1.  DEFINITIONS
    • “Acceptance Date” means the date on which the customer accepted this agreement.
    • “Activation Date” means the date on which Inovi Tel will give the customer access to and/or enable the customer to use a product or service.
    • “Acceptable Use Policy” (AUP) means the policy, which is available on the Website and is incorporated by reference in this Agreement, that regulates the use of the services.
    • “Agreement” means this agreement entered into between the customer and Inovi Tel.
    • “Inovi Tel (Pty) Ltd” means Inovi Tel, Registration number 2021/890183/07.
    • “Business Day” means Monday to Friday but excludes Saturdays and a day which is an official public holiday in the Republic of South Africa.
    • Business Hours” means the hours between 08h00 and 17h00 on a Business Day.
    • “CPA” means the Consumer Protection Act, 2008.
    • “Customer” means a user or host of any Inovi Tel services.
    • “EC Act” means the Electronic Communications Act, 2005.
    • “ECT Act” means the Electronic Communications Act and Transactions Act, 2002.
    • “Equipment” means any device, equipment or hardware used to access the services or used in conjunction with the services.
    • “ICASA” means the Independent Communications Authority of South Africa.
    • “Juristic person” means a company or close corporation and includes a body corporate, partnership, association, or trust.
    • “NCA” means the National Credit Act, 34 of 2005.
    • “RICA” means the Regulation of Interception of Communications and Provision of Communication Related Information Act, 2002.
    • “Services” means any Inovi Tel internet access package and any other related internet services.
    • “VAT” means Value Added Tax as provided for in the Value Added Tax Act, 1991.
    • ” Website” means inovi.co.za

 

  1. DURATION, TERMINATION AND COOLING-OFF

 

  • The agreement will commence on the acceptance date and endure as per the order form signed by the customer.
  • A customer who wishes to terminate the services must give Inovi Tel a 30 (thirty) day notice.
  • Notwithstanding the termination of the agreement, in the event that the customer continues to use the services despite the termination of the agreement, the customer will remain liable for and promptly pay on demand all amounts that would have been due to Inovi Tel as a result of the use of or access to the services and this agreement shall be deemed to continue to apply until such time as all amounts due to Inovi Tel   have been paid in full.
  • In the event that the services applied for is not activated within 30 (thirty) days of the acceptance date due to an uncontrollable event, the agreement will automatically terminate

 

 

  1. NCA AND ECT ACT
    • Although the agreement is not a credit agreement as contemplated in the NCA, the customer’s application for a service or equipment may be subject to a credit referencing or risk assessment process. This means that Inovi Tel may utilize the information provided by the customer and the credit record from registered credit bureaus in order to determine whether the customer will be in a position to meet the obligations under the intended Agreement. Inovi Tel will be entitled to decline to activate services that the customer applies for if Inovi Tel reasonably determined that the customer may not be able to meet its commitments under the agreement.

 

  • Inovi Tel will be entitled to perform these assessments each time the customer applies for services or equipment.

 

  1. SERVICE DELIVERY, SERVICE AVAILABILITY
    • Inovi Tel will use reasonable endeavors to make its services available to the customer, and to maintain the availability for use by customers. However, Inovi Tel will provide the services “as is” and “as available” and do not warrant or guarantee that the services will at all times be free of errors or interruptions, be always available, fit for any purpose, not infringe any third party rights, be secure and reliable, or will conform to the customer’s delivery timeline requirements, subject always to the provisions of the CPA, where applicable, and subject to any Service Level Agreement, where applicable.

 

  • Inovi Tel will use its best endeavors to notify the customer in advance of any maintenance and repairs which may result in the unavailability of a service but cannot always guarantee this.

 

 

  1. PAYMENT
    • The customer agrees to pay all amounts due under this agreement.
    • To the fullest extent permitted by law, all amounts due and payable in terms hereof shall be paid free of exchange and without deduction or set-off, by way of a direct debit order in favor of Inovi Tel (drawn against a current banking account nominated by the customer), or in such other manner as Inovi Tel may from time to time determine.

