Terms of Service

These terms govern your use of this website and the supply of services by Ocalt (Pty) Ltd. Please read them. Where a signed service agreement exists between us, that agreement takes precedence over these terms to the extent of any conflict.

1. Who we are

This website is owned and operated by Ocalt (Pty) Ltd, a private company incorporated in terms of the laws of the Republic of South Africa. We provide the following particulars as a matter of general business transparency.

Chapter VII of the Electronic Communications and Transactions Act 25 of 2002, which includes section 43, applies only where a supplier offers goods or services for sale by way of an electronic transaction concluded on its website, with an online order placed and accepted. Ocalt does not sell anything through ocalt.co.za: the quote builder produces an indicative estimate only, and every service agreement is a separate document, negotiated and signed apart from the website. That chapter does not govern this site on that basis.

• Full legal name: Ocalt (Pty) Ltd
• Legal status: Private company, incorporated in the Republic of South Africa
• Registration number: 2025/771151/07
• Directors: Bongani Khumalo, Zimkhitha Ndlovu
• Telephone and WhatsApp: +27 77 433 3156
• Email: info@ocalt.com
• Website: https://ocalt.co.za

2. Acceptance

By accessing this website, submitting an enquiry through it, or accepting a quotation or proposal from us, you agree to these terms. If you do not agree, do not use the website or our services.

If you accept these terms on behalf of a company, institution or other legal entity, you warrant that you are authorised to bind that entity, and "you" refers to that entity.

3. Definitions

• Agreement means a signed service agreement, statement of work or accepted quotation between you and us, together with its schedules.
• Branch means a distinct physical site of yours that is named in a schedule to an Agreement as receiving services.
• Deliverables means software, systems, configurations, documentation and other materials created by us specifically for you under an Agreement.
• Services means the services described in clause 4 and specified in an Agreement.
• Service levels means the response and resolution targets published on this website and recorded in a schedule to an Agreement.
• Business hours means 07:00 to 18:00 South African Standard Time, Monday to Friday, excluding public holidays in South Africa, unless a different cover level is recorded in your Agreement.

4. Our services

We provide, among other things:

• IT Department as a Service - ongoing management of an organisation's IT function under a fixed monthly fee, as described in clause 6;
• custom software and application development;
• custom artificial intelligence systems;
• server infrastructure, hosting and deployment;
• digital architecture, systems integration, research and prototyping.

The precise scope of what we will do for you is set out in your Agreement, not on this website. Descriptions on this website are indicative and do not themselves create an obligation to supply.

5. Quotations and estimates

1. Figures produced by the quote builder on this website are indicative estimates only. They are generated automatically from our published price list and do not constitute an offer, a quotation or a binding price.
2. A binding price is given only in a written quotation or proposal issued by us and signed or accepted in writing by you.
3. Unless stated otherwise, a written quotation is valid for 30 days from its date.
4. All prices are quoted in South African rand and exclude VAT unless expressly stated to include it.
5. We may decline any enquiry or quotation request. We are not obliged to give reasons.

6. IT Department as a Service

6.1 The fee

1. The service is charged as a fixed monthly fee per Branch, calculated in accordance with the price list published on this website and confirmed in your Agreement.
2. The fee is payable monthly in advance and is not reduced for periods in which you make little or no use of the Services.
3. Fees exclude VAT, hardware, equipment, replacement parts, third-party software licences, internet connectivity, cloud consumption charges, and work outside the agreed scope or service area. Those items are quoted and approved in writing before being incurred and are billed at cost unless otherwise agreed.
4. Where an Agreement runs for more than twelve months, an annual escalation applies on each anniversary, capped at the official Consumer Price Index for the preceding twelve months plus two percent.
5. The Services commence on the start date recorded in your Agreement, which we book once the Agreement is signed and the first monthly fee, together with any onboarding fee, has been received. We do not begin work, including the discovery and audit activities described in the handover, before that.

