Vardaan Enterprises, herein referred to as "VE" or "Contractor" or "Supplier" or "Creditor", has a set of standard terms and conditions that apply in doing business with VE by the Client, sometimes referred to as the "Customer" or "Debtor". These terms and conditions (sometimes also referred to below as "agreement") are to be used in addition to any other contract/agreement that may apply. At no time does any other contract reduce or diminish the purpose or effect of the terms below. The terms/conditions are in no way ordered and any numbers and/or ordering must not be construed as one term/condition superseding another term/condition. In the event of any ambiguities, VE must be consulted for clarification and VE reserves the right to choose the preferred interpretation.

General Terms and Conditions Contract for all Clients:

1. This contract is to be used in conjunction with any other contract that may be entered between VE and the client
2. All additional terms and conditions must be reduced in writing and signed by all parties concerned which must include a properly designated representative from VE and the client
3. Any contracts that are not reduced in writing are not regarded as binding
   
4. VE may, in it’s sole discretion, suspend deliveries or cancel a contract in whole or in part, if:
• The client commits a breach of any of the terms or conditions of the contract (this or other contracts); or
• The client being an individual dies or is provisionally or finally sequestrated or surrenders his estate; or
• The client being a Company or a Close Corporation or a Trust is placed under provisional or final liquidation or sequestration or judicial management; or
• The client attempts to compromise generally with its creditors; or
• The client limits or fails to provide reasonable access or information in order for a project to be effective or completed; or
• VE is prevented in whole or in part from performing its obligations under this contract whether by reason of an Act of God, War, force majeure , Government control, storm, fire, tempest, strikes, lockouts, riots, civil commotion, inevitable
  accident or any other circumstances; or
• The client changes ownership of the product and/or project to another party
  
5. Should the client breach any agreement (or contract) with VE, then VE will be entitled in their sole discretion to institute legal action against the client in the Magistrates Court with jurisdiction nearest to VE offices and the customer hereby consents to the jurisdiction of the Magistrates Court
6. In the event of VE instructing its attorneys to collect any amounts, all legal fees, collection charges and tracing agents fees shall be borne by the client and all the payments made shall firstly be allocated such fees and charges thereafter to interest and finally to capital
   
7. Any amounts due by the client must be paid in full prior to commencement or supply of services and/or products within fourteen (14) calendar days of acceptance of a quotation and/or contract, this is especially true for the supply of services or development contracts
   
8. In circumstances where there is a change in the agreed amount that is due (for example by way of a deposit) forthe commencement or supply of services and/or products, this amount must be paid in full within fourteen (14) calendar days of acceptance of a quotation and/or contract. Non payment of this amount will be regarded as a breach of contract
   
9. In the event where there is ambiguity or no specific agreed amount has been agreed to for the commencement and/or supply of services and/or products, then the total quotation and/or contract amount must be paid in full within fourteen (14) calendar days of acceptance of a quotation and/or contract before any work and/or supply will be instituted by VE
10. Upon delivery of a product and/or service to the client, a representative or an agent of the client such as carrier or a courier company, a client appointed service provider, delivery persons etc., VE will regard this as being delivered to the client. Under no circumstance will delivery to any of the above change or cancel any contract and /or invoice obligations the client has with VE
11. In all cases where delivery is by carrier, the carrier shall be deemed to be the client's agent and delivery to such carrier shall be deemed to be delivery to the client
    
12. In the event that the quotation and/or contract sum is not paid for in full or part, depending on the conditions above, within fourteen (14) calendar days then VE reserves the right to cancel the contract and recover any sums, equipment, hardware, software, documents that belongs to VE. All costs for such recovery will be for the clients account
    
13. In the event that the client is in breach of these terms and conditions or any other contract, VE is entitled to recover all costs  pertaining to the clients contract/project from the client
    
14. Only completed products (hardware or software) belong to the client, all items used in the development process belong to VE
15. All goods remain the sole and absolute property of VE until full payment has been received by VE from the client
    
