Terms and Conditions

2) Intellectual Property Rights

• 2.1) All content, trademarks and data on this web site, including but not limited to, software, databases, text, graphics, icons, hyperlinks, private information, methodologies, and designs are the property of or licensed to CRONUS CONSULTING, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to the user herein, all other rights to all intellectual property on this site is expressly reserved.

3) Disclosures

• 3.1) The full name and legal status of the web site(s) and ESP Product suite owner is:
  CRONUS CONSULTING (PTY) LTD Registration number 2006/019641/07.

• 3.2) The terms and conditions apply to the following websites and products listed below:
  www.cronus.co.za and www.sms.cronus.co.za
  The Cronus Consulting ESP Product suite: EspMenu, EspBatch, EspControl, EspRJE, EspAuto, EspMail, EspFTP, EspCheck, EspTape, EspSpool, EspSMS Poseidon. EspSMS Zeus and Esp-SumMenu.

• 3.3) Company directors/owners are:
  Mr. Hentie Pauley and Mr. Edward York.

• 3.4) Physical address for receipt of legal service:
  Cronus House
  Unit 10 Brittany Place
  Moreleta Park
  Pretoria,
  0167, South Africa.
  
  PoBox 101667
  Moreleta Plaza
  Pretoria,
  0167, South Africa.

• 3.5) Main business: Migration Solutions/Software & SMS Messaging services.

• 3.6) The following are the terms and conditions for use of the Cronus Consulting Service and Products ("Cronus Consulting ESP Products" or "the Service") by the User or the USER (hereinafter referred to as "the USER"). Please read them carefully.

• 3.7) Important: by installing cronus consulting - ESP products and/or accessing any part of the cronus consulting service the user is agreeing to all the terms and conditions of this agreement, and consent to be bound by and become a party to this service agreement. should the user not agree to all the terms and conditions of this service agreement, or cannot comply with these terms and conditions, he/ she/ it should terminate the registration process, therefore surrendering any and all authority to use the service. if the client is deemed to have ordered the service, cronus consulting‘s acceptance is expressly conditioned upon assent to all the terms and conditions of this service agreement, to the exclusion of all other terms; if these terms are considered an offer by cronus consulting, acceptance is expressly limited to these terms.

4) The Service / Products

• 4.1) The Service consists of a browser interface, message application, SMS gateway access, e-mail facility, data encryption, data transmission, data access, data storage and batch scheduling, change control, print spooling and other infrastructural related software defined in the ESP Product Suite. The USER is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and for paying all third-party access charges (e.g., ISP, telecommunications) incurred while using the Service. Cronus Consulting makes no guarantees as to the continuous availability of the Service or any specific feature(s) of the Service. Cronus Consulting reserves the right to change or terminate the Service and/ or alter the terms and conditions of this Agreement at any time without notice and with immediate effect.

5) Use of Proprietary Software

• 5.1) Subject to the terms and conditions of this Service Agreement and South African Law, Cronus Consulting grants the USER an individual, personal, non-sub licensable, non-exclusive and non-transferable license ("the License") to use its proprietary software and/or application service, in object code form only, and only in accordance with the applicable end user documentation, if any, and only in conjunction with the Cronus Consulting Service Agreement. The USER will not, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of the software; modify, translate, or create derivative works based on the software/ application; or copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software/application; use the software/application for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels with regard to Cronus Consulting products and/or services. As between the parties, the USER acknowledges that Cronus Consulting, and its licensors retain ownership of all propriety applications, software, intellectual property "IP" and any portions or copies thereof, and all rights therein. Upon termination of this Service Agreement for any reason, this License will terminate and the USER shall destroy and cease to use all software and applications. THE SOFTWARE IS PROVIDED AND APPLICATIONS ARE OFFERED, "AS IS" AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY FOUND IN THIS SERVICE AGREEMENT.

6) Privacy

• 6.1) It is Cronus Consulting‘s policy to respect the privacy of the USER. Cronus Consulting will not monitor, edit, or disclose any personal information about the USER or the USER‘s Cronus Consulting account, including its contents, without the USER‘s prior permission unless Cronus Consulting has a good faith belief that such action is necessary to:
  • 6.1.1) conform to legal requirements or comply with legal process;
  • 6.1.2) protect and defend the rights or property of Cronus Consulting;
  • 6.1.3) enforce this Service Agreement or protect Cronus Consulting‘s business or reputation, including without limitation upon termination, cancellation or suspension of this Agreement by Cronus Consulting;
  • 6.1.4) respond to request for identification in connection with claim of copyright or trademark infringement by the USER or a claim by a third party that the USER is using the Service in connection with an infringing, illegal or improper activity; or
  • 6.1.5) act to protect the interests of the USER or others. The USER agrees that Cronus Consulting may access its account, including its contents, as stated above or to respond to service or technical issues.

