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Plankton Terms & Conditions

PLANKTON SOFTWARE PACKAGES – TERMS AND CONDITIONS

  1. Introduction

Let’s make sure we are all on the same page.

  1. These terms and conditions (“Software Terms”) apply to all software plans made available by Plankton Systems (Pty) Ltd (“Plankton”, “we”, “us” and “our”). 
  2. The Software Terms are binding and enforceable against every person applying to make use of Plankton’s software plans (“you”, “your” or “user”). By clicking on the [“Register Now”] button you acknowledge that you agree to be bound by these Software Terms, but it does not guarantee that you will become a subscriber. For you to be a subscriber, you need to be successfully onboarded.
  3. If you already have a written agreement with us, that written agreement will prevail where there are any conflicting provisions with these Software Terms.
  4. Nothing in these Software Terms is intended to unlawfully limit your statutory rights in any way.
  1. Onboarding 

We need to onboard you as a subscriber and determine whether you are eligible to use the software plans made available by Plankton.

  1. To be eligible to join any software plan, you will need to:
    1. Provide all your details through our signup process on the Plankton website to apply to our software plans. 
    2. Pass our Know Your Client (“KYC”) verification checks, in terms of which you must provide accurate and valid documents as part of our customer due diligence process. This may include identity verification, address verification, details about your business and ownership structure. You give us explicit permission to perform various checks on you and related parties as required by law. 
    3. Confirm that your business’ asset value or annual turnover exceeds the prescribed threshold of R2 million in terms of the Consumer Protection Act, No 68 of 2008.
    4. Have the appropriate banking devices, equipment and infrastructure to effectively support our software.
    5. Have a registered Plankton customer account that is linked to a verified mobile number; and
    6. Have an authenticated debit, credit or cheque banking card linked to your Plankton customer account which is selected as a payment option for a software plan.
  2. Your application is considered a business offer to us, and we will decide whether to accept it after conducting our verification process. We reserve the right to accept or refuse your application at our sole discretion. We will notify you of the results of our onboarding process. 
  3. A “subscriber” is a person who has successfully applied to use a specific software plan through our onboarding process and your application has been accepted by us. 
  4. Once we have accepted you as a subscriber for a specific software plan, we will arrange for our banking partners, under contract with us, to attend to your premises to upload our software plan on your device(s) (“Device Upload”). 
  • Our software plans

Software offerings to suit your business needs.

  1. Plankton offers three software plans: namely Plankton Lite, Plankton Premium and Plankton Enterprise. The associated functionality and monthly fees for each software plan can be found by clicking on this [link], which is incorporated into these Software Terms by reference. 
  2. You can only be a subscriber to one software plan offered by Plankton. 
  3. Should you wish to switch your existing software plan to another software plan, please reach out to us on [insert email].
  4. We reserve the right to make changes from time to time in what we offer, and/or how we operate the software plans. If we decide that the functionality and fees associated with a software plan will change, but we will give you prior notice of such changes before the changes come into effect. We will notify you of any changes in advance by sending you an email, sms or pop-up notification. Should you not be satisfied with the changes, you can cancel your software plan as set out in the Software Terms.
  • Your software use

Rules you need to adhere to when using our software.

  1. As a subscriber: 
    1. We grant you an enterprise-wide, non-transferable, and non-exclusive right to use all or part of the software and services associated with the selected software plan, in accordance with these Software Terms.
    2. You may not transfer or assign the software plan or any associated benefits to any other person or otherwise transfer your rights and obligations in terms of these Software Terms to any other person.
    3. You will not reverse engineer, decompile, translate or disassemble the source code or object code of the software associated with the software plan.
    4. It is your responsibility to ensure you have the latest updates so you can keep using the software plan and associated functionalities. 
  • The services we offer

The services we offer to help you use our software.

