Terms and Conditions

1. About these terms and who we are

1.1. These terms govern your use of this website, www.nircomtechnologies.com, and set the general terms on which Nircom Technologies provides consulting, engineering, software development, design review and managed services. By using this website or engaging us, you agree to them.

1.2. The supplier is:

1.3. These terms are read together with our Privacy Policy and our Acceptable Use and Abuse Policy. Our PAIA Manual is available on request from privacy@nircom.tech.

1.4. Our products have their own terms. DDNSRegister and any other software product we offer as a service is governed by the terms published with that product, not by clauses 4 to 9 of these terms. For DDNSRegister, see its Terms and Conditions.

1.5. Clause 10 limits our liability and places some risks on you. Please read it carefully.

2. Definitions

3. Using this website

3.1. This website describes our services and lets you prepare an enquiry. Information on it is general and does not create an Engagement. Package descriptions are starting points; what we deliver is set by an agreed Scope.

3.2. When you prepare an enquiry, the website drafts an email for you to send from your own email account to hello@nircom.tech. Nothing is sent until you send it. How we handle what you send is set out in our Privacy Policy.

3.3. You may view, download and print pages for your own use. You may not copy, republish or sell content from this website, or use our name, logo or the Nircom mark, without our written permission.

3.4. You must use this website lawfully and in line with our Acceptable Use and Abuse Policy.

3.5. Links to other websites are provided for convenience. We are not responsible for their content or their privacy practices.

4. How an Engagement is formed

4.1. Scope first. Every Engagement starts from a written Scope that states the outcome, the Deliverables, how each Deliverable is accepted, the timeline, the fees and any assumptions. An Engagement begins only when both of us have accepted the Scope in writing, which may be by email or electronic signature.

4.2. Order of priority. If the Scope, a separate signed agreement and these terms conflict, a signed agreement prevails over the Scope, and the Scope prevails over these terms, but only for that Engagement.

4.3. Changes. Either of us may ask to change a Scope. A change takes effect only when both of us accept it in writing, including any change to fees or timeline.

4.4. Your responsibilities. You will give us timely access to the people, information, systems, environments and approvals the Scope requires, and make sure you have the right to give us that access. Where a delay or change on your side affects the timeline or effort, we will tell you and agree a revised plan with you.

5. Fees, invoices and payment

5.1. Fees. Fees are set in the Scope: a fixed fee for a fixed-scope package, a monthly fee for a retainer, or time-based rates where the Scope says so. Prices are in South African rand unless the Scope says otherwise. We are not registered for VAT and do not charge VAT.

5.2. Invoices. We invoice as the Scope sets out (for example, a deposit, milestones, or monthly in advance for retainers). Unless the Scope says otherwise, invoices are payable within 30 days of the invoice date by electronic funds transfer.

5.3. Expenses. We charge travel or other expenses only where the Scope allows it, at cost, with supporting documents.

5.4. Late payment. If an invoice is overdue, we will remind you in writing. If it stays unpaid 10 business days after that reminder, we may pause work on the Engagement until it is paid, and the timeline moves accordingly. Interest on overdue amounts, if any, is charged only as the Scope or the law allows.

5.5. Third-party costs. Cloud subscriptions, software licences, AI model usage and other third-party services used in an Engagement are billed to you directly by their providers, or recharged at cost where the Scope says so. You remain responsible for those accounts and their terms.

6. Delivery and acceptance

6.1. Acceptance. When we hand over a Deliverable, you have 10 business days (or the period in the Scope) to check it against the acceptance criteria in the Scope. If it does not meet them, tell us in writing what is missing, and we will fix it and hand it over again.

6.2. Deemed acceptance. A Deliverable is accepted when you confirm acceptance, when the acceptance period ends without a written notice of non-conformity, or when you use it in production, whichever is first.

6.3. Fixing defects. For 30 days after acceptance, we will fix, at no extra charge, any defect that means a Deliverable does not meet its acceptance criteria, provided the Deliverable has not been changed by anyone other than us.

7. Intellectual property

7.1. What you own. Once you have paid for a Deliverable in full, you own the intellectual property in it that we created specifically for you in the Engagement.

7.2. What we keep. We keep ownership of our pre-existing materials and of general tools, templates, libraries, methods and know-how we use across clients. Where any of these form part of a Deliverable, we grant you a perpetual, non-exclusive, royalty-free licence to use, copy and modify them as part of that Deliverable, for your own business.

7.3. Third-party and open-source components. Deliverables may include third-party or open-source components. These remain subject to their own licences, which we will identify in the Deliverable or its documentation.

7.4. Your materials. You keep ownership of everything you give us. You grant us a licence to use it only to perform the Engagement.

8. Confidentiality and your data

8.1. Confidentiality. Each of us will keep the other's confidential information confidential, use it only for the Engagement, and share it only with people who need it for the Engagement and are bound by similar obligations. This does not apply to information that is public through no fault of the receiver, was already lawfully known to the receiver, or must be disclosed by law. These obligations continue for 3 years after the Engagement ends, and for as long as the information remains a trade secret.

