INTEGRATED TECHNOLOGIES
STANDARD
TERMS AND CONDITIONS
and
ACCEPTABLE
USE POLICY
The
terms and conditions set out in this document, read together with the
customer details, financial details, method of payment, authority for
debit order, period of service, sales confirmation, specifications,
contact person and acceptance completed by a customer and accepted by
Integrated Technologies (Proprietary) Limited ("Integrated
Technologies"), (collectively "the/this agreement") govern
the relationship between Integrated Technologies, any division or
susidiary of it, and the relevant customer of Integrated Technologies.
Index
A.
ACCEPTANCE OF ORDER
B.
PROVISION OF THE SERVICE
C.
PAYMENT
D.
INSTALLATION AND
CONNECTION
E.
LIABILITY
F.
USE LIMITATIONS
G.
SUSPENSION OF SERVICE
H.
TERMINATION
I.
EXCUSABLE EVENTS
J.
ALTERATION
K.
SUPPORT SERVICE
L.
GENERAL
M.
INTELLECTUAL PROPERTY
A.
ACCEPTANCE OF ORDER
1.
An agreement will only come into being between Integrated
Technologies and a customer when the customer and Integrated Technologies
have signed the terms and conditions contained herein (either by hand or
electronically) . Where applicable, the word "services" shall
include any relevant equipment and/or hardware.
B.
PROVISION OF THE SERVICE
1.
Commencing on the date of this agreement ("the commencement
date") and for the duration of this agreement thereafter, Integrated
Technologies shall make reasonable efforts to make available a continuous,
uninterrupted, expedient and error-free service to the customer, subject
to the terms and conditions set out herein.
2.
NOTWITHSTANDING THE PROVISIONS OF A1, THE CUSTOMER ACKNOWLEDGES
THAT IN THE NORMAL COURSE OF PROVISION OF SERVICE(S), TEMPORARY
INTERRUPTIONS MAY OCCUR FOR WHATEVER REASON. IN THE CIRCUMSTANCES,
INTEGRATED TECHNOLOGIES SHALL NOT BE HELD LIABLE FOR ANY WHATSOEVER
DAMAGES (ECONOMICAL OR OTHERWISE) WHICH THE CUSTOMER MAY SUFFER AS A
RESULT OF SUCH INTERRUPTION OF SERVICE(S).
3.
The customer shall solely be responsible, unless otherwise stated
in this agreement, for provisioning, configuration and maintenance of all
equipment on its premises, including (without limitation) computer
hardware equipment, telecommunication equipment and modems necessary and
required by the customer to exercise its rights and enjoy the services
provided herein.
C.
PAYMENT
1.
The customer shall pay to Integrated Technologies all applicable
charges, tariffs, fees and other amounts ("charges") as may be
set out in this agreement, in respect of the provision of the services to
the customer.
2.
The charges may be varied by Integrated Technologies from time to
time in the following circumstances:
2.1.
In
the event of any increase by SA Telkom Limited ("Telkom") of its
tariffs relating to any service provided to the customer by Integrated
Technologies, in which case the actual increase together with Integrated
Technologies's mark-up will be passed on to the customer.
2.2.
In
the event of any increase by The Internet Solution ("IS") of its
tariffs relating to any service provided to the customer by Integrated
Technologies, in which case the actual increase together with Integrated
Technologies's mark-up will be passed on to the customer.
2.3.
In
the event that a subscriber, with or without written notice to Integrated
Technologies, upgrades their method of connection to the Internet such
that it falls withing a different product/price category, then Integrated
Technologies shall have the right to immediately amend the monthly
subscription accordingly and shall furthermore have the right to include
in the following months electronic collection of such subscription, any
shortfalls from any previous months useage of such upgraded method of
connection.
2.4.
Notwithstanding
any of the above, Integrated Technologies shall have the right to amend
any prices as and when deemed necessary for the financial survival of the
business and shall not be held liable in any way whatsoever in the event
that any customer does received notification of any sort whatsoever of
such price amendment.
3.