  1. We will arrange the Device Upload, deployment and updates to the software.
  2. We will provide technical support and troubleshooting in accordance with our service levels set out in the Software Terms.
  3. We will provide data backup and recovery.
  4. Service levels:
    1. Availability: The software associated with the software plan will be available for your use for at least 99.5% per calendar month.
    2. A system-wide failure impacting all subscribers will be regarded as a Critical Issue, with a response time within 1 hour.
    3. Major functionality impairment will be regarded as a High-Priority Issue, with a response time within 4 hours.
    4. Partial functionality impairment will be regarded as a Medium-Priority Issue, with a response time within 24 hours.
    5. Minor issues with no immediate operational impact will be regard as a Low-Priority Issue, with a response time within 7 days.
  5. [consequence of failing service levels?] 
  • Fees and payment

Our subscription plans are on a month-to-month basis, giving you the control and the flexibility you need.

    1. From the date of the Device Upload, you will be required to pay the relevant monthly fee, and the software plan will continue on a month-to-month basis. Should we not receive payment of the monthly fee, you will not be able to use the software plan. Should we for any reason provide benefits to you while your payment has not been affected, that should not be regarded as a waiver of our rights to remove access under a software plan
  • By agreeing to the Software Terms, you acknowledge that you authorise us (without further notice to you, unless required by applicable law) to automatically deduct the monthly fees owing using your chosen payment method we have on record for you.
  1. Your software plan will commence when (i) you successfully apply for a software plan, (ii) Plankton accepts the application, (iii) and the Device Upload has occurred (“Commencement Date”).
  2. From the Commencement Date, the software plan will then continue automatically on a month-to-month basis (each month referred to as a “Software Period”) until it is ended by you, or by us, in accordance with these Software Terms. On the first day of each Software Period, the monthly fee associated with that subscription plan will be owing and must be paid in advance (“Billing Date”). Please note that the Billing Date is determined by the date on which it is owing, and not determined by the date on which payment of the monthly fee is received. Further, the Billing Date will take place on the same date every month (unless that Billing Date was on 31st, in which case the Billing date will be on the last day of each month).
  3. Invoices for successful payments made pursuant to your subscription plan will be available on request, please reach out to [insert email].
  • Cancellation

Want to cancel? We’ve tried to make it as easy as possible.

  1. You may cancel your selected software plan at any time during the Software Period without reason. The cancellation will be effective on the last day of the Software Period in which you instructed us to cancel the subscription plan. You will still enjoy the benefits under your plan until the effective date of the cancellation, which is why there will be no refund of monthly fees in these circumstances.
  2. To cancel the software plan, you must access your Plankton account and navigate to your [insert] and follow the instructions for cancellation.
  3. You must cancel your subscription plan on or before the next Billing Date to avoid the next monthly billing.
  4. Non-payment does not cancel your subscription plan, it only suspends your use of software plan until payment is received. However, if there has been non-payment by you for three consecutive Software Periods, we reserve the right to terminate your subscription plan with immediate effect.
  5. We may at any time and for any reason terminate your selected software plan, or the operation or availability of a software plan, or your right to use the software plan or any part thereof. We will exercise this right by giving you 30 calendar days’ prior notice (unless the termination is required by law or it is reasonable in the circumstances to give shorter notice).
  6. We reserve the right to immediately terminate your selected software plan without notice to you for conduct that we determine in our discretion, violates these Software Terms or any applicable law, involves fraud or misuse of the software plan. Our failure to enforce your strict compliance with these Software Terms will not constitute a waiver of any of our rights.
  • Intellectual property

Who owns what? 

  1. IP Relating to our Software Plan: The layout, content, data, icons, user interface design and layout, trade names, logos, trademarks, copyright and/or service marks, together with the underlying software code (including modifications and updates) are owned, co-owned or licensed (as the case may be) by Plankton, whether directly or indirectly, and as such, are protected from infringement by domestic and international legislation and treaties.
  2. IP provided by you: All rights to any intellectual property provided by you when using the software plan on the device will remain with you, but for which you have provided us with a non-exclusive, non-transferable licence to use such intellectual property as is necessary to provide you with our services.
  3. Feedback: If you provide us with any suggestions, comments or other feedback relating to any software plan or services, such feedback is provided ‘as is’. All feedback and the implementation thereof within our software and/or hardware will be deemed as our sole and exclusive property. You hereby irrevocably assign to us all your rights, title and interest in and to all feedback, if any, and waive any moral rights you may have in such feedback. 
  • Your warranties

For us to do business with you, you need to promise us that you are, who you say you are.

