1. Provision of Services
1.1.1. ZIMELE TECHNOLOGIES agrees to provide the Services in accordance with the details outlined in the Order Form and these General Terms and Conditions (GTCs).
1.1.2. In the event that ZIMELE TECHNOLOGIES is unable to provide any Service, either in full or in part, due to issues arising from the customer's end, and the Customer fails to provide reasonable advance notice to ZIMELE TECHNOLOGIES, the time spent by ZIMELE TECHNOLOGIES' Consultants on such Service will be charged to the Customer.
All timeframes provided concerning the performance of the Services are approximate, and time shall not be considered of the essence.
1.3.1. If the relevant Order Form explicitly states that the Deliverables are subject to acceptance and does not specify an alternative acceptance procedure, the following acceptance procedure applies:
a) Upon delivery of a completed Deliverable by ZIMELE TECHNOLOGIES, the Customer shall have a period of 10 calendar days to accept or reject the Deliverable based on the acceptance criteria outlined in the Order Form for that specific Deliverable ("Acceptance Period").
b) Should the relevant Deliverable meet the acceptance criteria as set forth in the Order Form, the Customer shall accept the Deliverable. Customer agrees not to unreasonably withhold acceptance. If the Customer notifies ZIMELE TECHNOLOGIES of rejection due to a Material Defect, written notice specifying the basis of the Material Defect must be provided within the 10-day period.
c) ZIMELE TECHNOLOGIES shall have a reasonable period to rectify and re-deliver the Deliverable for an additional Acceptance Period. Should the Customer fail to reject any Deliverable within the Acceptance Period, explicitly identifying the Material Defect, the Deliverable shall be deemed accepted as of the 10th day of the Acceptance Period.
d) Upon acceptance of a Deliverable, all Services associated with said Deliverable shall be deemed accepted, and ZIMELE TECHNOLOGIES shall bear no further obligations regarding the accepted Deliverable. The Customer shall refrain from making productive use of a Deliverable unless it has been formally accepted by the Customer (either expressly or through the passage of time).
e) In cases where the relevant Order Form does not expressly outline acceptance criteria for a Deliverable, said Deliverable will be considered accepted upon delivery.
2. CUSTOMER RESPONSIBILITIES
2.1. Access, System Security, and Data Safeguards
3.1.1. Customer agrees to facilitate ZIMELE TECHNOLOGIES in performing the Services by making necessary arrangements, including ensuring consistent, stable, and fast remote connectivity, and granting required authorizations for remote access to Customer's systems.
3.1.2. In cases where the Services are executed at Customer's premises, Customer undertakes to grant appropriate access to its site, including access to Customer premises, computer systems, and other essential facilities.
3.1.3. Upon granting access to Customer's systems and data, ZIMELE TECHNOLOGIES commits to adhering to Customer's reasonable administrative, technical, and physical safeguards for data protection and prevention of unauthorized access, provided that Customer has provided reasonable prior written notice of such safeguards to ZIMELE TECHNOLOGIES. Customer shall be responsible for furnishing Consultants with user authorizations and passwords to access its systems and for managing such authorizations and access termination as deemed necessary by Customer. Customer shall restrict ZIMELE TECHNOLOGIES' access to Customer systems or personal information (of Customer or any third party) solely to what is indispensable for the performance of Services under the Agreement. Furthermore, Customer agrees not to store any personal data in non-production environments. Non-compliance by ZIMELE TECHNOLOGIES with the mentioned safeguards, where no personal information has been compromised, shall not constitute a breach of this provision.
2.2. Customer Cooperation
2.2.1. Customer commits to providing and making available all necessary Customer personnel as specified in the applicable Order Form or as reasonably requested by ZIMELE TECHNOLOGIES for the performance of the Services.
2.2.2. Customer shall designate a contact person empowered to make decisions and provide ZIMELE TECHNOLOGIES with expedited access to any necessary or pertinent information.
2.3. Use Rights Prerequisites
2.3.1. Customer warrants to possess all requisite usage rights for the ZIMELE TECHNOLOGIES Software or Cloud Service, as well as any pertinent third-party licenses or usage rights essential for the performance of the Services.
