Differences

This shows you the differences between two versions of the page.

--- terms_of_subcontractor_service [2025/06/11 17:47] – [Terms of Subcontractor Service] thesaint
+++ terms_of_subcontractor_service [2025/10/14 01:11] (current) – [16. Local Tech Engagement (REVISED RESTRAINT CLAUSE)] thesaint
@@ Line 1: / Line 1: @@
-**''see last modified date at base of all pages''**
+**//see last modified date at base of all pages//**
 {{:sc-ts.png?direct&700|http://sc-tickets.supportcall-isp.co.za/scp/}}
@@ Line 16: / Line 16: @@
 === USE OF THIS SITE, SUPPORTCALL TICKET SYSTEM AND WORK HANDLING ===
-  * It is **your responsibility** to regularly **check this page for updates**.
+  * It is **your responsibility** to regularly **check this page for updates** (see **Section 14** for notification terms on Material Changes).
   * By signing in, you act on behalf of your **company or the company you work for**.
   * **Subcontractor** agrees to perform **on-site** and **remote ICT services** as instructed by **SupportCALL** (**hardware**, **software**, **networking**, **cabling**, **PABX**, **biometrics**, etc.).
@@ Line 30: / Line 30: @@
   * Submit **quotes** for such work **before proceeding**.
   * Upload **photos** to **[Post Internal Note]** tab, **clearly labelled**.
-  * Photograph **serial numbers** of equipment at least every **3rd site visit** (**APs**, **repeaters**, **UPS**, etc.).
+  * Photograph **serial numbers** of equipment at least every **3rd site visit**:
+    * **APs**
+    * **Repeaters**
+    * **UPS**
+    * **Switches**
+    * **Firewalls**
+    * **etc.**
   * Always set correct **Ticket Status**, **Time Spent**, and **Time Type**.
   * Indicate whether **time is billable or not**.
@@ Line 40: / Line 46: @@
   * **Payment** is made within **30 days** of SupportCALL receiving **client payment**.
   * **Consolidating tickets** onto one invoice **without prior approval** may cause **delays**.
+  * One Ticket, one invoice.
   * You may **not retain or use any data/information** from SupportCALL or its clients for any other purpose.
   * After **termination**, no contact with **LOCAL TECHs**, **clients**, or **staff** for at least **10 years**, unless formally **re-engaged** by **SupportCALL**.
@@ Line 64: / Line 71: @@
   * Low: Contact within 24 hours, onsite within 48 business hours.
   * Failure to meet SLAs may result in review or penalties.
+  * Unless otherwise agreed
 === PRIORITY ===
@@ Line 84: / Line 92: @@
   * No client data may be kept, shared, or used outside SupportCALL-authorized purposes.
-=== LIABILITY AND INDEMNIFICATION ===
+===== 11. Governing Law =====
-  * Subcontractor holds SupportCALL harmless against:
+**11.1.** These Terms of Use shall be governed by and construed in accordance with the laws of the **SupportCALL entity** that is the contracting party and that issues the instruction for the services.\\
-    * Negligence
+**11.2.** If the contracting party is **SupportCALL (Pty) Ltd** (South Africa), the governing law will be the laws of **South Africa**.\\
-    * Breach of contract
+**11.3.** If the contracting party is **SupportCALL (Australia) Pty Ltd** (or equivalent Australian entity), the governing law will be the laws of the **State/Territory of that entity’s principal place of business** (e.g., Victoria) and the **Commonwealth of Australia**.\\
-    * Third-party claims during work for clients.
+**11.4.** By entering into this Agreement, you irrevocably submit to the exclusive jurisdiction of the Courts of the applicable Governing Law jurisdiction.
-  * Must maintain suitable insurance (liability, indemnity, etc.) and provide proof on request.
