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Terms & Conditions

At Trublo, we understand the importance of setting clear terms and conditions to govern the use of our platform. Our Terms & Conditions outline the rules and guidelines for the use of our technology services. They define the relationship between Trublo and our users, establishing the rights and responsibilities of both parties.

1. Definitions

1.1.  In this Agreement, clause headings and sub-headings are for convenience and shall not be used to interpret such Agreement, unless the context clearly indicates a contrary intention. 

1.2. Any expression which denotes any gender includes the other gender. 

1.3. The following expressions shall bear the meanings assigned to them below: 

1.3.1 “Agreement” means this Agreement together with all annexes as may be amended from time to time; 

1.3.2 “Business Day” means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa;  

1.3.3 “Effective Date” means 01 January 2024; 

1.3.4 “Entity” includes any association, business, close corporation, sole propriety, company, concern, enterprise, firm, partnership, joint venture, person, trust, undertaking, voluntary association and any other similar entity; 

1.3.5 “Equipment” means any computer equipment, training equipment and/or any equipment utilized by Service Provider in the delivery of the Services; 

1.3.6 “Company” means the entity that make use of the Trublo System; 

1.3.7 “Company Representative” means the person appointed by the Company to liaise with the Service Provider on a day to day basis in respect of services provided by the Company to the Service Provider in terms of this Agreement; 

1.3.8 “Industrial Action” means any labour protest action; strike; lockout; and any general retardation of work, whether unprotected or protected by legislation and as further comprehensively defined by the South African Labour Relations Act, 66 of 1995 and other relevant regulatory legislation; 

1.3.9 "Intellectual Property" means the intellectual property rights for the Trublo platform, including all code, design elements, and database designs, which were independently designed and developed by the Service Provider at its personal expense and 

which will exclusively be retained by the Service Provider and any other computer software, material, name, concept, training material, training instruments, copyright in documents, patentable or nonpatentable inventions, discoveries and improvements, patent, trade mark, trade name, drawings, designs, operational analysis, technology and know-how or other intellectual property; 

1.3.10 “Month” means a calendar month, being one of the 12 (twelve) periods into which a year is divided; 

1.3.11 “Parties” means the Company and the Service Provider and “Party” means either Company or the Service Provider as the case may be; 

1.3.12 “Service Provider” means ESITE ONLINE SERVICES a close corporation registered under the laws of the Republic of South Africa under number 2006/078051/23, trading as TRUBLO; 

1.3.13 “Service Provider Representative” means the person appointed by the Service Provider to liaise with the Company on a day to day basis in respect of services provided by the Service Provider to the Company in terms of this Agreement; 

1.3.14 “Services” mean the services provided by the Service Provider to the Company and as described in this Agreement and in the annexes hereto; 

1.3.15 “Tax Invoice” means an invoice as defined in the Value Added Tax Act, No. 89 of 1991, as amended; 

1.3.16 “Uptime” means the availability of the Trublo platform and associated services to the Company. 

1.4. Unless the context clearly requires a different interpretation, any reference to: 

1.4.1 the singular includes the plural and vice versa; and 

1.4.2 natural persons includes juristic persons and vice versa. 

1.5. Where appropriate, meanings ascribed to defined words and expressions in clause 1.3 of this Agreement shall impose substantive obligations on the Parties. 

1.6. Words and phrases defined in the main body of this Agreement shall bear the same meanings in the annexes to this Agreement where such words or phrases are not specifically defined. 

1.7. Words and expressions defined in any sub-clause shall, for the purposes of the clause of which that sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-clause. 

1.8. If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement. 

1.9. When any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday. 

1.10. The use of the word “including” followed by a specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule (i.e. the rule that a general word or clause is restricted in meaning to the same class as the specific words which precede it) shall not be applied in the interpretation of such general wording or such specific example/s. 

1.11. The terms of this Agreement having been negotiated, the contra proferentem rule (i.e. that words should be interpreted against the stipulator) shall not be applied in the interpretation of this Agreement. 1.12.         1.12. Any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation as at the Effective Date, and as amended or substituted from time to time. 

2. Introduction

2.1. This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between the Company and the Service Provider for the provisioning of IT services required to support and sustain Trublo System. 