  1. Accurate information:  the information you have provided is truthful and accurate. 
  2. Your business name: the name you used when signing up is your genuine business name. 
  3. Genuine transactions: all transactions you make are actual and accurately describe what you’re selling to your customers. 
  4. Use of software plan: you will not use the software plan other than in a manner and use for which it was intended.
  5. Your customer disputes: You’ll meet all your customer obligations and deal with customer issues directly. 
  6. Applicable law: you will, and all transactions initiated by you, will comply with all laws, rules, and regulations applicable to you and/or your business.
  7. No fraud: you won’t use our software plan or associated services for fraudulent activities. 
  8. Responsibility: you are responsible for the control and use of your credentials to access the software plan.
  • Disclaimer, indemnity and liability limitation

It’s important that you appreciate the risk sits with you when using our software plans.

  1. The software plan and associated services are provided on an “as is” and “as available” basis without warranty of any kind and Plankton hereby disclaims all other representations or warranties, express or implied, made to you or any other person regarding quality, suitability, merchantability, fitness for a particular purpose, title, non-infringement, or otherwise.
  2. We take reasonable security measures to ensure the safety and integrity of the software associated with the software plan and to exclude viruses, unlawful monitoring and/or access. However, we do not warrant or represent that your access to and use of the software plan will be uninterrupted or error-free or that any information, data, content, software, or other material accessible through the software plan will be free of bugs, viruses, worms, trojan horses or other harmful components.
  3. Plankton shall not be liable for any direct, indirect, incidental or consequential damages of any nature whatsoever, which arise from the use of a software plan or associated services, or inability to use benefits under a software plan. Further, you hereby indemnify Plankton against any loss, claim or damage which may be suffered by yourself or any third party arising in any way from your use of a software plan.
  4. To the maximum extent permitted by applicable law, Plankton may not be held liable under these Software Terms for any amount exceeding the amount of fees paid by you, as a subscriber, for the software plan during the preceding 12 months.
  • Privacy and marketing

Your privacy is important to us.

  1. We respect your privacy and will take all reasonable measures to protect it, as more fully detailed in our Privacy Policy, which is incorporated into these Software Terms by reference.
  2. As a subscriber, you agree to receive communications from time to time relating to your software plan or your associated benefits under your software plan, through email, sms or through a pop-up notification when you access our website.
  • Amendments
      1. Save for changes to the software plans contemplated in clause ‎3.4 where you will receive prior notice, we may, in our sole discretion, change any of these Terms at any time. It is your responsibility to regularly check these Software Terms and make sure that you are satisfied with the changes.
      2. Should you not be satisfied with any of the amendments to these Software Terms, you can at any time cancel your selected software plan, in this regard, please refer to the cancellation provisions above.
  • Addresses
      1. Your Address for Legal Notices and Documents: The physical (street) address on your signup application form is your chosen address for receiving legal notices and documents. You must inform us immediately if your address changes.
      2. Your Address for Notices and Documents that are Not Legal: We may send notices that are not legal regarding our services to the email or postal address you provide on your signup application form.
      3. Our Address: We choose as our address for legal proceedings and legal notices at which address all processes and notices arising out of or in connection with the Software Terms, its breach or termination may validly be served upon or delivered to us, as: Physical Address: [insert address] and email: [insert email].
  • General

Well done for making it this far in our terms and conditions. We just have a few more important terms to get through!

  1. Any failure on the part of you or Plankton to enforce any right in terms hereof shall not constitute a waiver of that right.
  2. If any term or condition contained herein is declared invalid or unlawful, the remaining terms and conditions will remain in full force and effect.
  3. These Software Terms shall be governed by and construed in accordance with the laws of South Africa.
  4. In the event of any dispute arising between us which directly or indirectly relates to these Software Terms, you consent to the non-exclusive jurisdiction of the High Court notwithstanding that the quantum may otherwise fall below the monetary jurisdiction of that court.

 

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