1.1. These Terms apply to purchases of any Services and/or Software sold to any person or entity ("you") through the Website by Epsidon Technology Distribution (Pty) Ltd or its Affiliates ("First Distribution" or "we"). IF YOU PLACE AN ORDER AND/OR REGISTER ON THIS WEBSITE YOU AGREE TO THESE TERMS.
1.2. Please note that your use of the Service is governed by the terms and conditions set out herein, together with all other terms and conditions referenced and/or made available on the Website (together “the Terms”). Before using the Service in any way whatsoever, you must read and ensure your understanding of and unconditional agreement to all of the Terms. Use of the Service implies your acceptance without modification of all of the Terms and will constitute a legal agreement between you and First Distribution. If you do not agree to all of the Terms, you may not use the Service.
1.3. First Distribution reserves the right to update or revise the Terms from time to time without notice to you and without your consent. The updated or revised version of the Terms will be displayed on this website together with the date on which it will become effective. Please check the Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms constitutes your acceptance of those changes.
In these terms unless the context clearly shows a contrary intention:
2.1. “First Distribution” means Epsidon Technology Distribution (Pty) Ltd t/a First Distribution (Registration Number: 1995/010958/07) and shall include its Affiliates;
2.2. “Service” means the service selected by you on the Website;
2.3. “Software” means the Software downloaded from the Website;
2.4. “Territory”means the Republic of South Africa; and
2.5. “Website”means the First Distribution website, available at [www.firstdistribution.co.za/esd]
3.1. You will be entitled to use the Services on the Website only once you have registered and been added as an approved user (“User”);
3.2. If you are a credit approved User, then your purchases and payment terms will be governed by the terms and conditions of the applicable credit application entered into between yourself and First Distribution;
3.3. If you are not a credit approved User, then all purchases made through the Website will be paid by means of an upfront credit card payment immediately upon placing an order;
3.4. It is your responsibility to ensure that only authorised personnel have access to the Website and that your username and password are kept confidential and only provided to authorised personnel within your organisation. First Distribution will have no liability to you or any third party for any damage suffered as a result of your failure in this regard;
3.5. For the sake of clarity, First Distribution will have no liability to you for any access to the website by persons who may not be authorised by you but have used your username and password to access the website.
3.6. Any person placing an order on the website using your username and password will be deemed to be authorised by you, and as such you will have no right to dispute the validity of such order nor cancel the order, on the grounds that the person placing the order was not authorised by you to do so.
3.7. It will at all times be the User’s obligation to ensure that its information listed on the Website is accurate, complete, and up to date, and First Distribution will have no liability to you for any damage suffered as a result of your failure in this regard.
4.1. Your use of the Service is subject to the following terms and conditions:
4.1.1. The Software may only be downloaded on personal computers or mobile devices where applicable.
4.1.2. The download of the Software may cause other utilities to be automatically removed or disabled and you will assume the risk for all damages, losses and expenses associated with the removal of such other utilities.
4.1.3. The Software may not be distributed, copied, modified or altered in any way.
4.1.4. You may not reverse engineer, decompile, or disassemble the Software or any part thereof.
4.1.5. You may not permit any third party to benefit from the use or functionality of the Software, via timesharing, service bureau or any other arrangement.
4.1.6. You may not remove any copyright or other proprietary notices contained thereon.
4.1.7. First Distribution reserves the right to revoke the authorisation to download or to receive updates to the Software and/or Services at any time, and any use shall be discontinued immediately upon written notice from First Distribution.
4.1.8. The rights granted to you herein constitute a non-exclusive, non-transferable licence and not a transfer of title.
4.1.9. First Distribution will only accept returns of the Software if agreed to by the applicable Software vendor/owner (and in accordance with the Software vendor’s/owner’s returns policy) and thereafter credit you a pro-rated amount of all amounts paid by you for the Software.
4.1.10. Other than set forth above, First Distribution will not accept any returns of the Software under any circumstances.
4.1.11. You may be required to accept and agree to a vendor’s standard terms and conditions when downloading and installing the Software. As part of the process of accepting such standard terms and conditions you may be required to go through an optional software registration process, which we do not recommend; wherein you will need to disclose personal information which the vendor may distribute to other third parties. First Distribution has no control over this process and accordingly cannot be held liable should you suffer any damage as a result of this registration process and standard terms and conditions. Should you not wish to disclose your personal information for this purpose do not complete any registration process with any such vendor.
6.1. First Distribution reserves the right to modify, suspend, or discontinue the whole or any part of the Service at any time whatsoever without notice to you, whereupon your access to and use of the Service shall automatically terminate.
6.2. In the event of a termination for whatever reason you will have the option to purchase a software license directly from First Distribution, such license and contractual relationship to lie between you and such supplier directly.
7.1. The Software is provided "as is", without warranty of any kind, either expressed or implied, including but not limited, to merchantability or fitness for a particular purpose or non-infringement, compatibility and security.First Distribution does not warrant that the Software will be error free or free from interruption or failure.
7.2. The downloading and use of the Software is done entirely at your own discretion and risk. You assume full responsibility for any damage to your personal computer or loss of data resulting from the downloading of the Software. No advice or information, either written or oral, from First Distribution to you will constitute any warranty of any nature.
7.3. It is your responsibility to ensure that you possess all system and hardware requirements in order for the Software and/or Services to operate according to specification, and this will included but in no way be limited to, ensuring that (where necessary) you have an active and sufficient internet connection.
7.4. In no event shall First Distribution or its suppliers be liable to you or any third party for any damages whatsoever relating to your downloading or use of the Software and Service, including without limitation, any direct, indirect, special, incidental, consequential or punitive damages, arising out of loss of data or profits whether we were expressly advised of the possibility of such loss or damage.
7.5. Without limiting the foregoing, we will not be liable for:
7.5.1. any malfunction, or other failure of the Software, for whatever reason;
7.5.2. any loss or damage with regard to data or other data directly or indirectly caused by computer viruses or destructive code on the Software or on our supplier systems or negligence on our part; and
7.5.3. event over which we have no direct control.
7.6. We have licensed the Software from the proprietor of the software, either as a distributor or through an authorised reseller.
7.7. To the maximum extent permitted by applicable law, First Distribution disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement with respect to the Software and the accompanying written materials.
7.8. You hereby acknowledge that the Software may not be or become available due to any number of factors including without limitation periodic system maintenance, scheduled or unscheduled, acts of god, technical failure of the Software, telecommunications infrastructure, the Internet, or disruption. Therefore First Distribution expressly disclaims any express or implied warranty regarding system and/or Software availability, accessibility, or performance.
7.9. Under no circumstances and under no legal claim, whether in delict, contract or otherwise, shall First Distribution, or its suppliers, licensors, distributors, partners (collectively “partners”), successors or assigns, be liable to you or any other person for any indirect, incidental, consequential or special damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, loss of goodwill; work stoppage; hardware or software failure, or other pecuniary loss) arising out of the use or inability to use the Software, even if such party has been advised of the possibility of such damages.
7.10. In no event will First Distribution’s total liability to you for all damages in any one or more cause of action, whether in contract, delict or otherwise exceed the amount paid by you for the Service and/or Software.
7.11. The aforegoing provision shall be enforceable to the maximum extent permitted by applicable law.