7) Message and other Limitations

• 7.1) Cronus Consulting assumes no responsibility for the deletion or failure to store information. Cronus Consulting has set no fixed upper limit on the number of messages or Database transactions the USER may send through or process using the Service; however, Cronus Consulting reserves the right, at its sole discretion, to determine whether or not the USER‘s conduct is consistent with the letter and spirit of the Service Agreement and may terminate the Service if the USER‘s conduct is found to be inconsistent with the Agreement. Cronus Consulting may, in the future, with prior notification, limit the amount of storage space available to each Member (where applicable).

8) Member Conduct

• 8.1) Any unauthorized commercial use of the Service, or the resale of the Service, is expressly prohibited. The USER agrees to abide by all applicable local, national and international laws and regulations and is solely responsible for all acts or omissions that occur under its account or password, including the content of any transmissions through the Service.

9) Your right to cancel

• 9.1) Termination or Cancellation by the USER: The USER is free to terminate or cancel this Agreement at any time, and for any reason; provided, however, for such termination or cancellation to be effective the USER must carry out such termination in accordance with the policies and procedures established by Cronus Consulting, which will be posted in the Billing Information section or similar location within the Cronus Consulting web site. Any questions concerning the appropriate method by which to cancel this Agreement, should be addressed to info@cronus.co.za

10) Modification of terms; termination, cancellation, and suspension

• 10.1) Modification of Terms. Cronus Consulting frequently updates, modifies, and otherwise continually seeks to improve the Cronus Consulting services and products. Such changes often dictate that we simultaneously modify our Terms and Conditions of Use. As such, Cronus Consulting shall have the right to modify the terms of this Agreement and to change or discontinue any aspect or feature of the Cronus Consulting service, in either case, as it deems reasonably necessary. Such changes shall be effective immediately upon posting of such addition, change, or deletion. Any use by the USER of the Service after any such change has been posted shall constitute the acceptance of any such changes. If the USER does not agree with any such changes, the Service may be cancelled in accordance with the procedures for cancellation set forth in this Agreement. The USER acknowledges its responsibility to review this Agreement from time to time and to be aware of any such changes. The current version of this Agreement may be obtained at www.cronus.co.za under TERMS AND CONDITIONS.

• 10.2) Termination, Cancellation and/or Suspension by Cronus Consulting; Disclosure of Information. This Agreement and the license granted hereunder may be terminated, cancelled and/or suspended by Cronus Consulting at any time if, in Cronus Consulting‘s sole discretion, the USER breaches these Terms of Service. Such termination, cancellation and/or suspension by Cronus Consulting shall be effective immediately upon notification by Cronus Consulting to the USER in any reasonable manner, including but not limited to, notification by e-mail. Upon, during, and/or after any such breach, Cronus Consulting may elect to suspend, terminate and/or cancel this Agreement and/or recover any and all damages from the USER arising from or relating to the event(s) giving rise to the suspension, termination or cancellation.

• 10.3) In the event that Cronus Consulting receives complaints from recipients or third parties with respect to the use of the ESP Product Service, Cronus Consulting additionally reserves the right, in its sole discretion, to disclose any and all information to the recipient, applicable authorities or any other party with regard to its clients and application USER‘s.

• 10.4) Termination or Cancellation by the USER. The USER IS free to terminate or cancel this Agreement at any time, in accordance with Section 8(E).

• 10.5) Obligations Upon Termination and/or Cancellation. Upon any termination, cancellation and/or suspension of this Service Agreement, the USER is responsible for any obligations then accrued including, but not limited to, payment of any costs or charges that may arise in connection with such termination, cancellation and/or suspension, and payment of all outstanding transaction fees for use prior to said termination, cancellation and/or suspension occurs. Payment and other obligations under this Service Agreement are not suspended, stayed, or otherwise affected by a suspension of access to / or use of Cronus Consulting (in whole or in part) where said suspension arises from the USER‘s failure to comply with, or violation of, the terms of this Service Agreement or of any law or legal obligation. Upon termination and/or cancellation, for any reason, the USER agrees to immediately cease using Cronus Consulting and remove all Cronus Consulting software and applications on any computer, database, server (local or remote) in your possession or under its control. Cronus Consulting shall have no obligation to the USER after any termination or cancellation of this Service Agreement.

