Cancellation policy
VIDEO SURVEILLANCE AS A SERVICE (VSAAS) AGREEMENT
**Entered into between:**
**GCKL SERVICES (PTY) LTD**
(Registration number: 2025 / 307458 / 07)
(hereinafter referred to as the **"Licensor"**)
**and**
**__________________________________________________**
(Registration number: ________________________________)
(hereinafter referred to as the **"Licensee"**)
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### 1. INTERPRETATION
1.1 In this Agreement, clause headings are for convenience only ; words importing the singular include the plural ; natural persons include juristic persons ; and any one gender includes the others.
1.2 Unless inconsistent with the context, the following expressions bear the meanings assigned to them:
*
**"AFSA"** means the Arbitration Foundation of Southern Africa;
*
**"Agreement"** means this agreement, including all Annexures hereto;
*
**"Monthly Subscription"** means the monthly license fee payable by the Licensee to the Licensor as defined in clause 6;
*
**"Business Day"** means any day other than a Saturday, Sunday, or gazetted national public holiday in the Republic of South Africa;
*
**"Commencement Date"** means, notwithstanding the Signature Date, the date indicated on Annexure C (the invoice), being the effective date of activation of the Software;
*
**"Confidential Information"** means any proprietary technical, scientific, business, or financial data, know-how, and software designs disclosed between the Parties;
*
**"Designated Location"** means the location where the dedicated server (defined in Annexure A) is situated and where the Software is delivered and installed;
*
**"Software"** means the surveillance software as itemized in Annexure C, including any modules, future Upgrades, Modifications, or Enhancements passed down by the underlying platform manufacturer;
*
**"Signature Date"** means the date on which the last Party signs this Agreement;
*
**"Term"** means the period contemplated in clause 4.
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### 2. INTRODUCTION
2.1 The Licensor provides downstream software licensing and technical integration services for the Software.
2.2 The Licensee wishes to obtain a license to utilize the Software for its internal business operations.
2.3 The Licensor has agreed to grant the Licensee a license to use the Software subject to the terms and conditions set out herein.
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### 3. GRANT OF LICENSE
3.1 The Licensor hereby grants the Licensee a non-exclusive and non-transferable right to utilize the Software for the duration of the Term and strictly at the Designated Location.
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### 4. COMMENCEMENT AND DURATION
4.1 This Agreement shall commence on the Commencement Date and shall endure for an initial period of **24 (twenty-four) months** ("Term").
4.2 Thereafter, provided neither Party has given a minimum of **3 (three) months' written notice** of its intention to terminate, the Agreement will automatically renew for additional **12-month periods**.
4.3 The monthly payable license fees during any renewal period will be reviewed quarterly to accommodate software vendor adjustments and market factors.
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### 5. SCOPE OF LICENSE AND UNDERTAKINGS OF THE LICENSEE
5.1 The license authorizes the Licensee to use the Software solely to enhance and assist its internal business structure, compliant with official operational documentation.
5.2 The Licensee is strictly limited to installing, utilizing, accessing, or displaying a **single copy of the Software per single channel** utilized and paid for in its operations.
5.3 The Licensee shall only use the Software at the Designated Location(s) defined in Annexure A.
5.4 The Licensee undertakes to adhere to the minimum system hardware requirements specified in Annexure B.
5.5 The Licensee shall not permit any unauthorized third party to use, access, or duplicate the Software. The Licensee’s own employees and authorized customers are excluded from this limitation, provided their use complies strictly with this Agreement. The Licensee may not sub-license, assign, or transfer the Software.
5.6 The Licensee acknowledges that it is **not permitted to make a copy of the Software for back-up or archival purposes**, as backup services are managed remotely by the Licensor and its upstream providers.
5.7 The Licensee shall not modify, decompile, disassemble, or reverse-engineer the Software. The Licensee explicitly agrees to use the Software only in support of hardware purchased from the Licensor, or pre-approved, pre-purchased hardware validated by the Licensor in writing prior to execution.
5.8 The Licensee shall permit the Licensor (and its underlying system manufacturer/auditors) access to the Designated Location upon reasonable notice to audit compliance.
5.9 The Licensee is solely responsible for ensuring its own compliance with relevant regulatory bodies (including private security and data privacy authorities) in the country of operation. The Licensor will not be liable for the Licensee’s regulatory failures.
