Standard Terms & Conditions

Revision 1Doc IOTNXT 201-003

These terms govern all proposals, engagements, and solutions provided by IoT.nxt® to its contracted parties, clients or partners. They form part of every contract and apply unless otherwise agreed in writing between the parties.

Proposal and Contracting

After engaging with a client or partner, IoT.nxt® will issue a proposal containing a quotation valid for thirty (30) days unless otherwise stated.
Work will only commence upon receipt of a duly signed contract by IoT.nxt’s Contracted Party, a duly signed Scope of Work by IoT.nxt’s Contracted Party, and receipt of a Purchase Order from IoT.nxt’s Contracted Party.
Each agreement will have a standard term of twenty-four (24) months unless a different duration is agreed.

Solution Design and Implementation

The proposed solution and design are subject to verification of the existing on-site equipment and associated equipment registers. Should any discrepancies or deviations be identified during validation, IoT.nxt reserves the right to revise the solution design accordingly. Any resulting commercial and/or cost and/or timeline implications will be borne by IoT.nxt’s Contracted Party.
Solution designs and statements of work are based on information available at the time of preparation. If new information arises before or during implementation, IoT.nxt® may adjust the project scope or quotation accordingly.
All diagrams provided in the proposal document are illustrative in nature. Final process flows, solution diagrams, architecture diagrams, and deliverable structure will be decided in the blueprinting phase of the project.
All devices integrated into the IoT.nxt® platform must use supported interfaces and compatible communication protocols and must still be supported by the OEM.
The development of new integrations will be considered on a case-by-case basis, subject to approval and quotation. Where new device integrations are required, IoT.nxt’s Contracted Party must provide IoT.nxt® with two representative devices for certification, testing, and validation.
Data exchange between northbound and southbound systems will default to Apache Kafka unless otherwise agreed in writing.
Functionality and data that can be displayed is limited to the data that can be read from the on-site equipment.
All dashboards and user interfaces will be delivered in English. Any translations will require a separate quotation and defined scope.

Delays Attributable to the Contracted Party

IoT.nxt shall not be held liable for any project delays, rescheduling, or missed milestones arising from circumstances outside of its reasonable control, including but not limited to delays caused by IoT.nxt’s Contracted Party’s failure to provide timely access, approvals, information, or resources necessary for project execution.
Such delays include, but are not limited to, issues related to IoT.nxt’s Contracted Party’s network availability, firewall configurations, system access restrictions, or internal change management processes.
In the event of such delays, IoT.nxt reserves the right to adjust project timelines accordingly, and any resultant schedule extensions will not constitute a breach of contract by IoT.nxt. A Change Request will be raised for delays. Delays that bear a cost impact will be borne by IoT.nxt’s Contracted Party.
Access to OEMs will be provided by IoT.nxt’s Contracted Party as-and-when required. Failing to do so will result in project delays and extended integration timelines. IoT.nxt does not accept any responsibility for any lack of OEM cooperation.
IoT.nxt will not be responsible for project delays or additional scope that results from dependencies on any 3rd Party vendor, e.g., Solution, or from other initiatives/projects, or any upgrade or downtime activity on the ERP system, that IoT.nxt’s Contracted Party may have in progress.

Additional Costs for Unattributable Delays

If the Proof of Concept (PoC) or project deliverables are delayed or extended for reasons not attributable to IoT.nxt, including IoT.nxt’s Contracted Party side dependencies or third-party factors, IoT.nxt reserves the right to recover reasonable costs incurred due to the delay.
Such costs may include, but are not limited to, extended resource allocation, travel expenses, additional project management effort, hosting, licensing, and associated administrative overheads.
Any additional costs will be communicated to IoT.nxt’s Contracted Party in writing prior to being incurred and shall be invoiced in accordance with the standard IoT.nxt billing terms.

Financial Terms

All licensing, hosting, and subscription service fees are subject to an annual adjustment based on the South African Consumer Price Index (CPI). This adjustment will be applied at the start of each contract year and will reflect the average CPI increase over the preceding 12 months. The new rates will be communicated to the client 30 days before the effective date of the adjustment. This ensures that our services remain aligned with economic changes and continue to deliver value.
Ex-works incoterm is applicable to all hardware shipments outside of South Africa.
Unless otherwise agreed in writing, a minimum 50% deposit is required for all hardware (Goods) that IoT.nxt is required to procure or provide for the project. Ownership of the Goods will only transfer to IoT.nxt’s Contracted Party once the full price has been paid, and the risk and reward will pass once the purchase price has been paid in full and the Goods have been delivered at the premises identified by IoT.nxt’s Contracted Party.
Payment terms for all other project deliverables are 30 days from the date of invoice. IoT.nxt reserves the right to charge interest on any overdue payments at the South African prime interest rate plus 1,5%. IoT.nxt reserves the right to terminate access to the platform/solution in the event of non-payment of fees or costs and may also take possession of any hardware delivered but not paid for.

