liable for any downtime or loss of access.
4.9.	Modifications to Services
 
4.9.1.	Right to Modify: Developcore reserves the right to modify, suspend, or discontinue any aspect of the Services at any time without notice.
4.9.2.	Client Notification: Developcore will endeavor to notify Clients of significant changes but is not obligated to do so.
4.10.	Termination of Access
4.10.1.	Breach of Terms: Developcore reserves the right to terminate the Client's access to the Services with immediate effect if the Client breaches any terms of this Agreement.
4.10.2.	Outstanding Obligations: Termination does not relieve the Client of any outstanding financial obligations under this Agreement.
4.11.	Governing Law and Dispute Resolution
4.11.1.	Governing Law: This Agreement shall be governed by the laws of the Republic of South Africa.
4.11.2.	Dispute Resolution: Any disputes arising under or in connection with the Services shall be resolved through binding arbitration under South African law.
4.12.	Acknowledgment of Understanding
4.12.1.	Review and Understanding: The Client acknowledges that they have read and understood this Agreement, have had the opportunity to consult with legal counsel, and agree to be bound by its terms and conditions.

5.	Labour Package Services (LC)
Although Developcore will not directly perform this service, it will supervise the quality of the work undertaken. Clients will be referred to a partnering company, and the cost for these services is
encompassed within the monthly premium. This premium includes the following features and services:
5.1.	Description of Services
5.1.1.	AI-Powered Tools: Developcore and/or its partners offer an integrated suite of AI-powered tools designed to assist clients with a broad spectrum of labour law matters in South Africa.
5.1.2.	Scope of Assistance: The services include assistance with labour advice, document creation, and various other labour-related matters using advanced AI technology.
5.2.	User Obligations
5.2.1.	Accurate Information: The Client is responsible for providing accurate and complete information necessary for Developcore to deliver the services effectively.
5.2.2.	Compliance: The Client agrees to use the services in compliance with all applicable laws and regulations.
 
5.3.	Disclaimer of Warranties
5.3.1.	"As Is" Basis: Developcore provides the services on an "as is" and "as available" basis without any warranties, express or implied.
5.3.2.	No Guarantee: Developcore does not guarantee that the services will meet the Client's requirements or expectations.
5.4.	Limitation of Liability
5.4.1.	Indirect Damages: Developcore shall not be liable for any indirect, incidental, special, consequential, or punitive damages resulting from the use of or inability to use the services.
5.4.2.	Total Liability: Developcore's total liability shall not exceed the amount paid by the Client for the services during the twelve (12) months preceding the claim.
5.5.	Intellectual Property
5.5.1.	Ownership: All content generated by Developcore's services is the property of Developcore and protected by copyright and other intellectual property laws.
5.5.2.	License Grant: The Client is granted a non-exclusive, non-transferable license to use the content provided through the services for their personal or internal business purposes only.
5.6.	Privacy Policy
5.6.1.	Data Protection: Developcore is committed to protecting the privacy of the Client's information and will handle personal data in accordance with its Privacy Policy.
5.7.	Amendments
5.7.1.	Right to Modify: Developcore reserves the right to modify these terms and conditions at any time.
5.7.2.	Client Agreement: By continuing to use the services after such modifications, the Client agrees to be bound by the amended terms.
5.8.	Governing Law
5.8.1.	Jurisdiction: These terms and conditions shall be governed by and construed in accordance with the laws of the Republic of South Africa.
5.9.	Indemnification
5.9.1.	Client Indemnity: The Client agrees to indemnify, defend, and hold harmless Developcore from any claims arising out of the Client's use of the services or violation of these terms.
5.10.	Dispute Resolution
5.10.1.	Arbitration: Any disputes shall be resolved through binding arbitration in accordance with South African laws.
5.11.	Acceptance of Terms
 
