1. Definitions
"Handover" means Handover Technologies, its owners, employees, contractors, affiliates, successors, and assigns.
"Client" means any individual, company, organisation, or entity engaging Handover's services.
"Services" means all digital solutions provided by Handover, including but not limited to:
- DepotTrack
- Workflow Automation
- WhatsApp Chatbot Automation
- Corporate Intranet Platforms
- Website Design and Maintenance
- Reporting and Business Intelligence Solutions
- AI-Assisted Solutions
- Integration Services
- Consulting Services
"Agreement" means the contractual relationship formed between Handover and the Client through acceptance of a quotation, service proposal, onboarding form, invoice payment, signed agreement, or electronic approval.
"Client Data" means any information, records, content, documents, communications, branding, operational data, or personal information provided by the Client.
"Third-Party Platforms" means software, cloud services, infrastructure providers, APIs, and external platforms including but not limited to: Meta, WhatsApp, Microsoft 365, SharePoint, ManyChat, Make.com, Supabase, Google Services, Wix, Vercel, and Hosting Providers.
"Business Hours" means Monday to Friday, 08:00–17:00 SAST, excluding South African public holidays.
"Minimum Term" means the initial three (3) consecutive month service period unless otherwise agreed in writing.
2. Acceptance of Terms
These Terms apply together with the Privacy Policy, Cookie Policy, Master Services Agreement (where applicable), Service Level Agreement (where applicable), DepotTrack SaaS Licensing Addendum (where applicable), and Statements of Work.
3. Scope of Services
Handover provides services including DepotTrack implementation and support, workflow automation, WhatsApp chatbot automation, AI-assisted business systems, corporate intranet development, SharePoint implementations, website development and maintenance, business intelligence dashboards, reporting solutions, system integrations, hosting coordination, and consulting and support services.
The specific scope of work shall be defined within quotations, Statements of Work, service proposals, onboarding documents, or signed agreements. Any services outside agreed scope may require a separate quotation and written approval.
4. Fees and Payment Terms
4.1 Setup Fees — Unless otherwise agreed, a 50% deposit is payable before work commences; the remaining balance is payable upon delivery, implementation, or go-live.
4.2 Monthly Retainers — Monthly retainers are billed in advance and may be collected through DebiCheck, EFT, card payment, or approved payment methods.
4.3 Failed Payments — Where payments fail, services may be suspended, support may be restricted, access may be limited, and implementation may be delayed.
4.4 Fee Adjustments — Handover reserves the right to revise pricing with at least thirty (30) days written notice. Continued use of services after such notice constitutes acceptance of revised fees.
4.5 Non-Refundable Fees — Unless otherwise required by law, setup fees are non-refundable once work has commenced, monthly retainers are non-refundable, and partially completed work remains billable.
5. Term and Termination
This Agreement commences upon acceptance and remains in force until terminated. All recurring service agreements are subject to a Minimum Term of three (3) months unless otherwise agreed. Following the Minimum Term, either Party may terminate with thirty (30) days written notice.
Handover may terminate immediately where payment remains outstanding, unlawful activity occurs, abusive conduct occurs, security risks arise, or the Client materially breaches these Terms.
Upon termination, outstanding invoices become immediately due, services may be suspended, access may be removed, and data retention policies may apply.
6. Client Responsibilities
The Client agrees to provide accurate information and timely approvals, maintain lawful authority over all submitted data, maintain required platform subscriptions, comply with applicable laws, obtain required consent from employees, customers, or users, maintain secure access credentials, and cooperate throughout service delivery.
The Client remains solely responsible for operational decisions, content accuracy, user conduct, platform usage, and regulatory compliance within its organisation.
7. Handover Responsibilities
Handover agrees to perform services professionally, deliver agreed services in good faith, maintain reasonable security safeguards, protect confidential information, notify the Client where requests fall outside agreed scope, and provide support according to applicable agreements.
8. Third-Party Platform Dependency
Many Handover services rely on Third-Party Platforms. The Client acknowledges that Handover does not own, control, or operate such platforms. Handover shall not be liable for platform outages, API failures, service disruptions, pricing changes, account suspensions, policy updates, feature removals, infrastructure failures, or service discontinuations caused by Third-Party Platforms.
9. Automation and AI-Assisted Services
Certain services may involve automation workflows, AI-assisted systems, chatbot technologies, automated communications, workflow decision-making, and machine-assisted outputs. The Client acknowledges that automated systems may occasionally generate inaccurate outputs, delayed responses, incomplete information, or unintended outcomes. The Client remains responsible for reviewing critical operational, financial, legal, compliance-related, and customer-facing outputs. Handover does not guarantee the accuracy, legality, commercial effectiveness, or uninterrupted operation of automated systems.
10. Intellectual Property
Upon full payment, the Client owns final custom deliverables specifically created for the Client. Handover retains ownership of DepotTrack, proprietary systems, templates, reusable code, automation frameworks, methodologies, software architecture, documentation, and internal tools. The Client may not reverse engineer, copy, resell, sublicense, or redistribute Handover proprietary materials without written permission. Handover may reference the Client's name and project type within marketing materials and case studies unless otherwise requested in writing.
