TERMS AND CONDITIONS

  1. DEFINITIONS
  • “Content” means data and/or digital media, including but not limited to, text, designs, graphics, logos, icons and audio clips;
  • “Documentation” means documentation provided to you by NxGN, if any;
  • “NxGN” means NxGN (Proprietary) Limited, a private company with limited liability and registration number: 2006/017800/07
  • “Services” means the services as described in clause 3 below;
  • “User/s” means you as the user of this Website;
  • “Website” means the NxGN website located at http://www.nxgn.co.za;
  • “you” or “your” means you, as the User.

 

  1. ACCEPTANCE OF TERMS
  • These Terms and Conditions govern the Services provided to you by NxGN.

2.2  By using this Website, you are deemed to have agreed to be bound by these general Terms of Conditions as well as our privacy policy which is incorporated herein by reference. These terms become effective when you access this Website for the first time and constitute a binding agreement between us and you, which will always prevail. If you do not agree to the Terms and Conditions please discontinue your access or use.

2.3  The access to the services offered by this Website are provided to you on an “as is” and “as available” basis and free of charge, except where another agreement between us stipulates the contrary.

2.4  NxGN reserves the right to update, change or modify these Terms and Conditions from time to time. Your use of this Website thereafter shall be deemed to constitute your acceptance of the changes, modifications, additions or deletions to these Terms and Conditions.

2.5  NxGN provides the information on this Website without any warranty, express or implied. We accordingly accept no liability arising from the information being unsuitable for any specific purpose, outdated, inaccurate or incomplete.

2.6  The information, products and opinions expressed on the Website are of a general nature and should not be regarded as advice. NxGN will not be liable for any loss or damage arising from access to or the use of this Website or the information, content, materials or products appearing on this Website or any links to this Website.

 

  1. DESCRIPTION OF THE SERVICES

3.1  NxGN provides you with a non-exclusive, non-transferable, limited licence to use its Website and to use its services and products subject to a separate agreement between us and you as client.

3.2  The license to use shall include the right to use the version of the service or product initially licensed and any updates (minor enhancements and/or improvements, patches, fixes or the like) thereto but shall exclude the right to use any new feature or substantial additional functionality, unless as otherwise determined by NxGN.

3.3  Any updates as referred to in clause 3.2 above and any new feature or substantial additional functionality provided to you, either as part of the initial license of use or otherwise, shall be subject to these Terms and Conditions.

 

  1. SERVICES

4.1  NxGN is a premium technology based firm which combines in-house software, IT capabilities and analytics with pragmatic and practical business experience to provide vital products and solutions suited for the digital world.

4.2  The services, products and/or packages contained on this Website are an overview intended for awareness purposes only and subject to change without notice.

4.3  For specific information and applicable specifications please contact us at the contact details section.

4.4  You acknowledge that your use of the website and/or engagement with NXGN is subject to these general Terms and Conditions and any additional terms and conditions that may have been agreed between you and NxGN in any separate agreement. Any ancillary services provided by the NXGN shall be in terms of a separate agreement between you and NxGN.

 

  1. TITLE

5.1 You hereby acknowledge and agree that all right, title and interest to and in any product, service, package, design or the like created by NxGN, the Documentation and any other related materials thereto are, and shall remain, solely vested in NxGN. Save for Clause 8.3, nothing else contained in these Terms and Conditions will be deemed to convey on you any title, ownership, copyright or any other intellectual property rights in or related to the services, products or designs by NxGN and NxGN reserves all rights in and to its services, designs, solutions and products which are not expressly granted to you under any separate agreement with NxGN or licence of use.

 

  1. USE OF WEBSITE

6.1  You agree not to use or exploit this website for any purpose that is illegal, harmful or prohibited under South African law or in contravention of these Terms. You may not use this website to disclose, share, send or publish material that may be copyrighted, offensive, defamatory, regulated, inaccurate, untrue or damaging to any person and/or entity.

 

  1. PAYMENT

7.1  The details of pricing, costs and payment in relation to any product, solution, package or service by NxGN shall be provided to you upon request or in consultation with NxGN.

7.2  All payments shall be made to NxGN without deduction, set-off or withholding.

7.3  NxGN reserves the right to charge interest at the prime rate on all amounts which are not paid on the due date, from the due date until the date of payment.

 

  1. INTELLECTUAL PROPERTY

In relation to NXGN product and services

  • NxGN uses its knowledge, skills, creativity and expertise to design and construct the product to the client.
  • NxGN retains all title to all rights and interest in all software, data, analytics, coding, source, graphics, multimedia works, methodology, rights in know-how and Confidential Information, database rights, internet domain names, rights in web site addresses, semi-conductor topography rights, utility models, trademarks, service marks, trade names and design rights, in each case, whether registered or unregistered (including patent rights, copyrights, trade secret rights, trademark rights, and all other intellectual and related rights of any nature) relating to any product or solution made and/or designed by it or contained on this Website, or in any agreement with yourself.
  • Upon successful and satisfactory completion of a product or solution to a client, ownership thereof transfers to the client against full payment thereof as per the terms contained in a separate agreement between NxGN and the client.
  • Unless stipulated otherwise in any separate agremeent, NxGN hereby grants to the client a non-exclusive, revocable, royalty free, perpetual, non-transferable, licence to use the Background Intellectual Property Rights necessary to receive the Services, solely to the extent necessary to enable the client to receive the Services.
  • Notwithstanding Clause 8.3 above, NxGN retains the right, without any liability, to remake, redesign, re-use, market and sell the same or a comparable product to any other client/entity at any time and based on any terms and conditions it deems fit.

