Matogen Group General Terms of Service

1. Indemnity

The Client hereby indemnifies and holds Matogen Global Holdings (Pty) Ltd, recursively including all of its subsidiary companies, its officials, its business associations and its business partners of whatsoever nature, hereinafter collectively called Matogen harmless from any loss, liability or expense the Client may incur or suffer, of whatsoever nature and howsoever arising, pursuant to the introductory and/or negotiation and/or facilitation services Matogen may provide to the Client in the Client’s desire to procure certain, or alternatively, specific corporate resources from sources known or associated to Matogen.

2. Termination

The Client hereby acknowledges and agrees that Matogen may terminate its services or involvement with the Client, at any stage or at any time during the introductory and/or negotiation and/or facilitation process, by giving the Client written notice thereof, without Matogen having to provide the Client with any specific explanation or reason, or without Matogen having any legal or financial obligation or liability towards the Client of whatsoever nature, under the following conditions:

• Any breach of this contract.
• Outstanding payments.

3. Software Development Requests and Quotations

The Client warrants and agrees that Matogen has made the Client aware and that the Client has been informed of the following fundamental facts and conditions, which the Client fully understands:

3.1 Quotations

The Client may at any time request work to be done by Matogen, on which Matogen will provide the Client with a quotation for the costs involved. This quotation will have to be approved by the Client before Matogen can start on the work. Matogen will not bill the Client for any work that was not explicitly agreed upon by the Client to be paid for by the Client.

Kindly also take note that quotations normally require a deposit to be made by the Client in order to commit to the project. All quotations will contain payment conditions that have to be honoured upon acceptance of quotation. If payment conditions are not acceptable to the Client, the Client must inform Matogen of this before accepting the quotation, because accepting a quotation irrevocably implies that the Client fully agrees with all the terms presented with it.

Some items in a quotation document may be dependent on others. Therefore if the Client decides to exclude some items, Matogen reserves the right to update the cost of other items, provided Matogen has notified the Client before the quoted development commences.

In practice, most quotations refer to deliverables without specifying any detail about the quality that is expected with the service. In general, these quotations are based on acceptable professional standards. If the Client feels that the quality delivered is not acceptable after it was delivered, and the quality of the deliverable in question was not specified with measurable quantities (for example via benchmarks or ratings) in the agreed quotation, Matogen reserves the right to charge extra for any quality improvements.

In general, unless explicitly specified, work cannot be assumed to be included in any quotation. The following are typical examples:

• The Client is expected to supply all content (text information) for its software or website. Unless specified, copywriting or any professional text editing is not included in any quotations.
• Taking photos or finding photos on the internet is not included in quotations unless specified.
• Training is not included by default.

Matogen may suggest the best and most efficient process to follow with a project. Although the Client may choose to do it on the Client’s own terms, Matogen reserves the right to charge extra for such procedure.

3.2 Pay-per-hour (Time and material billing)

In the absence of any formal agreement, all work requested by the Client will be subject to be billed on an hourly basis calculated at the standard tariffs of the time (which may differ based on the experience and availability of the resources being utilized).

The Client expressly agrees to only request work from Matogen if the Client is willing to pay for it; including making payment in a timely manner.

The Client expressly confirms that the Client was made aware of and understands that the Client is ultimately solely responsible for all risks regarding pay-per-hour work, such as, but not limited to:

• The work takes longer than anticipated.
• The tasks are more difficult than anticipated.
• The work contains flaws (especially in deadline-driven scenarios that apply stress to resources).
• Miscommunication is causing wrong work to be carried out.
• The work requested does not ultimately solve the business requirement.
• The Client does not need the work already carried out any more.

4. Confidentiality and Proprietary Rights

As used herein, “Confidential Information” shall mean any and all technical or business information, including third-party information, furnished in connection with this Agreement, in whatever tangible form or medium, or disclosed by Client to Matogen (including, but not limited to, product/service specifications, prototypes, computer files and programs, models, drawings, marketing plans, financial data and personnel statistics).

Notwithstanding the termination, expiration or cancellation of this Agreement, Matogen agrees to treat such Confidential Information as confidential for a period of three years from the date of receipt of same unless otherwise agreed to in writing by Client, and that during such period Matogen shall use same solely for the purposes of this Agreement unless otherwise allowed herein or by written permission of Client. In handling the Confidential Information, Matogen agrees:

• not to copy such Confidential Information unless specifically authorized;
• not to make disclosure of any such Confidential Information to anyone except employees and independent contractors and subcontractors to whom disclosure is necessary for the purposes set forth above; and
• to appropriately notify such employees and independent contractors and subcontractors that the disclosure is made in confidence and shall be kept in confidence.

The obligations set forth herein shall be satisfied by Matogen through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance but not less than a reasonable degree of care. Notwithstanding any other provisions of this Article, Confidential Information may be disclosed as may be required by law, regulation or court or agency order or demand, after prompt prior notification to the Client of such required disclosure.

Matogen agrees that in the event permission is granted by Client to copy Confidential Information, or that copying is otherwise permitted hereunder, each such copy shall contain and state the same confidential or proprietary notices or legends, if any, which appear on the original. Nothing herein shall be construed as granting to either party any right or license under any copyrights, inventions, or patents now or hereafter owned or controlled by the other party. Upon termination, cancellation or expiration of this Agreement for any reason or upon request of the disclosing party, all Confidential Information, together with any copies of same as may be authorized herein, shall be returned to the Client.

