TERMS AND CONDITIONS
1) License-to-use for Itensity Online Package - Professional
The License-to-use option is payable monthly in advance for the duration that the Client is using the system. No contract term is required. The monthly payment amount is calculated on a tiered basis depending on the number of active members on the Client’s system. One license is required per physical site, but may be run on multiple PC's within the site. The monthly license amount includes upgrades and 25 hours of free telephonic support per site per annum.
The license-to-use fee will escalate annually in February of each year at a market-related rate guided by the average CPI rate.
2) Member Accounts, Passwords and Security.
If you register on the Website or otherwise become a Member, you will be required to choose one or more passwords and provide your email address, and you may be asked for additional information regarding your account(s). You are responsible for maintaining the confidentiality of the password(s) and account(s) information, and are fully responsible for all activities that occur under your password(s) or account(s). You agree to (a) immediately notify us (by e‐mail to info@itensityonline.com, or call us at 0832761657 (9:00 a.m. to 5:00 p.m. GMT +2:00) of any unauthorized use of your password(s) or account(s) or any other breach of security, and (b) ensure that you log out from your account(s) at the end of each session. Itensity is not liable for any loss or damage arising from your failure to comply with this Section.
3) User Content.
You acknowledge, consent and agree that Itensity may access, use, preserve and disclose your account(s) information, including, but not limited to, any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (collectively “Content”) you have posted or made available through our Website (together with your Registration Data ʺUser Contentʺ) if required to do so by law or in good faith believe that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third parties; (d) respond to your requests for customer service; (e) protect the rights, property or personal safety of Itensity, its Members and the public; and/or (f) otherwise provide you with access to and use of the Service.
By submitting User Content of any kind, you agree that you have the right to submit such User Content and that such User Content does not infringe or violate any privacy or other rights of any party. You further agree that you will not upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, the Service or the Website and that you will be solely responsible for all User Content that you submit to the Site, including the consequences of posting or publishing such User Content. It is strictly prohibited to upload User Content of any kind that contains expressions of hate, abuse, offensive images or conduct, obscenity, pornography, or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with these Terms. Without limiting the foregoing, you acknowledge and agree that all User Content is subject to our Privacy Policy described below.
4) Telephone / Dialup Support
Included in the License-to-use option are a total of 25 hours of free telephonic support per site per annum. Thereafter telephonic support will be billed at our applicable hourly support rates. The hours of telephone support are limited to support on Itensity Package only. Any hardware support, configuration support, networking support or support on any other software is excluded from the support agreement. Telephone calls are charged at a minimum of 15 minutes per call. This support agreement is subject to the client having a stable internet connection available at the Client. Support hour usage is tracked by Itensity and reports are available on request. Support hours expire at the end of every year (end of December), and may not be carried over to the next year
5) Support
In all instances, Itensity will first attempt to solve a problem telephonically, thereafter the Client must be able to provide a technical person or super user on the Itensity system on-site to follow the directions of the Itensity support person. If the problem cannot be solved telephonically, we will access the system remotely in order to determine the fault or investigate the query. If our physical presence on-site is required, all costs will be billed to the Client including travel, accommodation and sustenance and the hours on-site at prevailing support rates.
Please ensure that all critical system processes, such as Month Ends and Debit Orders are run on weekdays in normal office hours.
6) Support Personnel and Contacts
All support calls are to be directed to the Itensity support team, or any other person who may be nominated as competent to deal with a particular problem, on (021) 681 2900 or 087 820 4836 during office hours (9h00 to 17h00), or email: support@itensityonline.com.
As emails routed to individual Itensity team members might be missed if that person is unavailable, only support queries sent to support@itensityonline.com will be deemed to have been received under our support SLA.
7) Response Times for Support and Change Requests (SLA)
Itensity classifies problems and change requests as critical and non-critical. We define a critical problem as being any problem that will prevent debit orders from being sent out on time. All others are non-critical, but will be handled preferentially for clients on a support agreement.
Critical problems will receive an urgent response from Itensity. In this regard we will respond as soon as we receive a critical callout or request, to ascertain the nature of the problem. It is the Client’s responsibility to identify the problem as critical in any message left for Itensity so that we are aware of the urgent nature of the problem.
Non-critical problems or change requests will be prioritised and dealt with as soon as possible by Itensity when no critical issues are pending.
8) Security Components.