-=== DISPUTE ===
+===== 12. Liability and Indemnification =====
+**12.1. Subcontractor Liability:** The Subcontractor is solely liable for any and all loss, damage, injury, or expense arising from the performance of services under this Agreement, including liability arising from the Subcontractor's **(a) negligence or wilful misconduct**, **(b) breach of contract**, **(c) errors, omissions, or delays**, or **(d) breach of any statutory or common law duty (including consumer guarantees)**.\\
+**12.2. Indemnification:** Subcontractor agrees to indemnify, defend, and hold SupportCALL harmless against any and all claims, demands, liabilities, costs, or damages (including legal costs on a full indemnity basis) incurred by SupportCALL arising from or in connection with the Subcontractor's performance of services, including third-party claims by end-users or clients.\\
+**12.3. Insurance:** Subcontractor must maintain suitable insurance (including Professional Indemnity, Public Liability, and Workers Compensation/equivalent) with coverage amounts deemed necessary by SupportCALL, and must provide proof of coverage upon request. Failure to maintain required insurance is a material breach of this Agreement.\\
+**12.4. Limitation of Liability to Subcontractor:** SupportCALL's total aggregate liability to the Subcontractor for any and all claims arising out of or related to this Agreement shall be limited to the total fees paid by SupportCALL to the Subcontractor in the three (3) months immediately preceding the date the claim arose.
+===== 13. Dispute =====
   * Disputes remain between SupportCALL and the subcontractor only.
   * Refer disputes to senior executives first.
   * If unresolved in 7 days, it moves to arbitration.
   * Arbitration is final, binding, enforceable by High Court.
-  * South African law applies.
+  * **The arbitration will be governed by the laws determined under Clause 11.**
-=== TERM AND TERMINATION ===
+===== 14. Modification of Terms =====
+**14.1.** SupportCALL reserves the right to modify these Terms of Service from time to time to reflect changes in our business practices or legal and regulatory requirements.\\
+**14.2. Minor Changes:** For minor, non-material changes (e.g., correcting typos, adding contact information, or changes not affecting the core rights and obligations of the Subcontractor), the revised Terms will be effective immediately upon posting on the Ticket System.\\
+**14.3. Material Changes & Notice:** If a change is deemed **Material** (including, but not limited to, changes to payment terms, the scope of the Restrictive Covenant, or the Liability provisions), SupportCALL will provide the Subcontractor with **at least 30 calendar days' written notice** of the change before it takes effect. This notice will be delivered by one or more of the following auditable methods:
+  * **(a) System Notification:** A dedicated message posted to the **Ticket System message center** (logged against the Subcontractor's account).
+  * **(b) Login Screen Banner:** A non-dismissible notice or banner placed on the Ticket System login page.\\
+**14.4. Acceptance:** If the Subcontractor **logs in to the Ticket System** or **accepts a new ticket** after the effective date of the Material Change, the Subcontractor will be deemed to have accepted the new Terms. The act of logging in or accepting a ticket constitutes acceptance.
+===== 15. Term and Termination =====
   * Agreement begins upon first login and remains until terminated.
   * Either party may terminate with 30 days' written notice.
-  * SupportCALL may terminate immediately for serious breaches.
+  * SupportCALL may terminate immediately for serious breaches (including failure to maintain insurance, breach of Confidentiality, or gross negligence).
+===== 16. Local Tech Engagement =====
+**16.1. Prohibition on Bypassing SupportCALL:** The Subcontractor may under no circumstances engage directly with **SupportCALL's clients, end-users, or referral sources** outside of the SupportCALL Ticket System or agreed channels, both during the term of this Agreement and thereafter.\\
+**16.2. Post-Termination Non-Solicitation (Restrictive Covenant):** If this Agreement ends, the Subcontractor, or anyone associated with them, may not contact, solicit, or conduct business directly with any **SupportCALL Staff, clients, or end-users** who were clients of SupportCALL during the **12 months** immediately prior to termination.\\
+**16.3. Duration:** This restriction remains in force for a minimum period of **12 months** following the termination of this Agreement **or any SupportCALL services.**\\
+**16.4. No Poaching:** The Subcontractor agrees not to solicit, entice, or poach any **LOCAL TECHs, subcontractors, partners, or associates** of SupportCALL for a period of **12 months** following termination.\\
+**16.5. Enforcement:** If any part of this Clause 16 is found by a competent authority to be invalid or unenforceable, the Subcontractor agrees that the provision shall be read down to the maximum period and scope legally permissible to protect SupportCALL’s legitimate business interests, confidential information, and client goodwill.
-=== SEVERABILITY ===
+===== 17. Severability =====
   * If any clause is invalid, the rest remain effective.