2.2. The Service Provider wishes to provide to the Company the Services as more fully set out in this Agreement and to formalise its business relationship by concluding a service contract with the Company that regulates all aspects of their business- and working relationship. 

3. GOALS AND OBJECTIVES 

1.1. The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent IT service support and delivery to the Customer(s) by the Service Provider(s). 

1.2. The goal of this Agreement is to obtain mutual agreement for IT service provision between the Service Provider(s) and Customer(s). 

1.3. The objectives of this Agreement are to: 

1.3.1  Provide clear reference to service ownership, accountability, roles and/or responsibilities. 

1.3.2 Present a clear, concise and measurable description of service provision to the customer. 

1.3.3 Match perceptions of expected service provision with actual service support & delivery. 

4. DURATION

4.1. This Agreement is valid from the Effective Date outlined herein and is valid until this Agreement is cancelled by mutual agreement in writing or cancelled by one of the Parties giving 1 (One) month prior notice to cancel. 

5. SERVICES PROVISION STANDARDS 

5.1. The Service Provider shall provide the Services as set out in this Agreement at the standards expected of a diligent and expert service provider. 

5.2. The Service Provider shall in all professional matters act as a faithful advisor to Company and, in so far as any of its duties are discretionary, act fairly between the Company and third parties.  

6. SERVICES

The following detailed service parameters are the responsibility of the Service Provider in the ongoing support of this Agreement: 

 

6.1. The following functionalities provided through the Trublo software system are covered by this Agreement: 

6.1.1 Web customers and sales consultant bookings. 

6.1.2 Reservations and assignment of resources. 

6.1.3 Pricing, discounts, and promotions. 

6.1.4 User and role management. 

6.1.5 Rewards calculation and free tickets. 

6.1.6 Refunds request and process. 

6.1.7 Invoices and quotations to facilitate transfer bookings. 

6.1.8 Financial and transactional reporting. 

 

6.2. Customer responsibilities and/or requirements in support of this Agreement include: 

6.2.1 payment of monthly invoices; 

6.2.2 roles and responsibilities as defined in clause 6.4 hereunder; 

6.2.3 reasonable availability of customer representatives when resolving a service related incident or request. 

 

6.3. Service Provider responsibilities and/or requirements in support of this Agreement include: 

6.3.1 Meeting response times associated with service-related incidents; 

6.3.2 Roles and responsibilities as defined in clause 6.4; 

6.3.3 Appropriate notification to the Customer for any or all scheduled maintenance. 

 

6.4. Specific roles and responsibilities of the Parties are specified below: 

1st Level Support - Customer 

  1. Dealing with all customer queries, sales, and refunds. 

  2. All system configurations including user management.

  3. Removal of ex-staff users to ensure security. 

  4. Escalation of system problems to 2nd Level Support. 

  5. Assistance in identifying information to resolve issues. 

2nd Level Support - Service Provider 

  1. Investigation of system problems escalated by 1st Level Support. 

  2. Resolving issues that impact system stability. 

  3. Releases to production. 

  4. Release notes to Customer. 

6.5. The support hours for each different role are as follows:
 

1st Level Support - Customer 

Mon - Sat 08:00 - 17:00

2nd Level Support - Service Provider 

Mon - Sun 07:00 - 19:00

6.6. Classification and Priority

Generic incident management targets can be used in lieu of the component measures described below. Commonly, incident management targets are described as set out in the table below. Although time to resolve cannot always be guaranteed due to the nature of bugs which may require further development etc., the resolve times set below are targets that this SLA aims to reach. Time to respond and time to repair will only take place during core support times. Mean time to repair (MTTR) will be the combination of response and resolve times.

Priority 1 - Critical

  • Service Affected: Critical Business Service - Total loss of the service 

  • Definition: Immediate impact affecting all Customer users. No work around can be applied until it is resolved. 

  • Time to Respond: 30 min

  • Time to Resolve: 2 hours

Priority 2 - Major

  • Service Affected: Critical Business Service - Major loss of specific function of the service  

  • Definition: Immediate impact affecting specific functionality of the service for all users. No work around can be applied until it is resolved. 

  • Time to Respond: 30 min

  • Time to Resolve: 4 hours

Priority 3 - Minor

  • Service Affected: Significant Business Service - Partial loss of specific function of the service   

  • Definition:  Medium urgency, users inconvenienced; System or application is degraded. Affect subset of users. No work around can be applied until this is resolved. 