3. CHANGE REQUEST PROCEDURES
3.1.1. Either party reserves the right to request changes to the Service.
3.1.2. ZIMELE TECHNOLOGIES is under no obligation to execute changes requested under a Change Request until both parties have formally executed the relevant Change Request document.
4. SATISFACTION WITH PERSONNEL
If either the Customer or ZIMELE TECHNOLOGIES becomes dissatisfied with the substantial performance of a Consultant or a Customer employee or contractor engaged in the provision of ZIMELE TECHNOLOGIES's Services, the dissatisfied party shall promptly notify the other party in writing about such dissatisfaction and may request a replacement. The other party will exercise reasonable discretion in effecting any such change, subject to staffing availability in the case of ZIMELE TECHNOLOGIES.
5. FEES AND TAXES
Customer agrees to remit fees as outlined in the Order Form. Failure by Customer to adhere to the payment terms stipulated in the Agreement may result in the suspension of Services by ZIMELE TECHNOLOGIES until outstanding payments, including applicable Taxes, are settled. Prior written notice will be provided by ZIMELE TECHNOLOGIES before initiating any such suspension. Any fees and Taxes not paid within the specified timeframe shall accrue interest at the maximum legal rate. Purchase orders are deemed to be for administrative purposes only, and ZIMELE TECHNOLOGIES reserves the right to issue invoices and collect payments without requiring a corresponding purchase order.
All fees and charges specified in the Agreement are subject to relevant Taxes, which will be levied in addition to the fees outlined in the Agreement.
6. TERM AND TERMINATION
6.1. Term of the Agreement
The Agreement shall become effective as of the Effective Date specified in the Order Form and shall remain in effect until the end of the term as specified in the Order Form or on completion of the Services in accordance with the Agreement, unless otherwise terminated earlier by either party in accordance with these General Terms and Conditions (GTCs).
6.2. Termination of Agreement
6.2.1. Either party may terminate the Agreement:
a) for cause upon 30 days’ prior written notice of the other party's material breach of any provision of the Agreement (including Customer's failure to pay any money due within 30 days of the payment due date) unless the breaching party has cured such breach during the 30 day period;
b) immediately if the other party files for bankruptcy, becomes insolvent, makes an assignment forthe benefit of creditors, or otherwise materially breaches Section 9 of these GTCs.
6.2.2. ZIMELE TECHNOLOGIES may terminate the Agreement immediately if Customer breaches Sections 8, 15.4 or 15.6 of the GTCs.
6.2.3. Either party may terminate the Agreement (excluding agreements for fixed-price Services,Premium Engagement Services and subscriptions or monthly reoccurring Services), upon 30-days prior written notice to the other party, unless otherwise agreed in a Services Order Form.
6.3. Effect of termination
6.3.1. Customer shall be liable for payment of all costs, fees and expenses up to the effective date oftermination for:
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a) any completed, partially completed or scheduled Services from any phase or milestone;
b) any reasonable committed costs or expenses; and
c) any non-refundable travel costs including visa costs and related expenses.
6.3.2. The termination of any particular Service in accordance with this Section 7 shall not cause or result in termination of any other Services ordered under the same Order Form, nor shall termination of an Order Form or any particular Service under it result in termination of any separate Services Order Form between the parties.
Sections 1, 6, 7, 8, 9, 11, 13, 14 and 15 of these GTCs survive the expiry or termination of the Agreement.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. ZIMELE TECHNOLOGIES Ownership
7.1.1. Except for any rights expressly granted to Customer under the Agreement, ZIMELE TECHNOLOGIES, ZIMELE TECHNOLOGIES SE, their Affiliates or licensors own all Intellectual Property Rights in and any derivative works of:
a) ZIMELE TECHNOLOGIES Materials;
b) any Services, Deliverables and Work Products (including any techniques, knowledge or processes of the Services or Deliverables) whether or not developed for the Customer.
7.1.2. Customer shall execute such documentation and take such other steps as is reasonably necessary to secure ZIMELE TECHNOLOGIES’s or ZIMELE TECHNOLOGIES SE’s title over such rights.
