Updated as of 16th June 2022 

These Innovation Services Terms of Service (“Innovation Service Terms“) govern the Client’s use of Netsurit Innovation Services. By subscribing to or using Netsurit Innovation Services, the Client agrees to be bound by the proposal accepted by the Client (the “Proposal”), these Innovation Service Terms and the Netsurit Master Services Agreement (the “MSA”) all of which shall be deemed to govern the relationship between the Parties in relation to the provision of the Netsurit Innovation Services.. 

1. DEFINITIONS 1.1. “Charges” means (a) the costs incurred by Netsurit in procuring any software licenses and/or equipment as part of a Task for and at the written request and cost of the Client, which software licenses and/or equipment (as the case may be) shall be specified in the Proposal; and/or (b) the additional charges levied by Netsurit for the provision of the Netsurit User Adoption Service and/or NSPARK as part of the Netsurit Innovate Service; 

1.2. “CPI” means the average Consumer Price Index for the preceding 6-month rolling period, as published by Statistics South Africa or its replacement; 

1.3. “Return on Innovation Guarantee” or “Guarantee” means the guarantee proposed by Netsurit, and accepted by the Client in the updated Proposal in accordance with and subject to the provisions of clause 5 below; 

1.4. “Service Fee” means the standard Fee payable on a monthly basis by the Client to Netsurit as set out in the Proposal; 

1.5. “Service Period” means the Initial Service Period together with any renewal thereof as contemplated in clause 3; and 

1.6. “Task” means any digital transformation initiative and corresponding service requirements that are stipulated in the Proposal as being identified and agreed to between the Parties and which shall be implemented by Netsurit as part of the Netsurit Innovate Service (including, but not limited to, regular Agile development engagements between the Parties, user acceptance testing and the procurement of any software licenses and/or equipment required for the purposes of achieving an agreed digital transformation initiative, as set out in the Proposal). 

Terms defined in the Proposal and the MSA shall have the same meaning when used in these Innovation Service Terms and: 2 

2. NETSURIT INNOVATION SERVICES 2.1. Netsurit offers a range of innovation services consisting of, the following services and collectively defined as the “Netsurit Innovation Services” or the “Services”: 2.1.1. Netsurit Innovate Service, comprising of (a) a “Return on Innovation Workshop” and automation assessment; and (b) the roll-out of bespoke digital transformation initiatives that optimise or build on a Client’s existing product stack; and 

2.1.2. Netsurit User Adoption Service, comprising of the roll-out of user training and organisational change management techniques to embed the above digital transformation initiatives (provided at the discretion of Netsurit and in accordance with the needs of the relevant Client, subject to any additional charges and any terms and conditions specified in the relevant Proposal); and/or 

2.1.3. Netsurit Productivity Monitor (NPM), comprising a cloud native (SaaS) productivity monitoring and awareness tool that analyses data from local devices (via an agent) and Microsoft 365 (via the cloud) to provide insights into the productivity and well-being of a team and organisation (provided at the discretion of Netsurit, in accordance with the needs of the relevant Client and free of any additional charges if provided as part of the Netsurit Innovation Services, subject to any terms and conditions specified in the Proposal); and/or 

2.1.4. NSPARK, comprising a SaaS ideation application that allows a facilitator to setup a challenge and invite team members to join the challenge for idea capture and voting and thereby contribute meaningfully to the creative process of generating, developing and voting on new ideas (provided at the discretion of Netsurit and in accordance with the needs of the relevant Client, subject to any additional charges and any terms and conditions specified). 

3. TERM 3.1. Initial Service Period: These Innovation Service Terms will commence on the date of Client’s acceptance of the Innovation Service Terms by electronic or written means and shall continue for a period of 12 (twelve) consecutive months from date of acceptance, the Initial Service Period. 

3.2. Renewal: At the end of the Initial Service Period and each subsequent Service Period, the term shall automatically renew for an addition 12 (twelve) month Service Period (each a “Renewal Period”) unless notice of cancellation is received by Netsurit no later than 60 (sixty) calendar days prior to the expiry of 

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the Initial Service Period or relevant Renewal Period, as the case may be. The Service Fee for each Renewal Period shall be increased at the rate of CPI. 

