Professional Services Terms and Conditions

These Professional Services Terms and Conditions (“Terms and Conditions”) govern the delivery of consulting services provided by Data 123 to the client (“Client”) as specified in the applicable Services Schedule, which is executed by both parties and references these Terms and Conditions.

1. Definitions
a. “Services” means the configuration, implementation, training, consultation, or other professional services provided by Data 123 to the Client, as detailed in the Services Schedule.
b. “Services Schedule” means any mutually agreed services schedule, Data 123 quotation, order form, statement of work, or other document executed by Data 123 and Client that references these Terms and Conditions.
c. “Client Materials” means any materials, data, or information provided by the Client to Data 123 for the purpose of performing the Services.
d. “Confidential Information” means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Project Authorization and Services
The Services provided under these Terms and Conditions will be set forth in the Services Schedule. Each Services Schedule shall be governed by these Terms and Conditions. Client warrants that the individual executing the Services Schedule is a duly authorized representative of Client.

3. Payment for Services
Services fees are invoiced in two phases. Prior to commencement of the work, a 20%-50% deposit should be made upon receipt of an order, with an agreed payment plan between the Client and Data 123, except as otherwise specified in the Services Schedule. The fees specified in the Services Schedule are the total fees and charges for the Services and may be increased during the term of the Services Schedule as agreed by the parties. If any change affects the time or cost of performance, an adjustment in the time and/or compensation shall be agreed to by the parties before such modification shall be effective. Any additional expenses incurred by Data 123 in the provision of the Services shall be reimbursed by the Client, subject to prior approval.

4. Term and Termination
These Terms and Conditions shall remain in effect from the effective date specified in the Services Schedule through the completion of the Services. Each Services Schedule shall become effective on the date specified therein (“Services Effective Date”) and shall expire on the date that Services are completed (“Services Completion Date”). Either party may terminate the Services Schedule upon written notice if the other party materially breaches the Services Schedule and fails to cure such breach within thirty (30) days following receipt of notice describing the breach. Upon termination by Client for Data 123’s material breach, Client shall be liable only for payment for the Services rendered through the termination date and shall receive a pro-rata refund of any unused fees paid in advance for Services. In the event the process is not followed, Data 123 shall not be liable for any refund or legal claim issued by the Client. Upon termination, the Client shall pay Data 123 for all Services performed and expenses incurred up to the termination date. Each party shall return or destroy all Confidential Information of the other party in its possession. The rights and obligations of the parties under Sections 6 (Confidentiality and Intellectual Property), 7 (Limitation of Liability), and 9 (Governing Law and Jurisdiction) shall survive termination of these Terms and Conditions.

5. Provision of Services
Data 123 will perform Services based on a mutually agreed schedule. Services will expire unless scheduled and delivered within twelve (12) months from the date they were ordered. Services will ordinarily be performed by Data 123 or an authorized third-party representative, at Data 123’s sole discretion. All Services are subject to these Terms and Conditions.

6. Client Obligations and Responsibilities
Client shall provide Data 123 with timely access to Client Materials necessary to perform the Services. Client hereby grants Data 123 a limited right to use such Client Materials solely for the purpose of performing Services. Client represents and warrants that it has all necessary rights in the Client Materials to provide them to Data 123 for such purpose. Client shall provide Data 123 with safe access to Client’s premises as reasonably required for Data 123 to perform onsite Services, if agreed to by Client. Data 123 personnel shall comply with Client’s reasonable written rules and regulations related to the use of its premises, provided such rules and regulations are provided to Data 123 prior to commencement of the Services. Client acknowledges that timely provision of Client Materials, access to premises, and other necessary cooperation is essential to Data 123’s ability to provide the Services in accordance with any agreed-upon timelines. Data 123 shall not be liable for any missed deadlines or delays in the provision of Services to the extent caused by Client’s failure to fulfill its obligations under this Section. Client shall be solely responsible for any consequences, including delays in the Services, resulting from its failure to timely provide necessary materials, access, or cooperation.

7. Confidentiality and Intellectual Property
Data 123 shall maintain the confidentiality of all Client information and data disclosed or obtained during the course of providing the Services and shall use such information solely for the purposes of providing the Services. Data 123 shall not disclose such information to any third parties without the Client’s prior written consent, except as required by law. Data 123 retains all rights, title, and interest in any pre-existing intellectual property used in the provision of the Services. Any intellectual property created or developed by Data 123 specifically for the Client as part of the Services shall be owned by the Client upon full payment for such Services, subject to Data 123’s right to reuse general skills and knowledge.

8. Warranties and Limitation of Liability
Data 123 warrants that it will perform the Services in a professional and workmanlike manner, in accordance with industry standards. Client warrants that he/she has the right to provide the Client Materials to Data 123 for the purposes of the Services. Except for the express warranties set forth herein, Data 123 makes no other warranties, express or implied, regarding the Services or any deliverables. In no event shall either party be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to these Terms and Conditions or the Services, even if advised of the possibility of such damages. Data 123’s total liability under these Terms and Conditions shall not exceed the total fees paid by the Client for the Services, except for liability arising from Data 123’s gross negligence or willful misconduct.

9. Indemnification
Each party shall indemnify and hold harmless the other party from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from the indemnifying party’s breach of these Terms and Conditions, gross negligence, or willful misconduct.

10. Insurance
Data 123 shall maintain appropriate insurance coverage, including professional liability insurance, throughout the term of the Services.

11. Force Majeure
Neither party shall be liable for any delay or failure to perform due to circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, or strikes. In the event of any such delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay.

12. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of Botswana. Any disputes arising out of or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of Botswana.

Entire Agreement
The Services Schedule and these Terms and Conditions constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements or understandings, whether written or oral. Any modifications to these Terms and Conditions must be made in writing and signed by both parties. By executing a Services Schedule or making an initial payment, the Client acknowledges that he/she has read, understood, and agrees to be bound by these Professional Services Terms and Conditions.