11. Data Privacy and Confidentiality
Handover processes information in accordance with POPIA and applicable South African law. Where applicable, the Client acts as Responsible Party and Handover acts as Operator. The Client warrants that it has lawful authority to provide all personal information supplied to Handover. Both Parties agree to maintain confidentiality regarding all non-public information received during the service relationship. Confidentiality obligations survive termination.
12. Cross-Border Data Processing
Certain services may utilise infrastructure located outside South Africa. By using Handover services, the Client acknowledges and consents to cross-border processing where reasonably necessary. Data may be processed through providers operating within the European Union, the United States, or other jurisdictions used by service providers.
13. Cybersecurity and Data Incidents
Handover implements commercially reasonable administrative, technical, and organisational safeguards to protect Client Data. However, no cloud service, software platform, internet connection, or Third-Party Platform can guarantee absolute security. The Client acknowledges the inherent risks associated with cloud computing, internet communications, automation systems, AI-assisted services, and third-party integrations.
In the event of a suspected security incident, Handover will take commercially reasonable steps to investigate, contain, mitigate, and notify affected parties where legally required. Handover shall not be liable for security incidents arising from systems outside its direct control.
14. Backups and Disaster Recovery
Unless expressly agreed in writing, backup retention, disaster recovery, business continuity services, and enterprise redundancy are not guaranteed. Clients remain responsible for maintaining independent backups of critical information. Where backups are performed by Handover, such backups are provided on a reasonable-efforts basis only.
15. Service Levels and Availability
Support is provided during Business Hours unless otherwise agreed. Specific uptime commitments, support guarantees, response times, maintenance windows, or escalation procedures apply only where documented within a separate Service Level Agreement (SLA). Handover does not guarantee uninterrupted service availability.
16. Security Suspension Rights
Handover reserves the right to temporarily suspend services where reasonably necessary to investigate security incidents, prevent unauthorised access, protect platform integrity, comply with legal obligations, or mitigate operational risks. Where reasonably practicable, notice will be provided.
17. Non-Solicitation
During the service relationship and for twelve (12) months following termination, the Client agrees not to directly solicit, hire, or engage Handover employees, contractors, or associates involved in service delivery. A breach may entitle Handover to claim reasonable damages.
18. Limitation of Liability
To the maximum extent permitted by law, Handover shall not be liable for indirect losses, consequential damages, loss of profits, loss of revenue, reputational damage, business interruption, loss of data, or Third-Party Platform failures. Total aggregate liability shall not exceed the lesser of the Client's most recent monthly retainer payment or fees paid during the preceding three (3) months.
19. Refunds and Disputes
No refunds shall be provided for setup fees after commencement, available support services, delays caused by the Client, or completed work delivered according to agreed scope. Disputes should be raised in writing within seven (7) calendar days of the relevant event. The Parties agree to attempt good-faith resolution before initiating formal legal proceedings.
20. Abandoned Accounts and Data
Where accounts remain unpaid, suspended, inactive, or unresponsive for more than sixty (60) calendar days, Handover reserves the right to archive data, restrict access, disable automations, remove hosted content, or permanently delete data. The Client remains responsible for requesting exports before deletion occurs.
21. Force Majeure
Neither Party shall be liable for delays or failures resulting from circumstances beyond reasonable control including load shedding, internet failures, cyberattacks, cloud outages, labour disputes, civil unrest, natural disasters, government actions, or Third-Party Platform failures.
22. Electronic Acceptance
Acceptance of quotations, onboarding forms, invoices, electronic approvals, debit order authorisations, email confirmations, digital signatures, or invoice payments constitutes legally binding electronic acceptance of these Terms.
23. Third-Party Accounts and Ownership
Unless otherwise agreed in writing, domains, hosting environments, Microsoft tenants, WhatsApp Business accounts, cloud subscriptions, external platform accounts, and DNS services remain the responsibility and property of the Client. Handover may administer such services without assuming ownership. The Client remains responsible for maintaining licences, subscriptions, credentials, and administrative recovery access.
24. Amendments
Handover may update these Terms from time to time. Material changes will be communicated where reasonably practicable. Continued use of services after the effective date constitutes acceptance of revised Terms.
25. General
These Terms, together with the Privacy Policy, Cookie Policy, Master Services Agreement, Service Level Agreement, DepotTrack SaaS Licensing Addendum, Statements of Work, quotations, and onboarding documents, constitute the entire agreement between the Parties. If any provision is found unenforceable, the remaining provisions remain in full force and effect. Failure to enforce a right shall not constitute waiver of that right. The Client may not assign rights or obligations without Handover's written consent.
26. Governing Law
These Terms are governed by the laws of the Republic of South Africa. Any disputes arising from these Terms shall be subject to the jurisdiction of South African courts.
27. Contact Information
Handover Technologies
Website: www.handoverbpo.com
Email: hello@handoverbpo.com
Country: South Africa