Introduction

 

These terms and conditions, referred to as the “Agreement”, govern the use of services and products provided by Inovi Tel (Pty) Ltd or any other related company or affiliate of Inovi Tel (Pty) Ltd to its customers.

You may be bound by additional contracts related to your relationship with us or any products or services that you receive from us. If any provisions of the additional contract conflict with any provisions of these Terms, the provisions of these additional contracts will control and prevail.

Binding

 

By registering with, accessing, or otherwise using this website, you hereby agree to be bound by the Terms and conditions set forth below. The mere use of this website implies the knowledge and acceptance of these Terms and conditions. In some particular cases, we can also ask you to explicitly agree.

Electronic communication

 

By using this website or communicating with us by electronic means, you agree and acknowledge that we may communicate with you electronically on our website or by sending an email to you, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement, including but not limited to the requirement that such communications should be in writing.

Intellectual property

 

We or our licensors own and control all of the copyright and other intellectual property rights in the website and the data, information, and other resources displayed by or accessible within the website.

4.1 All rights are reserved

Unless specific content dictates otherwise, you are not granted a license or any other right under Copyright, Trademark, Patent, or other Intellectual Property Rights. This means that you will not use, copy, reproduce, perform, display, distribute, embed into any electronic medium, alter, reverse engineer, decompile, transfer, download, transmit, monetize, sell, market, or commercialize any resources on this website in any form, without our prior written permission, except and only insofar as otherwise stipulated in regulations of mandatory law (such as the right to quote).

Newsletter

 

Notwithstanding the foregoing, you may forward our newsletter in electronic form to others who may be interested in visiting our website.

Third-party property

 

Our website may include hyperlinks or other references to other parties’ websites. We do not monitor or review the content of other parties’ websites that are linked to this website. Products or services offered by other websites shall be subject to the applicable Terms and Conditions of those third parties. Opinions expressed or material appearing on those websites are not necessarily shared or endorsed by us. We will not be responsible for any privacy practices or content of these sites. You bear all risks associated with the use of these websites and any related third-party services. We will not accept any responsibility for any loss or damage in whatever manner, however, caused, resulting from your disclosure to third parties of personal information.

Responsible use

 

By visiting our website, you agree to use it only for the purposes intended and as permitted by these Terms, any additional contracts with us, and applicable laws, regulations, and generally accepted online practices and industry guidelines. You must not use our website or services to use, publish or distribute any material which consists of (or is linked to) malicious computer software; use data collected from our website for any direct marketing activity, or conduct any systematic or automated data collection activities on or in relation to our website. Engaging in any activity that causes, or may cause, damage to the website or that interferes with the performance, availability, or accessibility of the website is strictly prohibited.

Idea submission

 

Do not submit any ideas, inventions, works of authorship, or other information that can be considered your own intellectual property that you would like to present to us unless we have first signed an agreement regarding the intellectual property or a non-disclosure agreement. If you disclose it to us absent such written agreement, you grant us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate, and distribute your content in any existing or future media.

Termination of use

 

We may, in our sole discretion, at any time modify or discontinue access to, temporarily or permanently, the website or any Service thereon. You agree that we will not be liable to you or any third party for any such modification, suspension or discontinuance of your access to, or use of, the website or any content that you may have shared on the website. You will not be entitled to any compensation or other payment, even if certain features, settings, and/or any Content you have contributed or have come to rely on, are permanently lost. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

Warranties and liability

 

Nothing in this section will limit or exclude any warranty implied by law that it would be unlawful to limit or to exclude. This website and all content on the website are provided on an “as is” and “as available” basis and may include inaccuracies or typographical errors. We expressly disclaim all warranties of any kind, whether express or implied, as to the availability, accuracy, or completeness of the Content. We make no warranty that: this website or our content will meet your requirements; this website will be available on an uninterrupted, timely, secure, or error-free basis. Nothing on this website constitutes or is meant to constitute, legal, financial or medical advice of any kind. If you require advice you should consult an appropriate professional. The following provisions of this section will apply to the maximum extent permitted by applicable law and will not limit or exclude our liability in respect of any matter which it would be unlawful or illegal for us to limit or to exclude our liability. In no event will we be liable for any direct or indirect damages (including any damages for loss of profits or revenue, loss or corruption of data, software or database, or loss of or harm to property or data) incurred by you or any third party, arising from your access to, or use of, our website. Except to the extent any additional contract expressly states otherwise, our maximum liability to you for all damages arising out of or related to the website or any products and services marketed or sold through the website, regardless of the form of legal action that imposes liability (whether in contract, equity, negligence, intended conduct, tort or otherwise) will be limited to the total price that you paid to us to purchase such products or services or use the website. Such limit will apply in the aggregate to all of your claims, actions and causes of action of every kind and nature.

Privacy

 

To access our website and/or services, you may be required to provide certain information about yourself as part of the registration process. You agree that any information you provide will always be accurate, correct, and up to date. We have developed a policy to address any privacy concerns you may have. For more information, please see our Privacy Statement and our Cookie Policy.

Accessibility

 

We are committed to making the content we provide accessible to individuals with disabilities. If you have a disability and are unable to access any portion of our website due to your disability, we ask you to give us a notice including a detailed description of the issue you encountered. If the issue is readily identifiable and resolvable in accordance with industry-standard information technology tools and techniques we will promptly resolve it.

Export restrictions / Legal compliance

 

Access to the website from territories or countries where the Content or purchase of the products or Services sold on the website is illegal is prohibited. You may not use this website in violation of export laws and regulations of the Republic of South Africa.

Assignment

 

You may not assign, transfer or sub-contract any of your rights and/or obligations under these Terms and conditions, in whole or in part, to any third party without our prior written consent. Any purported assignment in violation of this Section will be null and void.