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### 6. FEES AND PAYMENT
6.1 In return for the Software license, the Licensee shall pay the Monthly Subscription determined in Annexure C (the invoice). This fee is subject to annual review and may be adjusted to accommodate fluctuations in foreign exchange rates impacting upstream software costs.
6.2 The first monthly license fee shall be payable **one calendar month prior to the date of installation**. Thereafter, the subscription is payable on or before the **5th day of each succeeding month**.
6.3 The Licensor shall furnish a valid VAT invoice by the **26th day of each month** for the following month's service.
6.4 Payments shall be effected by means of **debit order**, unless otherwise agreed to in writing by both Parties. Any alternative agreed payment (such as EFT) must be free of bank exchange, set-off, or deductions into the nominated bank account of the Licensor.
6.5 Any outstanding amounts not settled timeously shall bear interest at the **Prime Rate** published by ABSA Bank, compounded monthly, calculated from the due date until settled in full.
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### 7. OBLIGATIONS OF THE LICENSOR
7.1 The Licensor undertakes to provide the following services:
*
**7.1.1 Installation:** Deploy the Software at the Designated Location, subject to the Licensee providing an environment meeting the requirements of Annexure B.
*
**7.1.2 Technical Overview:** Provide an initial technical orientation and user materials to nominated employees of the Licensee, at the Licensor’s discretion.
*
**7.1.3 Remote Technical Support:** Provide support for technical queries regarding setup and configuration between **08h00 and 17h00 on Business Days**.
*
**7.1.4 Maintenance Boundaries:** Standard maintenance and software support are included via **remote access only**. Should the Licensee require on-site support, standard labor, travel, and related call-out costs shall apply.
*
**7.1.5 Software Updates:** Pass down automated software updates and notifications. The Licensee is required to accept these notifications to allow updates to proceed. The Licensor will give advance notice if upstream updates significantly alter or deprecate existing core functionalities.
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### 8. WARRANTIES AND DISCLAIMERS
8.1 The Licensor warrants that the Software shall perform substantially in accordance with the user manuals and technical specifications passed down by the manufacturer. Performance is strictly conditional upon the underlying hardware, network infrastructure, and environment conforming to Annexure B. Uninterrupted or error-free operation is not guaranteed.
8.2 The Licensor shall **not be held liable** for any performance failure or damage arising out of:
* 8.2.1 Unauthorized software modifications made by or for the benefit of the Licensee;
* 8.2.2 Damage caused by unauthorized acts, negligence, or failure to follow prescribed operating procedures;
* 8.2.3 Electrical failures, power surges, or faults sustained by the Licensee's host computers or power supply;
* 8.2.4 Malfunctions in host infrastructure, network environments, or unapproved third-party hardware/software integrations.
8.3 To the extent permissible by law, the Licensor disclaims all implied warranties, including satisfactory quality, merchantability, or fitness for a particular purpose.
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### 9. LIMITATION OF LIABILITY (BACK-TO-BACK SHIELD)
9.1 Should the Licensor be found liable for damages attributable to software malfunctions, **such liability is strictly limited to timeously rectifying the malfunction via remote support**, without additional charge. This is conditional on immediate written notification from the Licensee.
9.2 This remedy is entirely forfeited if the Licensee or any unauthorized third party attempts to rectify, alter, or tamper with the Software before notifying the Licensor.
9.3 The Licensor shall not be liable for any delays, breakdowns, or damages caused by third-party software, unauthorized integrations, or telecommunication network/internet service provider failures.
9.4 **Consequential Damages:** Under no circumstances shall the Licensor be liable for loss of profits, revenue, production, data, or indirect, incidental, consequential, punitive, or special damages. The Licensee acknowledges its responsibility to maintain independent business insurance to safeguard against operational interruptions.
9.5 **Financial Cap:** Notwithstanding anything to the contrary, the Licensor's maximum cumulative financial liability for direct damages under this Agreement **shall not exceed the value equivalent to 1 (one) single monthly license fee** paid by the Licensee.
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### 10. TITLE AND INTELLECTUAL PROPERTY
10.1 The Licensee acknowledges and agrees that:
* 10.1.1 Full ownership, title, and intellectual property rights in and to the Software remain exclusively vested in the Licensor and its upstream technology provider at all times.
