Terms and Conditions
1 December 2022
TechConnectSA (Pty) Ltd endeavours to act with integrity, honesty, and fairness in everything we do.
The following Terms & Conditions are a legal and binding document, applicable to all products and/or services undertaken by us, for and on behalf of any Client(s) who have duly accepted our service agreement, quotation, or service proposal for any such products and/or services, and therefore authorised us to render the aforementioned products and deliver said services.
We may, at our sole discretion, update and / or amend these Terms & Conditions from time to time and any such updates and / or amendments shall be deemed to be accepted by you.
2.1 In these Terms & Conditions the following expressions shall have the meanings assigned to them below:
“Agreement” means the entire content of these Terms & Conditions, the Proposal document(s), Schedule(s), together with any other Supplements designated below, together with any exhibits, schedules, or attachments hereto.
“Client” means the recipient of the Services.
“Content” means all materials, information, photography, writings and other creative content.
“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under South African and International Copyright Law.
“Days” means Calendar days.
“Deliverables” means the services and work product specified in the proposal to be delivered by TCSA to the Client, in the form and media specified.
“Intellectual Property Rights” means patents, registered designs, trade marks (whether registered or otherwise), copyright, trade secret rights, database rights, design rights, service marks and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions, that grant similar rights.
“Ongoing Management” means the ongoing work to keep the website functioning and secure. This includes, but is not limited to data management, backups, maintenance, upgrades and software patches.
“Parties” means TCSA and the Client, their respective successors-in-title and, their respective cessionary/ies and assignees. Any reference to “a Party” shall refer to one of the relevant Parties as required by the context.
“Services” means all services and the work product to be provided to the Client by TCSA as described and otherwise further defined.
“TCSA”, “We”, “Our” or “Us” means TechConnectSA (Pty) Ltd or any other entity which TechConnectSA (Pty) Ltd may assign, cede or delegate any of their rights or obligations to.
“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the final Deliverables.
“You”, “Your” or “Yourself” means the Client.
2.2 Unless the context indicates otherwise, in this Agreement:
2.2.1 references to any other contract or document shall include a reference to that contract or document as lawfully amended, varied, novated or substituted from time to time;
2.2.2 the headings of clauses, sub-clauses and schedules are included for convenience only and shall not affect the interpretation of the Agreement;
2.2.3 the Parties acknowledge that each of them has had the opportunity to take legal advice concerning the Agreement, and agree that no provision or word used in the Agreement shall be interpreted to the disadvantage of either Party because that Party was responsible for or participated in the preparation or drafting of this Agreement or any part of it;
2.2.4 words importing the singular number shall include the plural and vice versa, and words importing either gender or the neuter shall include both genders and the neuter; and
2.2.5 the number of days indicated to commit an act or indicated for any other purpose, is calculated by excluding the first day and including the last day.
3. Scope of Services, Additional Expenses, Appointment and Acceptance of Terms and Conditions
Our number one priority is to offer you a professional service, which may include but is not limited to quality assurance, software sales, web development and design, hosting, domain registration/renewal, maintenance, ongoing management, online advertising management, search engine optimisation, social media marketing and graphic design.
3.1 Scope of Services
3.1.1 Our scope of services and related fees, which shall be provided in the form of a service agreement, quotation, or service proposal (hereinafter “Service Proposal”), are provided as a rough scope based on limited specifications and requirements supplied by you.
3.1.2 The scope of services and related fees are limited to what is specifically set out in the service proposal.
3.1.3 Any additional services and fees not provided for in the initial service proposal must be set out in a new, additional service proposal.
3.1.4 The quoted fee as provided in the service proposal shall be valid and binding for a period of fourteen (14) days. This time frame specifically excludes any costs related to third-party software, to which alternative time frames may apply.
3.2 Additional Expenses
3.2.1 Our fees are estimated on either a time basis or on a fixed-cost basis. Where we have provided you with an estimate on a fixed-cost basis, you will be liable for any additional services falling outside of the scope of the original service proposal. We will provide you with a further fee estimate for your acceptance in the event that the original scope of services is to be extended.
3.2.2 You shall reimburse us for any additional expense/s incurred by us necessary for the performance of the services (for example the purchase of third-party licences, special fonts, stock photography and / or additional plug ins not included in the service proposal).