All access charges that entitle the customer to obtain access to
the services subscribed for, shall be payable in the manner as set out in
this agreement and where such charge is indicated as-
3.1
a
monthly direct debit, the amount of the first month payment shall be
payable by the customer to Integrated Technologies on the commencement
date where after the relevant debit order shall apply;
3.2
In
all other cases payment shall be made in advance and as specified in the
agreement.
4.
Any payment due to Integrated Technologies not made on the due date
thereof shall bear interest at a rate of 2% (two per centum) above the
prime bank overdraft rate as charged by Integrated Technologies's bankers
from time to time, calculated from the date payment was due until date of
actual payment in full, capitalised monthly in arrears.
5.
The customer shall, on demand, pay to Integrated Technologies all
costs and expenses incurred by Integrated Technologies in enforcing the
terms of this agreement, including without limitation legal costs on an
attorney and own client basis.
6.
Should the bank dishonour any payment offered by the customer to
Integrated Technologies, Integrated Technologies shall be entitled, over
and above the dishonoured payment as well as bank charges, to charge and
the customer shall be obliged to pay a reasonable administration fee.
7.
Should the customer change from one product to another or add any
services to existing product, Integrated Technologies shall be entitled to
charge and the customer shall be obliged to pay a reasonable
administration fee.
8.
It is the customers responsibility to ensure that, where
applicable, the monthly subscription is paid to Integrated Technologies
and if whatever reason it is not, they shall be responsible for informing
Integrated Technologies of this error and ensuring that such payment is
made timeosly.
D.
INSTALLATION AND CONNECTION
1.
The customer acknowledges that any installation date or connection
date furnished by Integrated Technologies is provisional only and, should
installation or connection, as the case may be, not be effected by such
provisional date-
1.1
Integrated
Technologies shall not be responsible for any consequences of such delay
or be liable for any damages, costs or expenses whatsoever incurred or
suffered by the customer or any third party; and
1.2
the
customer shall not be entitled, as a result of such delay, to terminate
this agreement or withhold any payment.
E.
LIABILITY
1.
This clause E specifies the entire liability of Integrated
Technologies, including, without limitation, liability for negligence. In
particular (but without limitation) all statutory, expressed, implied or
collateral terms, conditions or warranties are excluded.
2.
INTEGRATED TECHNOLOGIES SHALL UNDER NO CIRCUMSTANCES BE LIABLE
(INCLUDING LIABILITY FOR NEGLIGENCE) FOR ANY LOSS, DAMAGE OR INJURY THAT
THE CUSTOMER OR ANY THIRD PARTY MAY SUFFER, NO MATTER WHEN OR HOW ARISING,
SPECIFICALLY INCLUDING (BUT WITHOUT LIMITATION) REFUNDS OF FEES, LOSS OF
PROFITS, FINANCIAL LOSS, LOSS OF CONTRACTS, LOSS OF INCOME, LOSS OF
ANTICIPATED BUSINESS, COST OF REPLACEMENT SERVICES, SAVINGS USE, GOODWILL
OR ANY OTHER FORM OF CONSEQUENTIAL LOSS.
3.
ANY SERVICE(S) PROVIDED HEREIN IS PROVIDED ON AN "AS-IS"
BASIS AND INTEGRATED TECHNOLOGIES MAKES NO EXPRESS OR IMPLIED WARRANTIES
OR REPRESENTATIONS OF WHATSOEVER NATURE WITH RESPECT TO ANY SUCH SERVICE.
4.
The customer shall and hereby does indemnify Integrated
Technologies-
4.1
against
any damage, loss or liability (excluding liability for Integrated
Technologies's willful conduct) arising from the provision of services to
the customer, its employees, directors, agents and/or representatives;
4.2
against
any damage, loss or liability of whatsoever nature arising from a breach
of Integrated Technologies's security measures, any misuse of Integrated
Technologies's facilities or services and/or any act or omission of any
other customer of Integrated Technologies;
4.3
from
any claim by any third party arising directly or indirectly out of or
related to the customer's access to or use of services rendered by
Integrated Technologies or any information or data obtained through such
access or use; and
4.4
its
holding company, affiliates and subsidiaries, for all loss, damage, cost
or liability that may be incurred by any one or more of them in the event
that the customer's use of the service and/or the products supplied
hereunder -
4.4.1
constitutes
a violation of any law, regulation or tariff;
4.4.2
is
defamatory, fraudulent or deceptive;
4.4.3
is
intended to threaten, harass or intimidate; or
4.4.4
interferes
with the use or enjoyment of other customers of the services and products
provided by Integrated Technologies.
