Terms and Conditions
- These Terms of Service (“Terms”) apply to the access and use of the services offered by DIGITAL ZOO (PTY) LTD (“the Company”), web hosting, search engine optimisation (SEO), design services or bulk e-mail services (collectively, the “Service”) of DIGITAL ZOO (PTY) LTD (“DIGITAL ZOO”, “we”, “us”, or “our”).
The terms and conditions which follow are necessary to ensure that we may continue to provide the best possible service to you, whilst at the same time satisfying our legal and ethical responsibilities. Failure to follow any term or condition will be grounds for immediate account deactivation without notice. Digital Zoo will be the sole arbiter as to what constitutes a violation of any of these provisions.
Digital Zoo reserves the right to add, delete, or modify any provision of these Terms and Conditions at any time without notice.
- Clients are required to provide DIGITAL ZOO with the following necessary documentation:
- Copy of the client’s identity document.
- Proof of Payment, as per the invoice provided to the client when services have been completed.
- To continue with the services, as more fully described above, the client is required to commit and sign an agreement for a period of at least 1 (ONE) year. The client will be invoiced a fee according to the approved proposal per month alternatively, on the basis of DIGITAL ZOO rendering an invoice per month for work completed. The commencement date shall be from the date of signature of this agreement. The fee above is the standard service fee of DIGITAL ZOO. Should the client wish to terminate the services as agreed upon in this agreement, and in accordance with the Consumer Protection Act, the client shall be liable for a reasonable cancellation fee. Such cancellation fee will be determined based on the remainder of the term of this agreement, and will be provided to the client, should termination occur.
- Business Hours:
E-mail Support is available Monday to Friday from 08:00am to 5:00pm Excluding Public Holidays.
Phone Support is available from Monday to Friday from 08:00am to 5:00pm Excluding Public Holidays.
Digital Zoo’s target response time to technical support requests is four hours. The response time depends on the complexity of the enquiry and current support request volumes.
Out of Business Hours:
E-mail Support can be submitted but will be actioned the next business day.
Phone Support Digital Zoo will endeavour to respond to critical issues when they arise.
Clients who request services to be completed outside of business hours, will be charged at R950 (excl. VAT) per hour (minimum 1 hour) unless it is a technical issue at Digital Zoo.
- “Business Day” means any day other than a Saturday, Sunday, or any public holiday within the Republic of South Africa.
- “Contract” means these Terms and Conditions, the accepted quotation, and the contract.
- “Final Account” means the document issued by DIGITAL ZOO to the client at the end of each calendar month detailing outstanding balances payable by the client to DIGITAL ZOO.
- “Terms and Conditions” means this document.
- “Client” refers to the person, individual or company (or other legal person) making the booking.
- “Agent” refers to a professional conference/event organiser (“PCO”) who acts and manages the booking for and on behalf of the client.
3. COMMENCEMENT AND DURATION:
- This Agreement shall commence on the date of the signed and approved proposal and shall endure for an uninterrupted period until the end of the current financial year.
- The client shall have the option to renew this Agreement for a further period of 24 (twenty-four) months, provided that the client gives the company notice in writing of its intention to so exercise this option, 1 (one) calendar months prior to the expiry date of the initial period.
- Should the client elect to not renew this Agreement the client shall, in writing, inform the company 1 (one) calendar months prior to the expiry of the initial period of its intention to not renew this Agreement.
- Should the company wish to cancel this Agreement, at any time of this agreed period, the Company shall provide the Client with 1 (one) calendar months’ notice in writing of its intention.
- Should the client exercise its option as provided for, then this Agreement shall be renewed on the same terms and conditions, save that the monthly fee payable by the client to the company shall be an amount equivalent to that payable in the final month of the initial period but escalated by 10%, or as agreed upon between parties.
- The monthly fee is payable, on or before the last day of each month, pre-paying for the next month.
- The amount payable will be deducted by form of an automated debit order.
- The fee shall be payable monthly in advance, on or before the last day of each month, without deduction or set-off for any reason whatsoever, into the company’s designated bank account, as indicated by the company.
