Terms & Conditions

RECITALS

A. The Service Provider owns and/or operates and/or manages a network and provides various telecommunications services and products, which enable users to gain access to the Internet and other electronic services.

B. The Service Provider wishes to make certain services and products available to the Customer, and to allow the Customer access to its network.

WHEREBY IT IS AGREED AS FOLLOWS:

1    Interpretation

The headings of the clauses in this Agreement are for purposes of convenience and reference only and shall not be used in the interpretation, nor modify or amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention appears-

1.1 Words importing-

1.1.1 any one gender includes the other gender;

1.1.2 the singular includes the plural and vice versa; and

1.1.3 a natural person includes juristic persons (corporate or unincorporated) and vice versa.

1.2 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 References to ALR TELECOMMUNICATION SOLUTIONS (PTY) LTD TELECOMUNICATIONS CONTRACTING AGREEMENT in this agreement refer to agreement signed by both parties when contracting to an agreement on a particular effective date.

1.4 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement.

1.5 When any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a business day, in which case the last day shall be the next succeeding business day.

1.6 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.
2                Definitions

 
2.1 The definitions and rules of interpretation in this clause apply in this agreement.

2.1.1    "Agreement" means ALR TELECOMMUNICATION SOLUTIONS (PTY) LTD TELECOMUNICATIONS CONTRACTING AGREEMENT;

2.1.2 "Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information by a Party, or information which the receiving Party knows or reasonably should have known is of a proprietary or confidential nature;

2.1.3 "Effective Date" means ­­­­­­­­date that the ALR TELECOMMUNICATION SOLUTIONS (PTY) LTD TELECOMUNICATIONS CONTRACTING AGREEMENT is signed by the parties.

2.1.4    "Intellectual Property Rights" means all the rights in and to intellectual property including (without limitation) the rights in and to trademarks, service marks, trade names, domain names, logos, get-up, patents, provisional patents, inventions (whether patentable or not), know-how (including confidential industrial and commercial information and techniques in any form), utility models, registered and unregistered design rights, copyright, semi-conductor topography rights, database rights, rights in respect of any new or existing compilation of any data or information not covered under any existing copyright, any structured analysis, reports, application and any resulting know-how, use or any other results originating or following from or as a consequence of data being made available in respect of any of the aforementioned or part thereof, and all similar proprietary rights which may subsist in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations, as well as any Confidential Information or processes relating to that subject matter;

2.1.5 "Party" means either the Service Provider or the Customer, and "Parties" means both the Service Provider and the Customer;

2.1.6 "Products and Services" means the items listed in ALR TELECOMMUNICATION SOLUTIONS (PTY) LTD TELECOMUNICATIONS CONTRACTING AGREEMENT;

2.1.7 "Virus" means a device or thing (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
3    Products, services and standards

3.1 Products and Services

3.1.1 The Service Provider agrees to provide the Products and Services set out in the ALR TELECOMMUNICATION SOLUTIONS (PTY) LTD TELECOMUNICATIONS CONTRACTING AGREEMENT subject to the terms of this Agreement.

3.1.2 The Service Provider reserves the right to:

3.1.2.1 control, direct and establish technical procedures for the use of the Products and Services and the Customer agrees to follow the reasonable instructions and procedures of the Provider with respect to the use thereof; and

3.1.2.2 make operational changes to the Products and Services, including the Customer's identification procedures.

3.1.3 The Customer shall ensure at all times that its use of the Products and Services, including its connection of any apparatus to any network used to deliver the Services is in accordance with all applicable telecommunications, data protection and other laws, licences and regulations.

3.1.4 The Service Provider warrants that it has the necessary consents, licences or agreements required for the provision of the Services.

3.1.5 The Customer shall be responsible for obtaining and maintaining the Customer's own facilities, being all such equipment and communications lines, required by the Customer for its use of the Products and Services ("Facilities").