The obligations imposed in this document shall not apply to any information that: (1) is already in possession of or is independently developed by the receiving party; or (2) is or becomes publicly available through no fault of the receiving party; or (3) is obtained by the receiving party from a third person without breach by such third person of an obligation of confidence with respect to the Confidential Information disclosed; or (4) is required to be disclosed pursuant to the lawful order of a government agency or disclosure is required by operation of the law.

The requirements of use and confidentiality set forth herein shall survive the expiration, termination or cancellation of this Agreement.

5. Warranty

Disclaimers: Client represents and warrants to Matogen that Client has the power and authority to enter into and perform its obligations under this Agreement.

Matogen shall perform all Services in a good and workmanlike manner in accordance with industry standards. Matogen hereby warrants that the provision of the Services shall meet the requirements and perform the operations and functions in accordance with and as set forth in the relevant Task Order or Change Order.

Matogen makes no representations or warranties, express or implied, concerning any product described herein, including without limitation, any representations or warranties concerning the design, use or performance of any such Product or any implied warranty of merchantability or fitness for a particular purpose.

Products are sold “as is”, and the Client assumes the entire risk as to their quality, performance or suitability. In no event will Matogen be liable to Client under any Order for direct, indirect, special, incidental or consequential damages (such as loss of profits) resulting from any defect in the Services or the Products, their documentation or their installation, even if advised of the possibility of such damage. In particular, Matogen does not warrant that the operation or use of the Product will be error-free and uninterrupted.

6. Limitation of Liability and Disclaimers

Security: Client is solely responsible for the security, confidentiality and integrity of all messages and the content received, transmitted through or stored on any email/web hosting or server hosting service (the “Hosting Service”). Client is solely responsible for any authorized or unauthorized access to Client’s accounts by any person. Client agrees to bear all responsibility for the confidentiality of any passwords and all use or charges incurred from use of the Hosting Service with Client’s password.

Privacy: It is the policy of Matogen to respect Client’s privacy. Matogen will not monitor, edit, or disclose any personal information about Client’s accounts, including hosted content, without Client’s prior consent, unless Matogen has a good faith belief that such action is necessary to: (i) comply with legal process or other legal requirements of any relevant authority; (ii) protect and defend the rights or property of Matogen; (iii) enforce the terms of a Task Order, this Agreement or these Terms and Conditions; or (iv) protect the interests of users of Matogen Hosting Services other than Client or any other person. Client acknowledges and agrees that Client’s IP address is transmitted and recorded with each message sent from the Hosting Service.

7. Invoicing and Payment

Matogen shall invoice the Client on the basis set forth in the relevant legal agreement, task order, change order or else on a time & material basis. Unless otherwise indicated on the invoice or in the legal agreement, invoices shall be payable upon receipt.

In the event of a default with respect to the payment of an invoice or any part thereof, Client shall be liable for all of Matogen’s reasonable costs, disbursements and fees, including but not limited to attorneys’ fees, incurred in the collection of any amounts due.

8. Refund policy

At Matogen we are committed to providing a service of exceptional quality and reliability. In the event you are not satisfied with your order, this section explains our refund policy. Prior to ordering, to help ensure that our service meets your requirements, please refer to our service details for comprehensive information on all features offered under each plan. To help you make the right decision, you can also contact a customer service representative to discuss your online needs.

All services are done in good faith. We generally take upfront and subsequent payments. If at any time in the service rendering process, you are not satisfied with the quality of work, you may request not to pay any further payments unless the services are rendered. By paying, you are indicating that you have inspected/tested the product or service and accept it “In Good Order”. Please validate the work with each order to ensure that the services meet your expectations, as payment is considered an implicit acceptance of services rendered.

In general, we will not refund payments on services rendered and subsequently accepted by you. No refund is made, if you have accepted any work performed to date. Your payment of billable services indicates your acceptance of quality and functionality.

Refunds are only possible if we are unable to render the services to you and this will be determined by our sole discretion.

You are not entitled to a refund of any of our services if you:

• Simply change your mind or no longer want the services;
• Realise you can’t afford the services; Found the same services at a cheaper price elsewhere;
• Choose the wrong specifications for the service;
• Knew about the particular fault prior to purchase;
• and/or Were responsible for causing the fault.

If you are entitled to a refund, you can choose between a refund, exchange or we may attempt to correct the problem for you. All refunds must be paid directly into a bank account (no cash or cheque payouts will be done).

9. Copyright

Unless specified, the Client will retain the full sole ownership of all software code and media (for example graphics, animations and video) developed by Matogen which was paid for in full. Unpaid work will remain the property of Matogen.

Any data supplied by the Client will remain the sole property of the Client.

Any database on Client’s website will remain the sole property of Client, and Matogen shall not have any rights to use this for any purposes.

For software systems to be developed by Matogen that Client plans to resell, Client must notify Matogen of intent before start of contract, because many software libraries available might have licencing limitations on the Client’s sole right and this need to be taken into account before formal agreement is concluded.

10. Email communication

Kindly note all emails sent to us or sent from us are subject to our email disclaimer.

11. Governing Law

The validity, interpretation and performance of the rights and obligations of the Client and Matogen are governed by the laws of South Africa without regard to its rules concerning conflicts of law. The parties hereto irrevocably consent to suit and submit to the jurisdiction of the courts located in the Republic of South Africa.

South African legislation requires companies to publish their policies and procedures with requests to access information by 3rd parties. In adherence to this law, Matogen’s Promotion of Access to Information Act (PAIA) Section 51 Manual can be downloaded here.