3.3. Application and Validity of Innovation Service Terms: These Innovation Service Terms shall apply and remain valid for the full duration of a Service Period and any period beyond a Service Period for which any Return on Innovation Guarantees remain valid. 

4. SERVICE LEVEL 4.1. Mapping: Within the first month of the Initial Service Period or such other period as the Parties may agree to in the Proposal, Netsurit shall arrange and conduct a Return on Innovation Workshop and an initial automation assessment with the Client to assess the Client’s digital transformation needs. At any time during a Service Period as agreed between the Parties in the Proposal, Netsurit shall provide the Client with periodic updates to such automation assessment. Unless otherwise agreed between the Parties in the Proposal, no Return on Innovation Workshop and initial automation assessment with the Client shall be conducted outside the Initial Service Period. 

4.2. Task Scheduling: Upon completion of the Return on Innovation Workshop and initial automation assessment, the Parties shall, identify and agree on the following: 4.2.1. Tasks for implementation by Netsurit during the Service Period; 

4.2.2. A Return on Innovation Guarantee per Task; and 

4.2.3. An implementation schedule for such Tasks. 

4.3. Task Implementation: Upon agreement being reached between the Parties, and subject to these Innovation Service Terms, Netsurit shall commence implementation of the Tasks as per the above implementation schedule. 

4.4. Task Completion: A Task will be considered complete once all requirements specified for such Task have been met and Netsurit has determined, in its sole discretion and after consultation with the Client and communicated to the Client in writing, that all requirements specified for such Task have been met. Netsurit’s discretion in this regard shall be exercised reasonably. 

4.5. Changes to Tasks and Task Scheduling: In the event that the Client requires changes to be effected to the Tasks and/or the implementation schedule specified in the Proposal during a Service Period, such changes, together with any corresponding changes to the relevant Return on Innovation Guarantees required by Netsurit, shall be discussed and agreed to in advance between the Parties in an updated accepted Proposal (which updated Proposal shall replace any prior Proposals agreed to between the Parties in relation to the Netsurit Innovation Services). No such changes shall be effective unless agreed to in an updated Proposal signed by both Parties. 

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5. RETURN ON INNOVATION GUARANTEE: 5.1. Return on Innovation Guarantee Workshop: 5.1.1. Within 1 month of the acceptance by the Client of the Proposal (“Acceptance Date”) the Client shall attend a workshop (“Workshop”) at which the Parties shall explore and agree the Tasks. Should the Client accept the Guarantee Proposal, the Proposal shall be updated to include the details of the Guarantee and signed by both Parties. Should the Client not accept the Guarantee proposal, it shall have the right to terminate the Innovation Service at the end of the first month after the rejection of the Guarantee proposal. 

5.1.2. Should the Workshop not be completed by the second month following the Acceptance Date, the Guarantee shall not be applicable for the Initial Service Period. Netsurit may hold a Workshop again at the beginning of the Renewal Period whereupon the provisions of clauses 5.1.1 and 5.1.2 shall once again apply. 

5.2. The Return on Innovation Guarantee: 5.2.1. The Guarantee shall become effective on the date on which the Tasks for which such guarantee was provided is considered complete in terms of clause 4.4 above and shall remain valid for a period of 12 (twelve) consecutive months subject to the quarterly review by the Parties of the Guarantee and the results of the Innovation Services against such Guarantee. Any adjustments to the Guarantee or any Tasks required to meet such Guarantee shall be agreed by the Parties and signed as an addendum to the Proposal. 