Breaches of these Terms and conditions

 

Without prejudice to our other rights under these Terms and Conditions, if you breach these Terms and Conditions in any way, we may take such action as we deem appropriate to deal with the breach, including temporarily or permanently suspending your access to the website, contacting your internet service provider to request that they block your access to the website, and/or commence legal action against you.

Indemnification

 

You agree to indemnify, defend and hold us harmless, from and against any and all claims, liabilities, damages, losses and expenses, relating to your violation of these Terms and conditions, and applicable laws, including intellectual property rights and privacy rights. You will promptly reimburse us for our damages, losses, costs and expenses relating to or arising out of such claims.

Waiver

 

Failure to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision.

Language

 

These Terms and Conditions will be interpreted and construed exclusively in English. All notices and correspondence will be written exclusively in that language.

Entire agreement

 

These Terms and Conditions, together with our privacy statement and cookie policy, constitute the entire agreement between you and Inovi Tel (Pty) Ltd in relation to your use of this website.

Updating of these Terms and conditions

 

We may update these Terms and Conditions from time to time. It is your obligation to periodically check these Terms and Conditions for changes or updates. The date provided at the beginning of these Terms and Conditions is the latest revision date. Changes to these Terms and Conditions will become effective upon such changes being posted to this website. Your continued use of this website following the posting of changes or updates will be considered notice of your acceptance to abide by and be bound by these Terms and Conditions.

Choice of Law and Jurisdiction

 

These Terms and Conditions shall be governed by the laws of South Africa. Any disputes relating to these Terms and Conditions shall be subject to the jurisdiction of the courts of South Africa. If any part or provision of these Terms and Conditions is found by a court or other authority to be invalid and/or unenforceable under applicable law, such part or provision will be modified, deleted and/or enforced to the maximum extent permissible so as to give effect to the intent of these Terms and Conditions. The other provisions will not be affected.

SMS Terms

 

By providing your mobile phone number and agreeing to receive text messages from us, you agree to the following terms:

Consent to SMS: By providing your mobile phone number, you consent to receive text messages from us related to our services.

Costs and frequency: We do not charge fees for text messages sent by us. The frequency of text messages may vary depending on the services requested.

Opt-out options: You have the option to unsubscribe from receiving text messages by sending a text message with the word “STOP” to our messaging number.

Contact information

 

This website is owned and operated by Inovi Tel (Pty) Ltd. You may contact us regarding these Terms and Conditions through our contact page.

Master Service Agreement

 

This Master Service Agreement (the “Agreement”) is between Inovi Tel (Pty) Ltd, a South African company (“Inovi Tel (Pty) Ltd”, “we”, “our”, and “us”) and the customer identified on the signature page hereto (“Customer”, “you”, and “your”). Inovi Tel (Pty) Ltd and you may be referred to herein individually as a “Party” and collectively as the “Parties”. The Parties hereby agree as follows:

Inovi Tel (Pty) Ltd will provide you with Services (as defined below) pursuant to the terms of this Agreement. The Parties hereby agree that this Agreement shall consist of the following: (a) the Agreement; (b) any exhibit, schedule, or attachment hereto (each, an “Attachment”); (c) each applicable service order (“Service Order”) which details the specific service(s) to be offered (each Service Order constitutes a separate agreement for the purchase and sale of Service to be provided to you by Inovi Tel (Pty) Ltd, the provision and use of which will be subject to this Agreement); and (d) the Terms and Conditions of Service (the “T&C”) which may be found at the company’s website. The T&Cs are specifically incorporated into this Agreement by reference as if copied verbatim herein. The T&Cs may be modified periodically at Inovi Tel (Pty) Ltd’s sole discretion; no such modification shall nullify the effectiveness of this Agreement. In the event of any conflict, the following order of precedence shall apply: (1) the Service Order(s); (2) the Attachment(s); (3) the Agreement; and (4) the T&Cs.

 

1. Term

 

This Master Services Agreement (“Agreement”) shall have an initial term of one (1) month (“Initial Term”) starting from the Effective Date. Upon expiration of the Initial Term, this Agreement shall automatically renew for consecutive additional periods of one (1) month each (“Renewal Term”) unless terminated by either Party. The termination notice shall be provided in writing and shall be given at least thirty (30) days prior to the expiration of the current term in effect. The Initial Term and any Renewal Terms shall be collectively referred to as the “Term”.

Notwithstanding the above, Inovi Tel (Pty) Ltd, at its sole discretion, may terminate this Agreement by giving Customer a written notice of such election. In such event, the Effective Date of termination shall be thirty (30) days from the date of such notice. It is expressly understood that Inovi Tel (Pty) Ltd’s right to terminate this Agreement shall be in addition to any other remedies available to Inovi Tel (Pty) Ltd, whether at law or in equity and shall not prejudice or limit Inovi Tel (Pty) Ltd’s right to take any other action available to it.

DESCRIPTION OF SERVICES

 

1.1 General Description. Inovi Tel (Pty) Ltd provides Voice over Internet Protocol (“VoIP”) services, which include local, nationwide, and international calling. Additionally, Inovi Tel (Pty) Ltd offers hosted billing services as a secondary service. The Services consist of a combination of software solutions, products, networks, services, and hosting facilities. Inovi Tel (Pty) Ltd may periodically add, modify, or delete features or advanced features to its Voice Services at its sole discretion.

