1. The Following Terms Shall Have The Meanings Assigned To Them Hereunder, Namely:
1.1 UNIWISP means UNIWISP (PTY) Ltd, Registration No: 2019/094611/07.
1.2 CUSTOMER means the party referred to as the signatory to this agreement as expressed in the application document on the face of this agreement.
1.3 EFFECTIVE DATE means, notwithstanding the date of signature of this agreement, the date of delivery of the terminal equipment to the customer or alternatively the registration of the customer to the relevant service, irrespective of whether or not the customer has stored or activated the terminal equipment and/or commenced using the service in question.
1.4 INITIAL PERIOD means the initial contract term of the service as set out in this application document.
1.5 SERVICES means the business and Information Exchange services as contained in the service schedule (attached) incorporating all software and equipment where necessary for the provision of the services.
1.6 VAT means Value-Added Tax as defined in the Value-Added Tax Act 89 of 1991.
1.7 PSTN means the Public Switched Telecommunications Network which provides services in terms of the Telecommunications Act 103 of 1996 as amended.
1.8 RICA means the Regulations of Interception of Communication related to the Information Act 70 of 2002.
2. COMMENCEMENT AND DURATION OF SERVICE AGREEMENT
2.1 The agreement shall commence upon the effective date on which the first service is provided to the customer and shall endure for an initial period of 12/24 (TWELVE/TWENTY-FOUR) months. Each service supplied by UNIWISP shall automatically be renewed for a further 12/24 (TWELVE/TWENTY-FOUR) months after the initial period unless either party gives the other written notice not less than 90 (NINETY) days prior to the end of any 12/24-month period.
3. SERVICE COSTS AND PAYMENT
3.1 All services provided by UNIWISP shall be charged as of the effective date.
3.2 All prices are specified in the service schedule annexed hereto which forms part of this agreement:
3.3 VAT and any other taxes or duties imposed by any regulatory authority which the customer may become obliged to pay by virtue of using the service.
3.4 Where relevant, the customer will be obliged to pay the monthly charges in advance and where monthly charges are applicable the customer will be invoiced in advance and all payments due shall be settled monthly within 7 (seven) days of date from statement.
3.5 Any amount which is due for payment by the customer to UNIWISP in terms of this service agreement which is not paid on due date shall bear interest calculated from the due date until payment at a rate equal to the prime overdraft rate plus 2.5% (two and a half percent) charged by Standard Bank from time to time monthly in arrears.
4. NOTIFICATION OF CHANGE TO MONTHLY FEES
4.1 UNIWISP shall be entitled, from time to time, by providing the customer with 30 (THIRTY) day’s prior written notice, to increase the monthly fees in the event that:
4.2 There are any fluctuations in the Rand/Dollar/Pound/Euro which directly influences the routing of the service and/or any other network provider fees which increase during the period of the agreement.
5. DEBIT ORDERS OR CREDIT CARD PAYMENTS
5.1 The customer hereby authorizes UNIWISP to debit his/her/its elected bank account for the set-up fees and monthly fees as applicable to the designated service.
5.2 Where the customer elects to pay for the services via a debit order facility, the customer shall ensure that sufficient funds are available in the customer’s account on the date of withdrawal elected by the customer. Should there be insufficient funds in the customer’s account on the withdrawal date, the customer shall be liable for all bank charges, penalties and interest which are levied by the bank from time to time, together with a handling charge of R150.00 (O) levied by UNIWISP for administration charges for each and every charge back.
6.1 The customer accepts that there is a likelihood of a surge of Internet activity at certain times throughout a 24-hour cycle and to the extent that surges materialize, that a slowing down of download speed would result
7. CUSTOMER’S OBLIGATIONS
7.1 The customer shall comply strictly with the Codes of Conduct which are provided by the various network providers the terms and conditions of which can be obtained from UNIWISP on request. The customer may not at any time use the service provided by UNIWISP in contravention of any South African law.
7.2 The customer shall not commit or attempt to commit any act or omission which directly or indirectly in any way damages the UNIWISP technical infrastructure or impairs or precludes UNIWISP from being able to provide the service in a reasonable and professional manner.
7.3 The customer is prohibited from selling or otherwise dealing in the service of UNIWISP in any manner whatsoever without obtaining the prior written consent of UNIWISP.
7.4 The customer may not, under any circumstances, resile from this service agreement or withhold or defer payment or be entitled to a reduction in any of the charges pursuant to this agreement if UNIWISP interrupts the service to the customer for any reason whatsoever.
8.1 UNIWISP does not make any representations nor gives any warranties or guarantees of any nature whatsoever in respect of the services that UNIWISP will offer to the customer and all warranties which are implied or residual at common law are hereby expressly excluded.
8.2 UNIWISP does not warrant or guarantee that the content, data or information transmitted by any of the customers using the service or be preserved or sustained in its entirety or be delivered to any or all of the intended recipients or will be suitable for any purpose.
8.3 UNIWISP does not warrant or guarantee that the content, information or data transmitted using the service will be free of inaccuracies or defects or bugs or viruses or any kind or will be secured against intrusion by unauthorized third parties.
9.1 The customer hereby authorized UNIWISP to forward the information (data / e-mail) received on the UNIWISP technology platform and, where applicable, forward via e-mail or the internet to a third party or the customer. UNIWISP shall be entitled to use the forwarded data to develop profiles of data volumes, geographic originations and destinations and other related information. This information can be used by UNIWISP to develop statistical models, profiles and similar marketing and business tools.