You understand that our Website and software embodied within our Website may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Itensity and/or content providers who provide content to Itensity. You may not attempt to override or circumvent any such security components and usage rules embedded into our Website.
9) Itensity and Third Party Content.
Our Website contains Content of Itensity (ʺItensity Contentʺ), and Content of third party licensors to Itensity which is protected by copyright, trademark, patent, trade secret and other laws. In addition, Itensity has developed processes, concepts, online tools manage and grow membership‐based businesses. This is also proprietary information owned by Itensity and is Itensity Content. By utilizing this Website, you acknowledge and agree that Itensity owns and retains all rights, title and interest in the Itensity Content. Itensity hereby grants to you a limited, revocable, non- transferable, non‐sub‐licensable license to reproduce and display a single copy of the Itensity Content and any third party Content located on or available through our Website or Service (excluding any software code therein) solely for your use in connection with viewing our Website and using the Service. Except for User Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, make available, or sell any content appearing on or through our Website or Service.
10) Other Sites.
Our Website may contain links to other sites owned by third parties (i.e. advertisers, affiliate partners, strategic partners, or others). We are not responsible for examining or evaluating, and we do not warrant the products or offerings of, any of these businesses or individuals, or the accuracy of the content of their websites. Itensity does not assume any responsibility or liability for the actions, product, and content of any such websites. Before you use any third party website, you should review the applicable terms of use and policies for such websites. The inclusion of a link in any of our Websites does not imply Itensity’s endorsement of such third party website. If you decide to access any such linked websites, you do so at your own risk.
11) International Use.
Due to the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
12) Copyright Policy.
Itensity has in place certain legally mandated procedures pursuant to the Digital Millennium Copyright Act (‘DMCA’) regarding allegations of copyright infringement occurring on our Website or with the Service. Itensity reserves the right in its sole discretion to immediately suspend and/or terminate access to the Service or our Website by any user who is alleged to have infringed on the intellectual property rights of Itensity or of a third party, or otherwise violated any intellectual property laws or regulations. Itensityʹs policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Itensity to delete, edit, or disable the material in question, you must provide Itensity with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted
works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Itensity to locate the material; (d) information reasonably sufficient to permit Itensity to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Itensity’s agent for copyright issues relating to the Website to the Email info@itensityonline.com:
13) New Software Releases
Under the support agreement, the Client will be kept up-to-date with newer versions of the software modules already purchased. Itensity staff will upgrade the Client’s system by prior agreement at a time convenient to the Client, so long as this is within the Itensity working hours. Itensity will inform the Client as new modules become available that may benefit your business. The support agreement does not cover upgrades to software that may be necessary because of a change in either the Operating System, or the SQL Server database. Software upgrades are mandatory and will benefit the client by being up to date with the latest features, bug fixes and database upgrades.
14) Training
Training will be done online with the Itensity trainer, should you wish to have training done onsite Itensity, will quote you accordingly. Any re-training required after the original training has been performed is quotable.
15) Customisations / Software Changes / Report Writing
From time to time the Client may require custom changes, enhancements, data extracts or extra reports to be written. Itensity will consider these changes at the prevailing support rate. Any such changes must be requested in writing, and must include detailed specifications. Upon receipt and acceptance of the change request, Itensity will quote on the number of hours required to do the job, and the estimated delivery date. Work will commence once we have received the signed order from the Client and a 50% deposit of the total quote. Should the specifications change during development, Itensity will first get authorisation from the Client to amend the quote before continuing.
Should the requested customization be on-sellable to our other customers, the costs will be split over the customers who agree to the upgrade. In certain cases, where the amendment improves our product, Itensity can also agree to subsidize the cost of the change.
16) Hardware & Software Installation
Please refer to minimum PC specifications as detailed in the Setup System Requirements.
The monthly fee excludes hardware, remote installation, training charges and data imports from an existing system if applicable.
The Client must ensure that the facilities have a working and stable internet connection and that all PC’s are networked correctly and all PC’s must be installed with a valid, legal and registered copy of Windows 7,8 or 10 before the installation of Itensity Software Package. In the event that the entire required infrastructure agreements are not met, Itensity will not be able to install the package.
Hardware warranty
The hardware warranty is only applicable to the hardware purchased directly from KRS Club (Pty) Ltd.