1.2 VoIP Services. Inovi Tel (Pty) Ltd’s Voice Service is a premium voice communication service that uses Internet Protocol (“IP”) technology to carry voice communication over high-speed internet access, also known as broadband internet service. The Voice Service is distinct from standard Local, Local Toll, and Long-Distance services. Inovi Tel (Pty) Ltd’s Voice Service does not support 0+ calling, collect, third-party billing, or calling card calling. Furthermore, Inovi Tel (Pty) Ltd’s Voice Service may not support 900, e911, 911, 411, 311, 511, and/or other x11 services in one or more (or all) service areas. Inovi Tel (Pty) Ltd’s Voice Service does not connect calls to phone numbers in Area Code/Prefix combinations used by third-party Reverse Billing Services. Inovi Tel (Pty) Ltd may remotely access the Customer’s VoIP devices and network to enable compatibility with the Voice Services provided herein.

1.3 Regulatory Treatment. Inovi Tel (Pty) Ltd’s Voice Service is subject to different regulatory treatment than telephone service, and this treatment may limit or otherwise affect the Customer’s rights of redress before Federal, State, or Provincial telecommunications regulatory agencies. The Customer acknowledges and agrees that Inovi Tel (Pty) Ltd is not a telephone service provider.

1.4: SERVICE CONSTRAINTS. The Client acknowledges and agrees that the Services are contingent on ongoing availability. The Client further acknowledges and agrees that the Company reserves the right, at its sole reasonable discretion, to not offer a Service in or to any specific jurisdiction, location, or country, or to restrict Services to or from any particular jurisdiction, location, or country.

The Client acknowledges and agrees that the Service: (i) is not designed to serve as an End User’s primary phone service, such as conventional landline or mobile phone service; (ii) may not be compatible with all types of communication devices; (iii) may be subject to distinct regulatory approaches compared to other similar services, which could impact End Users’ rights and responsibilities when dealing with regulatory agencies and other government entities.

2. Billing and Fees

 

2.1 Payment Authorization: By subscribing to Inovi Tel (Pty) Ltd services, you authorize us to collect payment, including Early Termination Fees, late fees, check return fees, recovery fees, and other outstanding charges, from your payment method. This authorization will remain valid for 30 calendar days after you terminate our authority to charge your payment method.

2.2 Fees: The fees for our services are detailed in our Rate Decks, which are incorporated herein by reference. You are responsible for selecting a Rate Deck that meets your needs from the available options. Certain fees and charges associated with our services will be outlined in each service’s respective Order Form or other policies or rate decks we furnish from time to time, all of which may be amended by Inovi Tel (Pty) Ltd at its sole discretion. We reserve the right to modify any fees and/or rates with seven (7) days notice.

2.3 Payment Disputes: If you dispute an invoice, you must pay the undisputed amounts and provide written notice of the disputed amounts. Failure to dispute a charge within a 30-day period constitutes an irrevocable waiver of your right to dispute the charge unless otherwise provided by law. We will attempt to resolve the dispute in good faith for 30 days from the notice. If any charges remain in dispute at the end of the 30-day period, you must pay the full amount due within 10 days, or we may exercise any available remedies for breach (without regard to any further notice requirement or opportunity for cure under this Agreement, which shall be deemed waived).

2.4 Non-Payment: If you fail to deliver full payment for all billed charges by the due date, we may restrict, suspend, or terminate your use of the services. We may also apply any deposits or other payments made by you. If we restrict, suspend, or terminate your services, we may, at our sole discretion, choose to restore your services prior to the payment of all charges due. Such restoration shall not be construed as a waiver of our right to receive full payment for all charges due or again restrict, suspend or terminate the Services at any time for non-payment of unpaid charges.

2.5 Credit Card & ACH Payment Terms: If you are paying by credit card, you authorize Inovi Tel (Pty) Ltd to charge the credit card indicated in the authorization form according to the terms outlined in this agreement. The authorization will remain in effect until you cancel it in writing. You agree to notify us in writing of any changes in the account information or termination of this authorization at least 15 days prior to the next billing date. Credit cards by default will be charged on the 1st business day of each month or other mutually agreed-to billing cycle. Charges will be for the full amount due for services provided by Inovi Tel (Pty) Ltd. No prior-notification will be required.

2.6 Penalties and Fines: Inovi Tel (Pty) Ltd may enforce fines and penalties and terminate the customer’s account if found to be phishing, spoofing CLID, or providing unacceptable responses to Tracebacks or complaints. There are also penalties or additional fees for chargebacks. The following fees apply:

Description Amount
Tracebacks R 2 899.00 per ITG Traceback
Spoofing R 8 743.00 for any instance of CLID spoofing using mobile numbers, DIDs that belong to another party, unassigned DIDs, and aggressively using rural numbers
Late Fees 5% of the outstanding balance, compounded monthly
Reactivation Fees R 520.00 for each reactivation of suspended account due to non payment
Chargeback fee R 1356.00 if a payment was chargebacked with your method of payment including all amounts due due to usage.
Port-outs $180.00 per number you port out of Inovi Tel (Pty) Ltd’s network

2.7 Monthly Service Fees: Inovi Tel (Pty) Ltd will issue a monthly invoice for the services provided to the Customer on the 1st day of each calendar month. The monthly bill will include various charges, which may include activation fees, monthly service fees, local and international voice call charges, advanced feature charges, addon products, taxes. The monthly service fee will be charged in advance according to the applicable Service Order, along with applicable taxes and surcharges. Usage-based charges will be billed monthly in arrears, and any other charges that Inovi Tel (Pty) Ltd decides to bill in arrears will also be included in the monthly bill. Inovi Tel (Pty) Ltd reserves the right to bill at more frequent intervals if necessary. Usage charges will be billed in increments that may be rounded up to the nearest minute, except as otherwise specified in the rate schedules.

