Terms and Conditions of Service

Acceptance of these terms

These Terms and Conditions ("Terms") form a binding agreement between you ("you", "your", "the Client") and OMNATIX ("we", "us", "our"). They apply to your use of our website, to every quotation and proposal we issue, to every service we deliver, and to every payment you make to us.

You accept these Terms when you do any of the following:

• Accept a quotation or proposal from us in writing, including by email.
• Make a payment to us, whether a deposit, a milestone payment, a subscription payment, or a training fee.
• Sign a service agreement, statement of work, or order form that refers to these Terms.
• Instruct us to begin work, or continue to accept work from us after these Terms have been made available to you.

If you do not agree to these Terms, please do not accept a quotation, make a payment, or instruct us to begin work.

Who we are

The following information is provided in accordance with section 43 of the Electronic Communications and Transactions Act 25 of 2002 ("ECTA").

Trading name

OMNATIX

Registered legal entity

[REGISTERED COMPANY NAME] (Pty) Ltd

Company registration number

[COMPANY REGISTRATION NUMBER]

VAT registration number

[VAT NUMBER, or state that the business is not a VAT vendor]

Nature of business

Technology services, including artificial intelligence development, web development, Microsoft SharePoint and intranet development, data analytics, and technology training.

Physical and registered address

13 Heuwelsig Office Park, Centurion, Gauteng, South Africa

Email address

info@omnatix.co.za

Telephone

+27 81 347 1724

Website

omnatix.co.za

Country of domicile

Republic of South Africa

Trading currency

South African Rand (ZAR). All prices quoted, invoiced, charged, and refunded are in ZAR unless we expressly agree otherwise in writing.

Territory served

South Africa, with remote delivery available internationally by arrangement.

Export restrictions

Our services are offered in South Africa. Where we deliver remotely to a client outside South Africa, that client is responsible for complying with the laws of its own country, including any import, licensing, or data transfer restriction that applies to it.

Directors

Marshall Dube, Obey Musimbo, Sihle Nkabinde

Definitions

In these Terms, the following words have the meanings set out below.

Business day

Any day other than a Saturday, Sunday, or official public holiday in the Republic of South Africa.

Deliverable

Any website, application, AI agent, dashboard, intranet, document, training session, configuration, or other output that we agree to provide to you.

Proposal

The written quotation, proposal, statement of work, or order form that sets out the scope, fees, and timeline for a particular engagement.

Milestone

An identified stage of a project, as set out in the Proposal, on completion of which a payment becomes due.

Retainer

An ongoing monthly arrangement for support, maintenance, hosting, or a set allocation of hours.

Third party costs

Amounts payable to parties other than us, such as software licences, domain registrations, hosting fees, API usage charges, stock assets, and cloud platform consumption.

Client materials

Any content, data, logos, credentials, access, or information that you supply to us so that we can perform the services.

Our services

OMNATIX provides technology services to businesses and organisations. Our services include the following.

• AI agent development. Building production AI agents that answer questions, call tools, and automate workflows.
• Custom company AI, embeddings, and retrieval augmented generation. Assistants built on your own organisational data.
• AI receptionist. An automated front desk across web chat, messaging, and voice channels.
• Microsoft platform and AI training. Instructor led and remote training on Microsoft 365, Power BI, Power Platform, Azure and Microsoft AI, among others.
• Web development. Websites and web applications.
• Custom software and app development. Custom business software, mobile and web apps, and integrations with existing systems, built to the client's own design or a design we propose.
• Website modernisation and migration. Upgrading and migrating existing websites between platforms.
• SharePoint and intranet development. Microsoft SharePoint intranets and custom web parts.
• Data analytics. Business intelligence dashboards and reporting.

The exact services, scope, deliverables, fees, and timeline for your engagement are set out in your Proposal. Where these Terms conflict with a signed Proposal, the signed Proposal takes precedence for that engagement, and these Terms govern everything the Proposal does not address.

Demonstrations, sample applications, and interactive demos published on our website are illustrative. They show capability and approach. They are not a guarantee that an identical result will be achieved in your environment.