 

  • The customer agrees that:
    • Inovi Tel will be entitled and authorized to draw all amounts payable in terms of the agreement from the account specified.
    • The debit order will commence on the activation date and will continue and not be revoked until termination of this agreement or until all amounts due and owing to Inovi Tel have been fully and finally discharged.
    • The customer will sign all such forms and do all such things as may be necessary to give effect to the debit order as contemplated in this clause 5.3
    • The customer’s first bill may be for part of a month and the customer will be charged for the number of days left in the month in which the customer signed up or switched over, plus the subscription for the next month.
    • Should the customer fail to pay any amount on the due date for payment then Inovi Tel may, without prejudice to any of its other rights and remedies:
  1. Take all such further steps as may be necessary to recover the outstanding amount from the customer, including without limitation the use of debt collection mechanisms.
  2. Suspend the customer’s access to the service or the use of any product with notice to the customer until such time as the outstanding amount has been paid in full; or
  • Terminate this agreement with immediate effect.
  1. To the fullest extent permitted by law, all amounts due and payable in terms hereof shall be paid free of exchange and without deduction or set-off, by way of a direct debit order in favor of Inovi Tel (drawn against a current banking account nominated by the customer), or in such other manner as Inovi Tel may from time to time determine.
    • It is recorded and the customer acknowledges that several Inovi Tel products (like wi-fi, data connectivity and VoIP) are payable monthly in advance.
    • Should the customer’s debit order not be honored for whatever reason, Inovi Tel will be entitled to charge the customer a reasonable administrative fee of R 50.00 (fifty rands).
    • If any changes are proposed to any terms of an agreement between Inovi Tel and any Third-Party supplier impacts on the provision of any services or products in terms of this Agreement, Inovi Tel shall be entitled to amend the terms, fees or charges for its services or products at any time on 30 (thirty) days’ notice to the customer. The amendment will take effect on the date indicated in the notice.
    • Inovi Tel will use reasonable endeavors to inform the customer well in advance, and in any event prior to disconnection, about the possibility of disconnection in the case of non-payment.
    • To the extent that Inovi Tel incurs any additional expenditure relating to the tracing and/or collection of unpaid amounts, those costs shall be for account of the customer to the extent permitted by law, including attorney and own client costs.
  2. EQUIPMENT
    • All Equipment installed or provided by Inovi Tel remains the property of Inovi Tel and the customer agrees that.
  3. The customer will take reasonable care of such equipment.
  4. The customer may not sell, lease, mortgage, transfer, assign or encumber such equipment.
  • The customer may not re-locate such Equipment without Inovi Tel ’s knowledge and permission.
  1. The customer will inform any landlord that such Equipment is owned by Inovi Tel and therefore not subject to any landlord’s hypothec; and

 

 

  1. BREACH
    • Subject to any other provisions set out in this terms and conditions, should the customer be in breach of any provision of this Agreement, then Inovi Tel shall be entitled, without prejudice to any other rights that it may have and to the extent, required or permitted, as the case may be, by law, to forthwith:
      • Afford the customer a reasonable opportunity to remedy the breach taking into account the nature of the breach in question; or
      • Suspend the customer’s access to services.
      • Cancel all agreements concluded between Inovi Tel and the customer; or
      • Claim immediate performance and/or payment of all obligations in terms hereof.
      • Should Inovi Tel suspend, disconnect, or terminate the customer’s services, Inovi Tel will be entitled to charge the customer a reasonable fee for reconnecting the customer’s services.