2.8: RESELLING SERVICES. The Client has the option to resell or rebrand the Services to End Users (each action defined as a “Resale”). However, any Resale by an End User is strictly forbidden. In association with any Resale, the Client shall: (i) serve as the primary contact for its End Users; (ii) assume full responsibility for the Services’ usage by any End User; (iii) refrain from making any representations, warranties, or commitments to the End User on behalf of the Company; (iv) be solely accountable for ensuring that its End Users comply with all applicable laws and the Agreement’s terms; (v) be solely responsible for billing, collecting (including handling bad debts), and reporting and remitting all relevant taxes and surcharges. The Company shall not be liable to the Client’s End Users for its performance under the Agreement. The Client acknowledges that, upon an End User’s request, the Company may directly provide services to such End User, similar to those offered to the Client under the Agreement. If the Company ceases to provide a Service to the Client for any reason, the Client will be solely responsible for delivering the necessary notifications to its affected End Users. The Client is solely responsible for obtaining and maintaining, at its own expense, all required licenses, approvals, and regulatory authority for the use and operation of the Services. The Client agrees to provide any such documentation to the Company upon reasonable request.

3. Taxes

 

Inovi Tel (Pty) Ltd customers are responsible for paying all applicable federal, state, local, or other governmental sales, use, excise, public utility, or other taxes, regulatory fees, and charges. Inovi Tel (Pty) Ltd may pass through to customers taxes and fees owed by Inovi Tel (Pty) Ltd to the extent permissible by law. Any tax exemptions must be verified and approved by Inovi Tel (Pty) Ltd’s third-party tax consultant. During the validation process, the customer will be responsible for all taxes and fees incurred. The following table provides an overview of taxes, fees, and surcharges that may be applied to Inovi Tel (Pty) Ltd services:

Tax, Fee, or Surcharge Description
Federal Universal Service Fund (FUSF) A monthly, percentage-based surcharge established by the Federal Communications Commission (FCC) to support telecommunications and information services in schools, public libraries, and rural healthcare facilities; subsidizes local service for consumers with low incomes; and aids customers who live in areas where the costs of providing telephone service are high.
State Universal Service Fund Similar to the FUSF, a number of states have enacted their own universal service fund on a state level. Funding helps pay for services to low-income customers, customers with communication disabilities, and customers who reside in rural areas served by small or rural telecom providers where the costs of providing telephone service are high.
Long Distance Access Charge A monthly charge assessed to recover costs imposed by the Local Exchange Carriers furnishing access services for use with Inovi Tel (Pty) Ltd’s interexchange service.
Franchise Fee A monthly charge imposed by local jurisdictions and paid by the customer to help recover the costs associated with providing telephone service, including installation of underground conduit, outside telephone wires, and telephone poles.
Federal Excise Tax A percentage-based tax imposed by the IRS on standalone local telephone service and related features.
E911 Emergency System A surcharge imposed by local jurisdictions to fund the 911 Emergency Systems.
P.U.C. Tax A charge imposed by state telecommunications regulatory agencies on users of regulated services, which is used to finance the operational costs of the state regulatory agency.
Sales Tax A tax imposed by nearly all states, counties, and districts, on the sale of various goods and services for use or consumption.
Access Recovery Charge (ARC) A percentage-based charge implemented to recover a portion of the access charges imposed by local exchange carriers (LECs).
Federal Regulatory Fee A monthly charge assessed on interstate and international charges that allows Inovi Tel (Pty) Ltd to recover costs imposed by the Federal Government for Telecommunications Relay Services for the hearing-impaired and national number administration.
Gross Receipts Tax A tax on the privilege of doing business in the state measured by gross receipts received from business done in the state.
Administrative and Carrier Cost Recovery Fee A fee that allows Inovi Tel (Pty) Ltd to recover administrative and carrier costs.
VAT Value Added Tax which applies to EEA based customers that don’t have are not exempt based on EU Reverse charge rules.

4. Fraud & Prohibited Conduct

 

Inovi Tel (Pty) Ltd provides SIP trunking, DID, and international voice services to customers. The services are accessible via the Internet using Inovi Tel (Pty) Ltd-provided credentials, and customers are responsible for securing their credentials. Inovi Tel (Pty) Ltd is not responsible for fraudulent or unauthorized use of the services. Customers are responsible for all charges and costs associated with their accounts, and Inovi Tel (Pty) Ltd may take necessary actions to prevent fraudulent usage. The services cannot be used for any abusive, threatening, fraudulent, or illegal purposes, including but not limited to robocalling, auto-dialing, transmitting pornographic or obscene material, and violating FTC’s Telemarketing Sales Rule. Customers must provide necessary security equipment and apparatuses to prevent fraudulent or unauthorized use of the services.

4.1 Prohibited Conduct: Customers and their subscribers are strictly prohibited from using Inovi Tel (Pty) Ltd services for any improper, criminal, or abusive purposes, including but not limited to attempts at phishing, gaining access to financial information improperly, and making calls to numbers on a government Do Not Call List. Customers and their subscribers are also prohibited from using the services for fraudulent purposes or to avoid paying for the services. The services cannot be used in a manner that interferes with, disrupts, or presents a risk to the services, network, software, property, or security of Inovi Tel (Pty) Ltd, its customers, its third-party vendors, or other third parties. The services also cannot be used in a manner that results in usage inconsistent with Inovi Tel (Pty) Ltd’s expectations or the purpose for which Inovi Tel (Pty) Ltd is providing the services. Furthermore, the services cannot be used for illegal robocalling or autodialing, transmitting pornographic or obscene material, or violating this agreement or Inovi Tel (Pty) Ltd’s policies.