5.
Under no circumstances whatsoever will Integrated Technologies's
liability, if any and whether in contract or otherwise, exceed the
aggregate of the amounts actually paid by the customer to Integrated
Technologies.
F.
USE LIMITATIONS
The customer hereby agrees -
1.
that it is aware and will stay aware of and shall at all times
comply with all statutory or other regulatory provisions and rules
applicable to the provision and use of the services from time to time;
2.
that it shall make use of the services in a responsible, prudent,
lawful and honest manner;
3.
that it shall comply with any directions, instructions and
limitations issued or notified by Integrated Technologies from time to
time in connection with the services;
4.
that it shall not use any service in a manner which -
4.1
constitutes
a violation of any law, regulation or tariff that may be in force in South
Africa or elsewhere. In particular the customer undertakes to familiarise
itself and ensure that it is kept continuously appraised of all such laws,
regulations and tariffs in force from time to time which may have any
bearing on the services rendered and products provided by Integrated
Technologies and/or the customer's access to or use thereof;
4.2
constitutes
an act or omission that is generally unacceptable or offensive to internet
users in general, to the public at large or as same may be determined by
Integrated Technologies from time to time in its sole and absolute
discretion, specifically including (but not limited to) the hosting of
pornographic material, spamming, hacking, unsolicited mailing etc.;
4.3
contravenes
any Integrated Technologies policy, as such document may be published,
updated and amended by Integrated Technologies from time to time;
4.4
is
defamatory, fraudulent or deceptive;
4.5
is
intended to threaten, harass, nuke or intimidate;
4.6.
tends
to damage the name or reputation of Integrated Technologies, its holding
company, affiliates and subsidiaries; or
4.7
interferes
with the use and enjoyment of Internet related services of customers of
Integrated Technologies;
5.
that the services to be rendered to the customer shall be as
defined and subject to such limitations as may be notified from time to
time by Integrated Technologies;
6.
that the customer is aware of the limitations of all relevant
services and that service quality and coverage available shall be limited
to that supported by the infrastructure of Integrated Technologies, its
network providers and Telkom and that service may from time to time be
adversely affected by a number of different causes;
7.
that it shall not commit any act or omission which may have an
adverse technical effect on the integrity or functionality of the network
infrastructure of Integrated Technologies or that provided or made
available to the customer by or through Integrated Technologies. If any
act or omission of the customer has such an adverse technical effect the
customer shall, on receiving notification to that effect from Integrated
Technologies, forthwith take such steps as may be necessary to rectify the
situation at his own cost and expense, failing which Integrated
Technologies shall be entitled, without prejudice to its other rights in
terms hereof or at law, to forthwith suspend the service and/or terminate
this agreement;
8.
that unless otherwise agreed by Integrated Technologies in writing,
it shall not resell or make available to third parties, in any manner
whatsoever and whether directly or indirectly, the services provided to it
by Integrated Technologies;
9.
that it shall take whatever steps may be necessary to ensure the
safekeeping and confidentiality of all identification codes and passwords
furnished by Integrated Technologies for use by the customer and shall
specifically not disclose same to any third party without Integrated
Technologies's prior written consent.
10.
to comply with the rules and regulations applicable to any network
that is accessed through Integrated Technologies;
11.
that where it is outside the Republic of South Africa and wishes to
connect to the internet, such connection may be subject to the terms and
conditions of a Global Service Provider ("GSP"). The customer
has been informed of and acknowledges that the GSP is not affiliated to
Integrated Technologies.
G.
SUSPENSION OF SERVICE
1.
Integrated Technologies may from time to time and without notice
suspend the services in any of the following circumstances-
1.1
during
any technical failure, modification or maintenance either of the service
or the equipment by means of which the service is provided;
1.2
if
the customer -
1.2.1
fails
to comply with any of the terms and conditions of this agreement
(including failure to pay any charges due) until the breach (if capable of
remedy) is remedied; or
1.2.2
does
or allows to be done anything which, in Integrated Technologies's
reasonable opinion, may have the effect of negatively affecting the
operation of the Integrated Technologies network or the provision of
services to the customer or to any other customer(s) of Integrated
Technologies.