3.2.3 All out of pocket expenses and disbursements, including accommodation and travel, incurred by us in performing the services, will be submitted to you for prior approval and will be payable by you upon presentation.
3.2.4 Where any delays or other unforeseen difficulties caused by you which are beyond the control of TCSA, and which result in additional charges, such charges shall be payable by you upon presentation of our invoice.
3.3 Appointment of TCSA
3.3.1 By signing the service proposal, or by making payment of a deposit in respect of the services or in terms of an invoice, you have appointed us to attend to the services as set out in the service proposal.
3.3.2 The accepted service proposal replaces and supersedes any previous proposals and quotes issued regarding the subject matter thereof.
3.4 Acceptance of Terms & Conditions
3.4.1 Upon your acceptance of the service proposal, you agree that all work to be completed, products supplied and/or services rendered are so done, supplied and/or rendered in accordance with TCSA’s Terms & Conditions.
3.4.2 TCSA’s Terms & Conditions shall supersede any and all terms and conditions provided by any external, third-party purchase order, work order or agreement, or any document not provided by TCSA.
4. Invoicing and Payment
4.1.1 Invoices will be rendered periodically against agreed to milestones, delivery and completion of work.
4.1.2 The fees and disbursements payable by you are set out in the invoice.
4.1.3 All quoted fees are exclusive of VAT.
4.1.4 Invoices become due and payable immediately upon presentation. You shall pay amounts due to us in full and without deduction or set-off.
4.1.5 We are not a credit service provider and do not grant credit facilities.
4.1.6 Interest may be charged on all overdue payments up to the maximum rate permissible in law from due date of payment to date of payment, both days included, and cash deposits received will attract bank charges which we reserve the right to pass on to you.
4.1.7 You shall not be entitled to withhold or reduce any amount payable to us under this or any agreement / s by reason of claims or alleged claims against us.
4.2.1 You agree to pay TCSA in accordance with the terms specified in each invoice.
4.2.2 We shall be entitled in our sole discretion to require payment of a deposit or payment in full prior to performance and / or delivery of any part of our services.
4.2.3 Should you fail to pay any invoice, TCSA reserves the right to withdraw the services, website and associated materials or refuse completion and/or delivery of work until past due balances are paid.
4.2.4 All work remains the property of TCSA and may be retained as security until the full and final payment is received.
4.2.5 You are responsible for any debt collection, legal or court fees which may come due.
4.2.6 In the event of cancellation of the project prior to completion, you will be liable for the entire project and for one month's payment on all monthly fees as per our 30-day cancellation notice period.
4.2.7 You will also be liable to pay any fees and expenses incurred up until the end of the 30 days’ notice period.
4.2.8 Should you not utilise all the services agreed to, you will still be liable for the full payment.
4.2.9 Unless otherwise stated on the invoice, payment must be made in South African Rands to our bank account in the Republic of South Africa.
You acknowledge and agree that:
5.1 Information Accuracy and Delays
5.1.1 You have an integral role in ensuring the success of the services and will participate with us and utilise designated software and systems to ensure that we receive a full and accurate brief from you.
5.1.2 While we use our best efforts to carefully check for accuracy in all respects, including but not limited to spelling, grammar, imagery and technical illustrations and to ensure an overall error-free environment, we do not accept any responsibility for errors or omissions.
5.1.3 Production schedules will be established and adhered to by both you and us.
5.1.4 You will provide us with sign-off / approval of items such as mock ups, home page designs and draft copy documents timeously via email, which we agree to accept via email.
5.1.5 Delays in providing us with feedback, information, content and / or instructions when requested will result in delays in respect of the services, for which we shall not be liable.
5.1.6 Where production schedules are not adhered to by you, final delivery date or dates will be adjusted accordingly.
5.1.7 Additional costs may be charged for your delays if the delays result in an increase in time to manage or deliver the services.
5.2 Copy, Images and Branding
5.2.1 All text must be supplied in digital format that can be copied and pasted. We will not re-type/type-out any text found in any non-editable file format.
5.2.2 Graphics and photographs are to be supplied in digital format via email, file transfer, flash drive or cloud sharing.