8.2. Personal information in your systems. Where we process personal information in your systems or data on your behalf, we act as your operator under the Protection of Personal Information Act, 2013 (POPIA). We will process it only on your documented instructions, keep it secure, tell you without undue delay of any suspected compromise, and return or delete it at the end of the Engagement. Where the Engagement needs it, we will sign a separate operator or data processing agreement.

8.3. AI services. Where an Engagement uses AI models or services, the Scope will name the services and where they run. We will not use your data to train models, and we will not send your confidential information or personal information to an AI service that you have not approved.

8.4. Reference. We will not name you as a client or describe your Engagement publicly without your written consent.

9. Term, cancellation and ending an Engagement

9.1. Fixed-scope Engagements end when all Deliverables are accepted and paid for.

9.2. Retainers run for the term in the Scope. Unless the Scope says otherwise, either of us may end a retainer on 20 business days' written notice. If you are an individual Consumer and the retainer is a fixed-term agreement, you may also cancel it as the CPA allows, and we will apply only a reasonable cancellation charge the CPA permits.

9.3. Ending for breach. Either of us may end an Engagement by written notice if the other materially breaches these terms or the Scope and does not fix the breach within 20 business days of written notice.

9.4. What happens when an Engagement ends. You pay for work done and expenses properly incurred up to the end date. We hand over the work in progress you have paid for, and we return or delete your confidential information and data, except where the law requires us to keep it.

9.5. Cooling-off. Where the ECT Act or the CPA gives you, as a Consumer, a right to cancel within a cooling-off period, nothing in these terms takes it away. If you ask us to start work during that period, you pay for the work done before you cancel.

10. Important terms: liability, indemnity and risk

Please read this clause carefully. It limits our liability, places some risks on you, and asks you to cover certain losses.

10.1. Risks you accept.

• You make the final decisions about your systems, including whether and how to put a Deliverable into production. Our advice and design reviews reflect our professional judgement on the information available to us at the time.
• You are responsible for backups of your own systems and data, unless the Scope makes us responsible for them.
• AI systems can produce incorrect output. Where a Deliverable includes an AI system, you are responsible for how its output is used in your business, and for keeping the human review the Scope recommends.

10.2. Losses we do not cover. We are not liable for indirect or consequential loss, such as lost profits, lost business, lost data or downtime, arising from an Engagement or this website.

10.3. Limit on our liability. Our total liability to you for all claims relating to an Engagement is limited to the fees you paid us for that Engagement in the 6 months before the event giving rise to the claim. Our liability relating to this website alone, where you have not engaged us, is limited to the extent the law allows.

10.4. What is not limited. Clauses 10.2 and 10.3 do not limit liability for gross negligence, fraud or intentional misconduct, for death or bodily injury, for a breach of clause 8, or any right a Consumer has under the CPA that cannot lawfully be limited.

10.5. Your indemnity. You agree to cover us for claims, losses and reasonable legal costs caused by materials you give us that infringe someone else's rights, or by your unlawful use of a Deliverable. This does not apply to the extent the loss was caused by our own breach or negligence.

10.6. Events beyond control. Neither of us is responsible for failure or delay caused by events beyond reasonable control, such as power or network failures, outages of cloud or AI providers, natural disasters or acts of government. Load-shedding is not such an event where the affected party could reasonably have provided backup power.

11. General

11.1. Privacy. We process personal information as described in our Privacy Policy.

11.2. Independent contractor. We provide Engagements as an independent contractor. Nothing in these terms creates an employment, partnership or agency relationship.

11.3. Subcontractors. We may use subcontractors for parts of an Engagement only with your prior written consent. We remain responsible for their work and make sure they are bound by the same confidentiality and data obligations.

11.4. Non-solicitation. During an Engagement and for 6 months after it, neither of us will directly solicit for employment anyone from the other who worked on the Engagement, without the other's written consent. Responding to a public job advertisement is not solicitation.

11.5. Changes to these terms. We may update these terms. The version and date shown on this page identify the latest version. Changes do not affect a Scope already accepted, unless both of us agree in writing.

11.6. Complaints. Contact hello@nircom.tech first; we aim to respond within 5 business days. If you are a Consumer and we cannot resolve the complaint, you may approach the Consumer Goods and Services Ombud, the National Consumer Commission, or another forum available to you under the CPA.

11.7. Governing law and courts. South African law governs these terms. You may bring proceedings in a court with jurisdiction where you live or where we are based, including the Magistrates' Court.

11.8. Assignment. Neither of us may transfer our rights or obligations under an Engagement without the other's written consent, except that we may transfer them to a successor business that continues the Engagement, with notice to you.

11.9. Severability. If any part of these terms is invalid, the rest remains in force, and the invalid part is read down to the extent needed to make it valid.

11.10. Whole agreement. For each Engagement, these terms, the accepted Scope and any signed agreement are the whole agreement between us about it.

11.11. Notices. Legal notices to us must be sent to 1175 Augrabies Falls Boulevard, Waterfall City, Midrand, 2090, South Africa or legal@nircom.tech. Notices to you go to the contact address in the Scope.