5.2.2. Should the Guarantee not be met by the end of the Initial Service Period (or Renewal Period, as the case may be), Netsurit shall, at its cost, continue to provide the Services until such Guarantee is met, subject to a maximum of 3 (three) months. In this regard, the Client shall receive an invoice and a corresponding credit note for each month in this 3-month period until the Guarantee is met or the expiry of the 3-month period, whichever is the earlier. Should the Guarantee still not be met at the end of this period, the Client shall have the option to (i) terminate the Services with immediate effect; or (ii) continue to receive the Services in accordance with these Innovation Service Terms, including, without limitation: 5.2.2.1. those relating to the Guarantee, which Netsurit will continue to work towards to the extent any Task is not completed/Guarantee is not met, where the value received by the Client as a result of a Task/s completed in the Initial Period shall continue to accumulate towards the Guarantee in subsequent Renewal Periods; and 

5.2.2.2. those relating to the Service Fee and Charges and the early termination provisions of clauses 6 and 7 respectively. 

5.2.3. It is recorded and agreed that the Guarantee shall not apply to, or in respect of, any errors or defects occurring in the Client’s systems and/or any delays in the completion of any Task resulting from: 5.2.3.1. The Client failing to follow Netsurit’s written advice and/or instructions with regard to the Netsurit Innovation Services or any part thereof; 

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5.2.3.2. Any modifications or enhancements to the Netsurit Innovation Services (or any part thereof) not made by Netsurit; 

5.2.3.3. The failure by the Client to install any upgrade, bug fix or update required for the purposes of maintaining and securing its IT systems, processes and infrastructure; 

5.2.3.4. The abuse, negligent use or misuse of the Netsurit Innovation Services (or any part thereof), and/or the Client’s systems, by the Client or any third party; 

5.2.3.5. Any decision taken unilaterally by the Client to suspend or terminate the implementation of a Task; and/or 

5.2.3.6. Any other act or omission on the part of the Client or any third party; and 

5.2.4. Be honoured by Netsurit in the event that Netsurit fails to complete a Task in accordance with the Proposal, subject to clause 5.2.2 above. 

5.2.5. Notwithstanding the foregoing, Netsurit shall be entitled, at any time and for any reason whatsoever, to retract/cancel the Guarantee, provided that it shall credit the Client with an amount equal to Service Fee paid or payable by the Client for the month preceding the date on which Netsurit elects to exercise this right. 

5.2.6. For the avoidance of doubt, should the Services be terminated at any time, the Guarantee shall automatically terminate. 

6. PAYMENT OF SERVICE FEES AND CHARGES: 6.1. Service Fees and Charges shall be paid by the Client to Netsurit in accordance with the Proposal as read with the MSA. 

7. EARLYTERMINATION OF SERVICE: 7.1. The Netsurit Innovation Services may be terminated by the Client during a Service Period on the terms and conditions set out below: 

7.2. The Client may terminate the Netsurit Innovation Services for any reason whatsoever upon written notice to Netsurit within the first month of the Initial Service Period, provided that the Client shall remain liable for the payment of the Service Fee and any Charges payable for such month. 

7.3. Should the Client not terminate the Netsurit Innovation Services within the first month of the Initial Service Period, such Service shall continue to be provided to the Client, and the Client shall be liable to pay the Service Fee and any applicable Charges, for the full duration of the Initial Service Period. 

7.4. The Client may terminate the Netsurit Innovation Services after the first month of the Initial Service Period or during any subsequent Service Period, under the following conditions: 7.4.1. The Client must supply Netsurit with a written notice of consideration to terminate the Netsurit Innovation Services, clearly outlining all grievances and concerns. 

7.4.2. The Client shall meet (hereafter referred to as the “Grievance Meeting”) with a Netsurit Account Executive or equivalent representative within 5 (five) Business Days to outline all grievances 

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and concerns and develop an action plan to address such grievances and concerns with deliverables. Both Netsurit and the Client must sign off the deliverables agreed upon at the Grievance Meeting. 

7.4.3. The Grievance Meeting will then invoke a 1 (one) month remedial period in which Netsurit will have the opportunity to resolve all grievances and concerns that have led the Client to take this course of action. 

7.4.4. After the 1 (one) month remedial period, the Client shall meet with a Netsurit Account Executive or equivalent representative within 5 (five) Business Days to establish if all grievances and concerns have been resolved to the satisfaction of the Client: 

7.4.5. If any grievances or concerns have not been resolved to the satisfaction of the Client, then the Client may invoke a 1 (one) calendar month termination. This termination must be accompanied by a written notice of termination addressed to Netsurit. 

