Any binding agreements and all sale documents, including Proposals, Quotations, Delivery Notes / Proforma Invoices and Invoices, are subject to the following terms & conditions and applies to both Alliance Institute and Alliance Solutions:
1. Alliance BMS (Pty) Ltd. t/a Alliance Solutions hereafter referred to as "Alliance" is the implementation company responsible for the provision of products & services, delivery and commissioning of database solutions, and the beneficiary of all Customer payments. Alliance Institute is solely a legal sales platform.
2. All prices exclude 14% VAT unless otherwise stated, and prices are subject to change without notice according to the suppliers prevailing price and/or exchange rate variations at the time of procurement. Alliance is not accountable for price changes or fluctuations in the exchange rate.
3. Alliance's 60 Day Satisfaction Guarantee is included as our commitment to the highest level of service possible, and covers all of Alliance's workmanship. All materials, equipment and software are covered by their respective manufacturer / distributor warranties (available upon request) and specifically not by Alliance.
4. Alliance reserves the right at its discretion to separately quote and/or invoice for an individual stage of a project or job, and once a stage have been satisfactorily completed the Customer consents to give their approval and settle without delay, unless there are material concerns solely related to Alliance’s workmanship that prevent the Customer from doing so.
5. The Customer undertakes to immediately inform Alliance management in writing at the earliest possible moment of any dissatisfaction and/or specific concerns with a project or job, and to provide Alliance with a timely opportunity to remedy any such dissatisfaction and/or concerns. A project or job cannot be cancelled and/or substantially curtailed and/or modified without Alliance's agreement once the main deposit has been paid and/or the Quotation has been approved by the Customer.
6. Approval of any of Alliance's documents and the signature of the Customer and/or any of the Customer's staff and/or Customer's agents will be deemed binding on the Customer. The Customer's unambiguous and specific instructions are required at all times, irrespective of Alliance's familiarity with a given situation, and Alliance cannot accept responsibility for such instructions not given in a written format.
7. The particulars and amounts of a project will be determined by the actual materials / labour allocation and can therefore change. Quote rejection, order cancellation or items returned for refund must please comply with Alliance's reasonable conditions and any expenses incurred by Alliance will be for the Customer's account.
8. Settlement terms must please be pre-arranged (cash prices are typically 15% cheaper) and interest of 2% per month will be levied on overdue balances. Risk of all goods passes on to the Customer once delivered and ownership resides solely with Alliance until settled in full. The Customer agrees to permit Alliance entry to their premises for the purposes of collecting unpaid items and/or services. All credit card fees and bank charges directly related to a project or job will at Alliance's option be for the Customer's account.
9. The onus is on the Customer to check that goods supplied are correct as ordered on receipt of said goods. Alliance reserves its right to approve a credit or refund on any goods irrespective of the Customer's reason, and/or where the distributor / manufacturer does not co-operate and/or has declined such a request. Pre packaged returnable goods must be returned with original packaging intact and in a resalable condition. Software is not returnable or refundable.
10. “Quotation Discount” is subject to the client making full & punctual settlement and can be withdrawn at Alliance’s option in the event of late payment or non-payment by the Customer, or legal action is being considered by either party.
11. Alliance is not accountable for: (1) circumstances beyond its control and/or where 3rd party service providers may also be responsible and/or liable, including compatibility issues relating to hardware and software supplied by Alliance; and (2) for the condition and compliance of the Customer’s existing IT equipment & infrastructure.
12. The standard return policy for any hardware or software is as per its manufacturer's or distributor's terms, and is usually to be returned with all original packaging intact and in a resalable condition strictly within five working days, with the exception of software that is normally not returnable or refundable. Any quote rejection or order cancellation must be mutually agreed between the Customer and Alliance, and must please comply with this stated return policy and any associated expenses incurred by Alliance will be for the Customer's account.
13. The Customer agrees once an On-site Docket and/or a Delivery Note/s has been approved or Alliance is permitted to proceed directly to invoice the Customer, the Customer will not delay settlement, and that any reasonable debt collection costs will be for the Customer's account.
14. All visits by Alliance to the Customer’s premises will be subject to Alliance's standard travel levy, for which the Customer will be invoiced, unless already listed in the quotation; This provision is for travelling and fuel to and from the Customer's office and/or sites, and may include other costs.
15. Should Alliance instruct attorneys to collect any amount owing by the Customer, the Customer agrees that he/she/it will be liable for all costs, including all legal costs on the scale as between attorney and client, and collection commission that may be charged in respect of the collection thereof, together with an administration fee of 10% of the amount collected. The Customer and any surety for the obligations of the Customer, hereby consent in terms of Section 45 of the Magistrate’s Court Act to the jurisdiction of the Magistrate’s Court, having jurisdiction in terms of Section 28 of the said Act not withstanding that the amount claimed may exceed its jurisdiction. Alliance, at its discretion, may elect to utilise the services of the High Court, thereby replacing the aforementioned jurisdiction of the Magistrate’s Court Act with that of the High Court. All disputes shall be settled according to South African law.