 

 

  1. INDEMNITY
    • The customer hereby unconditionally and irrevocably indemnify Inovi Tel and agree to indemnify and hold Inovi Tel   harmless against all loss, damages, claims, liability and/or costs, of whatsoever nature, howsoever and whensoever arising, suffered or incurred by Inovi Tel   as a result of any claim instituted against Inovi Tel   by a third party (other than the customer) as a result of (without limitation)the use of Inovi Tel   services or products other than as allowed or prescribed in the Agreement;

 

  • Any other cause whatsoever relating to the Agreement or the provision of services or products to the customer where the customer have acted wrongfully or failed to act when the customer had a duty to so act.

 

  • To the fullest extent possible, the customer disclaims all responsibility or liability for any damages or loss howsoever arising, including but not limited to direct, economic, consequential loss or loss of profits, resulting from the use of or inability to use the services in any manner or from any reliance on the services in any way.

 

  • The customer agrees to indemnify and hold harmless Inovi Tel, its members, employees, servants, subcontractors and partners from any demand, action or application or other proceedings, including for attorney’s fees and other related costs made by any Third Party and arising out of or in connection with this Agreement and or the inability of any User to use the services.

 

  • The customer acknowledges its responsibility for its own internet security and privacy. Customers are strongly advised to install firewalls and anti-virus software for their own protection.

 

 

  1. LIMITATION OF LIABILITY
    • Save to the extent otherwise provided for in this Agreement or where the customer is entitled to rely on or receive, by operation of law, any representations, warranties or guarantees, Inovi Tel do not make or provide any express or implied representations, warranties or guarantees regarding the availability, accuracy, reliability, timeliness, quality, security of any product or services.
    • Without limiting the generality of the provisions of clause 9.3, Inovi Tel shall not be liable for, and the customer will have no claim of whatsoever nature against Inovi Tel as a result of
  2. Any unavailability of, or interruption in the services due to an uncontrolled event.
  3. Any damage, loss, cost or claim which the customer may suffer or incur from any suspension or termination of the service/s for any reason contemplated in the Agreement.
    • In addition to and without prejudice to any other limitations of liability provided for in the Agreement and to the fullest extent permitted by applicable law, Inovi Tel shall not be liable to the customer for any direct damages howsoever arising and neither party shall be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement, whether resulting from negligence, breach, or any other cause.
    • To the extent that a competent court or tribunal or other competent dispute resolution body or authority finally determines, notwithstanding the exclusion contained in this clause, that Inovi Tel is liable to the customer for any damages, Inovi Tel  ’s liability to the customer for any damages howsoever arising shall be limited to the amounts paid by the customer under this Agreement in consideration for services or a product during the immediately preceding 12 (twelve) month period in respect of the services or product which gave rise to the liability in question.

 

  1. CESSION AND DELEGATION
    • The customer may not sell, cede, assign, delegate or in any other way alienate or dispose of any or all of its rights and obligations under and in terms of this Agreement without the prior written approval of Inovi Tel. Inovi Tel shall be entitled to sell, cede, assign, delegate, alienate, dispose or transfer any or all of its rights and obligations under and in terms of this Agreement to any of its affiliates or to any third party without the customer’s consent and without notice to the customer.
  2. JURISDICTION
    • Notwithstanding any other terms of this Agreement, the customer hereby consents to the jurisdiction of the Magistrate’s Court in the Republic of South Africa in respect of any proceedings that may be initiated by Inovi Tel  arising out of this Agreement, provided that Inovi Tel   shall be entitled, in its reasonable discretion, to institute such proceedings in the High Court of South Africa and, in such event, the customer consents to the jurisdiction of such court.
  3. GENERAL
    • The parties acknowledge and agree that this Agreement constitutes the whole of the agreement between them and that no other agreements, guarantees, undertakings or representations, either verbal or in writing, relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on the parties. No changes or cancellation of this Agreement by the customer will be binding on any of the parties unless recorded in writing and signed by both parties, notwithstanding activation of the service.
    • The customer agrees that any invoices or notices sent by Inovi Tel to the customer in terms of any agreement concluded between the parties may be sent via e-mail unless otherwise prescribed by law.
    • The customer acknowledges that it has read and understood the Inovi Tel acceptable use policy (AUP) (which is available here) and that a failure to observe the provisions of the AUP may lead to the suspension of the services and or cancellation of this Agreement.
    • No indulgence, leniency, or extension of time which Inovi Tel may grant or show to the customer shall in any way prejudice Inovi Tel or preclude Inovi Tel   from exercising any of its rights in the future.