Quotations and how an agreement is formed

Quotations

• All quotations are issued in writing and are valid for the period stated on the quotation. Where no period is stated, a quotation is valid for 30 calendar days from its date of issue.
• Quotations are based on the requirements and information available to us at the time of quoting. Material changes to those requirements may require a revised quotation.
• Prices are quoted in South African Rand (ZAR) unless expressly stated otherwise.
• Unless expressly stated, a quotation excludes third party costs, and excludes ongoing hosting, licensing, support, and maintenance after handover.

Formation of the agreement

An agreement between us comes into effect on the earlier of the date on which you accept the Proposal in writing, and the date on which we receive your first payment for the engagement. We are not obliged to begin work before the agreed deposit has cleared in our bank account.

Changes to scope

Work that falls outside the scope described in the Proposal is treated as a change request. We will confirm the effect of any change request on the fees and the timeline in writing before we carry out that work. No change request is binding on either party until it is confirmed in writing by both parties.

Fees, payment, and invoicing

Structure

• Projects. Unless the Proposal states otherwise, project work is invoiced as a deposit of 50 percent of the project fee before work begins, with the balance invoiced against agreed Milestones or on completion.
• Retainers and subscriptions. Invoiced monthly in advance for the month ahead.
• Training. Invoiced in full at the time of booking to secure the date and the seat allocation.
• Hourly or ad hoc work. Invoiced monthly in arrears against a record of time spent.

Payment terms

• Invoices are payable within 7 calendar days of the invoice date, unless the Proposal or the invoice states different terms.
• All amounts are payable in South African Rand unless otherwise agreed in writing.
• If VAT applies, it is charged at the rate prescribed by law at the date of invoice and is shown separately on the invoice.
• Bank charges, currency conversion costs, and payment gateway fees levied by your own bank or card issuer are for your account.
• You may not withhold or set off any amount against an invoice except where you have a bona fide dispute that you have raised with us in writing in accordance with section 23 of these Terms.

Late payment

• We may charge interest on overdue amounts at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975, calculated daily from the due date until the date of payment.
• We may suspend work, support, and access to hosted deliverables on written notice where an invoice remains unpaid for more than 14 calendar days after its due date. Section 21 sets out how suspension works.
• You remain responsible for reasonable costs we incur in recovering overdue amounts.

Third party costs

Third party costs are either billed to you at cost as a disbursement, or purchased directly by you in your own name. Wherever practical we prefer that licences, domains, and cloud subscriptions are bought in your name, so that you own them outright. Third party costs are generally non refundable once purchased, because the third party supplier does not refund them to us.

Payment processing and security

Online card and instant EFT payments made to us are processed by Payfast, a licensed South African payment service provider, or by another reputable payment gateway we notify you of at the time of payment.

Payment methods we accept

• Credit and cheque cards, including Visa and Mastercard.
• Instant electronic funds transfer through the payment gateway.
• Standard electronic funds transfer to the bank account shown on your invoice.

All transactions are processed in South African Rand (ZAR). If your card is denominated in another currency, your card issuer performs the conversion at its own rate and may add its own fee. That rate and that fee are set by your issuer, not by us.

How your payment details are protected

• Card details are entered on the payment provider's own secure, encrypted payment page. We do not see, capture, process, or store your full card number, card expiry date, or card security code (CVV) on our systems at any point.
• Payment pages are secured using industry standard Transport Layer Security encryption.
• Your payment provider may apply its own terms, verification steps, and three domain secure authentication requirements to the transaction.
• We also accept payment by direct electronic funds transfer to the bank account shown on your invoice.
• A payment is only regarded as received once the funds reflect as cleared and available in our bank account.

If you believe a payment has been taken from you in error, or that a transaction on your account was not authorised by you, contact us immediately at info@omnatix.co.za and contact your bank or card issuer. We will cooperate fully with your bank and with the payment provider in investigating the transaction.

Delivery policy

OMNATIX supplies professional and digital services. We do not ship physical goods, so no courier charges, shipping fees, or physical delivery timeframes apply to our services. Everything we produce is delivered electronically or performed remotely, unless we have expressly agreed in writing to attend your premises in person.

How we deliver

When delivery takes place

• A Deliverable is regarded as delivered when we make it available to you, whether by deployment, by repository or workspace access, by secure link, by email, or by performing the session.
• Training is regarded as delivered when the session has been presented on the booked date, whether or not every booked attendee attends.
• Retainer and support services are regarded as delivered on an ongoing basis throughout each paid month.
• We will confirm delivery in writing and identify what has been delivered.