9.2 UNIWISP shall not use the content of the data, nor shall UNIWISP allow any third-party access to such data without the customer’s written consent. Should UNIWISP receive a written authority or Court order from a valid Court of Law in South Africa requesting access to the said information, then the customer hereby authorizes UNIWISP to hand such content over to the delegated legal authority requesting access.
10.1 If the customer breaches any of the terms or conditions of this agreement and fails to remedy such breach or pay any amount which is due within 7 (seven) days after receiving written notice from UNIWISP; or
10.1.1 commits any act of insolvency; or
10.1.2 endeavors to compromise any of its creditors; or
10.1.3 causes anything to be done which may prejudice UNIWISP rights in terms of this agreement; or
10.1.4 is placed in liquidation or judicial management; or
10.1.5 is voluntarily surrendered
10.2 then in such event UNIWISP shall have the right, without prejudice to any other of its rights, to:
10.2.1 suspend or terminate the service;
10.2.2 treat as immediately due and payable, all outstanding amounts which would otherwise become due and payable over the unexpired period of the agreement;
10.2.3 cancel this service agreement.
10.3 All the above shall, in any event, be without prejudice to rights to claim damages.
10.4 In the event that UNIWISP is obliged to seek legal recovery of any outstanding amounts or the enforcement of any of UNIWISP’s rights in terms of this agreement, then the client shall be liable for all costs including costs on an attorney and own client scale whether incurred prior or during the institution of legal proceedings or judgment has been granted.
11. INTELLECTUAL PROPERTY AND PROTECTION OF INFORMATION
11.1 All intellectual property relating to or used in connection with the services provided by UNIWISP in terms of this agreement shall belong to UNIWISP. The customer undertakes that it shall at no time expose any third party to the intellectual property of UNIWISP nor copy, modify, tamper, decompile or reverse engineer any of the intellectual property owned by UNIWISP.
12.1 The customer hereby unconditionally and irrevocably indemnifies UNIWISP including its employees, directors or any of its agents, distributors, independent contractors or dealers, against any claims of whatsoever nature which may be brought against UNIWISP its employees, directors, agents, distributors or independent contractors by any person of whatsoever nature arising out of connected with the provision of, or the failure to provide, the service as reflected in this agreement, including any claims resulting from any willful or any negligent acts or omissions on the part of UNIWISP its employees, directors, agents, distributors, independent contractors or dealers. In addition, the customer hereby releases and discharges UNIWISP its employees and its agents from all liabilities relating to any peril or event under an appropriate insurance contract, it being expressly understood and agreed that no insurer shall have any rights of subrogation against UNIWISP its employees, directors, agents, distributors or independent contractors.
13.1 The customer shall not be entitled to seek or assign any rights and/or obligations which it may have in terms of this agreement to any third party unless consented in writing by UNIWISP.
14. GOVERNING LAW AND JURISDICTION
14.1 This agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa and all disputes, actions and other matters relating thereto shall be determined in accordance with South African law by a South African Court having jurisdiction.
15.1 No variation, amendment or alteration to any of the terms and conditions of this agreement shall be of any force or effect unless they have been reduced to writing and have been signed by the parties or by their duly authorized representatives. The parties agree that no other terms or conditions, whether oral or written, and whether express or implied, apply to this agreement.
16.1 No extension of time or waiver or relaxation of any of the provisions or terms of this agreement will be binding for any purpose unless expressed in writing and signed by the parties giving the same, and any such waiver will be effective only in a specific instance and for the purpose given. No failure or delay on the part of either party in exercising any rights, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof with the exercise of any other right, power or privilege.
17. FORCE MAJEURE
17.1 UNIWISP shall not be liable for non-performance in terms of this agreement to the extent that non-performance is caused by any event or condition beyond the control of UNIWISP. Will not be able to supply the service in terms of this agreement in the event that there is any fault with the PSTN and/or any other of the radio networks used by UNIWISP in the delivery of the service and/or any other Internet service provider used in the provision of this service. In particular, UNIWISP will be unable to deliver the service in the event that there is any act of sabotage, act of war, interruption of transport, lock-outs, floods, storm or fire.
18. DOMICILIUM CITANDI ET EXECUTANDI
For all purposes, including but not by way of limited, the giving of any notice, the making of any communication and the serving of any process, Customer chooses its domicilium citandi et executandi (“domicilium”) at the physical address appearing on the application form to which these Standard Terms and Conditions are attached. UNIWISP chooses its domicilium citandi et executandi (“domicilium”) at 4 Rothery Street, Bougainvilla Complex Unit No. 1 and Unit No. 4, Nelspruit, South Africa. Either party shall be entitled from time to time to vary its domicilium and shall be obliged to give notice to the other within 10 (ten) days of the said change. Any notice which either party may give to the other shall be posted by prepaid registered post or hand delivered to the other party’s domicilium and shall be presumed, unless the contrary is proved by the party to whom it is addressed, to have been received by that party on the 10th (tenth) day after the date of posting or on the day of delivery as the case may be.
19. PAYMENTS FOR SERVICES RENDERED
19.1 UNIWISP may request the customer to pay a deposit for these services prior to UNIWISP allowing the customer to use such services. Once the value of the deposit has been deducted against the services rendered/fulfilled by UNIWISP no further services will be provided until a further deposit is paid by the customer.
20.1 The following is included in UNIWISP service, is part
of the package and cannot be excluded:
(a) Content Filtering (WAPA Compliance)
(b) Virus Scanning
(c) Fire Wall Services
(d) Quality of Service Management
20.2 The customer understands that this service is subject to the provisions of RICA, and the customer acknowledges UNIWISP’s right to intercept, block, filter, read, delete and disclose all communications sent or posted of received via UNIWISP’s network. RICA may be accessed from http://www.internet.org.za/ricpci.html.