- For Projects, the following will be applicable:
- 50% of the quoted amount is payable for any project that requires a deposit.
- By paying this deposit you acknowledge liability for the payment of the remained of the quoted amount on finalisation of the quoted project plan.
- Service will commence once the deposit was received.
- Finalised projects will only be published once the remainder of the quoted amount was received.
- Unless explicitly quoted and invoiced as such, Digital Zoo will not be held liable for the content of your website. Not only does this include the actual content but also adding it to your site. It remains the responsibility of the client to create and publish their own content. As an exception, Digital Zoo may quote the client to load the content of the site.
- Digital Zoo will not provide development-related support for web applications, scripts or components from third-parties, or those developed by you, unless otherwise agreed upon between Digital Zoo and you or after written confirmation of acceptance of a separate quotation for such project.
- For Subscription Services, the following will be applicable:
- Annual Subscription fees are payable in advance.
- Monthly Subscription fees are payable on the 1st of each month.
- Service will be interrupted on accounts that reach 4 (four) days past due.
- Digital Zoo may temporarily deny service or terminate this Agreement upon failure of you to pay charges when due.
- Unpaid Subscription Services will be removed from our servers, 14 (fourteen) days past due. No backups of these Subscription Services will be available after removal.
- It remains your responsibility to make backups before initiating cancellation or migration procedures.
- Digital Zoo may at times, with reasonable notice to customers, revise or amend its current subscriptions, shared and dedicated hosting offerings relating to price, features, traffic allocations and disk sizes.
- Digital Zoo makes use of various payment methods, amongst others, EFT, Debit and Credit Cards and Debit Orders. It is the responsibility of the Client to use the correct nominated Digital Zoo bank account and payment reference.
- Should you choose the 24-month contract, we require that you complete our online debit order form that will enable us to deduct the monies directly from the bank account you provided. You acknowledge liability for the payment of the entire contract fee.
5. WEBSITE AVAILABILITY
- Objective: Digital Zoo aims to achieve 100% Website Availability for all customers.
- Remedy: Except under the conditions mentioned in the section below, if the Website Availability of customer’s Website is less than 100%, Digital Zoo will issue a credit to You according to the following table:
|Total Downtime||Credit Percentage|
99.5% to 100%
0 to 3 hours 36 minutes
98% to 99.5%
3 hours 36 minutes to 14 hours 24 minutes
95% to 97.9%
14 hours 24 minutes to 36 hours
90% to 94.9%
36 hours to 72 hours
89% or below
more than 72 hours
- The credit will be calculated based on the monthly service charge for the affected Services, but You will not receive any credits under this TC in connection with any failure or deficiency of Website Availability caused by or associated with:
- circumstances beyond Digital Zoo’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labour disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, ecommerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this TCA;
- failure of access circuits to the Digital Zoo’s Network or it’s upstream providers, unless Digital Zoo solely cause such failure;
- scheduled maintenance and emergency maintenance and upgrades;
- DNS issues outside the direct control of Digital Zoo;
- issues with FTP, POP, IMAP, or SMTP customer access;
- false TCA breaches reported as a result of outages or errors of any Digital Zoo’s measurement system;
- customer’s acts or omissions (or acts or omissions of others engaged or authorized by customer), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP, etc), any negligence, wilful misconduct, or use of the Services in breach of Digital Zoo’s Terms and Conditions;
- e-mail or webmail delivery and transmission;
- DNS (Domain Name Server) Propagation.
- outages elsewhere on the Internet that hinder access to your account. Digital Zoo is not responsible for browser or DNS caching that may make your site appear inaccessible when others can still access it. Digital Zoo will guarantee only those areas considered under the control of Digital Zoo those are; Digital Zoo server links to the Internet, and Digital Zoo’s servers.
- Please note: Server downtime is not recorded and no credit is issued during scheduled or emergency system maintenance. Outages caused by the actions beyond Digital Zoo’s control including, but not limited to DoS attacks or other forms of intrusion are excluded from the uptime/downtime calculations.