16. If in the even that VE cancels the contract, VE cannot be held liable by the client for any loss or damage whatsoever. This includes but is not limited to loss of income, loss due to delays, unforeseen circumstances, etc.
17. At no point once a contract has been entered into between VE and the client, must the client withhold nor is the client entitled to withhold any payments and/or amounts that may be due. If payments and/or amounts are unpaid and recovery of these payments and/or amounts must be instituted by VE, then the client becomes liable for costs due for the recovery of these payments and/or amounts along with the due payment and/or amount
18. In the event of VE agreeing to a retention amount being held by a client, this can only be a maximum of ten percent (10%) of the contract and/or quotation fee and the retention period cannot be longer than six (6) months after delivery of the product and/or service. The terms of such a retention must bereduced to in writing and signed by VE and the client. At no point can the retention amount be held indefinitely
19. If at any point there is ambiguity regarding the terms and conditions of any retention sums being held by the client, VE at its sole discretion reserves the right to request for full payment immediately
20. Retentions by the client can only be in the form of money and no other form such as withholding any equipment, hardware etc.
21. No deviation from the payment terms will be accommodated
22. All deposits and payments are non-refundable
23. All payments are regarded as being received only once the payment appears in VE's bank account and has been fully cleared by VE's bankers. In general cheque deposits are the longest to clear and take a minimum of ten (10) working days, this must be considered by clients when requiring goods urgently
    
24. All Directors, Members, Partners and/or Proprietors pertaining to the client are automatically regarded assureties and they are held responsible for all contracts/agreements and payments
25. All prices excludes V.A.T. and other taxes that may apply
26. If V.A.T. or any other taxes is to be implemented, then the applicable V.A.T. or other taxes pertaining to the laws of South Africa will apply
27. All quotations not accepted may have costs incurred and these must be paid for by the client, this is especially true for development quotations and repair quotations
28. All quotations not accepted within five (5) days will be assumed to be cancelled
29. In some circumstances, especially in development contracts/quotes, a deposit (if applicable) or full payment is due to in order to complete an acceptance of a quote
    
30. For goods that fall into the category of being returnable (such as some computer hardware products), these must be returned unused with all manuals, cables, and items supplied and fully sealed within thirty six (36) hours of the date of invoice
31. Items that are returnable cannot be returned after thirty six (36) hours of the date of invoice
32. In special circumstances and at the sole discretion of VE, some items are returnable for a non-cash credit to the value of eighty percent (80%) of the lesser of the invoice amount or the current amount of the item
33. In special circumstances a fifteen percent (15%) handling fee is applicable for all items that are returned without manuals, cables, etc. VE must be consulted on this matter
34. In general software products and development products and/or services are not returnable
35. At no point will VE be held responsible for delays to a contract/project due to delays by a client and/or a client's agent or representative. The client cannot hold back or retain any payments in this regard whatsoever
36. The client hereby acknowledges that should any amount (in part or full) not be paid on due date, the full amount owing by the client to VE shall immediately become due andpayable without any notice of whatsoever nature, notwithstanding that any amount may, as at that date, not yet be due. The client shall pay interest on all overdue amounts at a compound rate (compounded according to VE's bankers) of 7% per annum above the prime overdraft rate charged by VE's bankers to VE. The client further agrees that in the event of its default in any respect whatsoever towards VE, VE shall be entitled to place the customer on "stop supply" without any notice notwithstanding that the client may have placed an order for the supply of goods and/or services prior to the "stop supply" date
    
37. In contracts which have any time lines for various points in a contract and/or project, these are to be regarded as purely an estimate. It is in no way binding whatsoever. This is especially true for contracts in which VE makes use of third parties, their tools and/or products since VE cannot be held responsible for matters arising with third party items/products/services
38. In all contracts which VE have specifically used third party suppliers/service providers and the like, these fees are payable in full by the client and the client cannot withhold any payments whatsoever. Retentions cannot be instituted for monies due to any third parties that VE uses, only monies pertaining to products directly developed by VE can have retentions instituted
    
39. The client hereby chooses as his/her/its domicilium citandi et executandi for the delivery of any notices for legal process to
    be delivered consequent to any breach of these terms and conditions or other agreements by the client, the client’s physical address as reflected on a letterhead or document with the physical address of the client and/or, as indicated in a written contract and/or the last known address that was visited by a representative of VE. In the event that the client has changed their legal address for delivery of notices andthis has not been provided to VE, VE reserves the right to choose an address that is appropriate for delivery of any notices
    
