These Terms and Conditions ("Terms") govern the provision of managed backup, endpoint security, IT management and related services ("Services") by CWV Technologies (Pty) Ltd ("CWV Technologies", "we", "us") to the customer identified in a signed proposal, quotation or accepted bundle order ("you", "the Client"). By accepting a quotation, placing an order or using the Services, you agree to these Terms. In the event of a conflict, a signed master services agreement or statement of work prevails over these Terms.
1. Services
1.1. We provide the managed service bundles described on our Bundles page, including backup and disaster recovery, endpoint antivirus and security, device management, monitoring and support, as selected by the Client.
1.2. The specific scope, quantities (devices, users, servers, storage), pricing and any additional deliverables are set out in the applicable quotation or order ("Service Schedule").
1.3. We may improve, update or modify the Services (including underlying software components) provided the overall functionality and protection level is not materially reduced.
2. Term and Termination
2.1. Unless otherwise agreed in writing, Services are provided on a month-to-month basis and renew automatically each month.
2.2. Either party may terminate on 30 (thirty) days' written notice. Annual-commitment agreements run for their stated term and may be terminated early subject to payment of the remaining discounted balance.
2.3. We may suspend or terminate Services immediately if you breach these Terms and fail to remedy the breach within 7 days of notice, or if your account remains unpaid after the notice period in clause 6.
2.4. On termination, we will provide reasonable assistance to export your data and transition services, at our then-current hourly rates where the scope exceeds normal offboarding.
3. Client Responsibilities
3.1. You must provide accurate information about your environment, timely access to systems and premises where required, and a designated contact authorised to make decisions.
3.2. You remain responsible for: maintaining valid software licences you own; ensuring users follow reasonable security practices (including password hygiene and prompt reporting of suspected incidents); maintaining internet connectivity and compatible hardware; and notifying us of changes to devices, servers or users covered by a bundle.
3.3. You must not use the Services for unlawful purposes, to store or distribute malicious or infringing content, or in a way that interferes with our systems or other clients.
4. Backup Services Specific Terms
4.1. We configure, monitor and maintain backups on a commercially reasonable basis and alert you to failures we detect. Backup schedules, retention periods and storage allocations are defined in your Service Schedule.
4.2. Recovery objectives (such as RPO/RTO) are targets, not guarantees, and depend on factors including data volumes, bandwidth and the nature of the failure.
4.3. You are responsible for notifying us of new systems, applications or data that must be included in backup scope. Data outside the agreed scope is not backed up.
4.4. Test restores are performed per your bundle level (e.g. quarterly on server bundles). We strongly recommend — and can arrange — additional recovery testing on request.
4.5. On termination, backup data is retained for 30 days and then securely deleted, unless you request earlier deletion in writing.
5. Security Services Specific Terms
5.1. Security software and managed detection services materially reduce risk, but no security solution prevents all threats. We do not warrant that the Services will detect or prevent every malware infection, intrusion or data-loss event.
5.2. You remain responsible for user behaviour, physical device security and for implementing recommendations we make (e.g. enabling multi-factor authentication) unless implementation is expressly included in your bundle.
5.3. Incident response beyond the scope of your bundle (e.g. forensic investigation, extended remediation) is billed separately at our then-current rates, with your approval obtained beforehand where practicable.
6. Fees, Invoicing and Payment
6.1. Fees are quoted in South African Rand, exclusive of VAT, and invoiced monthly in advance unless otherwise agreed.
6.2. Payment is due within 7 days of invoice date. Overdue amounts attract interest at 2% per month, and Services may be suspended after 14 days' written notice of non-payment.
6.3. Device, user, server or storage quantities are reconciled monthly; growth is billed pro rata at bundle rates. Volume discounts apply as published or per your Service Schedule.
6.4. We may adjust pricing with 30 days' written notice, including adjustments linked to exchange-rate movements or supplier price changes. You may terminate on notice if an increase exceeds 10% in a 12-month period.