* 10.1.2 The Licensee acquires no rights or title other than the restrictive right to utilize the Software in terms of this Agreement.
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### 11. CONFIDENTIALITY
11.1 Neither Party shall disclose or publish the terms of this Agreement or any proprietary business, operational, or technical data of the other Party without prior written consent.
11.2 Dissemination must be limited strictly to employees on a strict "need to know" basis.
11.3 This clause is severable from the remainder of the contract and shall endure for **1 (one) year post-termination**.
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### 12. CESSION AND DELEGATION
12.1 The Licensee shall **not** cede its rights or delegate its obligations under this Agreement to any third party without the prior written consent of the Licensor.
12.2 The Licensor shall be entitled to cede its rights or assign its obligations to any third party (specifically including its technology providers or financiers) without the consent of the Licensee.
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### 13. FORCE MAJEURE
13.1 Neither Party shall be held liable for default or delays caused by circumstances beyond its reasonable control, including but not limited to labor disputes, national power failures (loadshedding exceeding system tolerances), network blackouts, acts of God, or disruptions from upstream international software vendors.
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### 14. BREACH AND CANCELLATION
14.1 If a Party breaches a material provision of this Agreement and fails to remedy it within **10 (ten) Business Days** of written notice, the aggrieved Party may cancel the Agreement or claim specific performance, without prejudice to its right to claim damages. If a non-material breach is repeatedly committed after **2 (two) written warnings**, the aggrieved Party may cancel immediately without further notice.
14.2 The Licensor may terminate this Agreement immediately via written notice if the Licensee commits an act of insolvency, enters liquidation, business rescue, or is placed under judicial management.
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### 15. POSITION ON TERMINATION
Upon termination of this Agreement for any reason:
15.1 All license rights granted herein immediately cease;
15.2 The Licensee must, within **5 (five) Business Days**, return or confirm the complete deletion and destruction of all software copies, operational documentation, and user manuals to the satisfaction of the Licensor;
15.3 The Licensor retains the right to access the Designated Location or remotely access the host infrastructure to confirm the deletion/removal of the Software;
15.4 All outstanding balances owed by the Licensee become immediately due and payable, and the Licensee shall have no claim to any refund or pro-rata repayment of subscription fees already paid.
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### 16. DISPUTE RESOLUTION
16.1 Any dispute arising out of this Agreement shall, on written demand by either Party, be submitted to confidential arbitration in **Gauteng** administered by the Arbitration Foundation of Southern Africa (AFSA) under its commercial rules.
16.2 Nothing shall prevent either Party from approaching an appropriate urgent court for interdictory relief or judgment on a liquidated claim.
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### 17. NOTICES AND DOMICILIA
17.1 The Parties choose their respective *domicilia citandi et executandi* (physical addresses for legal notices) as follows:
* **THE LICENSOR:** **GCKL Services (Pty) Ltd** Physical: 104 Bantry Road, Bronberrick, Centurion
Postal: 0157
Email: orders@gckldistribution.co.za
* **THE LICENSEE:** Physical: _____________________________________________
Postal: ______________________________________________
Email: ______________________________________________
17.2 Notices sent by email are deemed received on the date of dispatch (unless the contrary is proven) , and by hand delivery on the day of delivery.
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### 18. APPLICABLE LAW
18.1 This Agreement shall be governed exclusively by and construed under the laws of the **Republic of South Africa**. The Parties submit to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Division).
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### 19. GENERAL
19.1 This document, alongside its active schedules/invoices (Annexure C), constitutes the entire agreement between the Parties. No variation, modification, or cancellation shall be valid unless executed in writing and signed by both Parties.
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### SIGNATURES
**For and on behalf of the LICENSOR (GCKL SERVICES (PTY) LTD):**
Signed at _______________________ on this _____ day of __________________ 2026.
Signature: ______________________ (Authorized Signatory)
Name: __________________________
Designation: ____________________
**Witness:** Signature: ______________________
**For and on behalf of the LICENSEE:**
Signed at _______________________ on this _____ day of __________________ 2026.
Signature: ______________________ (Authorized Signatory)
Name: __________________________
Designation: ____________________
**Witness:** Signature: ______________________