Terms and Conditions
WHEREAS the “CUSTOMER” requires an “OVINE” Internet Access Service(s) from “OVINE”; AND WHEREAS “OVINE” is willing to provide the Service(s) subject to the conditions as set out hereunder; NOW THEREFORE, the parties agree as follows:
PROVISION OF SERVICE
“OVINE” hereby undertakes to install, provide, and maintain the Service(s) as set out in the Order Form.
2. DEFINITIONS
2.1.““Agreement” ” means the agreement contained in these Standard Terms and Conditions together with the Order Form.
2.2.““Commission” ” means that the Service(s) have been installed and are available for use by the “CUSTOMER”.
2.3.“”CUSTOMER”” means the person or company applying for “Services” as set out in the attached Order Form.
2.4.””OVINE”” means “OVINE” (Pty) Ltd, Registration No: K2018/102782/07 or any other entity owned and managed by OVINE.
2.5.““Effective Date”” means the date of the Party signing this “Agreement” last in time.
2.6.““Initial Term”” means the period specified under “contract duration” on the Order Form.
2.7.““Outage””: means that the service is unavailable to all equipment on the “CUSTOMER” network as a result of a problem on “OVINE”’s network or a cable break between “OVINE” and the “CUSTOMER”.
2.8.““Planned Maintenance””: Times where the “CUSTOMER” may experience an outage as a result of scheduled changes on “OVINE”’s network. Maintenance windows are usually between 1am and 6am.
2.9.““Services”” means the provision of OVINE Wi-Fibre and Voice services in terms of this “Agreement” .
2.10.““SLA”” means service level agreement as set out in clause 9 below.
2.11 “FEE”: Any charge levied by “OVINE” and recovered from a “”CUSTOMER”” for services provided.
2.11 = 2 “DEBIT ORDER MANDATE” means an instruction document included in this agreement where permission is granted by the “CUSTOMER” to “OVINE” to collect fees due electronically.
2.13 “Disclosing Party” means a person/party that holds confidential information within this agreement and holds the ability to transfer the information or knowledge.
3. AGREEMENT DOCUMENTS
3.1 The following documents form part of this “Agreement” and shall be read in conjunction with these documents:
a) Order Form
b) Standard Terms and Conditions
3.2. In the event of any ambiguity between these documents, the following order of precedence shall apply:
a) Standard Terms and Conditions
b) The Order Form
4. TERM
4.1. This “Agreement” takes effect on the “Effective Date”.
4.2. The Parties agree that the Service(s) specified on the Order Form will continue for the “Initial Term” calculated from the date of “Commission” and thereafter indefinitely until terminated by either Party as per clause 4.3 below.
4.3. After the expiry of the “Initial Term”, either Party may terminate the services by providing the other Party with three months’ written notice of termination.
5. CONDITIONS
5.1. The “CUSTOMER” understands and accepts that the provision of the Service(s) as set out in the Order Form, shall be subject to the provisions of the Electronic Communications Act, 36 of 2005 (the Act) and the licenses issued to “OVINE”.
5.2. The “CUSTOMER” hereby consents that and authorizes “OVINE” to:
5.2.1. Contact, request and obtain information from any credit provider or registered credit bureau relevant to an assessment of the behaviour, profile, payment patterns, indebtedness, whereabouts, and creditworthiness of the “”CUSTOMER””;
5.2.2. Furnish and obtain information concerning the behaviour, profile, payment patterns, indebtedness, whereabouts, and creditworthiness of the “CUSTOMER” to/from any registered credit bureau or to/from any credit provider seeking a trade reference regarding the “CUSTOMER”’s dealings with “OVINE” and vice versa.
5.3. “OVINE” shall not at all be liable for any loss or damage arising from a delay in providing the Service(s).
5.4. “OVINE”’s maximum liability in terms of a disruption of the Service(s) is documented under the “SLA” as set out in clause 9. “OVINE” shall not be liable for any loss or damage resulting from a disruption of the Service(s) should an “SLA” not be selected on the Order Form.
5.5. The Parties further agree that the risk of loss or damage to or destruction of “OVINE” equipment installed on the “CUSTOMER”’s premises, where applicable, regarding the provision of the Service(s) in terms of this “Agreement” , shall pass to the “”CUSTOMER”” from the date the equipment is installed.
5.6 Only the registered “”CUSTOMER”s”; are authorized to use the “OVINE” account.
5.7 OVINE treats all Torrent downloads or any other Peer-to-Peer downloads as low priority.
5.8 OVINE retains the right to withhold any equipment passwords to protect the OVINE Network.
6. INSTALLATION AND RENTAL CHARGES
6.1. The “CUSTOMER” undertakes to pay “OVINE” the prescribed Installation Fee and Monthly Rental as set out in the Order Form attached hereto, monthly in advance from the date the Service(s) is commissioned, which charges shall be subject to adjustments from time to time as determined by “OVINE”.
