Terms and Conditions - Business Enabling Toolbox

Business Enabling Toolbox (B.E.T) Terms & Conditions

Terms & Conditions (referred to in this document as “the/these Terms”):

This document sets out the Terms of Adsol Inc,, registration number 72803868, a private corporation duly incorporated in terms of the laws of the State of Illinois, with address 200 East Randolph Street, Suite 5100-38 Chicago IL 60601 (“B.E.T” or “We” or “Us”), pertaining to the access and use of the information, products, functions, reports (“the Services”) provided on the B.E.T (“Platform”).

Our Relationship with you
  1. We will provide access to the Platform and perform the Services using reasonable professional skill and care.
  2. We will provide the Services to you as an independent contractor and not as your employee, agent, partner or in a joint venture capacity. Neither you, nor we, have any right, power or authority to bind the other.
  3. We may subcontract certain of the Services to other service providers, which may deal with you directly. However, we alone, will be responsible for the Services in terms of our Agreement and/or these Terms.
  4. We will not assume any management responsibilities in connection with the Services. We will not be responsible for the use or implementation of the action plans generated; any tools or templates completed by the user; or information inputted into the Platform (“Output”) of the Services.
Responsibilities
  1. You must assign a qualified person where applicable to oversee the Services. You are responsible for all management decisions relating to the Services; the use or implementation of the Output of the Services; and for determining whether the Services are appropriate for your purposes.
  2. You must provide (or cause others to provide) to Us, promptly, the information and resources that we reasonably require to perform the Services, if need be.
  3. You warrant that, to the best of your knowledge, all information provided by you or on your behalf (“Client Information”) will be accurate and complete in all material respects. Furthermore, you warrant that the provision of Client Information to Us will not infringe any copyright or other third-party rights.
  4. We will rely on Client Information made available to Us and, unless We expressly agree otherwise, We will have no responsibility to evaluate or verify such information.
  5. You shall be responsible for your personnel’s compliance with your obligations under Our Agreement and/or these Terms.
Reports
  1. Any information, advice, recommendations or other content of any reports, presentations or other communications we provide under our Agreement and/or these Terms (“Reports”), other than Client Information, are for your internal use only..

    An “Affiliate” of an entity (for the purpose of our Agreement and/or these Terms) shall mean an entity or individual that controls, is controlled by, or is in a direct or indirect relationship with the first entity, and “control” means the ability to direct the policies or operations of an entity, whether by contract, ownership of equity interests, or otherwise.

  2. You may not disclose a Report (or any portion or summary of a Report,) externally (including to your Affiliates), or refer to Us or to any other person, incorporated or not, in connection with the Services, except:
    • (a) to your lawyers (subject to these disclosure restrictions), who may review it only in connection with advice relating to the Services;
    • (b) to the extent, and for the purposes, required by law and you will promptly notify Us of such legal requirement to the extent you are permitted to do so);
    • (c) to other persons (including your Affiliates) with our prior written consent (which shall not be unreasonably withheld), who may use it only as we have specified or with our express consent; or
    • (d) to the extent it contains Tax Advice.

    If you are permitted to disclose a Report (or a portion thereof), you shall not alter, edit or modify it from the form We provided to you.