16. Under no circumstances shall Alliance be responsible to the Customer for loss of profits, of use, of contracts or any indirect or consequential damages suffered by the Customer arising directly or indirectly from any sale or from any defective performance by Alliance. The Customer shall have no claim of any nature whatsoever whether for damages, reduction of purchase price, cancellation or otherwise, against Alliance, its staff or agents, in respect of any loss or damage sustained by the Customer of any nature.
17. The terms and conditions contained herein form part of any such agreement between the parties, including any signed Proposal and/or Quotation and/or Delivery Note and/or Invoice, and no amendment or variation shall be of any force and effect unless reduced to writing and signed by both Alliance management and the Customer.
18. Only if a clear contradiction or conflict of a specific clause of The Terms of Sale contained in these pages between another official Alliance signed agreement will each such specific clause in the signed agreement’s terms and conditions take precedence over the affected clause in The Terms of Sale contained in these pages, and any contradiction will only null and void that part or portion of the Terms of Sale, unless entered into writing under the heading of "Amended Terms of Sale". Should any part of these terms and conditions be superseded, such part or portion of these terms and conditions should not invalidate the remaining portions thereof, and they shall remain in full force and effect.
19. No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of any terms and conditions in any of Alliance’s official documents, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by Alliance management. No agreement, whether consensual or unilateral or bilateral, purporting to obligate Alliance to sign a written agreement to amend, alter, vary, delete, add and or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by Alliance management. No warranties, representations, or guarantees have been made by Alliance or on its behalf, which may have included the Customer and/or sureties to sign this document.
20. Should any part of the terms & conditions of any official Alliance document be rendered or declared invalid by a court of competent jurisdiction of the Republic of South Africa, such invalidation of such part or portion of these terms and conditions should not invalidate the remaining portions thereof, and they shall remain in full force and effect.
21. No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of these terms and conditions, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by Alliance management. No agreement, whether consensual or unilateral or bilateral, purporting to obligate Alliance to sign a written agreement to amend, alter, vary, delete, add and or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by Alliance management. No warranties, representations, or guarantees have been made by Alliance or on its behalf, which may have included the Customer and/or sureties to sign this document.
22. Should any part of these Terms of Sale be rendered or declared invalid by a court of competent jurisdiction of the Republic of South Africa, such invalidation of such part or portion of these terms and conditions should not invalidate the remaining portions thereof, and they shall remain in full force and effect.
23. Alliance’s verbal undertakings, presentations, debriefings, et cetera are not binding on Alliance, and only signed written agreements approved by Alliance management are binding on Alliance. However, all communication and/or correspondence from the Customer is binding on the Customer, unless the Customer asserts their right beforehand to any non-binding communication and/or correspondence. Alliance's staff and agents are not permitted to make binding undertakings on behalf of Alliance, and only Alliance management is authorised to enter into financial or otherwise agreements in writing with the Customer.
24. If the Customer breaches any of the terms or conditions hereof or any other agreement with Alliance or fails to pay any amount when due or commits any act of insolvency or endeavours to compromise generally with its creditors or does or causes to be done anything which may prejudice Alliance's rights, hereunder or at all, or allows any judgment against it to remain unsatisfied or is placed into provisional or final liquidation or sequestration or judicial management or receivership, Alliance shall have the right, without prejudice to any other right, to elect to: (1) treat as immediately due and payable all amounts which would otherwise only become due and payable in the future; and (2) cancel this agreement and retake possession of any of the goods sold.
25. The Customer shall not be entitled to cede or assign any rights and/or obligations to any third party without written consent from Alliance management. Alliance is permitted to cede or assign any rights and/or obligations to any third party without seeking the Customer’s consent.
26. Any and all deposits paid to Alliance are non-refundable, unless expressly agreed in writing between the parties and approved by Alliance management.
27. Any transaction is subject to cancellation by Alliance due to force majeure from any cause beyond the control of Alliance, including, inability to secure labour, power, materials or supplies, or by reason of an act of God, war, civil disturbances, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation.
28. In the event of either party breaching any obligation contained in an agreement and the aggrieved party deeming it necessary to engage the services of an attorney to enforce their rights (including the right to receive payment), the infringing party shall be liable for:
a. Tracing agent fees (if required);
b. The attorney’s costs on an attorney and own client scale;
c. Collection Commission in the amount of 10% on each instalment paid to the attorney or paid directly to the aggrieved party following hand-over of the matter to the attorney, provided that the collection commission charged shall not exceed the statutorily prescribed maximum amount.
29. These Terms of Sale are presented without prejudice to Alliance's rights / all rights reserved. Errors and omissions excepted.
30. Both parties consent to the jurisdiction of the Magistrate’s Court in respect of any action or proceedings which may be brought against either of party by the other; provided that either party shall be entitled to bring any proceedings in the High Court where such proceedings would, but for this consent, fall outside the jurisdiction of the Magistrate’s Court.