7. SERVICE CHANGES
7.1. If the “CUSTOMER” requires the service to be moved from one premises to another after the service has been commissioned, the move will be seen as a new order and the “CUSTOMER” will be required to submit a new Order Form. The moving of the circuit will be seen as a new installation with applicable cost.
7.2. The “CUSTOMER” may request “OVINE” to increase the bandwidth of the Service(s) at the ruling installation and rental charge at any time during the contract term as defined in clause 4. The “”CUSTOMER””, however, will not be permitted to decrease the bandwidth of the Service(s) after the service or upgrade has been commissioned.
7.3 “OVINE” offers the opportunity to pay once-off and monthly instalments via debit order. The client is then obliged to complete and sign the DEBIT ORDER MANDATE section. The DEBIT ORDER MANDATE gives “OVINE” permission to collect/deduct the service fees due to “OVINE” from the “CUSTOMER” bank account.
7.4 The “”CUSTOMER”” must pay OVINE in advance for the selected service option, which payment must reach OVINE prior to the account expiry date. OVINE reserves the right to withhold access for overdue accounts, while the Subscriber shall continue to be liable for the service until the conditions of notice of termination are fulfilled. “”CUSTOMER”” must pay OVINE in advance for the selected service option, which payment must reach OVINE prior to the account expiry date. OVINE reserves the right to withhold access for overdue accounts, while the “”CUSTOMER”” shall continue to be liable for the service until the conditions of notice of termination are fulfilled. Direct debit payments may be processed up to 10 (ten) days prior to account expiry date in order to allow time to resolve any difficulties, which may arise.
7.5 There is a R50-00 failed/dishonoured debit order fee will be charged for any of the relevant BankServ bank codes that describe failed/dishonoured debit orders. The Fee is to cover all costs related to recovering and restoring the “”CUSTOMER”” account to good standing with “OVINE”.
8. TERMINATION OF SERVICE
8.1. The “CUSTOMER” shall accept full responsibility for all reasonable abortive costs and expenses incurred by “OVINE” in terms of this “Agreement” and undertakes to pay the costs to “OVINE”, should the “CUSTOMER” cancel the order for the provision of the Service(s), as set out in the “Order Form”, after the “Effective Date” of this “Agreement” as set out in clause 4.2 or effect any changes regarding the installation of the Service(s).
8.2. Should the “CUSTOMER” terminate this “Agreement” , in respect of any of the Service(s) listed in the Order Form attached hereto, prior to the expiry of the “Agreement” , the “CUSTOMER” shall be obliged to pay on “OVINE”’s demand the full outstanding rental payable for the remaining period of this “Agreement” , which amount shall be due and payable upon rendering of an statement by “OVINE”.
8.3. “OVINE” may terminate this agreement and suspend services should the “CUSTOMER” fail to pay in full the fees set out in the order form.
Amounts outstanding after the due date will be charged at the interest rate of prime + 5% per annum compounded daily.
8.4. Excluding planned maintenance, should the “CUSTOMER” experience an outage of more than 240 hours from when a fault is logged with “OVINE” the “CUSTOMER” may terminate this “Agreement” immediately and without penalty.
8.5 As stated in Point 4.3 above, either party may terminate services by providing the other party 3 months written notice. This point applies to normal circumstances. “OVINE” has the sole right to determine the criteria for normal circumstances and not.
8.6 in the case of abnormal circumstances, “OVINE” has the sole right to cancel services immediately and remove equipment immediately.
9. SERVICE LEVEL AGREEMENT:
9.1. “OVINE” provides a Business Hour and a 24/7 “SLA” service to customers (extra charges may apply):
9.1.1. Business Hour “SLA” “CUSTOMER”’s earn an automatic rebate on their Monthly Rental charges for every minute that services are unavailable during business hours (7am – 7pm);
9.1.2. 24/7 “SLA” “CUSTOMER”’s earn an automatic rebate on their Monthly Rental charges for every minute that Wi-Fibre services are unavailable each month.
9.2. The “SLA” rebate is calculated as the total minutes of downtime each month expressed as a percentage of the total minutes in that month.
i.e. The rebate equals the number of minutes downtime, times the monthly rental charge, divided by the total minutes in the month.
9.3. The “SLA” rebate is automatically deducted from the next month’s billing.
9.4 On Best effort packages, internet speeds cannot be guaranteed.
10. CONFIDENTIALITY
10.1. “OVINE” and the “CUSTOMER” to the extent of their contractual and lawful right to do so will exchange proprietary or confidential information as reasonably necessary for each to perform its obligations under this “Agreement” and for the “CUSTOMER” to avail itself of the service rendered by “OVINE” under this “Agreement” . All information relating to this “Agreement” provided by either Party to the other, whether oral or written, and when identified as confidential or proprietary in writing, is hereby deemed to be confidential and proprietary information (“Proprietary Information”).