4.2 Fraud: Customers are solely responsible for all charges incurred in connection with their accounts, whether authorized, unauthorized, fraudulent, or otherwise. Inovi Tel (Pty) Ltd has no duty to investigate the authenticity of usage charged to Customer’s account, take action to prevent fraudulent usage, or be liable for any fraudulent usage billed to Customer’s account. If Customers become aware of stolen or fraudulently used services, they must immediately notify Inovi Tel (Pty) Ltd in writing or by calling Inovi Tel (Pty) Ltd customer care. Until stolen or fraudulent use of services is reported, customers are responsible for all usage charges attributable to their accounts, even if incurred as the result of fraudulent or unauthorized use by third parties. Customers are solely responsible for securing all passwords and access numbers to prevent unauthorized access to the services by third parties. Inovi Tel (Pty) Ltd may take necessary actions, including blocking access to particular calling numbers or geographic areas, without notice to the customer, to prevent fraudulent usage. Customers acknowledge and agree to save, defend, indemnify, and hold Inovi Tel (Pty) Ltd harmless from all claims, costs, liabilities, and damages arising out of such fraudulent or unauthorized use.

5. Cancellation of Services

 

Either Inovi Tel (Pty) Ltd or the Subscriber can cancel the Voice Service. Inovi Tel (Pty) Ltd may discontinue the service, block access to the Inovi Tel (Pty) Ltd network, and cancel the account without any responsibility and notice to prevent or protect against fraud or to protect Inovi Tel (Pty) Ltd’s personnel, agents, facilities, or services. Inovi Tel (Pty) Ltd can take such action if:

(a) the Subscriber breaches any terms of this agreement, including the Acceptable Use Policy; (b) the Subscriber’s usage of the service is against the law or disruptive, adversely impacting or causing a malfunction to the Service, Inovi Tel (Pty) Ltd’s servers or other equipment, or the use and enjoyment of other users; (c) the Subscriber acts in an abusive or menacing manner when dealing with Inovi Tel (Pty) Ltd’s technical support staff, Subscriber service staff, or any other Inovi Tel (Pty) Ltd employees or representatives; (d) Inovi Tel (Pty) Ltd receives an order from a court of competent jurisdiction to terminate a Subscriber’s Service; or (e) Inovi Tel (Pty) Ltd for any reason ceases to offer the Service, then Inovi Tel (Pty) Ltd may terminate or suspend such Subscriber’s Service immediately without notice. For a termination in accordance with this paragraph, Subscriber remains liable for all unpaid fees and other charges accrued or otherwise payable under the terms of this Agreement, including without limitation the equipment charges set forth herein, if applicable.

Subscriber may terminate this agreement at any time by providing a 60 days notice to Inovi Tel (Pty) Ltd with a written termination request that includes the account number, main username, date of cancellation, and is submitted using one of the following approved methods:

VIA EMAIL: support@inovi.co.za.

The thirty-day written notice period begins on the date Inovi Tel (Pty) Ltd receives Subscriber’s valid written termination request. Even after termination, Services will remain in effect until the effective date of termination, and the terms of this agreement and applicable Service Orders will continue to apply to such services. Please refer to corresponding service exhibits for information regarding cancellation and termination fees. Subscriber must discontinue using all Inovi Tel (Pty) Ltd services, including telephone numbers, log-ins, voicemail access numbers, or any web portal sites provided for Inovi Tel (Pty) Ltd subscribers, upon termination or cancellation of Services. Cancelling the service will also result in the cancellation of any ancillary services provided by Inovi Tel (Pty) Ltd.

Inovi Tel (Pty) Ltd may refuse to accept a Subscriber’s application for renewal or re-subscription following the termination or suspension of such Subscriber’s use of the Service at Inovi Tel (Pty) Ltd’s sole discretion. Upon termination of a Subscriber’s use of the Service, Inovi Tel (Pty) Ltd has the right to immediately delete all data, files and other information stored in or for the Subscriber’s account without further notice to the Subscriber.

6. Emergency Services and Accessibility

 

6.1 Voice over Internet Protocol (VoIP) and 911 Services. VoIP services allow you to make or receive telephone calls over the Internet to or from the public switched telephone network similar to traditional telephone service, yet there are important distinctions that the user needs to be aware of. This notification should be deemed actual notice of these critical distinctions. The customer acknowledges and agrees that differences exist between traditional telephone service and IP-based voice services and that the emergency calls may be handled differently than emergency calls placed with traditional telephone service. Customer expressly consents to the limitations of the E911/911 services, including without limitation, those described herein, and may consider alternate means for accessing traditional emergency services.

6.2 Customer Responsibilities. Customer acknowledges that the E911/911 services may not be available in the event of a power failure, fraudulent use, failure of Customer’s equipment, service outage, or network or Internet congestion or outage, and Customer accepts the responsibility of confirming that its users have the means to make emergency calls in such circumstances. Customer further acknowledges and agrees that the E911/911 services rely on the networks, products, services and operations of third parties, including telecommunications carriers and Public Safety Answering Points (“PSAP”), and the Company is not responsible for the acts or omissions of any such third parties. Customer also agrees to notify its users of the nature and limitations of the E911/911 services as described in this Notification. The Company will not be liable for any loss or damage (financial or otherwise) where Customer fails to do so.

6.3 Provision of E911/911 Services. The provision of E911/911 shall be conditioned on Customer providing the Company with accurate location data, call back number, valid address or any other information required and requested by the Company in order to provide the E911/911 services. Customer shall provide this information in a timely manner and in a format required or requested by the Company. Customer shall update this information whenever necessary to reflect changes. The Parties understand and acknowledge that should Customer fail to provide any such information, the Company may not be able to provide the E911/911 services, in whole or in part. Customer agrees to release indemnify and defend the Company and all of its affiliates, subsidiaries, employees, shareholders, agents, vendors, and representatives from any and all claims that may arise from Customer’s failure to satisfy this section including resulting from the failure of Customer to provide a correct or updated address to the Company.