  3. You may incorporate into documents that you intend to use our summaries, calculations or tables based on Client Information contained in a Report, but not Our recommendations, conclusions or findings. You must assume sole responsibility for the content of these documents and you must not refer to Us in connection with them.
Limitation of liability
  1. You (and any others for whom Services are provided) may not recover from Us, in contract or delict or any other cause of action, under statute or otherwise, any amount with respect to loss of profit, data or goodwill, or any other consequential, incidental, indirect or special damages in connection with claims arising out of our Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.
  2. You (and any others for whom Services are provided) may not recover from Us, in contract or delict or any other cause of action, under statute or otherwise, aggregate damages in excess of the fees actually paid for the Services that directly caused the loss in connection with claims arising out of our Agreement and/or these Terms or otherwise relating to the Services.
  3. With the exception of liability for death or personal injury, or loss resulting from our fraud, or any other liability for which restriction or exclusion is prohibited by law, our liability for the aggregate of all claims arising out of or in connection with this engagement in respect of breach of contract or breach of duty or fault or negligence or otherwise (collectively referred to herein as “fault”) shall be no more than that proportion of the loss or damage (including interest and costs) suffered by you, which is ascribed to us by a court of competent jurisdiction or arbitrator allocating proportionate responsibility to us, having regard to the contribution to the loss or damage in question by you or any other person based upon relative degrees of fault; its being a term of this engagement that the provisions of Section 1 of the Apportionment of Damages Act, 1956 will apply to all claims between us. “Fault” and “loss or damage” as used herein shall, respectively, be deemed to fall within the meanings of “fault” and “damage” as contained in section 1 of the Apportionment of Damages Act, 1956. For the purposes of assessing the contribution to the loss and damage in question of any other person pursuant to the preceding paragraph, you and We agree that no account shall be taken of any limit imposed or agreed on the amount of liability of such person by any agreement (including any settlement agreement) made before or after the loss and damage in question occurred.
  4. You must make any claim relating to the Services or otherwise under our Agreement no later than six (6) calendar months after you become aware (or ought reasonably to have become aware) of the facts that give rise to your claim, and in any event, regardless of the knowledge, by no later than one year after the date of any alleged breach of contract, delictual act or omission, or any other act or omission giving rise to a cause of action. This expressly overrides any statutory provision that would otherwise apply, unless such statutory provision cannot be overridden.
  5. You may not make a claim or bring proceedings relating to the Services or otherwise under our Agreement or these Terms against Us or any of our Affiliates.
  6. We will require proof of your claim as well as the date when you became aware of such claim.
Indemnity
  1. To the fullest extent permitted by applicable law, regulations and relevant rules of conduct you shall indemnify Us against all claims by third parties (including your Affiliates and lawyers) and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of the third party’s use of or reliance on any Report (including Tax Advice) disclosed to it by or through you or at your request. You shall have no obligation hereunder to the extent that We have specifically authorized, in writing, the third party’s reliance on the Report.
Intellectual Property Rights
  1. We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own in performing the Services. Notwithstanding the delivery of any Reports, We retain ownership of all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services (but not Client Information reflected in them).
  2. Upon payment for the Services, you may use any Materials included in the Reports, as well as the Reports themselves as permitted.
  3. Any amendments needing to be made to the content on the Platform can only be made with our express permission; and We will not take responsibility for another service provider modifying the Platform in any way. Should the Platform be modified by another vendor for whatever reason, We will immediately terminate the service and all monies outstanding become payable immediately to Us.
Confidentiality
  1. Except as otherwise permitted by our Agreement and/or these Terms, the Parties may not disclose to any third parties the contents of our Agreement and/or these Terms or any information (other than Tax Advice) provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Either of the Parties may, however, disclose such information to the extent that it:
    • (a) is or becomes public other than through a breach of our Agreement and/or these Terms;
    • (b) is subsequently received by the recipient from a third party who owes no obligation of confidentiality to the disclosing party with respect to that information;
    • (c) was known to the recipient at the time of disclosure or is thereafter created independently;
    • (d) is disclosed as necessary to enforce the recipient’s rights under our Agreement and/or these Terms; or
    • (e) must be disclosed under applicable law, legal process or professional regulations.
  2. Either of the Parties may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement and/or these Terms.
  3. Subject to applicable law, we may provide Client Information to other firms, and external service providers (“Service Providers”) who may collect, use, transfer, store or otherwise process it (collectively “Process”) in various jurisdictions in which they operate for purposes related to:
    • the provision of the Services;
    • complying with regulatory, and legal obligations to which we are subject;
    • conflict checking;
    • for risk management and quality reviews; and for
    • our internal financial accounting, information technology and other administrative support services (collectively “Processing Purposes”). We shall be responsible for maintaining the confidentiality of Client Information regardless of who Processed such Information on Our behalf.
Data Protection
  1. You warrant that you have the authority to provide Personal Information to us in connection with the performance of the Services and that any Personal Information provided to Us has been Processed in accordance with applicable law.
Fees and Expenses Generally
  1. Payment of B.E.T is due on the selection of subscription period and is inclusive of taxes.
  2. If a monthly payment method is chosen, payment is in advance and due on the 1st of every month, to provide access to B.E.T for that month, for the period of the subscription plan chosen.

    We may charge additional professional fees if events beyond our control (including your acts or omissions) affect Our ability to perform the Services as originally planned or if you require Us to perform additional tasks.