Inovi Tel (Pty) Ltd: Main Service Terms

1. COMMENCEMENT AND TERM

1. The Effective Date of each Service Agreement shall be the date as stated in the applicable Service Agreement. Should the Effective Date occur after the date of signature of the Schedule, nothing herein contained shall be construed to give either party the right to cancel or rescind the Service Agreement before the Effective Date. If at any time during the currency of the Service Agreement, the Client upgrades the Service, then the Effective Date in respect of the Service as upgraded shall be the date as stated in the applicable Service Agreement.

 

2. The provision of the Service shall be provided by Inovi Tel (Pty) Ltd for the initial period as stated in the Pricing Schedule, commencing on and with effect from the Effective Date (“Initial Period”), whereafter the Services shall be automatically renewed for an indefinite Period (“Renewal Period”).

 

3. Either party shall be entitled to terminate the Service Agreement by way of 90 (ninety) days prior written notice of termination to the other, to be effective at the end of the Initial Period and / or Renewal Period.

 

4. If the Client wishes to terminate the Service Agreement during the Initial Period (“Early Termination”), the Client shall be responsible for Early Termination Charges. Early Termination Charges shall be calculated as the applicable monthly charges multiplied by the remainder of the Initial Period.

 

5. If the Client wishes to terminate the Service Agreement before the Effective Date, the Client shall be responsible for all wasted costs incurred up to and including the date of written termination is received by Inovi Tel (Pty) Ltd.

 

6. In the event of termination of the Services by the Client, the Client is required to send the termination notice to Inovi Tel (Pty) Ltd by way of e-mail to cancellations@inovi.co.za. If the termination notice is sent to any other alias / e-mail address, the termination notice shall be deemed invalid. Inovi Tel (Pty) Ltd will revert to the aforementioned termination notice with a Client acceptance notification to confirm the details of the Services to be terminated.

 

6.1. If the Client fails to accept the Client acceptance notification as per the time period stated in the Client acceptance notification, it will be deemed that the Client has accepted the Client acceptance notification;

 

6.2. If the Client rejects the Client acceptance notification, Inovi Tel (Pty) Ltd will review the rejection notification and will resubmit the Client acceptance notification to the Client. The Client will either:

 

6.2.1. Accept or the process detailed in 1.6.1 will be followed; or

6.2.2. Reject and the process in 1.6.2 will be followed.

6.3. If the Client fails to accept the Client acceptance notification following the process as per clause 1.6.2, the Client termination received will be deemed invalid.

2. CHARGES

1. Inovi Tel (Pty) Ltd shall be entitled to commence invoicing the Client for the charges in relation to each Service from the Effective Date.

2. When the Effective Date is delayed as a result of the Client, Inovi Tel (Pty) Ltd shall be entitled to commence invoicing the Client for the charges as stated in the applicable Service Agreement, with effect from 60 (sixty) days after the Client signature date.

3. If a single Service consists of a number of components, Inovi Tel (Pty) Ltd shall be entitled to commence invoicing the Client for each respective component of that Service upon the Effective Date.

4. All charges will be invoiced in advance unless otherwise indicated.

5. All pricing quoted is subject to the site survey for feasibility and subject to 30 (thirty) days from the date as detailed in the Pricing Schedule21.

6. If international Services are applicable (i.e. for all countries outside the borders of South Africa), the restriction on increases do not apply to increases resulting from a fluctuation in the foreign exchange rate22. Inovi Tel (Pty) Ltd shall be entitled to affect any changes in terms of the exchange rate fluctuation at its own discretion23.