6.4 Limitation of Liability. Customer acknowledges and agrees that the Company, its affiliates, directors, officers, employees, agents, underlying local provider(s) or other public or private agencies and any third party providers will not be liable for any injury, death or damage to persons or property, or any other claim arising directly or indirectly out of, or relating in any way to the E911/911, including without limitation any inability on the part of the Customer or a user to access the E911/911 service, except to the extent such claims or causes of action arose from the Company’s gross negligence, recklessness or wilful misconduct.

6.5 IP Desk Phones and Soft Phones. With traditional PSTN services, your 911 call is routed to the appropriate local PSAP based on your automatically generated location information. For E911/911 services provided in the United States of America, the Customer affirmatively acknowledges (and agrees to maintain similar affirmative acknowledgements from its End Users) that the Company does not provide traditional E911/911 services and that the services are subject to the following limitations:

  1. a) Emergency Service Personnel May Lack Automatic Access to Caller’s Number or Location. Unlike conventional 911 services, when a Customer’s End User contacts 911 using IP Desk Phones or Soft Phones, the emergency responders may not have immediate access to the caller’s phone number or physical address. End Users may need to inform the emergency responders about the nature of the emergency, provide their phone number, and describe their location. If the call gets disconnected for any reason, emergency responders may be unable to return the call or identify the location.
  2. b) Incorrect Service Address Registration May Lead to Misdirected Emergency Calls. If a Customer or End User provides a wrong physical address, emergency calls may be directed to an inappropriate emergency service provider. This situation may prevent emergency responders from addressing the emergency, transferring the call to the correct emergency center, or providing any assistance.
  3. c) Mismatched Telephone Numbers and Geographic Locations Can Result in Emergency Call Issues. Emergency service personnel cannot accurately determine a location through the Company’s system, so it is crucial to keep the location registration up-to-date. For instance, if an End User uses their telephone equipment in Virginia with a 703 area code but has an assigned number with a 212 area code (associated with New York City), dialing 911 may not connect them with any emergency personnel. Even if they manage to reach emergency personnel, it may not be the appropriate emergency service for their actual location, and the responders may be unable to transfer the call, address the emergency, or offer any help.
  4. d) Moving Equipment Without Updating the Registered Location May Lead to Emergency Call Issues. It is essential to accurately register the location of IP Desk Phones or Soft Phones every time they are relocated. If the equipment is moved without updating the registered location, a 911 call may fail to connect to any emergency personnel. Even if the call reaches emergency responders, they may not be the ones closest to the caller’s actual location if the location has not been updated, and the responders may be unable to transfer the call, address the emergency, or provide assistance.
  5. e) Failure to Re-register New Location or Calling 911 Within 48 Hours of Updating the Location May Cause Problems. It is crucial to accurately register the location of IP Desk Phones or Soft Phones whenever they are moved. Location updates may take up to 48 hours to be reflected in the Company’s records. During this time, calls may not connect with any emergency service provider or may reach the wrong emergency services provider.

6.6 High-Speed Internet Connection Required Subscriber understands, acknowledges, and agrees that:

  • Subscribers must have a high-quality, high-speed internet connection to use the services.
  • Inovi Tel (Pty) Ltd is not providing an internet connection for the subscribers.
  • Inovi Tel (Pty) Ltd does not control and is not responsible for:
    • Subscriber’s internet connection.
    • The quality of the Subscriber’s internet connection.
    • Any third-party products and/or services related to Subscriber’s internet connection.
    • Problems with the services that are caused by or related to Subscriber’s internet connection.

CRITICAL E911 NOTIFICATION

Voice over Internet Protocol (VoIP) in relation to 911 services is subject to certain limitations and differences when compared to traditional telephone services. By using VoIP services, the Subscriber expressly consents to these limitations and acknowledges the responsibility to confirm that they have the means to make emergency calls under various circumstances. The provision of E911/911 services depends on the Subscriber providing accurate location data, call back number, valid address, or any other information required and requested by the Company.

IP Desk Phones and Soft Phones have specific limitations when it comes to emergency calls. It is crucial for the Subscriber to provide accurate and up-to-date location information and be aware of potential issues with emergency calls, such as calls not reaching the correct emergency services or emergency personnel not being able to call back.

Emergency Services provided in the United States and Canada are subject to additional provisions and limitations. The Subscriber agrees to provide their End Users with appropriate notice or stickers that explain the limitations of E911/911 services. The Subscriber acknowledges that only certain dial digit plans are acceptable for the completion of emergency calls and that non-provisioned or improperly provisioned telephone numbers may result in additional fees.

In case of emergency calls from a mobile phone using the Inovi Tel (Pty) Ltd Service, the call will be routed to the mobile carrier, which will handle the provision of the 911 Services. It is essential to be aware of potential technical failures that may prevent successful 911 calls.

911 Connection Issues. There may be instances where 911 calls fail to connect due to specific technical issues, such as:

  1. a) Malfunction of system access equipment. b) Incorrect configuration settings. c) Power outages or disruptions. d) Telecommunication carrier disruptions. e) Termination or suspension of services as outlined in the agreement. f) Internet-related issues (including network congestion, loss, or deterioration of Internet services).

Due to the limitations of contacting 911 via VoIP, it is best practice to use a traditional phone service to call 911, where possible.

7. FAIR USE POLICY

 

The Fair Use Policy (FUP) applies to Metered Services and Unlimited Services offered by Inovi Tel (Pty) Ltd, including, but not limited to, unlimited calls or unlimited minutes or Metered Services with specific channel allowance. Inovi Tel (Pty) Ltd may enforce the FUP when, in its reasonable opinion, the Customer’s usage of Inovi Tel (Pty) Ltd’s Unlimited Services is excessive or unreasonable, as outlined below.

