SHOPT TERMS OF ENGAGEMENT

Welcome to Shopt, an e-commerce & website system that offers a simple to use and locally supported content management system. 
By continuing to engage with us and/or paying any activation or set-up fee, you agree to, and are bound by the terms of engagement laid out here.
You, whether an individual; business owner or business representative, must read & familiarize yourself with all the terms. We reserve the right to amend, update or change the terms at any time. Additionally all information and clauses related to how we handle your & your customers privacy and your website information can be found in our Privacy Policy.

COMPANIES/ENTITIES DETAILED IN THESE TERMS:
VAULTCORE Pty Ltd trading as Shopt, a South African private company incorporated in terms of South African company laws with registration number REG 2020/848276/07 of Unit 1, Gardens Business Village, Incholm Place, Gardens, Cape Town, 8001  (‘Shopt; ‘we’; ‘us’) and ‘You’, ‘the Client’.

1. DURATION 
1.1  The Client; your engagement with us commences when any activation or set-up fee is paid by you to us.
1.2  The engagement may be cancelled at anytime, a 1 (one) full month notice is required for any cancellation provided that once off 
       activation. This must be supplied in writing via email only.
1.3 The engagement will continue in perpetuity from commencement date. 
1.4 The commencement date is unrelated to your website “launch” or “go live” date. The “go live” date will be scheduled when
      client has:
     1.4.1 signed this contract agreement
     1.4.2 signed off, via email or online form, that the website has been satisfactorily tested on the staging server provided. Including, but
               not limited to, all content sufficiently populated and all clickable links working. 
     1.4.3 provided all required 3rd party account information e.g. payment gateways; courier companies for those accounts to be 
               functional on the website. 
     1.4.4 Paid the once off activation fee in full.

2. PAYMENT TERMS 
2.1  The Client will pay Shopt the agreed fees as per selected price package on receipt of invoice. 
     2.1.1 Monthly Billing will commence 30 days after sign up and/or after the activation fee is received i.e. the first invoice will be sent on
               the nearest 1st of the next calendar month, regardless of the Go Live date of your website.
     2.1.2 Any invoices delivered by Shopt to the Client shall reflect the fee and any additional disbursements or costs, inclusive of Value
               Added Tax (VAT), where applicable. Price Packages are subject to change. 
     2.1.3 Once off Activation fee is invoiced upfront & payment is due on receipt of invoice. No work will commence until this payment is   
               received.
     2.1.4 Monthly Price Package fees are billed on the 1st of each month for the month ahead & payment is due by 7th of the
               invoiced month.
     2.1.5 Any agreed Percentage (%) based Transaction fees are billed on the 1st of each month for the month passed (in arrears) &
              payment is due by 7th of the invoiced month. The % fee is calculated as a % of gross online turnover.
2.2  Price Package information is available on our website.
     2.2.1 Should you wish to migrate from one package to another, we will require 3 months of turnover data to match the next price tier
               minimum. The new tier pricing will start in the new calendar month. 
     2.2.2 Gross sales turnover will be measured by using the Shopt orders reporting module only. 
2.3  Failure to pay by the end of the following month will result in suspension of services and your website will be taken offline. Full proof
       of payment will be required for website re-activation and in some cases a re-activation fee will be invoiced.

3. SERVICES & RESPONSIBILITIES 
3.1 Shopt agrees to: 
     3.1.1 load the specified amount of products and content as per the package selected prior to “launch” date.     
     3.1.2 provide web hosting on a dedicated, exclusively controlled and managed server.
     3.1.3 provide an SSL certificate.
     3.1.4 provide support and training for the Shopt E-commerce and website system, based in Cape Town, South Africa.  
     Full list of services and inclusions on the various packages available on our website. 
3.2 The Shopt working hours are South African industry standard office hours between 8:00am to 17:00pm, Monday to Friday. Only in 
      the case of a live website not displaying online, will after hours support be available.
3.3 Client responsibility includes, but is not limited to, providing website content; product information; imagery; addressing general 
       queries and 3rd party account information in a timeous and organized manner, especially during the website set-up stage.
3.4 Client to provide Content at the set-up stage. On request, Shopt can provide imagery and text content for basic pages.
3.5 Both parties agree to use email as the main channel of communication with content up loadable to a shared online drive. Both parties
      will  conduct the business relationship in a professional and courteous manner at all times. Shopt support team will notify the client of
      required information/content via checklist/s.

4. INTELLECTUAL PROPERTY & OWNERSHIP OF CONTENT 
4.1  Shopt exclusively owns the code base that forms the structures of the content management system branded Shopt and all
       subsequent code packages related to it, as well as existing Shopt website systems or modules that may be used within it. 
4.2  The Client owns all materials pre-populated and subsequently generated into the website as well as any proprietary product 
        information. Materials can include: customer information; product based information including imagery; sales information and
        blog/news content created on the website. 
4.3  On termination of engagement, the Client has no right to copy/remove/re-use the code or system. The client can retain or export all
        populated material as mentioned in 4.2. 

5. RETAIL BEHAVIOURS 
5.1 Shopt services do not include, unless otherwise agreed,: advertising; online and social media marketing; paid browser ranking; Google
      Ads; social media boosts etc. 
5.2 Should the client want any custom code development, Shopt can provide a cost estimate and time line for this separately.
5.3 Shopt agrees to provide the agreed 3rd party integrations, to the best of our ability, available in the current system and for
      future integrations where we see fit. Support for the 3rd party integrations may need to be logged and discussed with the external
      company running that 3rd party application/program and will not be provided by Shopt. Shopt is not responsible for any technical
      issues; bugs or connectivity issues experienced by 3rd party integrations.

6. INDEMNITY AND LIABILITY 
6.1 Shopt and the Client each agrees to indemnify and hold the other harmless from and against any and all actions, claims, demands,
       proceedings or judgments (collectively “claims”) and any and all losses, liabilities, damages, costs, charges and expenses (collectively
      “losses”) of whatever nature and in whichever jurisdiction, which may be instituted, made or alleged against, or are suffered or
       incurred by a party relating to its own breach of obligations under this agreement. 
6.2  In the instance where breach of engagement of services may be proven, both parties will negotiate to decide whether to continue
       performance of or terminate the engagement according to the effect of such event.

We thank you for choosing our platform for your business!

For all support queries please email : support@shopt.co.za

For all billing queries please email : accounts@shopt.co.za