  • Time to Respond: 2 hours

  • Time to Resolve: 8 hours

Priority 4 - Trivial

  • Service Affected: Minor loss of specific service function or intermittent failures    

  • Definition:  Low impact on users, workaround can be applied until this is resolved. 

  • Time to Respond: 8 hours

  • Time to Resolve: 16 hours

7. SERVICE AVAILABILITY   

7.1. Uptime guarantee 

7.1.1 The Service Provider guarantees a minimum Uptime of 99.999% for its services. 

7.1.2 Uptime is calculated on a monthly basis and excludes any planned maintenance windows or Force Majeure events. 

7.2. Service Credits 

7.2.1 If the Service Provider fails to meet the uptime guarantee as specified in clause 7.1.1 above, the Company may be eligible to receive service credits as compensation. 

7.2.2 The service credits will be calculated based on the following schedule: 

  • Uptime between 99.0% to 99.999% 

    • ​5% of the monthly service fee credited 

  • ​Uptime between 98.0% to 98.9% 

    • ​10% of the monthly service fee credited 

  • ​Uptime below 98.0% 

    • ​20% of the monthly service fee credited 

7.2.3 The service credits, if eligible, will be applied at the Service Provider’s discretion, to the Company’s account for future billing periods. Service credits shall not be refundable or exchangeable for cash. 

7.3 Exclusions

7.3.1 The following events will be excluded from the Uptime calculation and will not be eligible for service credits: 

7.3.1.1  Scheduled maintenance windows, which will be communicated to the Company in advance (with at least 48 (Forty Eight) hours notice, whenever necessary possible) and scheduled during low-usage periods. 

7.3.1.2 Force Majeure events beyond the Service Provider’s reasonable control, including but not limited to natural disasters, acts or terrorism, government regulations and network or hardware failures beyond the Service Provider’s data centres. 

7.4 Reporting and claim process 

7.4.1 To claim service credits under this SLA, the Company must promptly notify the Service Provider in writing 72 (Seventy-Two) hours of experiencing a service outage. 

7.4.2 The above mentioned notification should include relevant details such as the date, time and duration of the incident. 

7.4.3 The Service Provider will review the claim and determine its eligibility. 

7.5 Limitations

7.5.1 The total service credits provided in any given month shall not exceed 50% (Fifty percent) of the monthly service fee.  

7.5.2 The service credits provided under this SLA shall be the sole and exclusive remedy for any downtime or unavailability of the services of the Service Provider. 

8. SERVICE PROVIDER OBLIGATIONS 

8.1 Without derogating from the generality of clause 6, the performance of the Services by the Service Provider to the Company shall be dependent upon the Service Provider meeting all requirements prescribed by the Company. 

 

8.2 In addition to the above, the performance of the Services by the Service Provider to the Company shall be further dependent upon, and the Service Provider agrees to abide by the POPIA (Protection of Personal Information Act) rules and regulations as amended from time to time and to the extent that it is reasonably practical, the Service Provider shall comply with the provisions of the Act insofar as it is applicable. Should the Service Provider fail to comply with any of the said POPI requirements, the Company shall be entitled to terminate the Services in this Agreement or postpone the Services until such time as compliance is established to the satisfaction of the Company. 

9. FEES AND REMUNERATION  

9.1 Any amounts due by the Company to the Service Provider in terms of this Agreement shall be paid by the Company to the Service Provider on the due date every month. 

 

9.2 Should any dispute arise relating to the amount of the charges to which the Service Provider is entitled, such dispute shall be determined in accordance with the dispute resolution clause provided for in clause 14 of this Agreement. 

10. STATUS OF SERVICES

10.1 Nothing contained in this Agreement or otherwise shall authorize, empower or constitute the Service Provider as an agent of the Company in any manner; authorize or empower the Service Provider to assume or create an obligation or responsibility whatsoever, express or implied, on behalf of or in the name of the Company; or authorize or empower the Service Provider to bind the Company in any manner or make any representation, warranty, covenant, agreement or commitment on behalf of the Company. 