7.2. Except for any rights expressly granted to Customer under the Agreement Customer shall not remove ZIMELE TECHNOLOGIES's copyright and authorship notices.
7.3. Any Services, Deliverables and Work Products provided by ZIMELE TECHNOLOGIES to Customer prior to the execution of an applicable Order Form or a Change Request are the sole property and Confidential Information of ZIMELE TECHNOLOGIES and shall be governed by the terms of the Agreement. If no Order Form is completed, all Services, Work Products and Deliverables must be returned or deleted and must not be used.
7.4. Provided all amounts due under an Order Form are paid in full in accordance with the terms of the Agreement, Customer will be granted a non-exclusive, non-transferable license to use any Deliverables and Work Products provided to it by ZIMELE TECHNOLOGIES under a relevant Order Form under the Agreement in order to run Customer’s and its Affiliates’ internal business operations. This license will be granted to the same extent and term as the License Agreement. The fore going will be subject to Customer’s compliance with the terms of the License Agreement and this Agreement.
7.5. Customer may allow its third-party service providers to access the Deliverables, Work Product and Services of ZIMELE TECHNOLOGIES solely for purposes of supporting the Customer or its Affiliates and provided that such third party service provider is obligated under substantially similar written terms to protect ZIMELE TECHNOLOGIES Confidential Information. Customer shall be responsible for breaches of the Agreement caused by its third party service providers. Customer must immediately notify ZIMELE TECHNOLOGIES in writing if any third party gains unauthorized access to ZIMELE TECHNOLOGIES proprietary materials or Confidential Information. Customer shall take all reasonable steps to stop such unauthorized access.
8. CONFIDENTIALITY
8.1. Use of Confidential Information
8.1.1. The receiving party shall:
a) maintain all Confidential Information of the disclosing party in strict confidence, taking steps to protect the disclosing party’s Confidential Information substantially similar to those steps that the receiving party takes to protect its own similar Confidential Information, which shall not be less than a reasonable standard of care;
b) not disclose or reveal any Confidential Information of the disclosing party to any person other than its Representatives whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in this Section 9;
c) not use or reproduce any Confidential Information of the disclosing party for any purpose outside the scope of the Agreement; and
d) retain any and all confidential, internal or proprietary notices or legends which appear on the original and on any reproductions.
8.1.2. Customer shall treat all information about the Agreement, its terms and conditions, the pricing or any other facts relating thereto as Confidential Information of ZIMELE TECHNOLOGIES and protect the same from disclosure to third parties in accordance with Sections
8.1.1 and 8.2.
8.1.3. Confidential Information of either party disclosed prior to execution of the Agreement will be subject to this Section 8.
8.2. Compelled Disclosure
The receiving party may disclose the disclosing party's Confidential Information to the extent
required by law, regulation, court order or regulatory agency; provided, that the receiving party required to make such a disclosure uses reasonable efforts to give the disclosing party reasonable prior notice of such required disclosure (to the extent legally permitted) and provides reasonable assistance in contesting the required disclosure, at the request and cost of the disclosing party. The receiving party and its Representatives shall use commercially reasonable efforts to disclose only that portion of the Confidential Information which is legally requested to be disclosed and shall request that all Confidential Information that is so disclosed is accorded confidential treatment.
8.3.1. The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:
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a) is independently developed by the receiving party without use or reference to the disclosing party's Confidential Information;
b) has become generally known or available to the public through no breach by the receiving party;
c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions;
d) is lawfully acquired free of restriction by the receiving party from a third party having the right tofurnish such Confidential Information; or
e) the disclosing party agrees in writing is free of confidentiality restrictions.
8.4. Destruction and Return of Confidential Information
8.4.1. Upon the disclosing party's request or the effective date of expiration or termination of the Agreement, except to the extent it is legally entitled or required to retain the Confidential Information, the receiving party shall promptly destroy or return to the disclosing party, at the disclosing party's election, all materials containing the disclosing party's Confidential Information and all copies thereof, whether reproductions, summaries, or extracts thereof or based thereon(whether in hard-copy form or on intangible media), provided however that:
a) if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect there to has been rendered; and
b) the receiving party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held in archive or back-up systems, that are not generally accessible, in accordance with general systems archiving or backup policies.