5.2.3 Photographs must not exceed a file size of 2mb each (unless by prior arrangement). Larger files will incur an extra cost due to increased processing time.
5.2.4 All logos and branding must be provided in an industry standard vector format.
5.3 Web Browsers and Monitors
5.3.1 We use our best efforts to ensure that our websites are designed to be viewed by most visitors.
5.3.2 Our websites are optimised for XHTML compliant browsers and adjusted to support the latest versions of Google Chrome, Mozilla Firefox and Internet Explorer.
5.3.3 We test using the browsers that are statistically the most used. Layout and aesthetic elements may change or degrade in some browsers. We cannot and do not guarantee the correct and / or optimal functionality with all browser software across every operating system.
5.3.4 We do not accept any responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and delivered to you.
5.3.5 Website visitors use different monitors with different settings, colours and image quality of the website including graphics and photography may shift between computers and monitors. We cannot and do not guarantee the correct and / or optimal visuals across every monitor type.
5.4 Third Parties and Plugins
5.4.1 We reserve the right to use the services of sub-contractors, agents and suppliers (hereinafter “Third Parties”) and any work, content, services and usage is subject to the third party’s terms and conditions. We will not knowingly breach the third party’s terms and conditions.
5.4.3 Any plugins included in your service proposal are to be purchased by you and will be subject to the plugin suppliers’ terms and conditions. We will send you a link and instructions to process the purchase if applicable.
5.5.1 If needed, TCSA reserves the right to outsource any specific project requirements to ensure that the terms of this agreement are met.
5.5.2 Any subcontractors or external suppliers will be bound to the terms of this agreement.
5.6 Open-Source Software
5.6.1 TCSA makes extensive use of open-source software and components to supply websites and services to you.
5.6.2 You indemnify TCSA against any loss or damage arising directly or indirectly from any failure of software supplied to you by TCSA.
5.6.3 All software and components not developed by TCSA retain the original license and terms and conditions associated with them. TCSA cannot assign any rights to you, and you agree to be bound by the original author’s terms and conditions.
5.7 Intellectual Property
5.7.1 Should the services include management of your website and / or social pages, we acknowledge that ownership thereof shall remain yours and we will have no claims in respect of ownership thereof.
5.7.2 Once we have received payment in full in respect of the services, all copyright and any other intellectual property rights in the services shall belong to you and you shall have the right to register and renew the copyright in your name or in the name of your nominee.
5.7.3 You retain the copyright to data, files and graphic logos provided by you and grant us the rights to publish and use such material in the performance of the services.
5.7.4 You warrant that you have obtained permission and rights to use any information or files that are copyrighted by a third party and indemnify and hold us harmless from any and all claims resulting from your negligence or failure to obtain copyright permissions. Evidence of permissions may be requested by us.
5.7.5 The following shall remain our intellectual property until payment in full has been received by us in respect of the services and shall not be copied and / or used by you or any other party without our prior written consent:
i. source code (where not open source) of all website web pages and scripts;
ii. CSS and files used within the website designed by us for you;
iii. stored procedures, functions and triggers programmed into any databases
5.7.6 Should we commission or purchase photographs on your behalf, provided we have received your payment for the photographs, they will become your intellectual property. Should the stock photograph/s have usage or royalty requirements, we will advise you accordingly and you will be bound by such terms and requirements.
5.8 Promotion of TCSA
5.8.1 We are confident that your expectations will be exceeded and as such is notifying you that we reserve the right to use your website, associated graphics and any unused ideas and development in the promotion of our services or any design competitions.
5.8.2 You agree to allow us to retain a credit and link to TCSA at the footer of any website provided to you.
6. Domains, Hosting and Websites
6.1.1 We may purchase a domain name/s on your behalf.
6.1.2 All domain name registrations are subject to availability and registration rules.
6.1.3 All domain name/s are legally owned by you.
6.1.4 TCSA will manage the domain name/s on your behalf unless you request in writing to manage your own domain name/s.
6.1.5 Payment and renewal of any domain name/s is your responsibility. The loss, cancellation or otherwise of the domain arising from non or late payment is your responsibility.
6.1.6 We reserve the right to suspend your website domain at any time should any viruses or malicious content be exposed through hacking or security breaches to any third party application or website.