3.1.6. The Customer shall receive the equipment at no extra charge but at all times the equipment remains the property of the service provider and must be returned to the service provider upon cancellation of the contract. If the Customer does not return the equipment within 7 (seven) days of cancellation of the contract the Customer will be liable to pay a cancellation fee.

3.2 Roadside assistance

3.2.1 The Service Provider sets out all terms and conditions in relation to Roadside assistance at the following link: ________________.
4    Costs and charges

4.1 General

4.1.1 The Service Provider agrees to provide the Products and the Services in accordance with the ALR TELECOMMUNICATION SOLUTIONS (PTY) LTD TELECOMUNICATIONS CONTRACTING AGREEMENT.

4.1.3 All billing is Pre-paid and is paid per month upfront. A failure to pay on time or a cancellation or reversal of the debit order will result in the suspension of service and re-connection fee of R500 will be charged.

4.1.4 The Customer will pay or reimburse the Service Provider for any and all sales and use taxes, duties or levies imposed by any authority, government, or government agency (other than the property taxes and taxes levied on the Service Provider's net income) in connection with the Products and Services provided herein.

4.2 Other Charges

The Customer agrees to pay all charges for maintenance and other service activities, and to pay for loss or damages to the Products caused by:
4.2.1 use of the Products and Services for purposes other than those for which they were designed;

4.2.2 failing to maintain a suitable operating environment for the use of the products/ equipment hereto; and

4.2.3 any other reasonable reason that may cause loss or damage.
5    Title and ownership

The Service Provider hereby grants and the Customer hereby accepts a non-exclusive non-transferable license to use the Products for the term of the Agreement, and the Customer hereby acknowledges that the Customer has no right, title or interest in the Products other than granted hereunder, and that title to the Products and Services used hereunder shall at all times remain with the Service Provider.
6    Software

6.1 The Service Provider hereby grants to the Customer and the Customer hereby accepts a non-exclusive and non-transferable license to use the Software resident or embedded in any Products, for the sole purpose of enabling the Customer to obtain the Service Provider services.

6.2 The Customer hereby acknowledges that the title to and ownership of all Software is and shall remain with the Service Provider.
7    Modifications

7.1 The Customer agrees not to modify, alter, repair, attempt to repair, or in any way to tamper with the Products and Services provided to the Customer without the express written consent of the Service Provider ("Modification").

7.2 In the event of such Modification, the Service Provider shall be completely released from any liability or obligation (including any warranty or indemnity obligation) for any costs or damages incurred by the Service Provider (including damage to the Service Provider network) caused by such Modification.
8    Site environment and facilities

8.1 The Customer shall, at its own expense, provide all necessary site alterations, air conditioning and other preparations, if applicable.

8.2 The Customer will permit reasonable access to the Customer's premises, during its normal business hours, for the purpose of installation, inspection, maintenance, service, repair, replacement, relocation and removal of Products and Services and for the purpose of performing any acts contemplated by this Agreement.

8.3 The Service Provider shall provide all cabling for the connection of power, and for connection of cable for the Service Provider supplied Products and Services.
9    Warranties

9.1 The Service Provider warrants that all Products and Services provided will be in good working order on the day installed, and certified by the Service Provider ready for use, and that they will conform to the Service Provider's service specifications.

9.2 Thereafter, the Service Provider will make such adjustments, repairs, and parts replacement necessary to maintain the Products and Services in working order pursuant to the Service Provider's specifications.

9.3 The express warranties contained in this agreement are in lieu of all other warranties, representations and guarantees of any kind by the Service Provider. Except as expressly set forth in this agreement, all products, services and other materials (if any) are furnished by the Service Provider and accepted by the Customer "as is". All other warranties, whether statutory, express or implied, are specifically excluded and disclaimed by the Service Provider.

9.4 The Service Provider does not warrant that the Products, Services or any other materials provided hereunder will meet the Customer's requirements or that they or their access or use will be uninterrupted, error free, or completely secure, except as expressly provided in this clause.