 

In relation to this Website

  • The material contained on this Website is for personal use and not for any commercial purposes;
  • any reproduction of our proprietary material from the Website or portion of it must include our copyright notice in its entirety;
  • you may not distort or otherwise modify the proprietary information in a manner that may be prejudicial to us.
  • The logos, trademarks, tradenames shown on the Website are our registered and unregistered intellectual property or that of third parties from whom we have the necessary permission to use the intellectual property. Nothing on this Website should be construed as granting you any license or right to use any trademark without our prior written permission and/or that of third parties, as the case may be.
  • We are the owner of the “http://www.nxgn.co.za” domain. No other person or entity has any right to use the aforesaid domain. Should you be contacted by or come across any website (other than this one) purporting to be the official website of NxGN, please report this to the contact details set out in clause 14 below.

 

  1. WARRANTIES

9.1  Save for the warranties provided by NxGN in any separate agreement with yourself, you acknowledge that the products, solutions and services are otherwise provided “as is” without any warranty of any kind, express or implied, including but not limited to warranties of performance, availability, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness, and delays.

9.3  NxGN also makes no representation about the suitability of the information contained in the Documentation and related graphics published as part of the Services and the Documentation and related graphics are provided “as is” without any warranties of any kind. The Documentation could include technical inaccuracies and typographical errors and NxGN may make improvements and/or changes to the Documentation from time to time.

 

  1. LIMITATION OF LIABILITY AND INDEMNITY

10.1  Under no circumstances shall NxGN assume any liability whatsoever for any loss or damage suffered by you in relation to your use of any of its products, solutions or services and/or any failure to comply with these Terms and Conditions nor shall NxGN be liable to you for any consequential, indirect, delictual, special, or other damages of any nature whatsoever or howsoever arising.

10.2  You hereby indemnify NxGN and its employees, directors and agents against any claim that may arise against NxGN as a result of your failure to comply with these Terms and Conditions, any infringement of a third party’s intellectual property in the creation and/or development of Content, any negligence on your part, either contractually or delictually and whether by act or omission, any violation by you of any laws or regulations.

10.3  NxGN hereby indemnifies you in respect of any claim by any third party to which any of its products or services may infringe on the intellectual rights of any third party. You are required to notify NxGN of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceedings involving any claim by any third party that its products, solutions, packages or services infringe on the intellectual rights of any third party. NxGN shall be entitled to assume control over the defence and/or settlement of such claim on written notice to you alternatively, NxGN shall be entitled to participate in the defence of such claim and may employ Counsel at its own expense to assist in the handling of such claim. No settlement may be entered into by you without NxGN’s prior written consent.

 

  1. PRIVACY POLICY

See NxGN’s privacy policy for information relating to the collection and use of your personal information.

 

  1. LINKS TO THIRD PARTY WEBSITES

12.1  The Website and/or any NxGN related communications may contain links to third party websites. These links to third party websites are provided solely for your convenience and does not imply endorsement by NxGN of the third party website.

12.2  You agree and acknowledge that these third party websites are not under the control of NxGN and NxGN is not responsible for the content of any linked site or any link contained in a linked site, or any changes or updates to such websites.

 

  1. FORCE MAJEURE

13.1  NxGN shall not be responsible for a failure to provide the Services or to produce any product to causes beyond its control, including but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, earthquakes, floods, acts of God and similar occurrences. Provision of the Services shall be resumed as soon as possible but within 30 (thirty) days of such cause.

 

  1. NOTICES

14.1  Except as otherwise provided, all notices and correspondence must be given in writing to NxGN at: Cube Workspace Bryanston, 1 Wedgewood Link Rd, Bryanston, Sandton, 2191 or nxgn@nxgn.co.za or such other addresses of which NxGN may give you notice.

 

  1. GOVERNING LAW

15.1  Any dispute arising under or in any way connected with these Terms and Conditions shall be subject to the laws of the Republic of South Africa.

 

  1. CESSION AND ASSIGNMENT
  • You will not be entitled to cede or assign any rights and/or obligations which you may have in terms of these Terms and Conditions to any third party.

16.2  NxGN may cede and/or assign any rights and/or obligations in terms of these Terms and Conditions upon notification to you.

 

  1. COSTS

In the event of any action or proceeding being brought to enforce or interpret any provision of these Terms and Conditions or recover any amounts, the prevailing party in such action or proceeding will be entitled to recover all costs incurred by it, whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgment.

 

  1. SEVERABILITY

Should any provision be declared illegal, invalid or unenforceable in any jurisdiction affected by these Terms and Conditions, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition and shall be severed from the balance of the provisions hereof, without invalidating the remaining provisions of these terms and conditions or affecting the validity or enforceability of such provision in any other jurisdiction.