7.1 Fair Use excludes activities such as auto-dialing, constant call forwarding, telemarketing, and call centers as they create port-congestion and might impact every other customer of Inovi Tel (Pty) Ltd and thus they are forbidden.

7.2 Limitation of Liability: Inovi Tel (Pty) Ltd shall not be liable for any indirect, incidental, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with the enforcement of the Fair Use Policy, whether in an action in contract or tort, even if Inovi Tel (Pty) Ltd has been advised of the possibility of such damages.

7.3 If the Customer’s usage of Unlimited Services significantly exceeds estimated usage patterns over any month or is inconsistent with typical usage patterns, the Customer’s usage will be deemed excessive or unreasonable.

7.4 If the Customer’s usage is excessive or unreasonable, Inovi Tel (Pty) Ltd will notify the Customer of a breach of the FUP. The Customer will be asked to cease or modify their usage to comply with Inovi Tel (Pty) Ltd’s Fair Use Policy or be offered an alternative per-minute plan, where the FUP does not apply.

7.5 If the Customer’s excessive or unreasonable usage persists after receiving a request to cease or modify such usage, Inovi Tel (Pty) Ltd may, without further notice, apply per-minute charges to the Customer’s account for the excessive and/or unreasonable portion of usage; suspend, modify, or restrict the Customer’s use of the Services; or revoke the Customer’s access to the Services.

8. Limitation of Liability

 

8.1 Inovi Tel (Pty) Ltd Services. This Agreement governs the provision of Inovi Tel (Pty) Ltd’s SIP trunking, DID, and international voice services (“Services”) to the subscriber (“Subscriber”). Inovi Tel (Pty) Ltd provides the Services on an “as is” and “as available” basis, subject to the terms and conditions set forth in this Agreement.

8.2 No Guarantee of Uninterrupted Service. Inovi Tel (Pty) Ltd does not guarantee uninterrupted or error-free Services or the successful delivery of all attempted communications. Inovi Tel (Pty) Ltd does not warrant or represent that the Services will meet Subscriber’s requirements, specifications, expectations, or be timely, secure, or error-free. Subscribers acknowledge that the Services may be subject to limitations, delays, and other problems inherent in the use of communication facilities.

8.3 Subscriber’s Use of Services. Subscribers agree to use the Services lawfully and in compliance with all applicable laws, regulations, and Inovi Tel (Pty) Ltd policies. Subscribers are responsible for ensuring that their use of the Services does not interfere with Inovi Tel (Pty) Ltd’s ability to provide Services to other subscribers or any other person, or cause damage to Inovi Tel (Pty) Ltd’s network or systems.

8.4 Changes to Services. Inovi Tel (Pty) Ltd reserves the right to modify, update, or discontinue any aspect of the Services, in whole or in part, at any time and without notice to subscribers. Inovi Tel (Pty) Ltd will not be liable to subscribers or any third party for any modification, suspension, or discontinuance of the Services.

8.5 Equipment and Software. Equipment and software provided by Inovi Tel (Pty) Ltd to facilitate the use of the Services are offered on an “as is” and “as available” basis, without any warranty or representation. Inovi Tel (Pty) Ltd makes no warranty that the equipment and software will be free from defects, errors, or interruptions in service.

8.6 Limitation of Liability. To the maximum extent permitted under applicable law, neither Inovi Tel (Pty) Ltd, its affiliates, partners, nor any of their representatives shall be liable for any incidental, consequential, special, punitive, exemplary, or cover damages, loss of profits, revenues or goodwill, loss or corruption of data, business interruption, or delay in performance arising from or in connection with the Agreement or the Services provided thereunder. This limitation applies regardless of the cause of action, including but not limited to breach or repudiation of the contract, breach of warranty, negligence, tort, strict liability, or any other legal theory, and whether or not Inovi Tel (Pty) Ltd has been advised of the possibility of such damages. Inovi Tel (Pty) Ltd shall not be liable for loss of Subscriber’s data or if changes in operation, procedures, or Services require modification or alteration of Subscriber’s equipment or render it obsolete or affect its performance.

8.7 No Warranties. Except as expressly provided in this Agreement, Inovi Tel (Pty) Ltd disclaims all warranties related to the Services and equipment, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Inovi Tel (Pty) Ltd provides the Services, equipment, and software on an “as is” and “as available” basis without any warranty or representation.

8.8 Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are caused by events beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under this Agreement, provided that, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. In the event of such delay, the date of delivery or time for completion of performance will be extended for a period equal to the time lost by reason of the delay.

8.9 Indemnification. The Subscriber agrees to indemnify, defend, and hold harmless Inovi Tel (Pty) Ltd, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Subscriber’s use of the Services, any breach or alleged breach of this Agreement by the Subscriber, or any violation or alleged violation of any applicable law, rule, or regulation by the Subscriber.

8.10 Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Inovi Tel (Pty) Ltd is located, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve any dispute within thirty (30) days of the commencement of negotiations, either party may submit the dispute to binding arbitration or litigation, as agreed upon by the parties.

8.11 Entire Agreement. This Agreement, together with any Order Forms, schedules, or exhibits referenced herein or attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether written or oral, with respect to such subject matter.

8.12 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable law.

8.13 No Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is to be asserted. The failure of either party to enforce any provision of this Agreement at any time shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce such provision.

8.14 Assignment. The Subscriber may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Inovi Tel (Pty) Ltd, which consent may be granted or withheld at Inovi Tel (Pty) Ltd’s sole discretion. Inovi Tel (Pty) Ltd may assign or transfer its rights or obligations under this Agreement without the Subscriber’s consent.

8.15 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered, sent by email, or three (3) business days after being sent by registered or certified mail, postage prepaid, return receipt requested, to the addresses specified in this Agreement or to such other address as either party may designate by notice to the other party.