Timelines

• Timelines quoted in a Proposal are good faith working estimates based on the scope agreed and on your input being provided when it is needed.
• Project timelines start on the later of the agreed start date, the date the deposit clears, and the date we receive the Client materials, access, and approvals we need to begin.
• Delays caused by late supply of Client materials, late feedback or approvals, changes to scope, or third party outages extend the timeline by at least the length of the delay. We will tell you in writing when this happens.
• Where we expect to miss an agreed delivery date for a reason within our control, we will notify you in writing as soon as we become aware of it, explain why, and propose a revised date.

Access, handover, and hosting

• On final payment we hand over the agreed access credentials, administrative rights, source files, and documentation for the Deliverables.
• Where we host a Deliverable on your behalf, hosting continues only for as long as the applicable hosting or retainer fee is paid.
• On termination we will, on written request made within 30 calendar days of termination, provide you with a copy of your data and content in a common, machine readable format. We may charge a reasonable fee for extraction work that goes beyond a standard export.

Acceptance and revisions

• On delivery of a Milestone or a Deliverable, you have 7 business days to review it and to notify us in writing of anything that does not meet the agreed scope.
• If you do not notify us within that period, and you have not raised a written dispute, the Deliverable is regarded as accepted.
• Use of a Deliverable in your live environment constitutes acceptance of it.
• Where you notify us of a genuine defect or of a departure from the agreed scope, we will correct it at no additional charge within a reasonable period.
• The number of revision rounds included is stated in the Proposal. Additional revisions, and any revision that changes the agreed scope, are charged at our applicable rate as a change request.
• Correcting a defect is not the same as a change of mind. Requests that arise from a change in your requirements or preferences after approval are treated as change requests.

Cancellation policy

This section sets out how either party may cancel, and what is payable when a cancellation happens. It applies alongside your rights under the Consumer Protection Act 68 of 2008 ("CPA") and ECTA, which are dealt with in section 11.

How to cancel

All cancellations must be made in writing to info@omnatix.co.za. A cancellation takes effect on the business day we receive it. Please include your name, the business name, the Proposal or invoice number, and the reason for cancelling. A reason helps us improve, but you do not have to give one where the law does not require it.

Cancelling a project

On cancellation of a project we will provide you with a written statement showing the work completed, the value attributed to it, the third party costs committed, and the resulting balance owed to or by you.

Cancelling or rescheduling a training booking

Training dates reserve a trainer, a venue, and a seat allocation that we cannot easily re-sell at short notice, so the following tiers apply.

You may substitute a different attendee at no charge at any time before the session starts, provided you notify us in writing. If we cancel or postpone a training session, you may choose a full refund or a reschedule at no cost to you.

Cancelling a retainer or subscription

• Either party may cancel a monthly retainer or subscription by giving 20 business days written notice.
• The service continues, and remains payable, until the end of the notice period.
• We do not refund the portion of a month already used. Where you have paid in advance beyond the end of the notice period, the unused whole months are refunded.
• Unused hours in a monthly allocation do not roll over and are not refundable, unless the Proposal expressly says otherwise.
• Where you are a consumer protected by section 14 of the CPA, you may cancel a fixed term agreement on 20 business days written notice, and we may impose a reasonable cancellation penalty as contemplated in that section. We will always tell you what that amount is, and how we calculated it, before we charge it.

Cancellation by us

We may cancel an engagement on written notice where any of the following happens.

• An invoice remains unpaid for more than 30 calendar days after its due date.
• You do not supply the Client materials, access, feedback, or approvals we need, and the engagement remains stalled for more than 30 calendar days after we have asked for them in writing.
• You ask us to do something unlawful, or something that would breach a third party's rights, a platform's terms of service, or our professional obligations.
• Continuing would expose either party to a material legal, regulatory, or security risk.
• There is abusive, threatening, or discriminatory conduct towards our team.

Where we cancel for one of the reasons above, you remain liable for work completed and committed third party costs up to the cancellation date. Where we cancel for any other reason, or because we are unable to complete the work, we will refund amounts you have paid for work not delivered, and we will help you transition to another provider at no additional charge for up to 5 business days of handover support.