6.2 Term, onboarding and notice

1. Agreements are offered on a month-to-month basis or for a fixed term of twelve or twenty-four months, as recorded in your Agreement.
2. A once-off onboarding and handover fee applies to month-to-month agreements and is waived on fixed-term agreements of twelve months or longer.
3. Month-to-month agreements may be ended by either party on thirty days' written notice. Fixed-term agreements may be ended by written notice given at least sixty days (twelve-month term) or ninety days (twenty-four-month term) before the renewal date, failing which the Agreement renews for a further like term on the same conditions subject to escalation.
4. Early termination of a fixed-term Agreement by you, other than for our material breach, renders the balance of the fees for the remaining term immediately due, unless we agree otherwise in writing.

6.3 Service levels and credits

1. Response and resolution targets apply from the moment a ticket is logged with our service desk, within your contracted cover hours.
2. Where we fail to meet a published first-response target or the twenty-four-hour on-site commitment, a service credit is applied to your next invoice at the rates published on this website and recorded in your Agreement, capped at twenty-five percent of that month's fee for the affected Branch.
3. Service credits are your sole financial remedy for a failure to meet a service level. They do not limit your right to terminate for material breach.
4. Service levels do not apply to the extent that a failure is caused by your act or omission, by a third party outside our control, by a force majeure event, or by a fault in equipment, software or connectivity that you have declined to replace or repair after we have recommended it in writing.

6.4 On-site attendance

1. We will dispatch a suitably qualified engineer to arrive at an affected Branch within twenty-four hours of the service desk confirming a hardware fault that cannot be resolved remotely, provided the Branch lies within the service area recorded in your Agreement.
2. Travel within an agreed service area is included in the monthly fee. Attendance outside an agreed service area is quoted in advance and requires your written approval.
3. You must provide safe, lawful and reasonable access to the Branch, including any required site induction, permits or security clearance. Time lost to access being refused or delayed does not count toward the twenty-four-hour commitment.

7. Your obligations

1. Give us accurate and complete information about your environment, and tell us promptly when it changes materially, including new Branches, significant changes in staff numbers, and new systems.
2. Give us the access, credentials, permissions and cooperation we reasonably need to perform the Services, including access to third-party suppliers where necessary.
3. Hold valid licences for all third-party software in your environment, and provide proof of licensing on request. We will not install, operate or support unlicensed software.
4. Maintain suitable insurance over your own equipment, premises and business interruption risk.
5. Nominate a person authorised to approve chargeable work, changes in scope and the classification of incident priority.
6. Follow the reasonable written security recommendations we make. Where you decline a recommendation, we will record it and the associated risk sits with you.
7. Pay our invoices when they are due.

8. Fees and payment

1. Recurring fees are invoiced monthly in advance. Project fees are invoiced as set out in the relevant Agreement.
2. Unless otherwise agreed in writing, invoices are payable within thirty days of the invoice date, by electronic funds transfer to the account nominated on the invoice.
3. Amounts not paid when due bear interest at the maximum rate permitted by the National Credit Act 34 of 2005, calculated daily from the due date until payment.
4. You may not withhold or set off any amount without our written agreement, except an amount genuinely and reasonably disputed, and then only if you notify us of the dispute in writing before the due date and pay the undisputed balance.
5. Where an account is more than thirty days overdue, we may suspend the Services on seven days' written notice. Suspension does not relieve you of the obligation to pay fees for the suspension period.
6. You are liable for all reasonable costs of recovering overdue amounts, including legal costs on an attorney-and-own-client scale and tracing and collection commission.

9. Intellectual property

1. On full payment of all amounts due for the relevant work, ownership of the Deliverables created specifically for you passes to you, including source code, configurations and documentation.
2. We retain ownership of our pre-existing materials, tools, libraries, frameworks, templates and general know-how, including anything we developed before the Agreement or independently of it. Where a Deliverable incorporates such material, we grant you a perpetual, irrevocable, non-exclusive, royalty-free licence to use it as part of that Deliverable.
3. Nothing in an Agreement prevents us from using the skills, knowledge and experience gained in performing the Services for other clients.
4. Third-party components remain subject to their own licences, which we will identify to you.
5. All content on this website, including text, layout, code and the Ocalt name and mark, belongs to us or our licensors and may not be copied, reproduced or used without our prior written consent.