  3. You may upgrade your subscription at any time and pay the full value of the upgraded service however, if you were to request a downgrade to your subscription, this won’t warrant any refund for the difference in subscription prices.
  4. If We are required by applicable law, legal process or government action to produce information or personnel as witnesses with respect to the Services or our Agreement and/or these Terms, you shall reimburse Us for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, unless we are a party to the proceeding or the subject of the investigation.
Force Majeure
  1. Neither you nor We shall be liable for breach of the Agreement and/or these Terms (other than payment obligations) caused by circumstances beyond your or our reasonable control.
Term and Termination
  1. This Agreement applies to the Services whenever performed (including before the date of this Agreement).
  2. This Agreement shall terminate on the completion of the Services. Either Party may terminate this Agreement, or any particular Service/s, earlier upon sixty (60) days’ written notice to the other. In addition, We may terminate this Agreement, or any particular Service/s, immediately, upon written notice to you, if We determine that we can no longer provide the Service/s in accordance with applicable law or professional obligations.
  3. Should there be a request for cancellation, any refund due will be based on the following criteria:
    • If the refund is requested within the first 6 months of the subscription, no refund applicable.
    • If the refund is after 6 months of the subscription being active, a 20% refund will be paid to the subscriber pro-rata for the period used & remaining and subscription immediately terminated.
    • No refunds will be provided on promotions, corporate or any volume deals/subscriptions.
  4. If a payment is in arrears for more than 7 days after payment is due, access to the platform will be revoked until such time payment has been received.
  5. Our respective confidentiality obligations under our Agreement and/or these Terms shall continue indefinitely.
  6. You shall repay to B.E.T on demand all costs which B.E.T incurs as a result of your failure to comply with the Terms and Conditions of this Agreement or any termination hereof, which may include (and not limited to) –
    • costs in connection with tracing you;
    • all legal costs on the attorney client scale;
    • collection commission that may legally be recovered from you by B.E.T’s attorneys or collection agents on amounts collected;
  7. To the extent that it is appropriate, the provisions of clause 37 above applies reciprocally to you, read with the necessary changes.
  8. The provisions of our Agreement and/or these Terms that give either of the Parties rights or obligations beyond the Agreement’s termination shall continue indefinitely following the termination of this Agreement.
Governing Law and Dispute Resolution
  1. Our Agreement, and any non-contractual matters or obligations arising out of our Agreement or the Services, shall be governed by, and construed in accordance with, the laws of South Africa.
  2. Except as otherwise expressly provided, any dispute relating to our Agreement and/or these Terms or the Services shall be subject to the exclusive jurisdiction of the South African courts, to which each of the Parties agrees to submit for these purposes. The Parties may, by agreement, refer any dispute hereunder to arbitration in accordance with the Arbitration Act 42 of 1965.
30-Day Money-Back Guarantee
  1. We’re so convinced you’ll absolutely love B.E.T, that we’re willing to offer a 30-day money-back guarantee. If you are not satisfied with the service for any reason you are eligible for a refund within 30 days of making a purchase. Please keep in mind that even though we offer a money-back guarantee, there are criteria that need to be met:
    • 30 Day money back guarantee commences from confirmation of successful registration and payment
    • The 30 Day period includes weekends, public holidays, and other public holidays
    • The subscriber must at least use B.E.T for over 10hrs in total at the time of cancellation
    • There must be valid inputs in the Business Calendar and Manager for at least 10 days
    • There must be completed assessments for at least 3 modules
    • The subscriber must demonstrate how B.E.T did not help within their business i.e implementation of Action Plans, Insights provided, Reporting metrics, etc.
    • The refund will be less an admin/processing fee of 15% on all subscriptions/plans paid for
    • Please note that any additional services, custom work, or technical support are non-refundable
    • Refunds will not be considered for tailored or specific programs or initiatives utilizing B.E.T i.e. volume coupon codes and bespoke programs
    • The refund will only be considered within the first 30 days of being a paying subscriber to B.E.T and if all criteria are met
    • If you would like to contact us concerning any matter relating to this Refund Policy, you may do so via the contact form
Miscellaneous
  1. Our Agreement and/or these Terms constitutes the entire agreement between the Parties as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.
  2. Both Parties may execute our Agreement and/or these Terms as well as any amendments to it by electronic means, including by way of ticking tick boxes on our Platform which shall be binding upon you, and each of the Parties may sign a different copy of the same document. Both Parties must agree in writing to modify this Agreement hereunder.
  3. Both Parties represent that the person agreeing to these Terms is expressly authorised to execute these Terms and to bind such Party to its provisions. You represent that your Affiliates and any others for whom Services are performed shall be bound by the provisions of these Terms.
  4. You agree that We may, subject to professional obligations, act for other clients, including your competitors.
  5. Neither Party may cede or assign any of our rights, obligations or claims under these Terms.
  6. Neither Party may use or reference the other’s name, logos or trademarks without prior written consent, provided that We may use your name publicly to identify you as a client, but only in connection with specific Services.
  7. We may not be held liable for any incorrect language translations on the platform which includes but is not limited to paragraphs and their meanings in various context, etc.
  8. We may not be held liable for currency fluctuations on the advertised price and the final price you pay when finalising payments. The final price payable is determined at the spot rate of your respective currency and is all dependent on the payment gateway used to finalise your transaction.
  9. We may not be held liable for the price of the different subscriptions increasing or decreasing during your subscription period. This is determined by currency fluctuation and we may, at any time, amend our plan types to suit market needs and various marketing campaigns we may have.
  10. B.E.T will not be held responsible for the information provided in any form and not limited to the dashboarding, templates or any other analysis. Please ensure these are correctly adapted for your specific region and requirements.
  11. B.E.T will not be liable for any information, services, etc. provided by any third-party sites or mentioned on the B.E.T platform.