Refund policy

We want you to be satisfied with the work we deliver. This section explains when a refund is available, how to request one, and how long it takes.

Your statutory rights

• Cooling off under ECTA. Section 44 of ECTA gives a consumer who concludes an electronic transaction the right to cancel without reason and without penalty within 7 days of the date the agreement was concluded, in the case of services. As that section provides, this right does not apply where performance of the services has begun, with your consent, before the end of that 7 day period. Where you ask us to start work immediately, you should understand that you are giving that consent, and the cancellation terms in section 10 then apply instead.
• Quality of service under the CPA. Section 54 of the CPA entitles a consumer to services performed in a manner and of a quality that persons are generally entitled to expect. If we fail to meet that standard, you may require us to remedy the defect, or to refund a reasonable portion of the price for services already paid for and not performed to that standard.
• Application of the CPA. The CPA applies in full where you are a natural person. It also applies where you are a juristic person whose asset value or annual turnover is below the threshold set by the Minister from time to time. Where the CPA does not apply to you, these Terms govern.

When we will refund you

• You cancel within an applicable statutory cooling off period and work has not begun with your consent.
• You cancel before work has begun, in which case the deposit is refunded less the administration fee and committed third party costs set out in section 10.
• You have paid for work that has not been delivered, and the engagement ends before that work is performed.
• We fail to deliver on the agreed date for a reason within our control and do not remedy it within 14 business days of your written notice.
• A Deliverable has a defect that we are unable to remedy within a reasonable period, in which case we refund a fair portion of the fee that reflects the part of the work that is unusable.
• You have been charged in error, charged twice, or charged an amount that does not match your Proposal or invoice. Duplicate and erroneous charges are refunded in full, without deduction.
• We cancel the engagement for a reason that is not attributable to you.

When we will not refund you

• Work that has been delivered and accepted, or that you have put into live use.
• Training sessions already presented, and training cancelled within the no refund tier in section 10.
• The portion of a retainer month already used, and unused hours in a monthly allocation.
• Third party costs already committed or purchased on your instruction, including licences, domain registrations, cloud consumption, API usage, and stock assets, because these are not refunded to us by the supplier. Where a supplier does refund us, we pass that refund on to you in full.
• A change of mind about scope, design direction, or platform after that scope or direction has been approved in writing by you. These are handled as change requests under section 9.
• Delays or failures caused by you, including late or missing Client materials, unavailable approvals, or refusal of access we need.
• Outcomes that depend on factors outside our control, such as search engine rankings, advertising performance, conversion rates, or results produced by a third party platform.

How to request a refund

1. Email info@omnatix.co.za with the subject line "Refund request".
2. Include your name and business name, the invoice or Proposal number, the payment date and amount, the payment method used, and the reason for the request.
3. We acknowledge every refund request in writing within 2 business days of receiving it.
4. We assess the request and give you a written decision, with reasons, within 10 business days of acknowledging it. If we need more information from you, we will say so within that period.
5. If a refund is approved, we process it within 10 business days of the approval date.

How refunds are paid

• Refunds are made to the original payment method wherever possible. A card payment is refunded to the same card, and an electronic funds transfer is refunded to the originating bank account.
• Where a refund to the original method is not possible, we refund by electronic funds transfer to a South African bank account in your name, on receipt of your written banking details.
• We do not refund to a third party account, or to an account in a different name, unless we are legally required to do so.
• Card refunds are subject to your bank's own clearing times, which are outside our control, and are typically a further 3 to 10 business days after we release the refund.
• We do not charge an administration fee to process an approved refund. Bank charges levied by your own bank remain for your account.
• Refunds are made in South African Rand. We are not responsible for any exchange rate movement between the date of payment and the date of refund.

Chargebacks

If you believe a charge is incorrect, please contact us first. We will almost always resolve it faster than a chargeback can. Where a chargeback is lodged, we will provide the payment provider with the Proposal, invoices, delivery records, and correspondence relating to the transaction. Where a chargeback is found in our favour, you remain liable for the amount, together with any chargeback fee the payment provider charges us.

Your responsibilities

We can only deliver on time if we get what we need from you. You agree to do the following.