5.11.1.	Acknowledgment: By using the services, the Client acknowledges that they have read, understood, and agree to be bound by these terms and conditions.
5.12.	Service Modifications and Availability
5.12.1.	Right to Modify: Developcore reserves the right to modify, suspend, or discontinue any aspect of the Labour Package Services at any time without notice.
5.12.2.	No Liability: Developcore will not be liable to the Client or any third party should any such modification, suspension, or discontinuance occur.
5.13.	Use Restrictions
5.13.1.	Prohibited Actions: The Client agrees not to misuse the services or help anyone else do so. Specifically, the Client agrees not to copy, modify, distribute, sell, or lease any part of the services, nor may the Client reverse engineer or attempt to extract the source code of the software.
5.14.	Indemnification
5.14.1.	Client Indemnity: The Client agrees to indemnify, defend, and hold harmless Developcore, its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs resulting from any violation of these Terms and Conditions.
5.15.	Dispute Resolution
5.15.1.	Arbitration: Any disputes arising under or in connection with these Terms and Conditions shall be resolved through binding arbitration in accordance with the rules of South African laws.
5.16.	Notices
5.16.1.	Communication: All notices to Developcore must be made in writing and sent to Developcore's designated address or email as specified in these Terms and Conditions.
5.17.	No Waiver
5.17.1.	Rights and Provisions: The failure of Developcore to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.
5.18.	Severability
5.18.1.	Validity of Provisions: If any provision of these Terms and Conditions is found to be invalid, the other provisions shall remain in full force and effect.
5.19.	Entire Agreement
5.19.1.	Supersession: These Terms and Conditions contain the entire agreement between Developcore and the Client relating to the subject matter covered.

6.	AI Legal Assistance Services (LCI)
 
Although Developcore will not directly perform this service, it will supervise the quality of the work undertaken. Clients will be referred to a partnering company, and the cost for these services is
encompassed within the monthly premium.
6.1.	Service Provision
6.1.1.	Nature of Service: Developcore provides AI Legal Assistance Services as part of its membership package, either directly or through partnered services.
6.1.2.	General Information: The Services are intended to offer Clients access to AI-driven tools designed to provide general assistance and guidance on various common legal matters.
6.2.	Service Limitations
6.2.1.	No Legal Advice: The Clients acknowledge that the Services provided are intended solely for general informational purposes and do not constitute legal advice.
6.2.2.	Consultation Requirement: Clients should consult a qualified attorney for legal advice specific to their situation.
6.3.	Client Obligations
6.3.1.	Use of Services: Clients agree to utilize the Services exclusively for their intended purpose.
6.3.2.	Prohibited Use: Clients must not misuse the Services for unlawful activities or in any manner that contravenes this Agreement.
6.3.3.	Accuracy of Information: Clients are responsible for ensuring that all information provided is accurate, complete, and up-to-date.
6.3.4.	Compliance with Laws: Clients must use the Services in strict compliance with all applicable laws and regulations.
6.4.	Intellectual Property
6.4.1.	Ownership: All intellectual property rights in the AI Legal Assistance Services are owned by Developcore or its licensors.
6.4.2.	License Grant: Clients are granted a limited, non-exclusive, non-transferable license to access and use the Services for personal, non-commercial purposes.
6.4.3.	Unauthorized Use: Any unauthorized use, reproduction, or distribution of the Services or their content is strictly prohibited.
6.5.	No Guarantee of Outcome
6.5.1.	No Warranties: Developcore makes no guarantees regarding the results or outcomes derived from using the Services.
6.5.2.	Client Responsibility: The responsibility for making informed decisions based on the information provided rests solely with the Client.
6.6.	Right to Suspend or Terminate Services
 
6.6.1.	Immediate Suspension: Developcore reserves the absolute right to suspend or terminate services immediately, without prior notice, under specific circumstances such as non-payment or breach of terms.
6.6.2.	Obligations Upon Termination: Suspension or termination of services shall not relieve the Client of their obligations under this Agreement.
6.7.	Indemnification and Waiver of Liability
6.7.1.	Client Indemnity: The Client agrees to indemnify, defend, and hold harmless Developcore and its affiliates from any claims arising out of the Client's use or misuse of services.
6.7.2.	Waiver of Claims: The Client expressly waives all claims against Developcore for any alleged loss or damage arising from the modification, suspension, or discontinuation of services.
6.8.	Right to Modify Services and Terms
6.8.1.	Service Changes: Developcore reserves the right to modify, replace, or discontinue any aspect of its services, including terms and billing cycles.
6.8.2.	Client Acknowledgment: The Client acknowledges and agrees that such modifications do not constitute a breach of this Agreement.
6.9.	Confidentiality and Proprietary Rights
6.9.1.	Confidential Information: The Client agrees that all information, materials, and systems provided by Developcore are proprietary and confidential.
6.9.2.	Unauthorized Use: Unauthorized use, distribution, or reproduction of such materials is strictly prohibited.
6.10.	Termination for Risk or Breach
6.10.1.	Immediate Termination: Developcore reserves the right to terminate this Agreement immediately if the Client is deemed to pose a reputational, financial, or compliance risk.
6.10.2.	No Refunds: The Client acknowledges that termination under this clause is final, and no refunds will be entertained.
6.11.	Final Provisions
6.11.1.	As-Is Basis: The Client acknowledges that Developcore’s services are provided "as is," without warranties or guarantees of any kind.
6.11.2.	Data Losses: Any service interruptions or data losses are the Client’s sole responsibility to mitigate.
6.11.3.	Developcore's Decisions: Developcore’s decisions regarding service delivery, termination, or modification are final and binding.
6.12.	Governing Law and Jurisdiction
 