7. Pro rata will be applied in respect of the monthly charges when the Effective Date is not at the commencement of the Calendar Month24. The applicable pro rata shall commence as per the Effective Date25.

8. If the Client logs a Case with Inovi Tel (Pty) Ltd and Inovi Tel (Pty) Ltd determines that the root cause of the Case is not as a result of Inovi Tel (Pty) Ltd’s Services that are provided, Inovi Tel (Pty) Ltd may in its sole discretion invoice the Client for all charges incurred by Inovi Tel (Pty) Ltd in terms of the support, call out and / or determination of the root cause26.

9. Notwithstanding the provisions as contained in the Governing Agreement, the charges in respect of the Service will be amended upon written signature with the Client27.

3. CLIENT OBLIGATIONS

Client shall:

1. comply with the Support Guide;

2. inform Inovi Tel (Pty) Ltd of any changes to its infrastructure and / or environment that may have any impact on the Services provided by Inovi Tel (Pty) Ltd;

3. appoint and maintain Technical Contacts in accordance with the Support Guide;

4. provide all 1st (first) level support to its End Users;

5. allow for remote office access in accordance with the Support Guide;

6. ensure that its End Users comply with the terms and conditions of the Governing Agreement, these Terms and the Service Agreement and agrees that the Client will be liable for all breaches by its End Users;

7. comply with the Acceptable Use Policy as located on https://www.inovil.co.za/legal;

8. comply with the Abuse Policy as located on https://www.inovi.co.za/legal;

9. install, configure, maintain and manage all items for example equipment, software not provided by Inovi Tel (Pty) Ltd in terms of the Services

10. ensure that all of Client’s equipment, as it relates to the Service, is maintained to its manufacturer’s specifications;

11. configure its local network environment and applications associated with that network;

12. not permit any other person, other than its own authorized End Users access to the Service;

13. ensure backing up of all Client data;

14. provide all reasonable requests and / or information required by Inovi Tel (Pty) Ltd during the provision of the Services;

15. comply with all reasonable notices, instructions and / or directions provided by Inovi Tel (Pty) Ltd in respect of the Services;

16. In respect of Equipment:

16.1. Access to Client premises:

16.1.1. The Client shall provide reasonable cooperation and assistance to Inovi Tel (Pty) Ltd during the implementation and provision of Services;

16.1.2. The Client shall provide Inovi Tel (Pty) Ltd a copy of its health and safety documentation and the Client shall be required to advise Inovi Tel (Pty) Ltd as to any procedures and / or requirements that are required when at the Client’s premises, and additional costs may be applicable for Inovi Tel (Pty) Ltd to comply with this;

16.1.3. The Client shall ensure that Inovi Tel (Pty) Ltd is allowed access to the Client’s site during the implementation and / or provision of Services. If prior notification is required, the Client’s Technical Contact is required to notify Inovi Tel (Pty) Ltd in writing;

16.1.4. The Client shall ensure at its cost, that the Client’s environment wherein the Equipment is installed at the Client’s site is compliant with Inovi Tel (Pty) Ltd, installation standards and / or manufacturers requirements, which is available upon written request. If upon removal of the Equipment, the Client shall be responsible for the removals and / or refurbishment at its cost, of its environment as is required by the Client;

16.1.5. The Client shall ensure that a Client representative is present and available while Inovi Tel (Pty) Ltd and / or its Subcontractor is on the Client’s site and the Client shall ensure that its representative is authorised to accept and confirm installation, maintenance, onsite support and / or decommissioning.