 

10.2 This Agreement is for the delivery of the Service Provider’s Services as specified under this Agreement and nothing in this Agreement shall be deemed or construed to create, or have been intended to create, a partnership, joint venture, employment, franchise, agency or other similar relationship between the Parties hereto. In furtherance of and without limiting the foregoing, the Service Provider shall not hold itself out to be the Company and the Service Provider is not and shall not hold itself out to be or be deemed to be the legal representative or agent of the Company, for any purpose whatsoever; and the Service Provider shall not act or bind the Company in any way or represent that the Company is in any way responsible for the Service Provider' acts or omissions. 

11. TERMINATION AND BREACH OF AGREEMENT 

11.1 This Agreement will commence on the Effective Date and remain in full force and effect for the duration of the Agreement subject to the Company’s right of termination. 

11.2 The Service Provider may terminate this Agreement by giving 30 (thirty) calendar days’ notice to the Company, provided that nothing shall preclude either Party from terminating this Agreement summarily for any cause recognized in law as sufficient. 

11.3 The Company may summarily terminate this Agreement if the Service 

Provider is liquidated, whether provisionally or finally; has an execution levied against its assets; is investigated or found guilty by any official prosecution/investigative authority in regards to fraud or dishonesty or any criminal act and/or civil liability. 

11.4 The Company may, by 24 (Twenty Four) hours written notice of termination to the Service Provider, terminate this Agreement and claim damages or elect to enforce this Agreement if, in Company’s sole discretion, the Service Provider: 

11.4.1 has abandoned this Agreement or breached a material term or condition of this Agreement; 

11.4.2 has breached any other term of condition of this Agreement and has failed to remedy the breach within a period of 2 (Two) days after receiving written notice of the breach from the Company; 

11.4.3 has persistently or flagrantly neglected to carry out its obligations under this Agreement; 

11.4.4 has committed an act of gross negligence or incompetence; or 

11.4.5 has assigned this Agreement or any part thereof without the consent in writing of the Company. 

11.5 Should this Agreement be terminated by mutual agreement between the Company and the Service Provider, the obligations of the Company shall be limited to the payment of such amounts of work done by the Service Provider, and failing such agreement shall not exceed such amounts as may be due and payable for Services rendered in compliance with this Agreement, up to the date that this Agreement is terminated. 

11.6 The Company’s termination of this Agreement or any claim of immediate, specific performance of all of the Service Provider’s obligations under this Agreement shall be without prejudice to the Company’s right to claim damages or cancel the Agreement. 

12. WARRANTIES, INDEMNITIES AND LIMITATION OF LIABILITY  

12.1 The Service Provider shall exercise all reasonable skill, care and diligence in the execution of the Services and shall carry out all its obligations in accordance with international professional standards. The Service Provider shall in all professional matters act as a faithful advisor to the Company and, in so far as any of its duties are discretionary, act fairly between the Company and third parties. 

12.2 The Service Provider hereby accepts liability for and indemnifies and holds the Company harmless against all claims, demands, fines, penalties, actions, proceedings, judgments, damages, losses, costs, expenses, or other liabilities, caused whether negligently or otherwise, by the non-compliance of the Service Provider and/or its employees of their duties and obligations under this Agreement, in delict for breach of statutory duty or otherwise. 

12.3 The Company shall not be liable for any losses, damages, costs, claims and demands which the Service Provider may incur or sustain whilst carrying out or providing the tasks contemplated in this Agreement. 

13. FORCE MAJEURE 

13.1 If any Party is prevented or delayed in performing any obligation under this Agreement for any reason beyond the reasonable control of that Party, then that Party shall be excused from performing or timeously performing that particular obligation for the duration of that prevention or delay. 

13.2 Any Party so prevented or delayed shall inform the other in writing of that prevention or delay as soon as reasonably possible after the circumstances causing such prevention or delay has arisen. 

13.3 The Parties shall do everything reasonably possible to prevent, avoid or limit the duration or effects of any such prevention or delay. Upon termination of the circumstances giving rise to any such prevention or delay, the Party so prevented or delayed shall forthwith give written notice to the other Party. 

13.4 While any such prevention or delay continues, the Parties shall continue to comply with their obligations under this Agreement which are not affected by it, to the extent that they are able lawfully to do so, subject to the right of the other Party not prevented from continuing with all its obligations under this Agreement to cancel this Agreement by giving written notice of such termination to the other Party. 