7. Service Levels and Support
7.1. Monitored alerts are actioned per your bundle level, with a target first-response time of under 15 minutes for critical alerts on managed bundles, during and outside business hours via automated monitoring.
7.2. General support is provided during business hours (08:00–17:00 SAST, Monday–Friday, excluding public holidays). Emergency support arrangements for managed clients are described in the applicable Service Schedule.
7.3. Scheduled maintenance will, where possible, be performed outside business hours with reasonable advance notice.
8. Data Protection (POPIA)
8.1. Each party complies with the Protection of Personal Information Act, 2013 ("POPIA"). Where we process personal information on your behalf, we do so as operator under your instruction, applying appropriate technical and organisational security measures.
8.2. We process personal information only to deliver the Services, do not sell or disclose it to third parties except sub-processors bound by equivalent obligations, and notify you without undue delay of any confirmed security compromise affecting your data.
8.3. You warrant that you have the lawful basis to provide any personal information to us and that your instructions comply with POPIA.
9. Confidentiality
9.1. Each party keeps the other's confidential information (including system credentials, configurations, business data and pricing) strictly confidential, using it only for the purpose of the Services, for the duration of the agreement and 3 years thereafter.
9.2. These obligations do not apply to information that is public, independently developed, or required to be disclosed by law or a competent authority.
10. Warranties and Disclaimers
10.1. We warrant that Services will be performed with reasonable skill and care by suitably qualified personnel, in accordance with generally accepted industry standards.
10.2. Except as expressly stated, the Services are provided "as is" and we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by law.
10.3. Third-party software and cloud components used to deliver the Services are subject to their suppliers' terms; we pass through to you the benefit of any warranties we are entitled to enforce.
11. Limitation of Liability
11.1. Neither party is liable for indirect, consequential or special damages, including loss of profits, revenue, goodwill or anticipated savings.
11.2. Our total aggregate liability arising from the Services is limited to the fees paid by you for the affected Services in the 6 months preceding the event giving rise to the claim.
11.3. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited, and nothing excludes your rights under the Consumer Protection Act, 2008 where that Act applies.
11.4. You acknowledge that backups are a risk-mitigation measure; liability for data loss is subject to clauses 4 and 11.1–11.2, and we recommend retaining an independent copy of irreplaceable data.
12. Indemnity
12.1. You indemnify us against claims by third parties arising from your unlawful use of the Services, your content, or your breach of these Terms.
12.2. We indemnify you against third-party claims that our delivery of the Services (excluding third-party supplier components and your content) infringes intellectual property rights.
13. Force Majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control — including power-grid failures and load shedding, telecommunications outages, natural disasters, strikes, war, pandemics or supplier infrastructure failures — provided the affected party notifies the other promptly and uses reasonable efforts to resume performance. If force majeure continues for more than 60 days, either party may terminate without penalty.
14. Intellectual Property
14.1. We (or our licensors) retain all rights in our tools, documentation, processes and materials. You receive a non-exclusive right to use deliverables for your internal purposes during the term.
14.2. You retain all rights in your data. You grant us the limited rights needed to host, copy and process your data solely to deliver the Services.
15. Governing Law and Disputes
15.1. These Terms are governed by the laws of the Republic of South Africa, including the Electronic Communications and Transactions Act, 2002.
15.2. Disputes will first be referred to good-faith negotiation between senior representatives, then to mediation, before either party approaches the courts of South Africa, to whose jurisdiction the parties consent.
16. General
16.1. These Terms, together with applicable Service Schedules, constitute the entire agreement and may only be varied in writing signed by both parties — except that we may update these Terms for future renewals with 30 days' notice on our website.
16.2. Neither party may assign the agreement without the other's consent, not to be unreasonably withheld.
16.3. No relaxation or indulgence granted by either party constitutes a waiver of that party's rights.
16.4. If any provision is found invalid or unenforceable, the remainder continues in full force.
16.5. Notices may be given by email to the addresses on record; to us at info@cwv-tech.co.za.