6.12.1.	Exclusive Law: This Agreement shall be governed exclusively by the laws of the Republic of South Africa.
6.12.2.	Arbitration: Any disputes shall be resolved through binding arbitration under South African law.

7.	CORE CRM – Client Relationship Management Software
7.1.	General Usage Terms
7.1.1.	Software Provision: CORE CRM is a platform provided by Developcore. By using the Software, the Client agrees to comply with all terms outlined.
7.1.2.	As-Is Basis: Developcore provides CORE CRM "as is" without any guarantees regarding its availability or performance.
7.1.3.	User Compliance: The Client is responsible for ensuring all users comply with these terms.
7.2.	Support and Maintenance
7.2.1.	Issue Resolution: Developcore will endeavor to resolve technical issues within three (3) working days.
7.2.2.	Maintenance Downtime: Developcore reserves the right to temporarily suspend access for maintenance.
7.3.	Data Backup and Recovery
7.3.1.	Client Responsibility: The Client is solely responsible for performing regular backups of their data.
7.3.2.	No Guarantees: Developcore makes no guarantees regarding data recovery.
7.4.	System Downtime and Interruptions
7.4.1.	No Liability: Developcore shall not be held liable for any downtime caused by factors outside its control.
7.4.2.	Acknowledgment: The Client acknowledges that system downtime may occur and does not constitute a breach of this Agreement.
7.5.	Security and Liability
7.5.1.	Security Measures: Developcore takes reasonable measures to secure CORE CRM.
7.5.2.	Client Protocols: The Client is responsible for implementing their own security protocols.
7.6.	Data Integrity and Usage
7.6.1.	Accuracy of Data: The Client is responsible for ensuring the accuracy of the data they input.
7.6.2.	Prohibited Use: The Client agrees not to misuse CORE CRM for unlawful purposes.
 
7.7.	Modifications and Updates
7.7.1.	Right to Modify: Developcore reserves the right to modify or discontinue features at its sole discretion.
7.8.	Disclaimer of Warranties
7.8.1.	No Warranties: CORE CRM is provided without warranties, express or implied.
7.9.	Limitation of Liability
7.9.1.	No Liability: Developcore shall not be liable for any damages arising out of the use of CORE CRM.
7.10.	Termination of Access
7.10.1.	Right to Terminate: Developcore reserves the right to terminate the Client's access if the Client breaches any terms.

8.	Non-Solicitation
8.1.	Non-Solicitation of Personnel
8.1.1.	Employee Protection: The Client agrees not to solicit any employee, contractor, or
consultant of Developcore or its partners during the term of this Agreement and for twelve (12) months thereafter.
8.2.	Non-Solicitation of Clients
8.2.1.	Client Protection: The Client shall not solicit business from any clients or customers of Developcore or its partners for services competitive with those provided by Developcore.

9.	Confidentiality
9.1.	Confidential Information
9.1.1.	Definition: Confidential Information means any non-public information disclosed by one party to the other.
9.2.	Non-Disclosure Obligations
9.2.1.	Obligation: Each party agrees to maintain the confidentiality of the other party's Confidential Information.
9.3.	Use of Confidential Information
9.3.1.	Permitted Use: Confidential Information shall be used solely for fulfilling obligations under this Agreement.