• Provide Client materials, access, credentials, approvals, and feedback promptly, and in the format we reasonably request.
• Nominate a single contact person with authority to approve work and sign off Milestones.
• Ensure that you own, or are licensed to use, everything you give us, including text, images, logos, fonts, video, and data, and that our use of it in the Deliverables will not infringe anyone's rights.
• Ensure that any personal information you give us has been collected lawfully and may lawfully be processed by us for the purpose of the engagement.
• Keep your own credentials secure, and tell us immediately if you believe an account or credential relating to the engagement has been compromised.
• Maintain your own backups of your data and content, in addition to any backup arrangement we provide.
• Comply with the terms of service of any third party platform used in the engagement.
• Not use any Deliverable for an unlawful purpose, or in a way that would bring either party into disrepute.

Intellectual property

• Your materials. You keep all rights in the Client materials you supply. You grant us a licence to use them for the purpose of performing the services.
• Deliverables. On receipt of full payment of all amounts due for an engagement, ownership of the custom Deliverables created specifically for you under that engagement passes to you.
• Our pre-existing materials. We keep ownership of our own pre-existing tools, frameworks, libraries, code components, methods, templates, and know how, including anything we develop that is of general application. Where these are embedded in a Deliverable, we grant you a perpetual, non exclusive, non transferable licence to use them as part of that Deliverable.
• Third party components. Open source and commercially licensed third party components remain subject to their own licences, which are passed through to you.
• Before full payment. Until all amounts due have been paid in full, any licence to use a Deliverable is provisional and revocable.
• Portfolio use. We may identify you as a client, and may display non confidential visual examples of the work in our portfolio, case studies, and marketing. You may withdraw this permission at any time by writing to us, and we will remove the material from our own channels within a reasonable period.

Confidentiality

Each party may receive information from the other that is confidential. Each party agrees to keep the other's confidential information secret, to use it only for the purpose of the engagement, and to disclose it only to those of its people and subcontractors who need it and who are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already lawfully held, that is independently developed without reference to the confidential information, or that must be disclosed by law, by a court, or by a regulator. Where disclosure is legally compelled, the disclosing party will, where lawful, tell the other party first.

These confidentiality obligations continue for 5 years after the engagement ends, and indefinitely in respect of personal information and trade secrets.

Third party products and services

Our work frequently depends on platforms and services operated by others, including Microsoft, Azure, Microsoft 365, SharePoint, Power BI, hosting providers, domain registrars, content management systems, AI model providers, and payment gateways.

• Those services are governed by their own terms, pricing, and service levels, which you accept directly with the provider.
• We are not responsible for the availability, performance, pricing changes, feature changes, deprecations, or data practices of a third party platform.
• Where a third party changes or withdraws a service in a way that affects a Deliverable, the work needed to adapt is a change request.
• We will tell you which third party services an engagement depends on before you commit to it.

Artificial intelligence services

Where an engagement involves AI agents, custom company AI, embeddings, retrieval augmented generation, or an AI receptionist, the following applies in addition to everything else in these Terms.

• AI systems generate probabilistic output. They can be inaccurate, incomplete, or unexpected, even when built and configured correctly.
• We build, test, and tune against the requirements in the Proposal, but we do not warrant that an AI system will be free from error, or that it will produce a particular answer to any particular input.
• You remain responsible for deciding where AI output is used, for keeping appropriate human review in place for consequential decisions, and for not relying on AI output for legal, medical, financial, or safety critical decisions without qualified human review.
• Where an AI system is trained, grounded, or configured on your data, you confirm that you have the right to use that data for that purpose, and that doing so complies with POPIA and any other law that applies to you.
• Underlying AI model providers apply their own usage policies, rate limits, and content restrictions, and may change their models. Section 15 applies to them.
• Usage based charges levied by an AI model provider are third party costs.

Warranties and disclaimers

What we warrant

• We will perform the services with reasonable skill and care, in a professional manner, and in accordance with the Proposal.
• We will use personnel with the skills reasonably required for the work.
• We have the authority to enter into the agreement with you.
• For 30 calendar days after delivery of a Deliverable, we will correct, at no charge, any defect that means the Deliverable does not perform substantially in accordance with the Proposal. This does not cover changes you or a third party make to the Deliverable, changes in a third party platform, new feature requests, or content changes.