10.2. A Party receiving Proprietary Information pursuant hereto (the “Receiving Party”) will not, without the prior written consent of the Party disclosing such information (the “Disclosing Party”) disclose any portion of the Proprietary Information to any persons or entities other than the employees and consultant of the Receiving Party (and “OVINE”’s subcontractors) who reasonably need to have access to the Proprietary Information in connection with the purposes of this “Agreement” and who have agreed to protect Proprietary Information as though they were a Party to this “Agreement” .
11. FORCE MAJEURE
11.1. If either Party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this “Agreement” from any cause beyond the reasonable control of that Party, including without limitations, acts of God, civil commotion, riots, insurrection, lock-outs, acts of government, fire, theft, explosion, the elements, epidemics, governmental embargoes or like causes, the Party so affected shall be relieved of its obligations, temporary or permanent, hereunder during the period of such events and its consequences, but only to the extent so prevented and shall not be liable for any delay or failure in the performance of any obligations hereunder or loss or damage either general, special or consequential which the other Party may suffer due to or resulting from such delay or failure provided always that written notice shall within twenty four (24) hours of the occurrence constituting such an event (force majeure) be given of any such inability to perform by the affected Party and provided further that the obligation to give such notice shall be suspended to the extent necessitated by such force majeure.
11.2. The Parties hereby agree that should force majeure last more than fourteen (14) days, the Party who has not invoked force majeure to excuse any non-performance of its obligations may terminate this “Agreement” by giving ten (10) days written notice to the other.
12. DOMICILIUM CITANDI ET EXECUTANDI
The Parties hereby accept their addresses as more fully set out on the Order Form as their domicilium citandi et executandi addresses for all matters in connection with this “Agreement” and for the service of any legal processes. Either of the Parties may change its address provided that the Party doing so gives fourteen (14) days written notice to the other prior to such change.
13. ASSIGNMENT
13.1. In the event that “OVINE” or “OVINE”’s assets are acquired by another company (“The acquiring company”) the “CUSTOMER” will remain bound to this “Agreement” and the Acquiring Company will assume all of “OVINE”’s responsibilities and obligations as set out in this contract.
13.2. With the exception of 13.1, neither party may sell, assign, cede or transfer this “Agreement” or any rights in terms of this “Agreement” or any portion thereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
13.3 The “”CUSTOMER”” may NOT enter into any sales agreement or negotiate on behalf of “OVINE” with another prospective or existing “CUSTOMER” or SUPPLIER of “OVINE”.
13.4 The “”CUSTOMER”” shall not, without the express written permission of OVINE ISP resell or make available to any third party such services as they might receive from OVINE.
14. REFERRAL MANAGEMENT
14.1 “OVINE” encourages positive word of mouth referrals by “”CUSTOMER”S”. By signing this agreement, you agree to give positive word of mouth referrals where applicable.
14.2 “OVINE” would like to portray significant “”CUSTOMER”” market share and “CUSTOMER” satisfaction in the market. By signing this agreement, the “”CUSTOMER”” gives permission and agrees to receive referral contact from prospective “”CUSTOMER”S” of “OVINE”. Contact may be in the form of person, telephone call or e-mail.
14.3 “OVINE” does not explicitly have control over prospective “”CUSTOMER”” behaviour and cannot be held liable for any referral management that may offend or intrude on the “”CUSTOMER”” `s privacy.
15. NO WAIVER
Failure by either Party to exercise any rights under this “Agreement” in one or more instances will not constitute a waiver of such rights in any other instance. Waiver by such Party of any default under this “Agreement” will not be deemed a waiver of any other default. No alteration or modification of any provision of this “Agreement” will be deemed a waiver of any other default.
16. APPLICABLE LAW
The terms and conditions of this “Agreement” and Annexes attached hereto, shall be determined in accordance with the laws of the Republic of South Africa.
17. VAT
Prices on business products exclude VAT. Pricing on WI-FIBRE include VAT.
18. DAMAGED EQUIPMENT
Warranty faults or failures on equipment supplied by OVINE, will be replaced at OVINE’s expense. Equipment must be returned to OVINE for evaluation.
Costs for faults or breakages other than the aforementioned will be for the customer’s account.
19. ENTIRE AGREEMENT
This “Agreement” constitutes the entire “Agreement” between the Parties and supersedes any prior written or oral agreement or understanding with respect to the subject matter hereof. No interpretation, amendment, or change to this “Agreement” will be effective unless made in writing and signed by both Parties.