11) No warranties or liabilities

• 11.1) Generally
  • 11.1.1) The user expressly acknowledges and agrees that use of the service and the internet generally is at its own risk and that cronus consulting is provided "as is" and "as available" without any warranties or conditions whatsoever, express or implied. Cronus consulting will use commercially reasonable efforts to make access to cronus consulting available to the user through the required access protocols, but makes no warranty or guarantee that the user will be able to access cronus consulting at any particular time or any particular location.

• 11.2) Additional limitations
  
  Without limiting the generality of the terms set forth in Section 9(A), Cronus Consulting and its affiliates, agents, content providers, service providers, and licensors:
  • 11.2.1) Hereby disclaim all express and implied warranties as to the accuracy, completeness, noninfringement, merchantability or fitness for particular purpose of cronus consulting generally, and any content or services contained therein, as well as all express and implied warranties that the operation of cronus consulting generally and any content or services contained therein will be uninterrupted or error- free;
  • 11.2.2) Shall in no event be liable to the user or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of the service generally, and any aspect ancillary thereto; (the user agrees to indemnify cronus consulting pursuant to section 11 hereof for any and all third party claims arising from such failures, delays or interruptions in connection with regard to use of the service); without in any way limiting the foregoing, cronus consulting shall in no event have (in the aggregate) any liability whatsoever in connection with this agreement in excess of an amount equal to two times the lowest monthly transaction fee applicable to such account and /or claim in effect for the monthly period immediately preceding the date of the first claim made by the user and/or the user alleging liability.

• 11.3) High risk activities.
  • 11.3.1) The cronus consulting service is not fault-tolerant and is not designed, manufactured or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, including but not limited to use in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of cronus consulting could lead directly to death, personal injury, or severe physical or environmental damage ("high risk activities"). In addition to the other disclaimers and limitations contained within this agreement, cronus consulting and its affiliates, agents, content providers, service providers and licensors specifically disclaim any express or implied warranty of fitness for high risk activities including emergency notification services. Some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so the above limitations or exclusions may not apply. In such jurisdictions, cronus consulting liability (and the liability of its affiliates, agents, content providers and service providers) shall be limited to the greatest extent permitted by applicable law.

12) Third party beneficiaries

• 12.1) Notwithstanding anything to the contrary contained herein, the provisions for "No Warranties and Liabilities" set forth in Section 9 herein are for the benefit of Cronus Consulting and its affiliates, agents, content providers and service providers and each shall have the right to assert and enforce such provisions directly on its own behalf.

13) Indemnification

• 13.1) The USER agrees to indemnify, hold harmless, and defend Cronus Consulting and its affiliates, agents, content providers and service providers, against any and all claims, liabilities, damages, costs and expenses (including, but not limited to, consequential damages, incidental damages, special damages, attorneys‘ fees and disbursements) arising from or relating to
  • 13.1.1) the use of the Service in any manner which violates the terms of this Service Agreement or otherwise violates any law, rule, or regulation and
  • 13.1.2) including without limitation any and regulation all third party claims arising from or related to any failure, delay or interruption to the Service. The USER agrees to cooperate as fully as is reasonably required in the defence of any claim. Cronus Consulting reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the USER.

14) Miscellaneous

• 14.1) The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Service Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Service Agreement will otherwise remain in full force and effect and enforceable. In this Agreement, any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa and any reference to a gender includes the other genders. This Agreement shall be governed by and construed and interpreted in accordance with the law of the Republic of South Africa. No agency, partnership, joint venture, or employment is created as a result of this Service Agreement and the USER does not have any authority of any kind to bind Cronus Consulting in any respect whatsoever. In any action or proceeding to enforce rights under this Service Agreement, the prevailing party will be entitled to recover costs and attorneys‘ fees. All notices under this Service Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These terms and conditions constitute the whole agreement between Cronus Consulting and the USER and no party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.

15) Payment for Cronus Consulting‘s ESP Products

• 15.1) The Cronus Consulting products are licensed by Cronus Consulting to the USER under the terms described in his specific agreement. The nature of the license is described accordingly and annual maintenance will be required on some of the products:

16) Annual Maintenance (Where applicable)

• 16.1) Annual Maintenance entitles the USER to: Free upgrades (not new versions) of the software and documentation. Telephone, fax and email support with a guaranteed next day response. More prompt response levels can be negotiated. We wish to draw to your attention that, should the customer upgrade his machine to one of higher power and thus in a higher price group, the customer is required to pay the difference between the current price group and the one being upgraded to. This applies to all Cronus Consulting supplied and ESP products, installed by the USER.

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