10. Confidentiality

1. Each party must keep the other's confidential information secret, use it only for the purposes of the Agreement, and disclose it only to personnel and subcontractors who need it and are bound by equivalent obligations.
2. These obligations do not apply to information that is public through no breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law or by order of a court or regulator.
3. Confidentiality obligations survive termination of the Agreement indefinitely in respect of trade secrets, and for five years in respect of other confidential information.
4. We may name you as a client and describe the general nature of the work only with your prior written consent.

11. Personal information

1. Each party must comply with the Protection of Personal Information Act 4 of 2013 in respect of personal information processed under an Agreement.
2. Where we process personal information on your behalf in the course of managing your systems, we act as an operator and you act as the responsible party. We will process such information only on your documented instructions, apply appropriate technical and organisational security measures, and notify you without undue delay where we reasonably believe that personal information has been accessed or acquired by an unauthorised person.
3. Where required, the parties will enter into a written operator agreement recording the categories of information, the purposes of processing, retention and the security measures applied.
4. Our handling of personal information collected through this website is described in our privacy policy, which forms part of these terms.

12. Warranties

1. We warrant that the Services will be performed with the reasonable skill and care to be expected of a competent professional supplier of similar services in South Africa.
2. We warrant that Deliverables will materially conform to their agreed specification for ninety days after acceptance. Our obligation for a breach of this warranty is to correct the non-conformity at our cost.
3. We do not warrant that any system will be uninterrupted, error-free, or secure against every form of attack. No supplier can honestly give that warranty.
4. Except as expressly stated, and to the fullest extent permitted by law, all other warranties, conditions and terms, whether express or implied, are excluded. Nothing in this clause limits any right you may have under the Consumer Protection Act 68 of 2008 where that Act applies to you.

13. Limitation of liability

1. Neither party excludes or limits liability for death or personal injury caused by its negligence, for fraud, or for any liability that cannot lawfully be limited.
2. Subject to clause 13.1, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business or reputational harm, however arising.
3. Subject to clause 13.1, our total aggregate liability arising out of or in connection with an Agreement, whether in contract, delict or otherwise, is limited to the total fees paid by you to us under that Agreement in the twelve months preceding the event giving rise to the claim.
4. You remain responsible for maintaining your own insurance against business interruption and data loss. Our provision of backup services does not transfer that risk to us beyond the limits in this clause.
5. No claim may be brought more than twelve months after the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to it.

14. Indemnity

You indemnify us against any claim, loss or cost arising from your breach of clause 7, from content or data you provide to us that infringes a third party's rights or applicable law, and from your use of unlicensed software in an environment we manage.

15. Suspension and termination

1. Either party may terminate an Agreement immediately on written notice if the other commits a material breach and fails to remedy it within fourteen days of written notice describing the breach, or if the other is placed under business rescue, liquidation, sequestration or an equivalent process.
2. We may suspend the Services where payment is overdue as set out in clause 8.5, where continuing would expose us or you to a material security or legal risk, or where you instruct us to do something unlawful.
3. On termination, all amounts due to us up to the date of termination become immediately payable, and each party returns or destroys the other's confidential information, subject to retention required by law.

16. Exit assistance

On termination of an IT Department as a Service agreement for any reason other than your non-payment, we will provide thirty days of exit assistance at no additional charge. This includes transferring credentials and administrative access, handing over documentation, network maps and the asset register, and reasonable cooperation with your incoming provider. Exit assistance beyond thirty days is quoted at our standard rates.

17. Subcontractors and personnel

1. We may use subcontractors to perform parts of the Services. We remain responsible to you for work performed by our subcontractors.
2. We choose which of our personnel perform the Services and may replace them, provided the replacement is suitably qualified and service levels are maintained. Where your Agreement names a service lead or technical lead, we will notify you before changing that person.
3. Our personnel and subcontractors are not your employees and no employment relationship arises between you and them.