- To guarantee optimal performance of the hosting infrastructure, it is necessary for Digital Zoo to perform routine maintenance on the servers. Such maintenance often requires taking Digital Zoo web and email servers off-line, typically performed during off-peak hours. Digital Zoo will give you advance notice of maintenance requiring the servers to be taken off-line whenever possible. Digital Zoo reserves one hour of Service unavailability per month for maintenance purposes.
- Such unavailability is not included nor taken into account in the Website Availability calculation.
6. CREDIT REQUEST AND PAYMENT PROCEDURES
- To claim a credit as contemplated in paragraph 5, send an e-mail request to firstname.lastname@example.org. You must provide your Account ID and all dates and times of server or network unavailability.
- If the unavailability is confirmed by Digital Zoo, credits will be applied within two billing cycles after Digital Zoo’s receipt of customer’s credit request. Credits are not refundable and can be used only towards future billing charges.
- Notwithstanding anything to the contrary herein, the total amount credited to customer in a particular month under this Agreement shall not exceed the total project and service fee paid by the Client for such month or project quote. Credits are exclusive of any applicable taxes charged to the Client or collected by Digital Zoo.
- Credits are the Client’s sole and exclusive remedy with respect to any failure or deficiency in the Website Availability as contemplated in paragraph 5.
7. MAINTENANCE PROCEDURE
- Digital Zoo will do its best to announce on its website any scheduled maintenance at least 24 hours prior to the scheduled maintenance.
- Digital Zoo reserves the right to perform emergency maintenance without any prior notification, should it be deemed necessary to protect and maintain the security and integrity of the Service.
8. CLIENT AREA
- Digital Zoo provides an administrative dashboard to enable the Client to self-manage your services at any time. This dashboard is currently published at https://clients.digitalzoo.com/index.php?rp=/login
- The dashboard is constantly changing to allow for more functionality. In its current form supports the ability to manage hosting, domains, websites, SEO and bulk e-mail campaigns. By logging into this administrative dashboard, the Client accepts responsibility for the Clients account details and that the login credential is kept secret.
9. WEBSITE EXPORT
- The Client has the option to export the Client’s site to another hosting platform. Digital Zoo will provide the Client with a .zip file containing the editor preview HTML, CSS, and images of the site in a format that can be installed on the Client’s external web server.
- The .zip file Digital Zoo provides to the Client will contain the editor preview HTML, CSS, and images of the site that it formatted to be installed on web servers and will work without needing the website editor. Since Digital Zoo uses dynamic serving content by device, Digital Zoo will generate three folders of HTML/CSS – one for each device.
- Digital Zoo will not continue to track exported site stats since events tracking of the sites impressions and events will be removed, however Google Analytics will remain if installed. Dynamic features, such as personalization, contact forms, and other features will stop working and not be available on the site. All tracking will remain on the site on our platform, but not on the exported site.
- Keep in mind that the Client will not be able to make edits to the exported site using the website builder (after exporting onto the Clients own server), the Client will need to make additional edits through the HTML and CSS.
- Features not included in export (some widgets and features will not be available in the .zip file export:
- Store: The store will not export into the Client’s .zip file, but the Client can export your products into a .csv file through the store control panel.
- Blog: The blog will not export in the HTML of the Client’s site, but it will be available in the .rss file.
- 404 page: The 404 page will not be exported.
- Password Protected Page feature: The password protected pages feature will not be exported, however the pages will be exported.
- Personalization triggers: Rows and popups created personalization rules will be exported, however the triggers associated with these rules will not be exported.
- MapBox UI: Maps will not use MapBox to display location data on the Client’s exported site. Instead, exported maps will use OpenStreetMap to display locations previously set trough MapBox.
- Features that appear but will not work in export:
- Some features will appear on the exported website; however they will not work on the site: OpenTable widget and E-mail option in the Share widget.
- FAQs about the export:
- Will Digital Zoo be able to assist with updates and installation on other servers? Unfortunately not. We take great care to make sure our Dashboard is always up to date and complies with the latest technology. Because the website will not be on Digital Zoo’s platform, Digital Zoo will not be able to render this service.