What we do not warrant

• That any Deliverable will be uninterrupted, error free, or free of every vulnerability. No software is.
• That a Deliverable will achieve a particular commercial result, revenue figure, search ranking, traffic level, or conversion rate.
• That a Deliverable will remain compatible with every future version of a third party platform, browser, or operating system.
• That third party services will be available or will perform as their providers describe.

Except as expressly set out in these Terms, and except for any warranty that the law implies and that cannot lawfully be excluded, all other warranties, conditions, and representations are excluded to the fullest extent permitted by law.

Limitation of liability

Nothing in this section limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or for any other liability that cannot lawfully be limited or excluded, including under the CPA.

Subject to that paragraph, and to the fullest extent permitted by law:

• Neither party is liable to the other for any indirect, incidental, special, punitive, or consequential loss, or for loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, or loss or corruption of data, whether or not that loss was foreseeable.
• Our total aggregate liability arising out of or in connection with an engagement, whether in contract, delict, breach of statutory duty, or otherwise, is limited to the total fees actually paid by you to us under that engagement in the 12 months immediately preceding the event giving rise to the claim.
• We are not liable for loss arising from your failure to maintain your own backups, from your own or a third party's modification of a Deliverable, from your failure to apply security updates we have recommended, or from credentials being compromised on your side.
• Any claim must be brought within 12 months of the date on which you became aware, or reasonably ought to have become aware, of the circumstances giving rise to it.

You acknowledge that the fees charged reflect this allocation of risk, and that we would charge materially more if we accepted unlimited liability.

Indemnity

You indemnify us against any claim, loss, damage, cost, or expense we suffer arising from any of the following.

• Client materials that infringe a third party's intellectual property, privacy, or other rights.
• Your unlawful use of a Deliverable, or use of a Deliverable in breach of these Terms.
• Your breach of POPIA or any other data protection law in relation to personal information you give us or instruct us to process.
• Your breach of a third party platform's terms of service where we acted on your instruction.

We indemnify you against any claim that a Deliverable we created for you, used as we delivered it and in accordance with these Terms, infringes a third party's intellectual property rights, provided you notify us promptly, allow us to conduct the defence, and give us reasonable assistance. This indemnity does not cover Client materials, third party components supplied under their own licence, or modifications made by anyone other than us.

Data protection

We process personal information in accordance with the Protection of Personal Information Act 4 of 2013 ("POPIA"). Our Privacy Policy explains what we collect, why we collect it, how long we keep it, who we share it with, and what rights you have. The Privacy Policy forms part of these Terms.

• Where we process personal information on your behalf in the course of delivering a service, we act as an operator as defined in POPIA, and you remain the responsible party.
• We will process that personal information only on your documented instructions, and only for the purposes of the engagement.
• We will apply appropriate, reasonable technical and organisational measures to safeguard it, as required by section 19 of POPIA.
• We will notify you without undue delay if we become aware of a compromise of personal information we process for you, so that you can meet your own notification obligations under section 22 of POPIA.
• Where an engagement requires it, we will conclude a separate written operator agreement with you.

Suspension and termination

Suspension

We may suspend the services, and access to any Deliverable we host, where an invoice is more than 14 calendar days overdue, where continuing would breach the law or a third party's terms, or where there is an active security incident that makes suspension necessary to protect either party. We will give you written notice before suspending, except where an immediate security risk makes that impractical, in which case we will notify you as soon as we can. Suspension does not suspend your obligation to pay.

Termination for breach

Either party may terminate an engagement immediately on written notice where the other party commits a material breach that is not capable of being remedied, or where a material breach is capable of remedy but is not remedied within 14 business days of written notice describing it.

Termination on insolvency

Either party may terminate immediately on written notice where the other party is placed under business rescue, liquidation, sequestration, or a similar process, or commits an act of insolvency.

What survives termination

Termination does not affect any right or obligation that accrued before it. Sections 13, 14, 18, 19, 23, and 25 survive termination, together with any other provision that by its nature is intended to survive.