9.5 In all situations involving performance or non-performance of Products and Services furnished under this Agreement, the Customer's sole remedy is adjustment or repair of the Products and Services.
10    Limitation of liability

10.1 The Parties agree that, in the event of a breach of any of the provisions of this Agreement, the defaulting Party shall be liable to the other Party for all losses which constitute direct and/or general damages.

10.2 Neither Party shall be liable to the other for any losses which constitute indirect, special or consequential damages.

10.3 The Service Provider does not accept liability for any omission by the Customer of any entity supplying the products or services which are required by the Customer to use the Service Provider Service.

10.2 The Service Provider will not be liable for any damage or losses due to the fault or negligence of the Customer, or for the failure of any products or services provided by the Customer.
11    Product maintenance

11.1 If so required by the Customer, the Service Provider will support and maintain all Products supplied pursuant to this Agreement. The Customer may not, nor may it permit others to, rearrange, disconnect, remove, or attempt to repair any Products furnished by the Service Provider except upon written consent of the Service Provider.
12    Term and termination

12.1 This Agreement shall commence on the Effective Date as set out in the ALR TELECOMMUNICATION SOLUTIONS (PTY) LTD TELECOMUNICATIONS CONTRACTING AGREEMENT and shall continue for a period of years elected by the parties, and continue indefinitely thereafter until or unless terminated by either Party giving to the other not less than one calendar months' prior written notice, subject always to prior termination as provided for in this clause 12.

12.2 Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

12.2.1 the other Party commits a breach of any of the material terms of this Agreement and fails to remedy that breach within 30 (thirty) days of that Party being notified in writing of the breach; or

12.2.2 Upon expiry or termination (for whatever reason) of this Agreement the Service Provider shall be entitled to take possession of any Products and Services.
13    Confidentiality

13.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. A Party's Confidential Information shall not be deemed to include information that:

13.1.1 is or becomes publicly known other than through any act or omission of the receiving Party;

13.1.2 was in the other Party's lawful possession before the disclosure;

13.1.3 is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;

13.1.4 is independently developed by the receiving Party, which independent development can be shown by written evidence; or

13.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

13.2 Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

13.3 Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access, is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
14    Data privacy and protection

14.1 Each Party's data shall be and remain the property of that Party and its affiliates. Neither Party shall divulge the data of the other Party to third parties (unless provided otherwise in this Agreement) and a Party shall use the data of the other Party only for purposes of this Agreement.

14.2 Neither Party shall possess or assert any lien or other right against or to the other Party's data, or sell, assign, lease or otherwise dispose of the other Party's data, or any part thereof, to third parties.
15    Force majeure

The Service Provider shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Service Provider or any other party), failure of a utility service or transport or telecommunications network, an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Service Providers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
16    Jurisdiction

16.1 In terms of section 45 of the Magistrate’s Court Act the Service Provider consents (for purposes of the Client taking legal steps to enforce any of its rights in terms of this Agreement) to the jurisdiction of any Magistrate’s Court in the area in which the Service Provider resides or works, notwithstanding the amount involved.
17    Waiver

17.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given.

17.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
18    Severance

18.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
19    Entire agreement

19.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

19.2 Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not)
of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
20    Assignment

20.1 The Customer shall not, without the prior written consent of the Service Provider, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

20.2 The Service Provider may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
21    Notices

21.1 Each of the Parties chooses their respective addresses set forth in clause 1.2. on the first page of ALR TELECOMMUNICATION SOLUTIONS (PTY) LTD TELECOMUNICATIONS CONTRACTING AGREEMENT, for the purposes of giving any notice, the payment of any sum, the serving of any process and for any other purposes arising from this Agreement.
22    Governing law and jurisdiction

22.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of South Africa.

22.2 The Parties irrevocably agree that the Magistrates Court of South Africa has exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
23    Execution in counterparts

23.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.
24    Signature of the Telecommunications Contracting agreement

24.1     Signature of the ALR TELECOMMUNICATION SOLUTIONS (PTY) LTD TELECOMUNICATIONS CONTRACTING AGREEMENT is an agreement of all terms and conditions herein.