9.4.2. The obligation in this Section 8.4 shall not apply to Work Products provided by ZIMELE TECHNOLOGIES to Customer, unless the Agreement is terminated by ZIMELE TECHNOLOGIES in accordance with Section 6.2.1 or 6.2.2 above.
9. PUBLICITY
Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Customer agrees that ZIMELE TECHNOLOGIES may use Customer's name in customer listings or quarterly calls with its investors or, at times mutually agreeable to the parties, as part of ZIMELE TECHNOLOGIES's marketing efforts (including reference calls and stories,press testimonials, site visits, ZIMELE TECHNOLOGIESPHIRE participation). Customer agrees that ZIMELE TECHNOLOGIES may share information on Customer with its Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Customer employee contact information with ZIMELE TECHNOLOGIES.
10. FEEDBACK
Customer may at its sole discretion and option provide Feedback. In such instance, ZIMELE TECHNOLOGIES, ZIMELE TECHNOLOGIES SE and its Affiliates may in its sole discretion retain and freely use, incorporate or otherwise exploit such Feedback without restriction, compensation or attribution to the source of the Feedback.
11. WARRANTY
11.1. Good industry practices
11.1.1. ZIMELE TECHNOLOGIES warrants that:
a) its Services will be performed in a professional workman-like manner by Consultants with the skills reasonably required for the Services; and
b) for 90 days following provision of the Service, the Deliverables will materially conform with the
applicable specifications for that Deliverable. For clarity, the warranty period for Deliverables (if any)resulting from any subscription based Services will in no event exceed the termination date of the subscription based Services.
11.1.2. ZIMELE TECHNOLOGIES does not warrant error-free or uninterrupted operation of any Service or Deliverable or that ZIMELE TECHNOLOGIES will correct all non-conformities.
Customer shall notify ZIMELE TECHNOLOGIES within 90 days of provision of the Service or Deliverable in writing of the alleged warranty breach and provide ZIMELE TECHNOLOGIES with a precise description of the problem and all relevant information reasonably necessary for ZIMELE TECHNOLOGIES in order to rectify such warranty breach.
Provided Customer has notified ZIMELE TECHNOLOGIES in accordance with Section 11.2 of a warranty breach and ZIMELE TECHNOLOGIES validates the existence of such warranty breach,ZIMELE TECHNOLOGIES will, at its option:
a) re-perform the applicable Services or Deliverable; or
b) refund the fee paid or reallocate quota for the specific non-conforming Service or Deliverable.This is Customer's sole and exclusive remedy for a warranty breach.
This warranty shall not apply:
a) if the Services, Work Product or any Deliverables are not used in accordance with any applicable documentation provided; or
b) if the alleged warranty breach is caused by a modification to the Deliverable, Customer or third party software.
12. THIRD PARTY CLAIMS
12.1. Claims brought against Customer
12.1.1. ZIMELE TECHNOLOGIES will defend Customer against claims brought against Customer and its Affiliates by any third-party alleging that Customer’s and its Affiliates' use of the Deliverables infringes or misappropriates a patent claim, copyright, or trade secret right. ZIMELE TECHNOLOGIES will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement ZIMELE TECHNOLOGIES enters into) with respect to these claims.
12.1.2. ZIMELE TECHNOLOGIES's obligation under Section 12.1.1 will not apply if the alleged claim results from:
a) use of the Deliverables in conjunction with any other software, services or any product that ZIMELE TECHNOLOGIES did not provide;
b) use of the Deliverable provided for no fee;
c) Customer’s failure to timely notify ZIMELE TECHNOLOGIES in writing of any such claim if ZIMELE TECHNOLOGIES is prejudiced by Customer’s failure to provide or delay in providing such notice;
d) modification of the Deliverable by Customer or by a third party on behalf of Customer;
e) anything that Customer provides to ZIMELE TECHNOLOGIES including configurations, instructions or specifications in relation to Services; or
f) any use of the Services not permitted under the Agreement.