- Will custom widgets work on my exported site? Custom widgets that are already placed in the site will be exported.
- Will paid images work on the Client’s exported site? Paid images that are already placed on the site will be exported.
- What can the Client not do with the deliverable of the export tool? After the Client has exported the site, the Client is not allowed to un-minify the JS/CSS. You also cannot copy Digital Zoo’s template designs and sell them.
- Does the export tool export the desktop site or all three views? Since Digital Zoo uses dynamic serving of content by device, Digital Zoo will generate three folders of HTML/CSS – one for each device.
- Will all the Client’s images be optimized? Digital Zoo will only export the images the Client has used on the desktop site. Digital Zoo will not export every optimized image size (images that appear on tablet and mobile will not be optimized for those views).
- Does the export tool export the latest version of the Client’s live site or the site in my editor? The export tool will export the live version of the site.
- The company shall not be held responsible for damages and/or loss as a result of the services rendered by DIGITAL ZOO, and the client hereby indemnifies the company against all claims out of:
- Any interruption on any service supplied to the Client;
- Any loss or damage to the person or property as a result of the Company’s services offered;
- Any claims, damages or action instituted against the Client as a result of the services offered by DIGITAL ZOO.
- The company shall be entitled, without prejudice to its other or accrued rights, to cancel this Agreement forthwith in the event that:
- The client fails to pay the fee or any other amount due in terms of this Agreement on due date;
- The client breaches any of the other terms and conditions hereof, all of which are material, and fails to remedy same within 7 (seven) days from the date of receipt of written notice calling upon it to rectify such breach;
- The client commits an act of insolvency;
- There is a transfer of the shareholding or members’ interest in the client (if applicable) without the company’s prior written consent thereto;
- The client, being an individual, dies;
- The client, being a partnership, dissolves.
- In the event of the Client failing to inform the Company of its intention to terminate the services of the company, the Client shall remain responsible for the fees payable until such termination is accepted by the Client.
- Should the client fail to make payment of any fee or other amount payable to the company in terms of this Agreement on due date, the company shall be entitled, without prejudice to its rights, to charge interest on such amounts at a rate of 2% above the prime lending rate from time to time of the Standard Repo Rate of South African Reserve Bank.
- Either party to this Agreement has the right to terminate this Agreement by giving 30 (THIRTY) business days’ written notice. This Agreement shall be valid for a period of 1 year (12 months), whereafter the Agreement shall run on a month-to-month basis, unless the client has elected the 24 (TWENTY-FOUR) month option.
- DIGITAL ZOO has the right to charge a reasonable cancellation fee should the Client elect to terminate this Agreement before the 1 (ONE) year period has lapsed. The notice month’s subscription fee must be paid.
- Should the client elect to renew this Agreement, the client shall inform the company in writing as more fully described in paragraph 1 above.
- In the event that the Client cancels or causes any delay of more than 60 (sixty) calendar days, (e.g. failure to provide sufficient content relevant to the Service after requested by Digital Zoo), or failure to pay the remainder of the quoted amount within 7 (seven) calendar days from due date, for any project that requires a deposit, the following will be applicable:
- Digital Zoo retains the amount of any advance deposit made for your project;
- An invoice for all work completed up to the date of written notification, including expenses not exceeding the original quoted price;
- All finalised work will be stored for 30 (thirty) calendar days after which it will be deleted permanently from our servers without any recourse to recover or restore.
- In an event of such permanent deletion, all agreements between the parties become null and void with Digital Zoo reserving all rights.
- In the event that you cancel your monthly or annual subscription services for any reason, the following will be applicable:
- 1 (one) calendar months’ notice must be given in writing;
- The notice month subscription fee must be paid;
- All Subscription Services will be terminated on the last day of the notice month;
- Prematurely cancelling Annual Subscription Services will result that you forfeit, to Digital Zoo, all remaining annual fees paid in advance.
14. CAPACITY OF PARTIES
- the client be a company, close corporation, trust or a principal represented herein by an agent, the person/s signing this offer on behalf of the client hereby binds himself/themselves in favour of the company as surety for, and co-principal debtor with, the client for the due and proper discharge of all of the tenant obligations arising from this agreement.