· Turnstile Access Interface Controller ( Black Box)
· Hand held barcode scanner/ Biometric reader
· Webcam
· Receipt Printer
· Cash Drawers
If within one (1) year from the date of purchase, the hardware fails due to a defect in material or workmanship, KRS Club (Pty) Ltd will replace or repair the unit. KRS Club (Pty) Ltd will not replace or repair a unit that has been damaged due to misuse. The availability of stock is dependent on the availability from our suppliers, although we do hold some emergency spares at KRS Club (Pty) Ltd.
The client is required to return the damaged/faulty unit to ITENSITY at their own expense. If the unit is not returned to ITENSITY, the Client will be billed for the replacement unit.
17) Monthly Billing
The Client will be billed on the 17th of every month for the month in advance. The Client will be billed on the 26th of every month for any extra support costs incurred during the month, as well as time spent on change requests or report writing exercises.
Should no payment be received, KRS Club (Pty) Ltd retains the right to deactivate your Itensity management system and will not support the Client until payment is made.
18) Debit Order payments
KRS Club (Pty) Ltd prefer automated Debit Order payments for the Itensity Online Package. Only the standard monthly License-to-use Fee will be collected by Debit Order. The Client will be provided with a Debit Order Authorization form.
19) License Grant
Itensity Online Package is owned by KRS Club (Pty) Ltd, and is copyrighted and licensed for use and is not in terms of this Agreement being sold to the Client. At no time will the Client be supplied with or have access to the Source Code.
KRS Club (Pty) Ltd grants the Client a license to use Itensity Package provided that the Client complies with the terms of this Agreement.
This license applies to each user of the Itensity Package and the Client must ensure that anyone who uses Itensity Package (accessed either locally or remotely) complies with the terms of this Agreement.
The Client shall not modify, copy, duplicate, reproduce, license or sublicense the Itensity Package, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of KRS Club (Pty) Ltd.
20) Warranties
KRS Club (Pty) Ltd will endeavour to ensure that Itensity Package is free of bugs or inadvertent Software errors. However, KRS Club (Pty) Ltd does not warrant that the Software will be free of such inadvertent software errors.
21) Exclusion of Liability
Under no circumstances is KRS Club (Pty) Ltd, its program developers or suppliers liable for any of the following caused as a result of using the software :
· loss of, or damage to, data;
· special, incidental, exemplary, or indirect damages, or for any economic consequential damages; or
· lost profits, business, revenue, goodwill, or anticipated savings.
22) Rates Definition
All rates quoted are excluding VAT
Any work done outside of office hours (i.e. public holidays, weekends or between 17H01 and 9H00 on weekdays) are at one-and-a-half rates.
Rates escalate annually in January, at a percentage based on the Consumer Price Index for the year.
23) Cancellation
Cancellation of the License-to-Use agreement requires one calendar months’ notice.
The Itensity Package may no longer be used after the notice period, or once the Client’s account falls into arrears.
24) Indemnity.
You agree to indemnify, defend, and hold harmless the Itensity Parties from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your breach of the terms and conditions of these Terms, or your infringement, or infringement by any other user of your account(s), of any intellectual property or other right of any person or entity. Itensity will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
25) Modification and Discontinuation.
We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently, the Service or any of our Website (or any portion thereof) with or without notice. You agree that we will not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of the Service or our Website. You are free to download your User Content at any time to provide backup.
26) Independent Contractors.
No joint venture, partnership, employment, or agency relationship exists between you and Itensity as a result of these Terms or use of the Website or the Service.
27) Entire Agreement.
These Terms, together with any other terms or policies referenced herein (including without limitation the Privacy Policy and Additional Terms), constitutes the entire agreement between you and Itensity regarding the subject matter hereof and governs your use of the Website and Service, superseding any prior agreements between you and Itensity with respect to the Website and Service.
28) Waiver and Severability of Terms.
The failure of Itensity to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the partiesʹ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
29) Statute of Limitations.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website, the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
30) Storage of Data.
User logs will be kept for a minimum of five years (e.g. attendance data). Automatic system logs will be kept for six months (e.g. when a user logs in). Email logs will be stored for four weeks. Data beyond these time periods may be permanently purged.
31) Credits.
In the event of a request for credit or cancellation, Itensity will provide credit for future services. Itensity will not provide cash refunds.
32) Questions.
If you have any questions regarding these Terms, please contact us by email at
info@itensityonline.com, by phone at 0832761657 (9:00AM ‐ 5:00PM GMT +2:00).
33) Signatories
The signatories warrant that they have the authority to sign this agreement on behalf of their organisations.