8.16 Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties. No amendment or modification of this Agreement shall be binding unless it is in writing and signed by both parties.

8.17 Independent Contractors. The relationship between Inovi Tel (Pty) Ltd and the Subscriber is that of independent contractors. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party shall have any authority to bind the other party in any respect, and neither party shall represent or imply that it has such authority.

8.18 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the applicable laws in the jurisdiction where the Agreement is being executed) or another transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

8.19 Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

8.20 Interpretation. In this Agreement, unless the context otherwise requires: (i) any reference to a statute, statutory provision or subordinate legislation shall be construed as including a reference to that statute, provision or subordinate legislation as from time to time amended, extended, replaced, consolidated or re-enacted; (ii) words importing the singular include the plural and vice versa, and words importing a gender include all genders; and (iii) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation.”

8.21 Force and Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions.

8.22 Force and Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

8.23 Survival. Any provision of this Agreement that, by its nature or terms, is intended to survive the termination or expiration of this Agreement, shall so survive, including, without limitation, Sections 4 (Payment Terms), 6 (Confidentiality), 7 (Intellectual Property Rights), 8.4 (Disclaimer of Warranties), 8.5 (Limitation of Liability), 8.8 (Indemnification), 8.9 (Governing Law and Dispute Resolution), and any other provision that, by its nature, should survive termination or expiration of this Agreement.

8.24 Entire Agreement. This Agreement, together with any schedules, exhibits, or other attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, or communications, whether oral or written, relating to the subject matter. Each party acknowledges that it has not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

Service Level Agreement (SLA)

 

This Service Level Agreement (SLA) outlines the expectations and commitments between Inovi Tel (Pty) Ltd and its customers regarding service quality.

 

General

 

Inovi Tel (Pty) Ltd is committed to maintaining high network and system quality and will make reasonable efforts to ensure that the quality of service provided meets industry standards, government regulations, and best business practices. However, this SLA does not cover outages caused by events outside of Inovi Tel (Pty) Ltd’s control, including customer-provided systems and hardware.

 

Changes to Service Level Agreement

 

This SLA can only be changed by Inovi Tel (Pty) Ltd and is subject to amendment at any time. Customers will be bound by any changes once they are posted on the Inovi Tel (Pty) Ltd website.

 

Service Availability Guarantee

 

An interruption period starts when a customer reports a service interruption by opening a trouble ticket and notifying Inovi Tel (Pty) Ltd of an outage. The interruption period ends when the service is restored to normal operation.

 

Credits

 

Inovi Tel (Pty) Ltd will issue a credit allowance for interruptions that result in a complete loss of service and last for more than 30 minutes, where inbound or outbound calling is affected by network elements directly under Inovi Tel (Pty) Ltd’s control.

Credit Total Outage Time
(1) One Day 30 – 59 Minutes
(2) Two Days 60 Minutes to 23 Hours + 59 Minutes
(7) Seven Days 24 Hours +

 

Credit Balance and Payment Process

 

Customers must request a credit by email within 15 business days following an outage. Credit allowances apply only to the affected portion of the service and will not be issued for the usage-sensitive part of the service. Credits are only available to customers who are in good financial standing and comply with Inovi Tel (Pty) Ltd’s Terms of Service. Inovi Tel (Pty) Ltd will investigate any outage, and the customer must fully cooperate with the Inovi Tel (Pty) Ltd Support Team during the investigation. Inovi Tel (Pty) Ltd will apply any earned credits within three billing cycles after verifying the outage.

 

Reporting Outages

 

Customers can report service interruptions by submitting a support ticket via telephone or email using the contact information on the Inovi Tel (Pty) Ltd website.

Email: help@inovi.co.za

Tel: 0106050911

 

Support During a System Outage

 

Inovi Tel (Pty) Ltd provides 24x7x365 support during system outages, with a maximum four-hour initial response time from the time a customer submits a trouble ticket. Hold times may be longer than usual during an outage. Customers can find updates on the status of an outage on the Inovi Tel (Pty) Ltd website at https://inovi.co.za

 

Credit Limitations

 

Credits applied to any billing period for outages cannot exceed the total monthly or weekly recurring charges (based on the customer’s billing cycle). Credits and non-cash remedies provided in this SLA are the customer’s only remedy for outages, and Inovi Tel (Pty) Ltd’s liability is limited to these credits. An outage does not constitute a breach of the contract for services in the customer agreement.

 

Exclusions

 

Inovi Tel (Pty) Ltd is not responsible for service interruptions caused by planned network outages, customer behavior, customer-provided equipment or facilities, acts of God, terrorism, or any other situation outside Inovi Tel (Pty) Ltd’s reasonable control. Customers are responsible for maintaining and supporting their own equipment, vendor products, and services. Inovi Tel (Pty) Ltd cannot repair outages caused by failures in customer-supplied infrastructure, including internet connectivity, hardware, software, and the premises wiring.

 

Customer Provided Infrastructure

 

To ensure that Inovi Tel (Pty) Ltd can provide reliable service, it’s essential that the customer’s infrastructure is up-to-date and functioning properly. Inovi Tel (Pty) Ltd cannot guarantee its services if there are issues with the customer’s internet connectivity, hardware, software, or premises wiring. In the event of an outage caused by any customer-supplied equipment or services, Inovi Tel (Pty) Ltd cannot be held responsible and will not repair the issue. Similarly, Inovi Tel (Pty) Ltd cannot be held responsible for any service disruptions or outages caused by network components outside of their control. Ultimately, it is the customer’s responsibility to maintain and support their own equipment and any third-party products or services that may impact Inovi Tel (Pty) Ltd’s ability to provide reliable service.