2.
Notwithstanding any suspension of service under this clause G, the
customer shall remain liable for all charges due hereunder throughout the
period of suspension unless Integrated Technologies, in its sole
discretion, determines otherwise.
H.
TERMINATION
1.
Notwithstanding anything to the contrary contained in this
agreement, Integrated Technologies shall at any time be entitled to
terminate this agreement on not less than 30 (days) notice to such effect
to the customer, Integrated Technologies making due refunds. In the case
of a month to month agreement the customer shall give Integrated
Technologies 1 calendar month notice of termination.
2.
Without prejudice to any other rights or remedies which Integrated
Technologies may have in terms hereof or at law, Integrated Technologies
shall be entitled to forthwith cancel this agreement and discontinue the
service if the customer fails to comply with any of the terms or
conditions of this agreement or any other agreement made between
Integrated Technologies and the customer.
3.
Without prejudice to any other rights or remedies which Integrated
Technologies may have in terms hereof or at law, Integrated technologies
is and shall not be obligated in any manner whatsoever to offer the
customer any form of relaxation of any terms and conditions as applied. In
the event however, the Integrated Technologies does offer the customer any
some form of relaxation, such relaxation shall not constitute a relaxation
of any other term or condition as contained either herein or in any other
document intended to bind the two parties.
4.
Upon termination of this agreement Integrated Technologies shall
disconnect the customer from the networks of Integrated Technologies and
all its network providers.
5.
After disconnection of the customer upon termination of this
agreement, the customer shall on demand pay all charges outstanding at the
time of disconnection, including any disconnection fee, which may be
charged by Integrated Technologies.
6.
Upon termination due to any breach of this agreement by the
customer, Integrated Technologies shall be entitled to claim damages.
I.
EXCUSABLE EVENTS
Integrated
Technologies shall not be liable to the customer for any breach of this
agreement or failure on its part to perform any obligation as a result any
circumstances outside Integrated Technologies's reasonable control,
including without limitation, of technical problems relating to the
networks of Integrated Technologies, Telkom or any network provider of
Integrated Technologies, or any one or more of them, acts of God,
government control, restrictions or prohibitions or any government act or
omission, whether local, national or international, act or default of any
supplier, agent or sub-contractor, industrial disputes of any kind or any
other cause .
J.
ALTERATION
1.
Integrated Technologies reserves the right and shall be entitled-
1.1
to
alter any name, code or number allocated by Integrated Technologies for
use in connection with the services and the customer hereby indemnifies
Integrated Technologies against any cost to the customer, loss or
liability arising from such alteration.
1.2
to
amend where and when deemed necessary, any clauses and or conditions
contained herein, without any form of
notice to its customers.
K.
SUPPORT SERVICE
1.
Integrated Technologies shall, as and when specifically requested
to do so by the customer in writing, render such consultation and support
services to the customer pertaining to the identification and, if
possible, solution of problems encountered by the customer in the
Integrated Technologies services rendered to it or with internet related
services in general as the customer may request, subject to the payment by
the customer of all hourly tariffs, distance charges and other related
fees payable in respect thereof.
2.
Integrated Technologies shall, as part of such service, identify
the customer's problem, but does not give any warranty, guarantee or any
other similar undertaking that it will be able to rectify all or any of
the problems so identified.
3.
The customer shall-
3.1
supply
all software, hardware and all related documentation required by
Integrated Technologies to identify and solve any problem encountered by
the customer. Failure to do so will result in Integrated Technologies not
being able to assist customer any further, whilst the customer shall
remain liable for the payment of any and all amounts referred to in K1;
3.2
render
to Integrated Technologies, its agents, representatives and employees all
necessary assistance to identify, locate and solve any problem encountered
by the customer; and
3.3
ensure
the safety of all agents, representatives and employees of Integrated
Technologies present at the customer's premises and shall and hereby does
assume responsibility and liability for any cost, expense, loss or damage
incurred or suffered by Integrated Technologies or any of its
representatives, agents or employees as a result of any injury to or the
death of any such person whilst present at the customer's premises, from
whatsoever cause arising.