Scope of Work and Deliverables

Each project shall be governed by a signed contract and a defined Scope of Work (SoW) outlining deliverables, responsibilities, and payment milestones.
Work outside the agreed scope will be managed as a change request, subject to quotation and approval.
Where the scope of works or commercial agreement does not contain an acceptance procedure, IoT.nxt will have fulfilled its obligations: in terms of a service once it notifies IoT.nxt’s Contracted Party thereof; in terms of hardware once it is delivered to the nominated place; and in terms of software once the persons, nominated in writing, have access to the software. Acceptance shall be deemed to have been completed within 7 calendar days after notification, delivery or access, as the case may be.
IoT.nxt’s Contracted Party will identify a group of Business Process Owners (BPO) who are fully conversant with the policies and the processes that are relevant to the engagement and shall be empowered to review the deliverables and take specific decisions in connection with the engagement.

Liability and Limitations

IoT.nxt®’s total liability, whether in contract or delict, will not exceed the value of the purchase order.
IoT.nxt® is not liable for any indirect, incidental, or consequential damages, including loss of profits, data, or business interruption.
IoT.nxt’s Contracted Party shall return a signed Delivery Acceptance Certificate upon successful completion of a project deliverable and a signed Project Completion Certificate once all scoped deliverables have been completed, or dispute the completeness of delivery in writing to the IoT.nxt Project Manager within two working days (48 hours). The IoT.nxt Project Manager will initiate the billing process upon receipt of the signed Certificate. In the event that IoT.nxt’s Contracted Party neither signs the Delivery Acceptance and/or Completion Certificate nor disputes the completeness of the deliverables for whatsoever reason within 48 hours, it will be deemed that IoT.nxt’s Contracted Party has tacitly accepted the services. The deliverables will be considered complete and the project closed, respectively, and IoT.nxt billing shall be executed as detailed in the scope.

Hosting and Cloud Services

The IoT.nxt® platform may be hosted on third-party infrastructure such as Microsoft Azure or Amazon Web Services (AWS).
Hosting fees will be charged separately based on supplier rates, data usage, and resource consumption.
If actual costs exceed estimates by more than 2%, IoT.nxt® will notify IoT.nxt’s Contracted Party before implementing any adjustment.

Project Governance & Client Obligations

IoT.nxt® and IoT.nxt’s Contracted Party will establish a project governance framework that identifies business process owners, appoints a Project Team, and defines escalation procedures.
All deliverables will be reviewed and approved by authorised IoT.nxt’s Contracted Party representatives. User Acceptance Testing (UAT) will be conducted strictly in line with the approved design and shall not introduce new requirements.
IoT.nxt will use its internally approved Project Management tools to record the entire activities of the project including, but not limited to, the business design documents with version control review comments; the minutes of the meeting; system documentation; issue lists and resolutions; and training materials.
IoT.nxt’s Contracted Party will provide IoT.nxt with all the updated documents, functional specifications, and technical specifications for the existing solutions/processes once onboarded. This also includes information relating to on-site hardware and includes, but is not limited to, the hardware register, protocol registers and mapping, etc.

Contracted Party Obligations

IoT.nxt’s Contracted Party’s designated representatives will be responsible for reviewing and approving deliverables.
IoT.nxt’s Contracted Party’s Points-of-Contact will provide requested information and/or access to their functional experts in both the business and technical areas as necessary within two (2) working days of notice.
IoT.nxt’s Contracted Party will take responsibility to ensure compliance with its IT security policies.
Security/Permission/Authorisation design details will be provided as needed by IoT.nxt’s Contracted Party. Licence procurement for all the scoped applications will be done directly by the client with 3rd party vendors. The above fees do not include the price for any hardware or software licences or any subscription fees.
Authorisation Matrix creation, security roles creation, and User creation & provision are required to be completed by IoT.nxt’s Contracted Party.
Required infrastructure support, remote access to systems, and access to relevant required information will be provided by IoT.nxt’s Contracted Party.
IoT.nxt’s Contracted Party will designate training representatives to participate in IoT.nxt’s Train-the-Trainer programme. These individuals will be responsible for mastering the Solution Platform through IoT.nxt-led training, developing client-specific training materials, and subsequently training other end users within their organisation.
Any inconsistencies and data-related issues from IoT.nxt’s Contracted Party-provided hardware, sensors, and systems will be the responsibility of IoT.nxt’s Contracted Party. IoT.nxt will provide best efforts to rectify the situation and support in data validation but bears no responsibility in non-IoT.nxt provided components.