12.2. If a third party makes a claim under Section 12.1 or in ZIMELE TECHNOLOGIES’s reasonable opinion is likely to make such claim, ZIMELE TECHNOLOGIES may, at its sole option and expense:
a) procure for Customer the right to continue using the Deliverable under the terms of the
Agreement; or
b) replace or modify the Deliverable to be non-infringing without material decrease in functionality.
12.3. If these options are not reasonably available, ZIMELE TECHNOLOGIES or Customer may terminate the Agreement relating to the affected Deliverable upon written notice to the other.
12.4. ZIMELE TECHNOLOGIES expressly reserves the right to cease such defense of any claim(s) in the event the applicable Deliverable is no longer alleged to infringe or misappropriate the third party’s rights.
12.5. Claims Brought Against ZIMELE TECHNOLOGIES
12.5.1. Customer shall defend ZIMELE TECHNOLOGIES and its Affiliates against claims brought against ZIMELE TECHNOLOGIES by any third party arising from or related to:
a) any Customer use of the Services in violation of any applicable law or regulation; and
b) an allegation that the Customer Data, Customer's use of the Services or anything Customer has provided to ZIMELE TECHNOLOGIES including access to third party software or proprietary information violates, infringes or misappropriates the rights of a third party.
12.5.2. The foregoing shall apply regardless of whether such damage is caused by the conduct of Customer and/or its Authorized Users or by the conduct of a third-party using Customer's access credentials.
12.6. Third Party Claim Procedure
All third party claims under Sections 12.1 and 12.5 shall be conducted as follows:
a) The party against whom a third party claim is brought (the “Named Party”) will timely notify the other party (the “Defending Party”) in writing of any claim. The Named Party will reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the Defending Party, subject to section 12.6 b) below.
b) The Defending Party will have the right to fully control the defense.c) Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by the Named Party.
The provisions of this Section 13 state the sole, exclusive and entire liability of the Defending Party,its Affiliates and subcontractors to the Named Party, and is the Named Party's sole remedy, with respect to covered third party claims and to the infringement and misappropriation of third party intellectual property rights.
13. LIMITATION OF LIABILITY
13.1. No Cap on Liability
Neither party’s liability is capped for damages resulting from:
a) death or bodily injury arising from either party’s gross negligence or willful misconduct; and / or
b) any failure by Customer to pay any fees due under the Agreement;
13.2. Liability Cap for Services
Except as set forth in Section 13.1, the maximum aggregate liability of Customer (and its Affiliates)and of ZIMELE TECHNOLOGIES (and its Affiliates, licensors or subcontractors) arising under or in connection with the Agreement to the other or any other person or entity shall not exceed (i) for Services (other than Premium Engagement or subscription based Services), the fees paid for the applicable Services under the relevant Order Form, or (ii) for Premium Engagement or subscription based Services, for all events (or series of connected events) arising in any 12 month period, the annual fees paid for Premium Engagement Services or subscription based Services associated with the damages arising in that 12 month period. Any “12 month period” commences on the start date of the Premium Engagement Services or subscription based Services or any of its yearly anniversaries.
13.3. Exclusions to Damages
In no case will:
a) either party (or its respective Affiliates or ZIMELE TECHNOLOGIES’s subcontractors or licensors) be liable to the other party for any special, incidental, consequential, or indirect damages, loss of goodwill or business profits, work stop page or for exemplary or punitive damages; and
b) ZIMELE TECHNOLOGIES be liable for any damages caused by any Services provided for no fee.
Except as expressly provided in the Agreement, neither ZIMELE TECHNOLOGIES or its subcontractors or licensors make any representation or warranties, express or implied, statutory or otherwise,regarding any matter, including the merchant ability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or Services provided under the Agreement, or that the operation of any products or Services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments, or advertising of ZIMELE TECHNOLOGIES or product roadmaps in obtaining the Services.
14. MISCELLANEOUS
If any provision of the Agreement is held to be wholly or in part invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement. The invalid or unenforceable provision will be replaced by a valid and enforceable provision which approximates as closely as possible the intent of the invalid or unenforceable provision. This will also apply in cases of contractual gaps.