4.
Integrated Technologies does and shall not accept any
responsibility or liability for any existing data on the customer's
equipment and shall specifically not be required to back-up any data
before commencing any work. The customer hereby indemnifies and holds
Integrated Technologies harmless against any cost, liability, loss or
damage incurred or suffered by the customer or by Integrated Technologies
as a result of the loss of any such data, whether occasioned by any act or
omission of Integrated Technologies, its representatives, agents or
employees or otherwise.
5.
Consultation time charged for will commence when the relevant
Integrated Technologies agent, representative or employee leaves the
Integrated Technologies office and will end when he returns to the
Integrated Technologies office. The customer will be charged should the
consultant for any reason whatsoever not be able to obtain access to the
customer's premises or equipment.
L.
GENERAL
1.
The customer shall not cede, assign, transfer, encumber or delegate
any of his rights or obligations in terms of this agreement to any third
party. Notwithstanding anything to the contrary contained herein,
Integrated Technologies shall be entitled to cede its rights and delegate
its obligations in terms of this agreement to any of its affiliate
companies, provided that reasonable guarantees will be given to the
customer.
2.
The terms and conditions as set out herein, constitute the entire
agreement between Integrated Technologies and the customer and supersede
all representations made to the customer, all amendments effected by the
customer to any application form or other similar document submitted by
him and all communications between Integrated Technologies and the
customer relating to the subject matter hereof.
3.
The customer chooses, as his domicilium citandi et executandi, the
physical address set out in "Customer Details" in this
agreement.
4.
Integrated Technologies reserves the right to amend these terms and
conditions from time to time without notification to the customer of such
amendments.
5.
This document or any other document intending to bind Integrated
Technologies (Pty) Ltd, any one of its associated companies, it directors
or staff, shall not constitute a binding agreement in any way whatsoever
unless signed by a duly authorised director of Integrated technologies
(Pty) Ltd.
6.
Any documentation outside of these conditions that intends to bind
Integrated Technologies (Pty) Ltd, any of its associated companies, its
directors or staff, shall be of no force if altered in any manner
whatsoever, unless such alterations are specifically identified and signed
by both the customer and a director of Integrated Technologies (Pty) Ltd.
7.
This agreement shall be governed by and construed and interpreted
in accordance with the law of the Republic of South Africa.
8.
The clause headings in this agreement are for the purpose of
convenience only and shall not be taken into account in the interpretation
of nor modify the terms of this agreement. Unless inconsistent with or a
contrary intention clearly appears from the context words importing any
reference to a gender includes the other genders, any reference to the
singular includes the plural and vice versa, and any reference to natural
persons includes legal persons and vice versa.
9.
If any clause or clauses of the terms and conditions of this
agreement is found by any court of competent jurisdiction to be invalid or
unenforceable, the remainder of the terms and conditions of this agreement
shall remain valid and enforceable.
M.
INTELLECTUAL PROPERTY
1.
The intellectual property rights including (without limitation)
copyrights and the trade and service marks utilized by Integrated
Technologies during the term of this Agreement, shall remain the property
of Integrated Technologies or Integrated Technologies's licensers and,
save as provided herein, nothing contained in this Agreement shall be
construed to confer on the customer any rights or licenses in such
intellectual property rights.
2.
Should Integrated Technologies be required to develop any computer
code, data, documents, presentations, solutions design, web site or any
application ("the work"), then all intellectual property rights
in and to such work shall vest exclusively in Integrated Technologies. To
the extent that intellectual property rights in the work vests, for
whatever reason, in the customer, the customer hereby agrees to assign all
such intellectual property rights to Integrated Technologies, which hereby
accepts such assignment.
3.
Save as provided for in this agreement, any license granted to the
customer in terms of this agreement shall be for singular user only. The
customer shall be obliged to pay a license fee for multiple use.
4.
The customer shall not
modify or use any software, computer code, data, documents, presentations,
solutions design, web site or any application licensed to it in terms of
this agreement, to create a derivative work without Integrated
Technologies's prior written consent.
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