CONSUMPTION BASED LICENSE SUBSCRIPTION

The following terms (hereinafter the “Consumption-Based License Terms”) shall apply to all Bluefort consumption-based license subscription services and shall be read and construed in conjunction with the Bluefort General Terms and Conditions of Service (hereinafter “T&Cs“).

The Customer agrees to be bound by these Consumption-Based License Terms and the T&Cs upon entering into a principal agreement with Bluefort (hereinafter “the Principal Agreement”) which shall stipulate the type of services which Bluefort shall provide to the Customer and which may also incorporate, by reference, the provisions of other agreements of Bluefort. The Principal Agreement, the T&Cs and these Consumption-Based License Terms shall thus be read, understood and interpreted as one document.

1. INTERPRETATION
The following rules of interpretation and definitions apply in these Consumption-Based License Terms:
1.1. Rules of Interpretation:
These Consumption-Based License Terms shall be read and construed in line with the provisions of the T&Cs and in line with the provisions of the Principal Agreement.
1.2. Definitions:
Services: shall be interpreted broadly as to cover any and all types of services which Bluefort shall provide to the Customer, a more detailed reference to which shall be provided by means of the Principal Agreement.

2. GENERAL
2.1 In line with the provisions contained in these Consumption-Based License Terms, in the execution of the Services by Bluefort, the Customer may be required to purchase third party software licenses (referred to as “Software” for the purposes of these Consumption-Based License Terms). The said Software products and/or licenses may be for Microsoft products or otherwise of other independent software vendors (hereinafter “Independent Software Vendors”).
2.2 The Customer understands that consumption-based subscription Software refers to Software which will be used by the Customer over a period of time, is provided in the form of a service and, by its own nature and model of subscription-based usage, is Software which will give rise to periodic invoicing covering the service in question. This is further explained and shown in the remaining provisions of these Consumption-Based License Terms.

3. PURCHASE ORDERS
3.1 The Customer shall address any such requirements in the form of a purchase order (“Purchase Order”) to Bluefort which shall use its best endeavours to source, obtain and deliver to the Customer the Software in question in accordance with the provisions of these Consumption-Based License Terms.
3.2 Each Purchase Order shall be subject to written acceptance by Bluefort. No contract shall come into being between the Parties until Bluefort has given such written acceptance to the Customer or if performance of the applicable Purchase Order has already commenced.
3.3 Bluefort shall supply the Software set out in each Purchase Order that is accepted by Bluefort.
3.4 Bluefort shall deliver the Software and any associated documentation to the location agreed in the Principal Agreement unless otherwise instructed by the Customer.
3.5 Bluefort shall install the Software upon the equipment specified in the Purchase Order and all costs associated with installation (including but not limited to configurations, testing and deployment) shall be at the Customer’s charge in line with the Hourly Rates specified in the Principal Agreement.
3.6 While Bluefort will use reasonable commercial efforts to meet delivery times, the Customer’s only remedy for unreasonable delay in delivery will be the right to terminate the relevant Purchase Order. No other remedies shall exist in favour of the Customer against Bluefort. Risk in all media will pass to the Customer upon delivery of the Software. Title to any media will pass to the Customer when Bluefort has been paid for the related Software and any associated documentation in full in line with the terms and provisions of these Consumption-Based License Terms.

4. THIRD PARTY LICENSE TERMS AND RELATED CONDITIONS AND LIMITATIONS
4.1 The Customer hereby agrees that the Software to be supplied to it by Bluefort under these Consumption-Based License Terms may contain license terms which the Customer hereby undertakes to fully observe and fully adhere to. In addition, the sourcing and supply by Bluefort of any such Software may be subject to the condition that Bluefort and/or the Customer agree to a third party license or equivalent agreement (such as, but not limited to Microsoft cloud solution provider agreements) a copy of which shall be provided to the Customer and to which terms the Customer shall fully adhere. The Customer shall abide with any and all terms and conditions attached to any such third party Software. Any such terms may cover a wide range of obligations which usually include issues concerning exclusivity, term, object and source code, number of users, copying of the software, updates, modifications, sub-licensing, use of the software within a group company structure, reservation of rights, warranties, reporting of defects, termination and renewal of use of the software, intellectual property rights, confidentiality, limitation of liability and other terms of use.

5. FINANCIAL CONSIDERATIONS
5.1 On the basis of the information provided in the Purchase Order and, in addition to the invoices raised in terms of clause 5.5 below, Bluefort shall immediately issue a request for payment (hereinafter the ‘Request for Payment’) representing and amounting to three (3) calendar months’ worth of all costs and fees for the Software products relating to Microsoft and/or Independent Software Vendors software which are to be used by the Customer, which amount (hereinafter the ‘Subscription Security’) shall be held on account by Bluefort.
5.2 A Request for Payment issued in terms of clauses 5.1 above and 5.4 below (where applicable) shall be paid by no later than fifteen (15) days from the date that the Request for Payment is received by the Customer.
5.3 Any amount in the form of Subscription Security shall only be refunded to the Customer once that the requirements of each Purchase Order are fully completed and executed by Bluefort and once that the Customer informs Bluefort in writing that it will not require any further provision of Software licenses, or otherwise when the Principal Agreement between the Parties is terminated.
5.4 After the expiration of three (3) months following the issue of the Request for Payment referred to above in clause 5.1, and at the expiration of every three (3) months thereafter, Bluefort shall be entitled to issue an additional Request for Payment in order to increase the amount held in the form of Subscription Security in those situations where the consumption of Software licenses by the Customer would have increased by fifteen percent (15%) or more in the previous three (3) months period in question or to otherwise decrease the amount of Subscription Security in those situations where the consumption of Software licenses by the Customer would have decreased by fifteen percent (15%) or more in the previous three (3) months in question and in the latter case by crediting the Customer’s account and set-off against future invoices issued in terms of clause 5.5 below.
5.5 At the end of each month, Bluefort shall raise an invoice to the Customer which shall reflect the amount of Software license consumption by the Customer during the said month. The Customer shall pay each such invoice of Bluefort within seven (7) calendar days of receipt.
5.6 If the Customer fails to make any payment due to Bluefort by the due date for payment, then, without limiting Bluefort’s remedies in terms of these Consumption-Based License Terms, the T&Cs and the Principal Agreement or at law, the Customer shall pay interest on the overdue amount at the rate of six percent (6%) per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after any possible Court judgment to such effect. The Customer shall pay the interest together with the overdue amount.
5.7 All amounts due in connection with these Consumption-Based License Terms shall be exclusive of VAT and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. CONFIGURATION SERVICES AND SUPPORT & MAINTENANCE SERVICES
6.1 Any and all types of configuration services to the Software which the Customer shall request Bluefort to attend to shall be considered to be part of the Services which may be addressed by other agreements entered into with Bluefort or by the provisions of the Principal Agreement.
6.2 Any and all types of software support and/or maintenance services which the Customer shall request Bluefort to attend to shall be considered to be part of the Services dealt with as provided in the previous paragraph of this clause.

Version TACCS_LCB1.0c

Revision date: 29 January 2019