- this Agreement be signed by a person acting in his capacity as a trustee for a company or close corporation to be formed, such person in his personal capacity shall be personally liable as client under this Agreement unless the company or close corporation is formed and fully adopts and ratifies the terms of this Agreement within 30 (THIRTY) days of acceptance hereof by the company and:
- shall until the proposed company or closed corporation is formed and fully adopts and verifies this Agreement, be and have the rights and obligations of the client hereunder; and
- nevertheless, binds himself by his signature hereto as surety and co-principal debtor in solidum, jointly and severally with such company or close corporation in favour of the Company, for the due fulfilment of all the obligations of such company or close corporation arising here from.
- the client consists of more than 1 (ONE) person or party, their liability to the company in terms of this lease shall be in solidum.
15. DOMICILIUM CITANDI ET EXECUTANDI
- The client chooses its domicilium citandi et executandi to be: Physical Address registered on Digital Zoo’s Billing System.
E-mail Address: Contact email address registered on Digital Zoo’s Billing System
- The company chooses its domicilium citandi et executandi to be:
22 Nyala Place,
Buffalo Creek, The Wilds
Pretoria, South Africa
E-mail Address: email@example.com
- Any notice delivered by one party to the other at the addressee’s domicilium citandi et executandi, shall be deemed to have been received by the addressee on the date of the delivery.
16. INTELLECTUAL PROPERTY RIGHTS
- The Client hereby assigns to the Company all rights, including, without limitation, copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, Confidential Information or trade secrets:
- Developed or created by the Client, solely or jointly with others, during the course of performing work for or on behalf of the Company or any affiliate of the Company, or the predecessors of any such entities;
- That the Client conceives, develops, discovers or makes in whole or in part during the Client contract by the Company that relate to the business of the Company or any affiliate of the Company or the actual or demonstrably anticipated research or development of the Company or any affiliate of the Company;
- that the Client conceives, develops, discovers, or makes in whole or in part during or after the Consultant’s duration of contract by the Company that are made through the use of any equipment, facilities, supplies, trade secrets or time of the Company or any affiliate of the Company or that results from any work the Client performs for the Company or any affiliate of the Company; or
- developed or created by the Client, solely or jointly with other, at any time before the contract period, that relate to or involve the Company’s business (including but not limited to, the business of the Company group, collectively “the work product”) without limiting the foregoing, to the extent possible, all software, compilations and other original works or authorship. If, notwithstanding the foregoing, the Client, for any reason, retains any right, title or interest in or relating to any work product, the Client agrees promptly to assign, in writing and without any requirement of any further consideration, all such right, title, and interest to the Company. Upon request of the Company at any time during or after the contract period, the Client will take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to evidence, perfect, record or otherwise give full and proper effect to any assignments of right under or pursuant to the Agreement.
- The Client acknowledges and agrees that in the event of any third-party claims, the Company will not be held liable.
In terms of Section 21 (1)(a) of the Copyright Act, ownership of a copyright shall vest in the author. The definition of an ‘author’ in the Act includes an author in relation to documents and/or statements.
18. SCOPE OF SERVICES
The scope of services for the Company includes, but is not limited to:
- Technical Support
- Web Hosting
- Search Engine Optimisation (SEO)
- Design Services
- Bulk E-mail Services
- Phone Support
In the event of any failure of the services to conform to any applicable warranty, the client may notify DIGITAL ZOO, and DIGITAL ZOO will attend to the request, to the maximum extent permitted by applicable law. The client also acknowledges and agrees that to the extent that there are any applicable warranties, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty, such will be the sole responsibility of DIGITAL ZOO. However, the client understands and agrees that, in accordance with these Terms, DIGITAL ZOO shall disclose all warranties of any kind with respect to the services, and therefore, there are no warranties applicable to the services, except those implied by law.
- This Agreement constitutes the entire Agreement between the parties and no variation, amendment or cancellation hereof shall be of any force or effect unless reduced to writing and signed by all parties.