40. No addition, subtraction, alteration or variation to these terms and conditions shall be of any force or effect or binding on the
    parties hereto unless reduced to writing and signed by VE and the client
41. These terms and conditions together with other annexures or agreements constitutes the whole agreement between VE and the client and no agreements, representations, additions, warranties, undertakings shall be of any force or effect unless it is reduced to writing and signed by VE and the client. No indulgence whatsoever of any nature whatsoever extended by VE to the
    client will constitute a waiver or a novation by VE of any of its rights under these terms and conditions
42. No relaxation or indulgence granted by VE to the client and/or the surety(ies) shall be deemed to be a waiver of any of the rights of VE in terms of these terms and conditions and suchrelaxation or indulgence shall not be deemed to be a novation of any of the terms and conditions hereto
    
43. VE is entitled, without notice to the client, to cede any of its rights or obligations in terms of these terms and conditions and any other annexures or written contract to any third party
44. VE attempts to use the best available products and/or services from other parties. In the event that there are delays, problems or issues regarding these products and/or services from other parties, VE cannot be held responsible for such matters. Under no circumstance will the client be entitled for compensation in any form for losses due to these delays, problems or issues regarding products and/or services of other parties
45. All contract specifications, technical information, etc. must be reduced in writing by VE and the client. In the event that these specifications have not been reduced in writing, then VE reserves the right to choose the specifications that may be appropriate at its solediscretion
46. All intellectual property and/or confidential information that belongs to VE is to be regarded as "confidential" and at no point must the client sell, destroy and/or pass on this property or information to any other parties without the consent of VE
47. It is the client's responsibility to ensure that any intellectual property and/or confidential information provided and/or licensed by VE to the client, an agent and/or representative and/or assigned party of the client, be treated in the same manner and with the same confidentiality that it is intended to have.
    
48. Under no circumstances will any information or intellectual property that was provided by VE to the client or its agents/representatives result in any waiver of these terms and conditions as well as others that may apply
    
49. If any intellectual property that belongs to VE is provided to the client, there may be royalty and/or license fees due for the use of such property. An additional contract may besigned for use of such property
50. Unless specifically stated, all hardware products developed by VE carry a one (1) year warranty from the date of invoice, all hardware products that are not developed by VE carry the supplier's/developer's/manufacturer's warranty and VE is merely an agent for the supplier, software products carry no warranties if not developed by VE, software products developed by VE carry a six (6) month warranty from the date of invoice, development services carry a six (6) month warranty from the date of invoice
51. Warranty matters will only be entertained if reduced in writing and the issue clearly indicated
52. All warranty items must be returned with a full fault report to VE at the warranty office. The costs involved in transporting the warranty items to VE is for the clients cost
53. Any warranties will be void if the serial number or its label is missing. This includes breakage of warranty void stickers and the like
54. The warranty will be void if items arewritten on or tampered with
55. A product will be declared void and out of warranty if it is mishandled, struck by lightening or power surges, scratched, written on, damaged, broken, cracked, attempts to reverse engineer and/or tamper with the product
    
56. VE does not deliver nor cover the cost of delivery of repaired items, returned items or warranty items
57. Should goods be defective within seven (7) days of purchase, it will be it will be attended to immediately after being tested by VE's technicians. A full written fault report must accompany the item
58. Any support and/or services to be provided to the client will be an additional charge to the client unless it has been included as part of a contract and has been specifically indicated in the contract. The support and/or service charge is an hourly rate applicable to VE standard hourly rate applicable at the time the support and/or service is carried out
59. In general all transport costs and/orcall out fees are an additional charge to the client
    
60. All installation costs are an additional charge to the client
    
61. For all repairs that are done, it is the client's responsibility to ensure that all data is appropriately backed up or stored. In general it must be assumed that VE could delete all information and return the product to the original manufacturers intended state
    
62. Vardaan is not responsible for the loss of cables, software or ink/toner cartridges and non Vardaan supplied items for booked-in goods
63. Vardaan is not liable for any loss of data whatsoever and any costs regarding the matter is for the clients cost
    
64. In the event of VE ceasing to exist, the client is entitled to take delivery of products (hardware and software) in their incomplete form. However this does not include any intellectual property and/or equipment and/or parts used by VE in the development process, these will still belong to VE
65. In the event of any ambiguity and/orconfusion regarding matters due to VE ceasing to exist, the trustees appointed to handle VE's matters will at their discretion resolve the ambiguity and/or confusion
66. No amendment and/or alteration and/or deletion 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 VE.  No agreement, whether consensual or unilateral or bilateral, purporting, to obligate VE to sign any written agreement to amend, alter, vary, delete, add or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by VE