10.	Data Protection and Privacy
10.1.	Compliance with Data Protection Laws
10.1.1.	Legal Compliance: The Client agrees to comply with all applicable data protection and privacy laws.
10.2.	Consent for Data Processing
10.2.1.	Client Warranties: The Client warrants that they have obtained all necessary consents for Developcore to process any personal data.
10.3.	Data Security Measures
10.3.1.	Developcore's Obligations: Developcore shall implement appropriate measures to protect personal data.

11.	Intellectual Property Rights
11.1.	Ownership of Intellectual Property
11.1.1.	Developcore's Rights: All intellectual property rights related to the services remain the sole property of Developcore or its licensors.
11.2.	License to Use
11.2.1.	Limited License: Developcore grants the Client a limited, non-exclusive license to use the materials provided.
11.3.	Restriction on Use
11.3.1.	Prohibited Actions: The Client shall not reproduce or modify any of Developcore's intellectual property without prior written consent.

12.	Force Majeure
12.1.	Definition
12.1.1.	Force Majeure Events: Neither party shall be liable for any failure or delay due to circumstances beyond their reasonable control.
12.2.	Notification and Mitigation
12.2.1.	Obligations: The affected party shall notify the other and use reasonable efforts to mitigate the impact.

13.	Indemnification
13.1.	Client Indemnity
 
13.1.1.	Obligations: The Client agrees to indemnify Developcore from any claims arising out of the Client's breach of this Agreement.

14.	Dispute Resolution
14.1.	Negotiation
14.1.1.	Good Faith Efforts: The parties shall first attempt to resolve disputes amicably through negotiations.
14.2.	Arbitration
14.2.1.	Binding Arbitration: If unresolved, disputes may be referred to binding arbitration in accordance with the Arbitration Act of South Africa.

15.	Compliance with Laws
15.1.	Legal Compliance
15.1.1.	Anti-Corruption: The Client agrees to comply with all applicable laws relating to anti- bribery and anti-corruption.
15.2.	No Unlawful Conduct
15.2.1.	Prohibited Activities: The Client shall not engage in any activity that would constitute an offense under applicable laws.

16.	Insurance
16.1.	Insurance Coverage
16.1.1.	Client's Obligations: The Client agrees to maintain adequate insurance coverage to cover any liabilities.
16.2.	Proof of Insurance
16.2.1.	Documentation: Upon request, the Client shall provide certificates of insurance to Developcore.

17.	Severability
17.1.	Severability Clause
17.1.1.	Validity of Provisions: If any provision is held invalid, the remaining provisions shall remain in full force.

18.	Successors and Assigns
18.1.	Binding Effect
18.1.1.	Parties Bound: This Agreement shall be binding upon the parties and their successors.
18.2.	Assignment
18.2.1.	Restrictions: The Client may not assign any rights without Developcore's prior written consent.

19.	Electronic Communications and Signatures
19.1.	Consent to Electronic Communications
19.1.1.	Acknowledgment: The Client agrees to receive communications electronically.
19.2.	Electronic Signatures
19.2.1.	Validity: Electronic signatures shall be valid and enforceable.

20.	Third-Party Beneficiaries
20.1.	No Third-Party Rights
20.1.1.	Exclusion: Nothing in this Agreement shall confer any rights on any third party.

21.	Limitation of Actions
21.1.	Time Limit for Claims
21.1.1.	One-Year Limitation: No action may be brought by the Client more than one (1) year after the cause of action has accrued.

22.	Waiver
22.1.	No Waiver Implied
22.1.1.	Rights Preservation: No failure by Developcore to exercise any right shall operate as a waiver.

23.	Interpretation
23.1.	Headings
23.1.1.	Reference Purposes: Headings are for reference only and shall not affect interpretation.
 
23.2.	Interpretation of Words
23.2.1.	Inclusivity: Words in the singular include the plural and vice versa.

24.	Good Faith
24.1.	Obligation of Good Faith
24.1.1.	Mutual Commitment: The parties undertake to act in good faith in the performance of their obligations.

25.	Costs and Expenses
25.1.	Responsibility for Expenses
25.1.1.	Individual Responsibility: Each party shall bear its own costs in connection with this Agreement.

26.	Acknowledgment of Understanding
26.1.	Review and Understanding
26.1.1.	Client Confirmation: The Client acknowledges that they have read and understood this Agreement and agree to be bound by its terms.

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