18. Non-solicitation

During an Agreement and for twelve months after it ends, neither party may directly solicit for employment any employee or contractor of the other who was materially involved in the Services, without the other's prior written consent. This does not prevent either party from making a general public advertisement or from hiring a person who responds to it.

19. Use of this website

1. You may use this website for lawful purposes only. You may not attempt to gain unauthorised access to it, interfere with its operation, scrape it at a rate that degrades service, or use it to transmit unlawful, harmful or misleading material.
2. Information on this website is provided for general information. We make reasonable efforts to keep it accurate and current but do not warrant that it is free of error, and we may change it at any time.
3. Links to third-party websites are provided for convenience. We do not control and are not responsible for their content or practices.
4. We may restrict or refuse access to this website where use breaches these terms.

20. Electronic communications

1. You consent to receiving communications from us electronically in connection with your enquiry or Agreement. Electronic communications satisfy any legal requirement that a communication be in writing.
2. An electronic signature, or acceptance recorded by email or through this website, is valid and binding in terms of the Electronic Communications and Transactions Act 25 of 2002.
3. Data messages are deemed received when they enter an information system designated or used by the recipient and are capable of being retrieved and processed.

21. Consumer rights

1. Where the Consumer Protection Act 68 of 2008 applies to a transaction with you, nothing in these terms limits, excludes or waives any right that Act gives you, and these terms are to be read as subject to it.
2. Where you are a consumer transacting electronically, section 44 of the Electronic Communications and Transactions Act gives you the right to cancel certain electronic transactions without reason or penalty within seven days of concluding the agreement, subject to the exceptions in that Act. Services that have been fully performed with your consent before the end of that period, and services made to your specification, may fall outside this right.
3. A service agreement to which section 14 of the Consumer Protection Act applies may be cancelled by you on twenty business days' written notice, subject to a reasonable cancellation penalty.

22. Force majeure

Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including load shedding or national grid failure, failure of national telecommunications infrastructure, natural disaster, fire, flood, civil unrest, unlawful protest action affecting access to a site, epidemic, war, or an act of government. The affected party must notify the other promptly and take reasonable steps to mitigate. If the event continues for more than sixty days, either party may terminate the affected Services on written notice.

23. Disputes

1. If a dispute arises, the parties must first attempt in good faith to resolve it by negotiation between senior representatives within fifteen business days of written notice of the dispute.
2. Failing resolution, the dispute must be referred to mediation administered by the Arbitration Foundation of Southern Africa, or another body the parties agree on, before either party institutes legal proceedings.
3. Clause 23 does not prevent either party from applying to a court for urgent interim relief.

24. General

1. Whole agreement. An Agreement together with these terms and the privacy policy is the whole agreement between the parties on its subject matter and replaces all prior discussions and representations.
2. Order of precedence. Where there is a conflict, a signed Agreement prevails over these terms, and these terms prevail over any other content on this website.
3. Variation. No variation is effective unless recorded in writing and signed by both parties. We may amend these website terms as set out in clause 26.
4. No waiver. A failure to enforce a right is not a waiver of it.
5. Severability. If a provision is found invalid or unenforceable, it is severed and the remaining provisions continue in force.
6. Cession. You may not cede or assign your rights or delegate your obligations without our prior written consent. We may cede our rights to a successor in title on written notice to you.
7. Notices. Notices must be sent in writing to the addresses recorded in your Agreement, or to info@ocalt.com in the case of notices to us. Notices by email are effective on the business day after sending, unless a delivery failure is received.

25. Governing law

These terms and any Agreement are governed by the laws of the Republic of South Africa. Subject to clause 23, the parties consent to the jurisdiction of the High Court of South Africa, Gauteng Division, Johannesburg, and we may in our discretion institute proceedings in a Magistrate's Court having jurisdiction.

26. Changes and contact

We may update these terms from time to time. The current version is always published at this address and takes effect when posted. Material changes affecting an existing Agreement will be notified to you in writing and will not apply retrospectively.

Questions about these terms:

• Email: info@ocalt.com
• WhatsApp or phone: +27 77 433 3156