16.2. The Client shall:

16.2.1. provide electrical power to the Equipment and ensure such electrical power is free from voltage spikes and drops (“Clean Power”). Inovi Tel (Pty) Ltd will not be liable for any damage to Equipment, delay in Service due to the absence of such Clean Power;

16.2.2. procure and maintain all necessary permits and consents required for its own equipment and / or the installation and / or use of Equipment at Client sites, including landlord approval;

16.2.3. carry out all reasonable instructions issued to it in respect of the operation of the Equipment including but not limited to restart routines, and / or other procedures necessary for the proper operation of the Equipment;

16.2.4. abide by any rules notified to it by Inovi Tel (Pty) Ltd, relating to the usage of, access to, and / or security measures in respect of the Equipment and the premises in which the Equipment is situated;

16.2.5. under no circumstances be entitled to withhold or defer payment of any Charge if the Equipment is damaged;

16.2.6. maintain backup data necessary to replace critical Client data in the event of loss or damage to such data from any cause. The Client hereby acknowledges that Inovi Tel (Pty) Ltd accepts no responsibility for loss of Client data. For avoidance of doubt, this clause does not apply to Equipment configuration data, and backup of which will be Inovi Tel (Pty) Ltd’s responsibility;

16.2.7. ensure that all maintenance and / or support materials (if applicable) are returned to Inovi Tel (Pty) Ltd upon termination and / or conclusion of the Services, and the Client shall have no rights of possession or ownership in respect of such materials;

16.2.8. not commit nor attempt to commit any act or omission which directly or indirectly:

16.2.8.1. damages in any way Inovi Tel (Pty) Ltd’s Equipment or technical infrastructure or any part thereof;

16.2.8.2. impedes, impairs or precludes Inovi Tel (Pty) Ltd from being able to provide the Services in a reasonable and business-like manner;

16.2.8.3. constitutes an abuse or malicious misuse of the Services or is calculated to have any of the abovementioned effects. If this results in an expense to Inovi Tel (Pty) Ltd, Inovi Tel (Pty) Ltd reserves the right to charge the Client the amount to cover Inovi Tel (Pty) Ltd’s additional expenditure. Furthermore, Inovi Tel (Pty) Ltd reserves the right to take any other appropriate action it may deem necessary to remedy the situation;

16.2.9. be prohibited from selling, reselling or otherwise dealing with the Services which are proprietary to Inovi Tel (Pty) Ltd in any manner whatsoever;

16.2.10. ensure that only Inovi Tel (Pty) Ltd carries out additions, modifications, alterations and / or replacements to the Equipment and / or its software. If the Client does allow a 3rd Party and / or its End Users to carry out the aforementioned, the Client shall be responsible for any malfunction, non-performance or degradation of performance of any Equipment and associated software and shall be solely responsible for resulting infringement, personal injury and / or damage to the Equipment and/or software. If the above occurs, Inovi Tel (Pty) Ltd may charge the Client for rectifying any resulting problems experienced with the service on an hourly basis at the current charge out rate applied by Inovi Tel (Pty) Ltd. Furthermore Inovi Tel (Pty) Ltd in its sole discretion may terminate the Service if the above occurs, on 30 (thirty) days prior written notice to the Client;

16.2.11. be responsible for any charge of any relocation of the Equipment. The Client is required to provide Inovi Tel (Pty) Ltd with 30 (thirty) days written notice of its requirement for Inovi Tel (Pty) Ltd to relocate the Equipment. The Client agrees that due to the type of relocation, the period to relocate will be advised to the Client by Inovi Tel (Pty) Ltd. Any Equipment that is relocated by Inovi Tel (Pty) Ltd may be subject to additional maintenance and / or support charges;

16.2.12. shall return the Equipment in its possession in working order, fair wear and tear accepted to Inovi Tel (Pty) Ltd regional offices at the termination or conclusion of the Service Agreement, within 7 (seven) Business days,