6.1.7 You indemnify us against any loss or damage arising directly or indirectly from any failure of services related to domain renewals, registrations, and/or domain name trademarks.
6.2.1 If your website and / or emails are hosted with us, you will be hosting your website with our selected hosting company.
6.2.2 TCSA will offer the suggested hosting package required for your project.
6.2.3 The exact package required will determine the monthly cost. Due to website growth, disk-space and an increase in traffic, you will be responsible for any over-usage, charged per GB for traffic & per 10mb for disk space.
6.2.4 Occasional maintenance to the servers may affect your website and email from time to time and you agree that we shall not be liable for any loss or damage sustained by you or any third party, including consequential loss, arising from any unavailability, malfunction or interruption of this service.
6.2.5 Renewal fees for your domain name and hosting shall be payable to us annually in advance, upon presentation of our invoice which will be provided to you when renewal is due. Renewal fees are non-refundable.
6.2.6 Failure to pay any fees in respect of your domain and / or website hosting may result in termination thereof by the hosting company. You may be liable for the hosting company’s penalty fee in the event that your domain and / or website hosting are cancelled, and you wish to reactivate.
6.2.7 In the event that you choose a third party hosting company and not our recommended hosting company, it will be your responsibility to confirm with them that they are able to host your website requirements. To the extent that we are required to perform any additional services to enable your third party hosting company to host your website, we will provide you with a cost estimate for the additional services.
6.2.8 You will be responsible for contacting the chosen third party hosting company for support relating to hosting matters.
6.2.9 We will charge for costs incurred liaising with the chosen third party hosting company and supporting you with hosting-related issues. We will charge for costs incurred due to differences in the hosting environment if installation and management exceed standard time frames.
6.2.10 We will not be held responsible for any costs incurred, compensation or loss of earnings due to hosting issues if you do not choose to host with our recommended provider. We also reserve the right to charge you for any time spent fixing hosting issues for sites not hosted with us.
6.2.11 If we host your website, we will backup your website on a server level and on your hosting up to one month at a time. If we do not host your website, then we shall not be responsible for any backups of your website.
6.2.12 We advise that we shall not be responsible for the backing up of any emails. Should you fail to regularly back up your emails, alternatively should a third party email host fail to back up your emails, we shall not be responsible for any lost emails.
6.2.13 While every attempt is made to secure your website, website hacks can and do occur. We treat these on a case by case basis and will always estimate for any work that needs to be done.
6.3 Websites and Testing
6.3.1 Once the software / website has, in the opinion of TCSA been completed, we will notify you either verbally or in writing, and provide you with an opportunity to test and review the software / website.
6.3.2 You have 30 (thirty) days from the date on which your website is launched to bring to our attention any bugs and / or any incorrect behaviours of the software / website.
6.3.3 If you determine that the software / website does not comply with the scope of work agreed to in the service proposal, TCSA agrees to carry out any necessary and reasonable modifications.
6.3.4 Any issues raised by you after the 30 (thirty) day period or falling outside of the scope of work agreed to in the service proposal shall constitute a new instruction and will be estimated accordingly.
6.3.5 If you or an agent representing you, other than TCSA, attempts to update, edit or alter the website’s template, infrastructure, source files or hosting management in a way that causes damage to individual pages or the website’s architecture, time required to repair any errors will be assessed at our standard or overtime hourly rate, and is an additional cost above the costs outlined in the service proposal.
6.3.6 If the services are terminated for any reason whatsoever and the services includes website development, we will be entitled to claim the wasted costs in respect of the website development in addition to any other fees, charges, disbursements or damages.
6.4 Ongoing Maintenance
TCSA offers ongoing maintenance which will be set out in the service proposal, if this is accepted by you, we will ensure that any maintenance work is attended to within 48 business hours from date of receiving the instructions from you, unless specified otherwise by us.
6.5 Fraudulent/Illegal Activity
6.5.1 Should there be any allegations against you regarding illegal activity on the website, such as using the website to scam users and/or defraud website users, we will have the right to terminate the website with immediate effect.
6.5.2 It is your responsibility to provide us with proof that such allegations are false, before the website will be activated again.