31. Any agreement shall be interpreted according to and governed in all respects by the law of the Republic of South Africa; and unless the context clearly indicates a contrary intention, an expression which denotes:
i. Any gender includes the other genders;
ii. A natural person includes an artificial person and vice versa;
iii. The singular includes the plural and vice versa
32. The Customer is urged to save / print a dated copy of these Terms of Sale for their records.
33. These Terms of Sale may change without prior notice.
34. In line with Alliance’s offer of monthly instalments at 0% interest all finance charges and interest will be deducted from Alliance’s proposal resulting in the final amount, inclusive of finance and any interest, not exceeding the proposal total approved by the Customer.
35. Settlement terms are provided according to a calendar month (month-end) and settlement must continue irrespective of the work done.
36. Settlement over six months or more is usually provided by a recognised financial services provider and the settlement terms are subject to their lending criteria and the Customer’s credit record. Annual escalation of 5% (five percent) is included as a reasonable measure of the annual inflation rate. All financed instalments will be quoted on the basis of a minimum period of 36 months at an annual escalation rate of 5% (five percent), unless otherwise instructed by the Customer.
37. In the event the Customer’s application for finance is declined:
i. Alliance reserves the right to fund the supply of the Customer’s order on an interest-free basis (0% interest / 0% escalation) over a period of between six to twenty-four months as determined by Alliance, in consultation with the Customer.
ii. Monthly payment schedule and method of payment will be stipulated by Alliance based on recognised methods, such as but not limited to, debit order, future-dated EFT and post-dated cheque.
iii. The Customer will be required to authorise the applicable debit order mandate or EFT assurance is signed, or separate and crossed post-dated cheques are made out in the name of Alliance Solutions and dated as directed by Alliance. In the absence of any agreed method of payment then previous payment transactions will form the basis of the payment method.
iv. Volume discounts will no longer apply, and any such discount(s) included in the proposal will be reversed.
v. The Customer will only be permitted to cancel the order and request a refund of the deposit (if any), on condition Alliance management has consented to this in writing and work on the Customer’s project has not commenced.
vi. Should Alliance decline to fund the supply of the Customer’s order then at the Customer’s option the order can be cancelled and 50% (fifty percent) of the deposit refunded with Alliance not retaining less than R 15,000 (fifteen thousand Rand), on condition work on the Customer’s project has not commenced.
vii. The Customer undertakes to ensure sufficient funds are available to honour payment and an additional fee of R450 per incident will be levied if a debit order, EFT or post-dated cheque payment is dishonoured and/or missed and the customer fails to make an immediate re-payment within two working days.
viii. Any departure by the Customer to the terms & conditions or the agreed payment schedule will entitle Alliance at its option to indefinitely halt the Customer’s project and/or request immediate payment of the full amount in respect of the Proposal and its Quotation(s) approved by the Customer.
ix. Payments or instalments cannot be stopped under any circumstances, unless following an order by a legal court of the appropriate jurisdiction.
x. The Customer consents to waive its rights with regards to stopping payment, whether by inter alia cheque payment or debit order mandate or EFT assurance, for any reason whatsoever. Settlement is aligned to a calendar month (month-end) and payment must continue irrespective of the status of unfinished work and/or work done.
xi. Irrespective whatsoever of the circumstances, including but not limited to the Customer’s dissatisfaction with Alliance's performance and/or service and/or the performance of the software and/or solution supplied by Alliance, the payment terms cannot be interrupted by the Customer and any debit order mandate or EFT assurance or post dated cheque(s) given to Alliance cannot be withdrawn or stopped.
xii. If the Customer is a corporate or legal entity its shareholders accept personal liability to settle any outstanding debt owed to Alliance.
xiii. The Customer accepts full liability for all reasonable collection fees related to this Proposal and its Quotation(s).
xiv. Discounts may be reflected in subsequent Quotation(s) directly related to this Proposal as “Quotation Discounts”, and are subject to full and punctual settlement of the agreed payment terms, and may be withdrawn at Alliance’s option in the event of late-payment or non-payment.
xv. In the event of legal action pending or in the process of being instituted Alliance reserves the right to reverse all “Quotation Discounts”.
xvi: In the event of any late payment or non-payment by the Customer for any reason whatsoever any or all software licences in the client’s possession can be irrevocably cancelled with 14 days’ prior notice and the replacement cost thereof will be for the Client’s sole account.
xvii. In the event of any late payment or non-payment by the Customer then at Alliance's sole option the settlement terms will be replaced by 2% above Standard Bank’s overdraft rate per month with an annual escalation at CPI, and such amounts become conjoined with the full debt owed by the Customer.
xviii. Settlement terms for orders funded by Alliance are subject to the Terms of Sale herein, and the relevant proposal and/or quotation terms and conditions.