Terms of Serice and Use

Payment Terms and Conditions
Business Catalyst Consultants (PTY) LTD t/a DirectCloud.io

Last updated: 23 August 2025
Version: 1.0.8

These Payment Terms and Conditions (Payment Terms) form part of the Website Terms and Conditions, Acceptable Use Policy (AUP), Domain Registration Agreement, Privacy Policy, and any applicable Service Terms or Order Forms (collectively, the DirectCloud Terms). Capitalised terms have the meanings given in those documents. These Payment Terms apply to all quotations, orders, subscriptions, projects, domains, hosting, cloud, support, consulting, and any other services supplied by the Company (Services).

1. Billing, Invoicing, and Due Dates
   1.1 Invoices. Invoices will state the amount payable, the billing period (where applicable), and the due date.
   1.2 Due Date Rule. All invoices are payable on the due date indicated on the invoice. Where no due date is indicated, the invoice is due within seven (7) calendar days from the invoice date.
   1.3 Currency and Taxes. Charges are payable in the currency stated on the invoice, exclusive of applicable taxes (e.g., VAT/GST/sales tax) unless otherwise indicated. The recipient is responsible for any taxes, duties, or withholding required by law; if withholding applies, the gross amount must be uplifted so the Company receives the amounts otherwise due.
   1.4 Delivery of Invoices. Invoices may be delivered electronically to the billing email or made available in the account portal. Non-receipt does not extend the due date.

2. Payment Methods and Authorization
   2.1 Methods. Accepted payment methods are as published on the Site or invoice (e.g., EFT/Bank Transfer, card, debit order, ACH, FPS, PayID, or other approved methods).
   2.2 Recurring Payments. Where a payment instrument is stored or a mandate is granted, the Company is authorised to take recurring payments for renewals, subscriptions, usage/overages, and agreed fees when due.
   2.3 Reference and Allocation. Payments may be applied to the oldest outstanding invoices first and, within each invoice, to fees, penalties, and interest before principal, unless otherwise required by law.

3. Pricing, Usage, Overage, and Changes
   3.1 Pricing. Pricing is as per the applicable quotation, Order Form, rate card, or published fees at the time of order.
   3.2 Metered Use. Usage-based charges (e.g., bandwidth, storage, compute, messaging) are billed per Service Terms and may include overage if thresholds are exceeded.
   3.3 Changes. The Company may change prices for future terms or renewals with reasonable prior notice, subject to any fixed-term commitments.

4. Late Fees, Interest, and Administrative Penalty
   4.1 Late Fee Trigger. If payment is not received by the due date, late fees will be applied after five (5) calendar days from the due date.
   4.2 Interest. Interest may accrue on overdue amounts from the due date until paid, at the lower of: (a) two percent (2%) per month; or (b) the maximum rate permitted by applicable law, calculated on a daily basis and compounded monthly where lawful.
   4.3 Overdue Accounts Administrative Penalty (Highlight). All overdue invoices will automatically incur a ten percent (10%) administrative penalty, calculated on the outstanding balance, to cover recovery, administration, and account management costs. This penalty is charged in addition to any late fees, interest charges, or suspension of services and remains payable in full before account reinstatement.
   4.4 Non-Cumulative Cap. Nothing in this clause permits recovery of amounts prohibited by applicable law. In jurisdictions where specific late fee/interest limits apply, charges will be adjusted to the maximum lawful amount.

5. Credit Control, Suspension, and Termination for Non-Payment
   5.1 Suspension. If any amount remains unpaid after the due date, Services may be suspended (in whole or part) at any time thereafter. Reasonable notice will be attempted where practicable, but immediate suspension may occur to protect infrastructure or where credit risk is material.
   5.2 Termination. If non-payment persists, Services may be terminated and related resources de-provisioned. For domains and registry services, registry rules apply.
   5.3 Reinstatement. Reinstatement is at the Company’s discretion and requires settlement of all overdue principal, late fees, interest, the 10% administrative penalty, and any reinstatement or reconnection fees, together with provision of a valid payment method or prepayment.
   5.4 Data Handling on Suspension/Termination. Access to data, backups, DNS, email, or instances may be disabled during suspension. After termination, data may be deleted per retention schedules. The User is responsible for maintaining independent backups.