7. Limitation And Exclusion of Liability
7.1 Neither party will be liable for any failure of or delay in the performance by it of its responsibilities or obligations to the extent that such failure or delay arises from a cause or causes beyond its reasonable control including, without limitation, an act of God, riot or other civil disturbance, strike or other labour dispute, fire, explosion, flood or South African governmental requirements.
7.2 Clause 7.1 shall not apply to the non-payment by a party of any amount due to the other and shall be subject to the party affected giving written notice of any such occurrence to the other party immediately upon the onset of the occurrence.
7.3 Both parties agree to indemnify and hold harmless one another from any and all claims, demands, costs, expenses or liabilities, brought or imposed upon by the other, relating to or arising out of any acts, omissions, fraud, misrepresentation or wrongdoing by the other in connection with the performance of this agreement.
7.4 We will not be liable for any interference or security breaches in respect of your website, such as inter alia viruses, hacking, or malicious content, whether hosted by us or a third party.
7.5 In addition to the aforegoing, we shall not be liable for any loss or damage, including consequential loss, arising from, or caused:
7.5.1 by loss of data;
7.5.2 by any inaccuracy and / or omission;
7.5.3 by any delay or error, whether the result of negligence or other cause in the performance of the services;
7.5.4 by failure or loss in respect of any backups;
7.5.5 by any act, omission or defective works / services supplied by any third party including but not limiting third party plugins;
7.5.6 to your artwork / photos supplied for the website, whether the result of negligence or otherwise;
to or loss of any working files generated by us during the performance of the Services.
8.1 We may terminate our services with immediate effect giving written notice to you of such termination.
8.2 If the services include a monthly element, either party may terminate the services on 30 (thirty) days written notice to the other party.
8.3 The parties shall comply with their respective obligations in accordance with the service proposal and these terms and conditions for the duration of the notice period.
8.4 On termination or cancellation of the services, provided payment of all of our invoices has been received, we will deliver and / or return the following to you (as applicable):
8.4.1 a full list of keywords used in connection with Google Adwords campaigns;
8.4.2 all advertising copy;
8.4.3 full details of the PPC or PPV strategy including targeted territories, budgets and any other demographics;
8.4.4 full details of all traffic received or directed under your campaign/s including Google Analytics information or similar;
8.4.5 any unused advertising budget, whether Google Adwords, social media advertising and / or other digital or printed platforms advertising budget as applicable.
9.1 We (you and us) agree and acknowledge that the information and documents relating to the services and information concerning the business transactions and methods of both parties (hereinafter “Confidential Information”) constitutes valuable commercial information and neither party shall at any time during or after the performance and / or delivery of the services, without the other party’s prior written consent, disclose or otherwise make available to any party, either directly or indirectly, all or any party of the confidential information.
9.2 The above clause shall apply unless or until the recipient of the confidential information can reasonably demonstrate that any such communication or information, is part of the public domain through no fault of its own or that such communication was obtained by the recipient from sources other than the other party to this agreement, or that such communication is required to be released or disclosed by subpoena, other judicial or administrative process, or by other laws or regulations.
We (you and us) agree that during the term of the services and for a period of one year after its termination or expiration, we shall not, without the prior written consent of the other party, employ, or contract the services of any person who was employed by the party at any time during a 12 month period preceding the date on which the offer for employment is made to the party.
11. Domicilium and Notices
11.1 The physical address provided by you in your client information sheet shall be the address you have chosen where summonses, legal documents and notices can be served on you (“domicilium”).
11.2 We may also serve notices on you by email and shall use the email address used by you in correspondence with us (“email domicilium”).
11.3 We choose our domicilium at 37 Alberta Street, Brackenfell, Cape Town, 7560.
11.4 Either of us shall be entitled from time to time to vary our domicilium or email domicilium on ten (10) days written notice to the other.
11.5 Any notice which:
11.5.1 is delivered by hand at the addressee’s street address domicilium shall be deemed to have been received by the addressee at the time of delivery; or
11.5.2 is posted by prepaid registered post from an address within the Republic of South Africa to the addressee at the addressee’s domicilium shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee on the seventh day after the date of posting; or
11.5.3 if transmitted by email to the addressee at the addressee’s domicilium shall be deemed to have been received by the addressee on the date of transmission or, if the transmission is made out of normal business hours, on the first business day following after the date of transmission.