16.2.12.1. if the removal of the Equipment is either: a) impossible, b) Client has delayed the removal of the Equipment for no reasonable justifiable reason for a period of 30 (thirty) days from date of termination or conclusion, or c) the Equipment is defective and beyond repair based on the testing carried out by Inovi Tel (Pty) Ltd, the Client shall be required to pay to Inovi Tel (Pty) Ltd the costs of the replacement of Equipment of the same calibre within 10 (ten) days of receipt of an invoice for such costs from Inovi Tel (Pty) Ltd;

16.2.13. If the Equipment is compromised while in possession or control of the Client, the Client shall be responsible for the replacement value of the Equipment and all costs associated to enable the Services to be commenced, for example, installation costs;

17. The Client shall ensure that a Client representative is present and available to carry out testing (for example the Client application or network testing) during and after the Effective Date;

18. The Client agrees that in not complying with any Client obligations may result in malfunction, non-performance and / or degradation of the provision of Services and may result in additional costs being incurred that the Client will be liable for.

4. INOVI TEL (PTY) LTD OBLIGATIONS

 

Inovi Tel (Pty) Ltd shall:

1. provide support in terms of the Support Guide;

2. provide the Services on a non – punitive element, unless stated otherwise;

3. ensure that it has full capacity and authority and all the necessary licences, permits and consents to enter into and perform in terms of these Terms and to provide the Services to the Client;

4. ensure it is the owner of or has the right to use under licence any intellectual property employed by it during or as part of the Services;

5. the Services shall be performed in compliance with South African Law.

5. MAINTENANCE

 

1. Scheduled Maintenance

1.1. From time to time Inovi Tel (Pty) Ltd will schedule preventative and/or technology modification maintenance for the Service (“Scheduled Maintenance”) which in certain cases may lead to non-availability of the Service. Wherever possible, and not less than 5 (five) days prior to such scheduled maintenance taking place), Client will be given advance notice as stated in the Support Guide in respect of any Scheduled Maintenance. Scheduled Maintenance may be attributable to, inter alia:

1.1.1. Preventative maintenance;

1.1.2. Systems moves or reconfigurations;

1.1.3. System testing of new systems/ enhancements;

1.1.4. Alteration, modification, upgrading or updating Inovi Tel (Pty) Ltd’s network infrastructure, any technology, hardware or software and/or

1.1.5. Implementations of new systems or enhancements.

1.2. In addition to Scheduled Maintenance, Inovi Tel (Pty) Ltd may from time to time be required to conduct emergency maintenance on an urgent basis. Emergency maintenance is maintenance which must take place on Inovi Tel (Pty) Ltd’s network or hosting infrastructure at a moment’s notice. In these instances, Inovi Tel (Pty) Ltd will give as much notice as is reasonably possible as stated in the Support Guide.

6. EXCLUSIONS

1. In respect of Monitoring and reporting (if applicable), the following exclusions are applicable in respect of the unavailability and / or non-performance of the monitoring and / or reporting caused by any event or being the result of:

1.1. Delays caused by the failure of the Client to provide complete information and / or the access required by Inovi Tel (Pty) Ltd to successfully implement the monitoring;

1.2. Delays caused by the failure by the Client to provide and / or allow for remote office access and technical details as detailed in the Support Guide;

2. In respect of the Services offered, the following exclusions in respect of the unavailability and / or non-performance of the Service caused by any event or being the result of:

2.1. Events or conditions or any national crises pertaining to the unavailability of national resources which is beyond the control of the affected party, provided that the affected party makes all reasonable efforts to continue to perform during such events or conditions;

2.2. Force Majeure as detailed in the Governing Agreement;

2.3. Epidemics and pandemics or a lesser spread of disease or virus (including any vector-borne disease) that causes interruption or delay;

2.4. Internet or telecommunication systems failures, equipment failures, electrical power failures, cyber warfare, cyber intrusion and cybercrime, cyber espionage, computer or cyber sabotage;

2.5. Governmental or state actions, trade sanctions, blockades, embargoes, quarantines, or other imposed travel restrictions;

2.6. Shortages of labour or materials, labour disputes or strikes (but not disputes or strikes by employees, agents or subcontractors of the parties).