A waiver of any breach or obligation of the Agreement is not deemed a waiver of any other breachor obligation.
The Agreement may be signed in counterparts, each of which shall be deemed an original and which shall together constitute one Agreement. Electronic signatures via DocuSign or any other form as determined by ZIMELE TECHNOLOGIES are deemed original signatures.
14.4.1. ZIMELE TECHNOLOGIES and Customer shall comply with Export Laws in the performance of the Agreement. The Services, Work Products and Confidential Information are subject to Export Laws. Customer, its Affiliates and its Authorized Users shall not directly or indirectly export, re-export, release, or transfer the Services, Work Products and Confidential Information in violation of Export Laws. Customer is solely responsible for compliance with Export Laws, including obtaining any required export authorizations if Customer exports or re-exports the Services, Work Products and Confidential Information. Customer must not use the Services or Work Products from Crimea/Sevastopol, Cuba, Iran, the People's Republic of Korea (North Korea), so called Donetsk People’s Republic, so called Luhansk People’s Republic and Syria.
14.4.2. Upon ZIMELE TECHNOLOGIES's request, Customer shall provide information and documents to support obtaining an export authorization. ZIMELE TECHNOLOGIES may immediately terminate the affected Services upon written notice to Customer if:
a) the competent authority does not grant such export authorization within 18 months; or
b) Export Laws prohibit ZIMELE TECHNOLOGIES from providing the Services to Customer.
All notices will be in writing and given when delivered to the address set forth in an Order Form.Notices from ZIMELE TECHNOLOGIES to Customer may be in the form of an electronic notice to the Customer's authorized representative or administrator.
Without ZIMELE TECHNOLOGIES's prior written consent Customer may not assign, delegate, or otherwise transfer the Agreement (or any of its rights or obligations) to any party. ZIMELE TECHNOLOGIES may assign the Agreement to ZIMELE TECHNOLOGIES SE or any of its Affiliates.
ZIMELE TECHNOLOGIES may use subcontractors to provide all or part of the applicable Services under the Agreement. ZIMELE TECHNOLOGIES is responsible for the performance of any Services by a subcontractor to the same extent as it would be if performed by its own employees.
14.8. Relationship of the Parties
The parties to the Agreement are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
Neither party shall knowingly solicit or hire, any of the other party's employees involved in the Services during the term of the applicable Order Form and for a period of 6 months from the termination thereof, without the express written consent of the other party. This provision shall not restrict the right of either party to recruit generally in the media.
Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
The Agreement and any claims (including any non-contractual claims) arising out of or in connection with this Agreement and its subject matter will be governed by and construed under the laws of South Africa. The United Nations Convention on Contracts for the International Sale of Goods and any conflicts of law principles and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement.
14.12. Jurisdiction and Mandatory Venue
The parties submit to the exclusive jurisdiction of the courts located in South Africa. The parties waive any objections to the venue or jurisdictions identified in this provision. The mandatory, sole and exclusive venue, place or forum for any disputes arising from the Agreement (including any dispute regarding the existence, validity or termination of the Agreement) shall be South Africa.
14.13. Statute of Limitation
Except for claim(s) as to ownership or title to intellectual property rights, breach of the protections for Confidential Information, the right of ZIMELE TECHNOLOGIES to bring suit for payments due hereunder, or a party’s failure to provide the indemnity obligations herein and its subject matter,either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within 1 year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).
The Agreement constitutes the complete and exclusive statement of the agreement between ZIMELE TECHNOLOGIES and Customer in connection with the parties' business relationship related to the subject matter of the Agreement. All previous representations, discussions and writings(including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may not be modified except as agreed by both parties by an executed written amendment, or as otherwise permitted under the Agreement. Terms and conditions of any Customer issued purchase order shall have no force and effect, even if ZIMELE TECHNOLOGIES accepts or does not otherwise reject the purchase order.
In the event of any inconsistencies between the following order of precedence shall apply:
i. Order Form including Scope Document;
ii. Service Description (if any);
iii. DPA;
iv. these GTCs.
