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You and CGM are collectively referred to as “the Parties“, with either one referred to as a “Party“.
1. You are a current CGM Customer making use of at least one CGM product in Your medical practice.
2. You now wish to subscribe to a website service offered by CGM at a special rate negotiated by CGM with the third-party website supplier, Avily.
3. By signing this agreement (“Agreement”) You agree to the terms set out below.
4. This Agreement will commence on date of signature, and will continue for the Term, whereafter You may give 30 days’ written notice of termination.
5. CGM reserves the right to withdraw the service, or substitute another 3rd party website provider on 30 days’ notice to You on the same terms.
6. If You sign up for the Basic Package, the Term will be 18 months.
7. If You sign up for the Advanced or Premium Package, the Term will be 12 months.
8. The monthly subscription fee covers the development, installation, and ongoing support of a website for Your practice.
9. Your website will be delivered within 4 (four) weeks of Your provision of the Information specified in 10 below to CGM’s third-party website provider, Avily.
10. CGM has contracted with Avily to develop, install, and support Your website.
11. You must make Yourself available to the 3rd party website supplier, Avily, which will consult with You regarding:
11.1 Your website requirements;
11.2 material specifications for website elements;
11.3 supply of website elements;
11.4 review and sign-off processes for development of Your website.
12. You must provide Avily with the following Information on request:
12.1 Media of practitioner and practice;
12.2 Curriculum Vitae of practitioner or a 200 (two hundred) word biography of practitioner;
12.3 at least a 20 (twenty) word description of the services offered in the practice up to a maximum of 8 (eight) services;
12.4 contact details of the practitioner including phone number, e-mail address, and physical address.
13. Once You are sent the staging link by Avily, it means the website is ready to go live. You then have 5 business days to revert either with approval, or Your request for final changes to the website.
14. Once You receive a new staging link incorporating Your requested final changes, You have 5 business days to revert with approval. When Avily receives Your final approval, Your page will go live.
15. You will receive Your first invoice once the staging link has been sent to You.
16. Payment will be monthly, in arrears, due by the 12th of the following month.
17. You will pay CGM via debit order (without deduction, set‐off or any other cost). Should You terminate the debit order authorisation or CGM be otherwise unable to debit Your designated bank account on the due date, CGM shall be entitled to charge collection charges for the internal processing, collecting and verifying of such other method of payment.
18. CGM will furnish You with an itemized tax invoice at the end of each month in respect of the Service Charges due in respect of the month in question and any other fees due and owing at such date as per the signed quotation.
19. All overdue amounts shall attract interest at the South African Prime Rate plus 2 (two) per cent following 30 (thirty) days from the date of invoice.
20. Monthly subscription to escalate by the CPI rate applicable every annual anniversary of the signature date of this Agreement.
21. All amounts stated in this Agreement are exclusive of value‐added tax.
22. Avily will retain ownership and rights over all proprietary source code, object code and associated rights to use such code for Your website for the Term.
23. If You terminate this Agreement with CGM at any point, You will no longer qualify for the special rate negotiated with Avily, and will need to conclude Your own contract either with Avily, or some other website provider.
24. If You cancel Your subscription to the website during the Term, Your website will be de-activated after 30 days unless You pay the balance of fees owed for the remainder of the Term.
25. The Parties agree to abide by current Privacy and Data Security legislation and regulations in their fulfilment of obligations in terms of this Agreement.
26. The Parties agree that any private information shared for the purpose of carrying out their obligations in terms of this Agreement will be used by the receiving Party only for the specific purpose for which it was shared, and will be deleted as soon as it is no longer required for the purposes of legal obligation or the fulfilment of this Agreement – whichever lasts longer.
27. You acknowledge and accept that this Agreement involves a service which is provided by a third party Service Provider and under no circumstances shall the third party Service Provider be liable to You for any direct or indirect, incidental, consequential, special or exemplary damages arising from any provision of this agreement, such as, but not limited to, loss of revenue or potential profits, or liabilities or expenses incurred by You as a result of legal action taken against the You by other third parties.
28. You indemnify CGM from any claims, liability, loss or damages resulting from any actions or omissions of the third-party supplier.
29. CGM’s liability in terms of this agreement will be limited to instances of gross negligence by CGM, and will be limited in amount to the annual amount paid by You to CGM in terms of this Agreement.
30. The Parties shall not be liable to each other in the event that their performance of this Agreement is prevented, or rendered so difficult or expensive as to be commercially impracticable, by reason of an event beyond their reasonable control not foreseeable at the Commencement Date.
31. The Parties confirm that they are not prevented by any other agreements or legally binding documents including their constitutional documents from entering into this Agreement and fulfilling the terms and conditions contained herein.
32. This Agreement constitutes the entire agreement between the Parties with regard to the matters dealt with herein.
33. Should a dispute arise between the Parties, they undertake not to damage each other’s goodwill and reputation.
34. The Parties agree to submit any dispute under this Agreement to arbitration in accordance with the Rules of the Arbitration Foundation of Southern Africa and the provisions of the Arbitration Act.
35. The Parties undertake to comply with prevailing privacy and data security legislation in the course of developing the Integrated Solutions and fulfilling all their obligations under this Agreement.
36. The Parties may only use each other's intellectual property to the extent required to perform their obligations under this Agreement.
37. No Party shall cede any of its rights and obligations under this Agreement without the prior written consent of the other Parties.
38. The Parties choose the addresses listed above as their addresses for receipt of notices.
39. This Agreement shall be governed by the laws of the Republic of South Africa.