Penalties and Service Credits

The services, pricing, and service levels outlined in this proposal are provided on a best-effort basis and do not include any penalties, liquidated damages, or service credits.
All timelines, availability targets, and support commitments mentioned in this document are merely service aims and should not be viewed as contractual guarantees.
Any requirements related to penalties, performance guarantees, service rebates, or credit mechanisms are not included in this proposal and, if necessary, must be specified and agreed upon separately in a formal contract or commercial addendum.

Change Control

Any modification to project scope, deliverables, timelines, or budgets must follow the formal Change Control Process overseen by the Project Steering Committee. Such changes include updates to assumptions, requirements, or deliverables that necessitate rework.

Travel and Expenses

On-site attendance will be limited unless otherwise agreed. For travel outside Gauteng, actual costs incurred by IoT.nxt®, including VISAs, air travel, car hire, accommodation, and allowances, will be charged to the client.
Motor vehicle travel will be billed at R5.50 per kilometre from the Centurion office, excluding toll fees.
Parking must be provided by the site owner.

Out of Scope

Legal services & support for contract clauses & templates is out of scope.
Any custom register mappings are considered out of scope.
Unless explicitly stated, no custom reports in the Solution have been factored as a part of our efforts.
Translation services of documentation or software is out of scope.

General Provisions

This quotation is exclusive of all applicable taxes, duties, levies, withholding tax, fees, shipping, and Value Added Tax (VAT) (or similar) in the country of delivery (unless otherwise stated) and is provided on an EXW (ex-works) basis. In other words, the amount quoted is the net amount due to IoT.nxt regardless of any of these taxes/withholdings that may be applicable.
All engagements are subject to IoT.nxt®’s internal quality and compliance approval processes. IoT.nxt’s Contracted Party acknowledges that while the IoT.nxt solution is designed to optimise and improve operational efficiencies, IoT.nxt does not guarantee any specific results, reductions, or efficiencies. Any projections or estimates provided by IoT.nxt regarding potential reductions in costs, improvements in performance, or other efficiencies are illustrative and based on assumptions that may not hold true in practice.
The actual realisation of any perceived reductions or efficiencies is contingent upon several factors outside IoT.nxt®’s control, including but not limited to IoT.nxt’s Contracted Party’s existing infrastructure, adherence to the implementation guidelines, proper usage of the solution, and external conditions. IoT.nxt’s Contracted Party is responsible for ensuring that all necessary conditions are met for the optimal functioning of the solution.
All documentation and training materials will be provided in English.

Standard Terms Control; Price Invalid on Deviations

Entire Basis. This document (including pricing, delivery dates, and assumptions) is issued subject to and conditional on IoT.nxt’s Contracted Party’s acceptance of IoT.nxt’s Standard Terms reflected here as the sole governing terms. Any additional or different terms in any purchase order, RFP/portal, or other document are rejected and shall have no effect.
Repricing Trigger. Any requested or imposed change to the Standard Terms, or to the commercial risk profile, automatically invalidates the quoted prices. Changes include, without limitation: SLAs/service credits, warranties, remedies, audits/inspections, compliance/security obligations, data residency, acceptance criteria, scope/specifications, delivery/milestones, indemnities, insurance levels, limitation of liability caps/exclusions, most-favoured-nation or price-parity terms, payment terms (including extended terms, holdbacks, set-off, or anti-assignment of receivables), bonds/letters of credit, or termination rights.
Supplier’s Discretion. IoT.nxt may withdraw, revise, or re-issue pricing in its sole discretion to reflect any such change.
Contract Formation. No contract shall arise unless and until IoT.nxt’s Contracted Party issues a written order confirmation or executes a definitive agreement stating the final price and terms.