7.4.6. If all grievances and concerns have been resolved to the satisfaction of the Client, then the notice of consideration to terminate the Netsurit Innovation Services will become null and void. 

7.4.7. If, however, any of the concerns and grievances outlined in the Grievance Meeting do occur again during the remainder of the relevant Service Period, then the Client may invoke a 1 (one) calendar month termination. This termination must be accompanied by a written notice of termination addressed to Netsurit. 

8. RESERVATION OF RIGHTS; LIMITATIONS REGARDING SERVICES 8.1. Client’s Obligations: The Client acknowledges and accepts that it is solely responsible for: 8.1.1. Ensuring the accuracy and completeness of all Data submitted by it to Netsurit to enable the provision of or for the purposes of the Netsurit Innovation Services; and 

8.1.2. Checking the accuracy, completeness and relevance of any information provided to it by Netsurit. 

8.2. Fair Use Policy: By signing up for and using the Netsurit Innovation Services, the Client agrees to be bound by the fair use policy below. This fair use policy is designed to ensure that the Netsurit Innovation Services is of great value, high quality and reliable whenever Netsurit’s Clients use the Netsurit Innovation Services: 8.2.1. Netsurit shall be entitled, in its sole discretion, to delay or suspend implementation of any Task(s) in the event that the Client is deemed by Netsurit to be utilising the Netsurit Innovation Services (or any part thereof) in a manner not reasonably intended by Netsurit (including, for example, over-utilisation of the Netsurit Innovation Services) or in violation of any law or this Agreement. 

8.2.2. Notwithstanding Netsurit’s rights in terms of this clause 8.2, Netsurit shall ensure that it honours any Return on Innovation Guarantee that may be applicable. 

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8.3. Client’s Consent to Use of Data: The Client acknowledges and accepts that, by submitting any Data to Netsurit for the purposes of receiving the Netsurit Innovation Services, the Client consents to and has the necessary authority to permit Netsurit using such Data for the purposes and on the terms and conditions set out in these Innovation Service Terms. 

8.4. Exclusions: The Netsurit Innovation Services does not include (a) the provisioning of any services in respect of defects or errors resulting from any one or more of the instances set out in clause 4.2 above; and (b) the provisioning of training to the Client on how to maintain its systems after termination of the Netsurit Innovation Services. These services may be provided to the Client by Netsurit in terms of a separate agreement entered into between the Parties (which agreement shall set out the Fees and charges payable by the Client for such services). 

8.5. Suspension of Service: Netsurit reserves the right to suspend the provision of the Netsurit Innovation Services in the event that all Service Fees and Charges payable by the Client have not been paid in full. 

8.6. Information provided by Netsurit: The Client acknowledges and accepts that all information provided to the Client by Netsurit during the Service Period for the purposes of providing the Netsurit Innovation Services is: 8.6.1. Premised on the Data submitted by the Client to Netsurit, the accuracy and completeness of which cannot be verified by Netsurit; 

8.6.2. Provided only for information purposes and shall therefore not in any way be construed as advice; and 

8.6.3. Is confidential and, unless otherwise agreed with Netsurit in writing, shall not be disclosed by the Client to any other third party (save to the Client’s legal advisors, accountants and technical advisors solely for the purposes of obtaining professional advice thereon). 

8.7. Intellectual Property: Any new Intellectual Property developed by Netsurit for the Client during the course of providing and for the purposes of the Netsurit Innovation Services (including, for example, systems built for the Client by Netsurit) shall be owned, and may continue to be used after the termination of the Netsurit Innovation Services, by the Client upon full payment of all relevant Service Fees and Charges payable by the Client in accordance with these Innovation Service Terms. Netsurit shall have a perpetual, non-terminable, irrevocable, non-exclusive, transferable licence to use, copy, modify and communicate such new Intellectual Property for any purpose in connection with the Netsurit Innovation Services and the resultant works. This clause 8.7 shall survive the termination of these Innovation Service Terms.