Force majeure

Neither party is liable for a failure or delay in performing its obligations, other than an obligation to pay money already due, where that failure or delay is caused by an event beyond its reasonable control. This includes acts of God, natural disaster, fire, flood, epidemic or pandemic, war, civil unrest, riot, terrorism, government action, changes in law, strikes or labour disputes not involving its own workforce, failure of national electricity supply including sustained load shedding, failure of national telecommunications or internet infrastructure, and outages of a third party platform on which the services depend.

The affected party must notify the other in writing as soon as reasonably practicable, and must use reasonable efforts to mitigate the effect. Where the event continues for more than 60 calendar days, either party may terminate the affected engagement on written notice, and section 11 governs any refund.

Complaints and dispute resolution

If something goes wrong, tell us. Most issues are resolved quickly once we know about them.

1. Raise it with us. Email info@omnatix.co.za with the subject line "Complaint", setting out what happened and what outcome you are looking for. We acknowledge every complaint within 2 business days and aim to give you a substantive response within 10 business days.
2. Escalate internally. If you are not satisfied with the response, ask in writing for the matter to be escalated to a director. We will respond within a further 10 business days.
3. Negotiate in good faith. Both parties agree to meet, in person or remotely, and to try in good faith to resolve the dispute within 15 business days of it being escalated.
4. Mediation. If negotiation fails, either party may refer the dispute to mediation by a mediator agreed between the parties, with the costs shared equally.
5. Arbitration or court. If mediation fails, the dispute may be referred to arbitration under the rules of the Arbitration Foundation of Southern Africa, or to a court of competent jurisdiction. Nothing prevents either party from approaching a court at any time for urgent interim relief.

Your rights to complain elsewhere

• Where you are a consumer protected by the CPA, you may refer a complaint to the National Consumer Commission, or to an accredited consumer goods and services ombud, at any time. Nothing in this section takes that right away.
• Where your complaint concerns personal information, you may lodge a complaint with the Information Regulator of South Africa. Details are in our Privacy Policy.
• Where your complaint concerns a card payment, you may also raise it with your bank or card issuer.

Changes to these terms

• We may update these Terms from time to time, for example to reflect a change in our services, in our processes, or in the law.
• The current version is always published at omnatix.co.za/terms.html, with the effective date and version number shown at the top.
• Changes take effect when they are published, and apply to quotations issued and engagements entered into after that date.
• Where a change materially affects an engagement already in progress, we will notify you in writing, and the version in force when that engagement began continues to apply to it unless you agree otherwise in writing.
• Where you hold an ongoing retainer or subscription, we will give you at least 20 business days written notice of a material change. If you do not accept it, you may cancel under section 10 without penalty before it takes effect.

General provisions

• Governing law. These Terms are governed by the law of the Republic of South Africa, and the parties submit to the jurisdiction of the South African courts.
• Entire agreement. These Terms, together with the Proposal and the Privacy Policy, form the entire agreement between the parties on their subject matter, and replace all prior discussions, quotations, and representations on that subject matter.
• Order of precedence. Where there is a conflict, a signed Proposal or service agreement takes precedence over these Terms, and these Terms take precedence over any other document.
• Severability. If any provision is found to be invalid or unenforceable, it is severed to the minimum extent necessary and the remaining provisions continue in force.
• No waiver. A failure or delay in enforcing a right is not a waiver of that right, and no waiver is effective unless it is in writing.
• Assignment. You may not cede, assign, or transfer your rights or obligations without our prior written consent, which will not be unreasonably withheld. We may assign our rights and obligations to a successor in title to the business on written notice to you.
• Subcontracting. We may use subcontractors to perform part of the services. We remain responsible to you for the work they do.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
• No third party rights. These Terms do not create rights for anyone who is not a party to them.
• Notices. Notices must be in writing and sent by email to the addresses in section 26 and to the address you gave us, or delivered by hand to the physical address of the recipient. An emailed notice is regarded as received on the first business day after it is sent, unless the sender receives a delivery failure notification.
• Electronic communication and signature. You consent to communicating with us electronically. A data message and an electronic signature have the same legal effect as a written, signed document, as contemplated in ECTA.
• Interpretation. Headings are for convenience only. Words importing one gender include the others, and the singular includes the plural and the reverse. The word "including" means "including without limitation".

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For any question about these Terms, a quotation, an invoice, a cancellation, or a refund, please contact us.