6. Deposits, Prepayments, and Security
   6.1 Deposits/Advance Billing. Deposits or advance payments may be required for projects, hardware, licenses, or long-lead items and may be non-refundable where costs are committed.
   6.2 Security Deposits/Credit Limits. Credit limits, security deposits, or guarantees may be required or adjusted based on risk, usage, or payment history.

7. Disputed Invoices
   7.1 Good-Faith Dispute. A billing dispute must be raised in writing before the due date or within seven (7) calendar days of the invoice date (whichever is later), with reasonable detail (invoice number, disputed amount, basis).
   7.2 Undisputed Portion. Any undisputed portion must be paid by the due date.
   7.3 Resolution. The Company will investigate in good faith and may issue a corrected invoice or credit note if an error is confirmed. Dispute submission does not extend suspension/termination rights for undisputed amounts.
   7.4 Chargebacks. Card/mandate chargebacks initiated without prior good-faith dispute may trigger immediate suspension; any chargeback fees and reasonable costs of response may be invoiced.

8. No Set-Off; Netting
   8.1 No Withholding. Amounts due must be paid in full without set-off, counterclaim, or deduction, except where a court/tribunal has ordered otherwise or where non-excludable law permits withholding.
   8.2 Netting. The Company may net reciprocal amounts owed between parties where lawful.

9. Refunds and Credits
   9.1 General. Refunds are not provided except where required by law or expressly stated in Service Terms (for example, a statutory cooling-off right or a specific service-level credit).
   9.2 Method. Approved refunds/credits will be processed to the original payment method or as an account credit.

10. Collections and Recovery Costs
    10.1 Recovery. Reasonable costs of collection (including legal fees on an attorney/client or solicitor-client basis where applicable, tracing fees, and third-party collection costs) may be charged where permitted by law.
    10.2 Administrative Penalty. The administrative penalty in clause 4.3 is separate from, and in addition to, any recovery costs.

11. Service-Specific Rules (Examples)
    11.1 Domains. Registry fees, redemption fees, and transfer restrictions may apply. Domains will not be renewed, transferred, or released while relevant invoices remain unpaid, to the extent permitted by registry/ICANN policy and law.
    11.2 Cloud/Hosting. Instances may be powered down or deleted after suspension/termination timelines communicated in notice(s). IP addresses are non-portable unless expressly assigned.
    11.3 Licences/Software. Third-party licence keys may be revoked on non-payment.

12. Consumer Law and Mandatory Rights
    12.1 Preservation. Nothing in these Payment Terms excludes or limits non-excludable statutory rights or remedies, including under: the South African Consumer Protection Act 68 of 2008 (CPA); the Australian Consumer Law (ACL); and the UK Consumer Rights Act 2015 (UK CRA).
    12.2 Remedies. Where the ACL applies to services, remedies may be limited to resupplying the services or paying the cost of resupply, to the extent permitted by law.

13. Multi-Jurisdiction Provisions
    13.1 Governing Law and Forum. These Payment Terms follow the governing law and forum provisions in the Website Terms and Conditions (Consumers: place of habitual residence or South Africa at the Consumer’s election; Business Users: South Africa/Australia/England & Wales as allocated).
    13.2 Exchange Control/Regulatory. Cross-border payments are subject to applicable banking, exchange control, and sanctions laws. Processing may be refused where unlawful.
    13.3 Interest/Late Fees Compliance. Where local law prescribes maximum late fees or interest, the applicable charges will be limited to those maxima.

14. Errors and Omissions; Administrative Matters
    14.1 E&OE. Obvious typographical or arithmetical errors on invoices may be corrected by issuing an amended invoice or credit note.
    14.2 Contact Details. Billing queries: accounts@directcloud.io | Legal notices: info@directcloud.io
    14.3 Business Hours. Notices are effective per clause 20 of the Website Terms and Conditions.

15. Changes to these Payment Terms
    15.1 Updates. These Payment Terms may be amended by posting an updated version with a revised “Last updated” date. Material changes will be signposted on the Site or via email (where practicable). Continued use of Services after the effective date constitutes acceptance.
    15.2 Conflicts. In case of conflict, mandatory law and the Website Terms and Conditions prevail; service-specific commitments in an Order Form prevail for that Service.

16. Survival
    16.1 The following survive termination or expiry: clauses 3–5, 7–10, 12–14, and any others which by their nature are intended to survive.