12.1 If either party breaches any of these terms and conditions and fail to remedy the breach within 7 (seven) days after receipt of written notice from the other party the other party shall have the right, as and where applicable without prejudice to any other right which that party may have, to terminate the services and claim damages.
12.2 In addition to and without limiting our rights, we shall also have the right to:
12.2.1 suspend the Services automatically and without prior notice to you; and / or
12.2.2 treat as immediately due and payable all outstanding amounts which would otherwise become due and payable over the unexpired period of the Services, and to claim such amounts as well as any other amounts in arrears including interest and to cease performance of our obligations in terms of the T&Cs, as well as under any other agreement with you until you have remedied the breach.
12.3 Should the services be cancelled at any time, we will calculate all fees payable up to that point of services. We will invoice you for any amount greater than the deposit paid by you which shall be payable as set out in our invoice. In the event that the fees up to that point of work is less than the deposit, we shall be entitled to retain the difference as damages.
12.4 The breaching party shall be liable for all costs incurred by the non-breaching party in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs on an attorney and own client scale whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgment.
12.5 Our liability to you in respect of any claim whatsoever for breach of these terms and conditions by us, whether not arising from negligence, shall be limited to the charges paid for the services.
13.1 Whole Agreement and Representations
These terms and conditions contain the entire understanding of the parties as to its subject matter. No party shall be bound by any condition, warranty, representation or undertaking of any kind, whether express or implied, unless agreed to by each of the parties. The provisions of these terms and conditions shall apply mutatis mutandis to any service proposal, or other agreement concluded by and between you and us.
No variation, amendment or consensual cancellation of the terms and conditions or any provision or term thereof or other document issued or executed pursuant to or in terms of these terms and conditions shall be binding unless recorded in a written document signed by our and your duly authorised representatives. We may vary these terms and conditions (including pricing and any other terms) at any time and all agreements concluded thereafter will be subject to the variations.
We shall be entitled, on written notice to you, to delegate, assign, cede, transfer or in any way alienate or dispose of any of our rights / obligations in terms of these terms and conditions to any other person. You may not delegate, assign, cede, transfer or in any way alienate or dispose of any of your rights or obligations in these terms and conditions to any other person without our prior written consent.
13.4 Failure to require performance
The failure of either party at any time to require performance of any provision of these terms and conditions shall not affect the right of that party to require performance of that provision or of any other provision in the future.
13.5 No waiver
No waiver by either of us with respect to a breach of any provision of these terms and conditions shall be construed as a waiver with respect to any continuing or subsequent breach of that provision, or as a waiver of any other right hereunder.
Each provision in these terms and conditions is severable from all others, notwithstanding the manner in which they may be linked together or grouped. If any provision is found to be defective or unenforceable for any reason, the remaining provisions shall continue to be of full force.
These terms and conditions will be governed by and construed in accordance with the laws of South Africa. The parties hereby consent in terms of Section 45 of the Magistrates’ Court Act of 1944 to any legal proceedings being instituted in the Magistrates’ Court of any district having jurisdiction in respect of the other by virtue of the provisions of Section 28(1) of the said Act. Notwithstanding such consent, an aggrieved party shall have the option of instituting proceedings against the other party in the High Court of South Africa.
13.8 Legal Costs
You are liable for any legal costs incurred by us in respect of any breach of these terms and conditions by you, on an attorney and own client basis. Legal costs arising from non-payment of any invoice will be accrued to your outstanding balance.
The persons accepting these terms and conditions on behalf of the parties warrant that they are duly authorised to do so. No party other than yourself shall be entitled to give instructions to us, particularly on the scope or delivery of services provided to your organisation, unauthorised by you.
The parties agree to do all things as may be required by law or necessary to implement the terms and condition and the agreement.
13.11 Applicable Law
These terms and conditions will be governed by and construed in accordance with the laws of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with South African law by a South African court having jurisdiction.
In the event of any expiration, termination or cancellation of the agreement and / or these terms and conditions, provisions which are intended to continue and survive shall so continue and survive.
In the event that any provision of these terms and conditions conflicts with any statute, ruling or order of any governmental or regulatory body from time to time, then such provision shall be controlled by the statute, ruling or order.