13.5 For the purpose of this Agreement “Force Majeure” shall mean any circumstances beyond the reasonable control of the Party concerned and shall include but not be limited to: 

13.5.1  the inconsistent and/or inadequate supply of electricity by the official South African energy supplying body; 

13.5.2  war, revolution, riots, mob violence, sabotage, epidemics, accidents, breakdown of machinery or facilities where such are not part of a Party’s equipment or under a Party’s control; 

13.5.3  Industrial Action by workers, agents or employees; 

13.5.4  earthquakes, floods, fires or other natural physical disasters. 

13.6 The mere shortage of labour, materials or utilities shall not constitute Force Majeure unless caused by circumstances, which are themselves, Force Majeure.  

14. ARBITRATION 

14.1 In the event of any dispute or difference arising between the Parties out of, or in relation to, or in connection with this Agreement, or the interpretation thereof, or its termination, both while in force and after its termination, the Party claiming such dispute or difference shall, subject to any of its rights as per clause 6.4, forthwith advise the other in writing thereof. The dispute shall be referred to the applicable authorities of the Service Provider and the Company who shall within 14 (Fourteen) days of receipt of such notice, meet and negotiate in good faith in order to resolve such dispute or difference. Should the Parties fail to resolve such dispute or difference within 14 (Fourteen) days of their first meeting or such longer period as the Parties may agree, any Party may refer such dispute or difference to arbitration in accordance with the provisions of the Arbitration Act, Act No 42 of 1965, as amended and as amplified or limited by this clause. 

14.2 Any Party may demand that a dispute be referred to arbitration by giving written notice to that effect to the other Party. 

14.3 This clause shall not preclude any Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator. 

14.4     The arbitration shall be held: 

14.4.1 In Johannesburg in the English language; 

14.4.2 Immediately in an informal manner on such basis as the arbitrator may determine with a view to it being completed within 90 (ninety) days after it is demanded. 

14.4.3 The Parties irrevocably agree that the decision in arbitration proceedings: 

14.4.3.1      shall be final and binding upon the Parties; 

14.4.3.2      shall be carried into effect; and 

14.4.3.3      may be made an order of any court of competent jurisdiction. 

14.5 This clause is severable from the rest of this Agreement and will remain valid and binding on the Parties notwithstanding any termination of this Agreement. 

 

15. SEVERABILITY  

Each of the provisions of this Agreement shall be considered as separate terms and conditions and in the event that, this Agreement is affected by legislation or any amendment thereto, or if the provision herein contained are by virtue of that legislation or otherwise, held to be illegal, invalid, prohibited or unenforceable, than any such provisions shall be ineffective only to the extent of the illegality, prohibition or unenforceability and each of the remaining provisions thereof shall remain in full force and effect as if the illegal, invalid, prohibited or unenforceable provision was not a part thereof. 

 

16. ENTIRE AGREEMENT  

This Agreement constitutes the entire contract between the Parties with regard to the matters dealt with in this Agreement and no representations, terms, conditions or warranties not contained in this Agreement will be binding on the Parties. 

 

17. INDULGENCES   

No indulgences granted by the Company shall constitute a waiver of any of its rights under this Agreement. Accordingly the Company will not be precluded as a consequence of having granted such indulgence, from exercising any rights against the Service Provider which may have arisen in the past or which may arise in the future. 

 

18. GOVERNING LAW   

Notwithstanding the place of signature, this Agreement will be construed, executed and delivered in accordance with the laws prevailing in the Republic of South Africa

 

19. CESSION AND ASSIGNMENT 

The Service Provider shall not be entitled to cede and assign its rights and obligations in terms of this Agreement without the written consent of the Company. 

 

20. CONTROLLING LANGUAGE 

The original of this Agreement has been drafted and executed in the English language. This Agreement may be translated into any other language, but only this Agreement in the English language version shall be deemed the original document. If any conflict arises between the English version and any version in any other language into which this Agreement has been translated, the English language version shall have the controlling authority. 

 

21. INDEPENDENT LEGAL ADVICE  

Each of the Parties hereby respectively agrees and acknowledges that: 

21.1 it has been free to secure independent legal advice as to the nature and effect of each provision of this Agreement and that it has either taken such independent legal advice or has dispensed with the necessity of doing so; and 

 

21.2 each provision of this Agreement (and each provision of the Annexes) is fair and reasonable in all the circumstances and is part 

 

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