2.7. Scheduled and / or Emergency Maintenance;

2.8. Failure of Equipment unless the Equipment is within the control of Inovi Tel (Pty) Ltd;

2.9. Delays caused by the receipt of incomplete information from the Client and / or the failure of the Client to carry out reasonable instructions by Inovi Tel (Pty) Ltd;

2.10. Interruptions due to failure of power, and / or power surges at the Client’s premises;

2.11. Any interruptions, delay and or Cases due to the actions for example acts, misconduct and / or omission of the Client, its employees, its End User and / or its subcontractor;

2.12. Unauthorized changes to Inovi Tel (Pty) Ltd Equipment due to for example an act, misconduct and / or omission of the Client, employees and / or End User;

2.13. Any failure to comply with the Acceptable Use Policy;

2.14. Any failure to comply with the Abuse Policy;

2.15. Failures due to 3rd Parties and the 3rd Parties repair times;

2.16. No maintenance for example IOS updates are carried out in terms of the Equipment117. If this is required, the Client shall request this in writing from Inovi Tel (Pty) Ltd and Inovi Tel (Pty) Ltd shall be entitled to charge for this request.

3. Inovi Tel (Pty) Ltd does not warrant or guarantee that the information transmitted by or available to Client by way of the Services:

3.1. will be preserved or sustained in its entirety;

3.2. will be delivered to any or all of the intended recipients; or

3.3. will be suitable for any purpose;

3.4. will be free of inaccuracies or defects or bugs or viruses of any kind; or

3.5. will be secured against intrusion by unauthorised third parties;

and Inovi Tel (Pty) Ltd assumes no liability, responsibility or obligations in regard to any of the exclusions set forth in this clause.

These Main Service Terms together with the Service Agreement/s and the Governing Agreement make up the complete set of agreements that are applicable in respect of the Services procured by the Client.

SCHEDULE 1: Definitions

 

  1. “3rd Party”: means a services provider who Inovi Tel (Pty) Ltd does not contract with in order to provide the Services.
  2. “Business Days”: means any day other than a Saturday, Sunday or a public holiday as gazetted by the government of the Republic of South Africa from time to time.
  3. “Business Hours”: means between 08:00:00 and 17:00:00 on a Business Day.
  4. “Calendar Day”: means the hours between 00:00:00 and ending 23:59:59 on any day in a given month.
  5. “Calendar Month”: means 00:00:00 on the 1st (first) day of the calendar month and ending at 23:59:59 on the last day of the applicable calendar month.
  6. “Case”: means the change and / or incident as defined in the Support Guide.
  7. “Charges”: means the charges payable by Client to Inovi Tel (Pty) Ltd for the Services to be provided under that Agreement, as detailed in the relevant Agreement, or annexure to the relevant Agreement.
  8. “End – User”: means any user and / or party that uses the Services based on any relationship which is not directly between such user and Inovi Tel (Pty) Ltd.
  9. “Equipment”: means any equipment or hardware, including computer and telecommunications equipment and hardware, associated peripherals, attachments, accessories and, any physical parts or components for any of the foregoing, which is either used by Inovi Tel (Pty) Ltd to provide the Services, or which is the subject to the Services, as the context requires.
  10. “Governing Agreement”: means the Inovi Tel (Pty) Ltd standard terms and conditions which is available at https://www.inovi.co.za/legal.
  11. “Subcontractor”: means a third party to which Inovi Tel (Pty) Ltd subcontracts or otherwise delegates its obligation to perform some or all of the Services (and any other third parties employed by such third party to perform some or all of the Services).
  12. “Support Guide”: means the Inovi Tel (Pty) Ltd Intelligent Infrastructure Client Support Guide, which is available upon written request from the Clients sales representative and Client services representative”.