- Any latitude, relaxation, indulgence or extension of time which may be allowed by the company in respect of any matter or thing that the client is bound to perform or observe in terms of this Agreement, shall not under any circumstances be deemed to be a waiver of the company’s rights at any time. The company is entitled, without notice, to require strict and punctual compliance with each and every provision or term herein.
- In this Agreement, words importing the singular shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words importing business shall include corporate bodies.
- The client acknowledges that this offer and its consequences have been explained and that it is fully aware of all the implications hereof.
- The company gives no warranty and makes no representations in regard to the premises nor does the company warrant that the premises will be fit for any purpose and the client acknowledges having inspected the premises prior to taking occupation thereof.
- In the event that the company takes legal action against the client because of a breach by the client of its obligations in terms of this Agreement, the client shall be liable for all legal costs incurred by the company on the scale as between attorney and client including, without limitation, collection fees, tracing fees and fees of council as on brief.
- The company shall, at its election, be entitled to institute action out of any Magistrate’s Court exercising jurisdiction over the client’s person, notwithstanding that the amount of its claim would otherwise have exceeded the jurisdiction of the court.
- The client hereby authorizes the company to furnish credit information concerning the client from any credit bureau or from any credit provided seeking trade references, in order for the company to conduct a credit assessment or affordability assessment in respect of the client, should the company wish.
21. LIMITATION OF LIABILITY
DIGITAL ZOO nor any of their direct or indirect affiliates, partners, members, employees or agents shall not be liable for any losses or damages which a client may suffer, regardless of how such losses or damages arise, unless the claims are directly attributable to fraud, dishonesty or gross negligence of DIGITAL ZOO or its employees acting in the course and scope of their employment. DIGITAL ZOO is under no circumstances responsible for any indirect, special, or consequential losses or damages.
Neither DIGITAL ZOO nor any of their direct or indirect affiliates, partners, members, employees or agents shall be liable to the user or its affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of services contemplated by these terms and conditions, unless such loss, liability, damage or expense shall be proven to result directly from DIGITAL ZOO or any of their direct or indirect affiliates, partners, members, employees or agents wilful misconduct.
DIGITAL ZOO shall not be held liable for any injury or sickness incurred by any user and the client expressly agrees that he/she will not hold DIGITAL ZOO nor any of their direct or indirect affiliates, partners, members, employees or agents liable for any medical accounts or any other accounts as a result of injury or sickness incurred by the user unless such injury or sickness shall be proven to result directly from DIGITAL ZOO or any of their direct or indirect affiliates, partners, members, employees or agents wilful misconduct.
To the extent that it is not prohibited by law, in no event will DIGITAL ZOO, or its agents, vendors, guide locations, partners or affiliates be liable to the client or any third-party for any direct, incidental, special, indirect, consequential, exemplary, or punitive damages whatsoever including, but not limited to, damages for loss of property, physical losses, death or any other damages or losses, arising out of or related to these terms.
The service, and/or third-party services or materials, however caused, regardless of the theory of liability (contract, warranty, tort), including negligence, whether active, passive, or imputed, product liability, strict liability or other theory and in the event that DIGITAL ZOO has been advised of the possibility of such damages.
THE CLIENT HEREBY AGREES TO ALL THE ABOVE TERMS AND CONDITIONS FORMING PART OF THE AGREEMENT, WHICH SHALL CONSTITUTE A BINDING AGREEMENT ONCE ACCEPTED BY THE COMPANY. THE CLIENT CONFIRMS THAT IT IS DULY AUTHORISED TO SIGN THIS OFFER IN ITS DESIGNATED CAPACITY AND TO BIND THE CLIENT AS PER THIS AGREEMENT. THE CLIENT ALSO AGREES AND ACKNOWLEDGES THAT THE ABOVE TERMS AND CONDITIONS FORMING PART OF THIS AGREEMENT WAS EXPLICITLY AND IN DETAIL EXPLAINED TO HIM AND THAT HE UNDERSTANDS THE CONTENTS THEREOF.