1. DEFINITIONS AND INTERPRETATION

1. In this Agreement, the words hereunder will have the meanings assigned to them below: “Agreement” means these Standard Terms and Conditions and any Application Form, Master Access Service Agreement, Service Level Agreement, Schedules, Annexures and attachments hereto;
2. “NETCLICK” means NETCLICK Pty (Ltd) Registration No. 2017/344430/07;
3. “Cost Schedule” means a Cost Schedule associated with an Agreement wherein the costs of the Service/s are specified;
4. “Customer” means the party specified as Customer on the Application Form to which these Standard Terms and Conditions are attached;
5. “Customer Support Schedule” means the schedule attached to an Agreement containing customer support information;
6. “Effective Date” means the date when each Service reflected in the Schedule is commissioned by NETCLICK for use by the Customer;
7. “Contract Value” means the total cost of the Service/s being provided to the Customer by NETCLICK in terms of the Agreement;
8. “Initial Period” means the initial contract term of the Service/s as set out in the Cost Schedule;
9. “Proprietary Information” means any and all trade secrets and data or information of a proprietary or confidential nature;
10. “Service/s” means all services provided by NETCLICK as specified in the Schedules to this Agreement;
11. “Service Specification Schedule” means the schedule attached hereto wherein the service specifications of the Service/s are specified;
12. “PSTS provider” means Public Switched Telecommunications Services providers licensed in terms of the Electronic Communications Act 36 of 2005;
13. “VAT” means Value Added Tax as defined in the Value Added Tax Act 89 of 1991;
14. The clause headings contained in this Agreement are for reference purposes only and shall not be used in interpretation of this Agreement.

2. COMMENCEMENT AND DURATION

• These Standard Terms and Conditions apply to all Agreements signed between NetClick and the Customer.
• The Agreement shall commence upon the Effective Date of the first Service provided in terms of the Agreement.
• The duration period of each Service shall be as specified in the Cost Schedule.
• Services may be cancelled by giving one calendar month notice in writing once the initial contract term has expired.

3. BILLING TERMS AND CONDITIONS

• All Services provided are billed as of the Effective Date of each Service.
• The Customer agrees to pay NETCLICK all fees specified in the Cost Schedule.
• Prepaid services will be loaded during operating office hours once payment has cleared.
• All prices exclude VAT unless expressly stated otherwise.
• PSTS provider service fees remain the responsibility of the Customer.
• Invoices are issued in advance and must be settled monthly.
• Any disputes regarding charges shall be referred to NETCLICK’s auditors whose decision shall be final.
• Any overdue payments shall bear interest at 1.5% per month.
• NETCLICK may increase monthly fees with 30 days written notice.
• Over usage charges may apply where data usage exceeds the subscribed service.
• Services may be cancelled with one calendar month written notice unless otherwise specified.

4. CUSTOMER’S OBLIGATIONS

• The Customer must comply with all restrictions imposed on computer networks through which information is transmitted.
• The Customer shall comply with NETCLICK’s Acceptable Use Policy available on the company website.
• The Customer shall not perform actions that damage NETCLICK’s infrastructure.
• The Customer shall not abuse or maliciously misuse the Service.
• The Customer may not resell the Service without written permission.
• The Customer may not allow unauthorised persons to access the Service.
• The Customer may not modify any equipment supplied by NETCLICK.
• The Customer must comply with the Customer Support Schedule.
• The Customer may not use the Service in contravention of South African law.

5. WARRANTIES

• NETCLICK does not make any warranties except those expressly stated in this Agreement.
• NETCLICK does not guarantee that transmitted information will be preserved or delivered.
• NETCLICK does not guarantee suitability of transmitted information.
• NETCLICK does not guarantee that transmitted information is free of inaccuracies or viruses.
• NETCLICK assumes no liability for any of the above exclusions.

6. EXCLUSION OF LIABILITY

• NETCLICK shall not be liable for loss or damage arising from use of the Services.
• The liability of NETCLICK shall not exceed the fees paid by the Customer during the preceding twelve months.
• The Customer indemnifies NETCLICK against claims arising from use of the Service.
• Service interruptions due to maintenance may occur and NETCLICK shall not be liable for such interruptions.

7. DOCUMENTATION

1. Specifications and documents supplied by NETCLICK do not form part of the Agreement unless agreed in writing.
2. All such documents remain the property of NETCLICK and must be returned upon request.

8. BREACH

1. If the Customer breaches the Agreement and fails to remedy the breach within seven days of notice, NETCLICK may suspend or terminate the Service.
2. NETCLICK may claim all outstanding amounts due.
3. NETCLICK may cancel all Agreements between NETCLICK and the Customer.
4. The Customer shall be liable for legal costs incurred by NETCLICK in recovering outstanding amounts.

9. INTELLECTUAL PROPERTY

1. All intellectual property relating to the Service remains the property of NETCLICK.
2. The Customer may not modify or reverse engineer NETCLICK equipment or software.

10. PROTECTION OF PROPRIETARY INFORMATION

1. Each party shall protect confidential information from disclosure.
2. Employees must comply with confidentiality obligations.
3. This clause survives termination of the Agreement.

11. CESSION

Customer may not transfer rights or obligations under this Agreement without written consent from NETCLICK.

12. SURETYSHIP

The signatory to this Agreement binds themselves as surety for the obligations of the Customer.

13. LIEN

NETCLICK may retain hardware belonging to the Customer in reduction of debt owed.

14. FORCE MAJEURE

1. NETCLICK shall not be liable for non-performance due to circumstances beyond its control.
2. Examples include PSTS provider failures, government action, riots, strikes, natural disasters, or war.

15. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of the Republic of South Africa.

16. DOMICILIUM CITANDI ET EXECUTANDI

The Customer chooses its domicilium at the physical address specified on the Application Form. NetClick chooses its domicilium at Zandwyk Industrial Park, Paarl, South Africa.

17. GENERAL

1. No variation of this Agreement shall be binding unless in writing and signed by both parties.
2. The parties confirm they have read and understood the Agreement.
3. No representation not recorded herein shall be binding.
4. No waiver shall prejudice either party’s rights.
5. If any provision is invalid, the remaining provisions remain enforceable.
6. Provisions intended to survive termination shall remain in force.
7. Schedules form part of this Agreement.
8. This Agreement constitutes the entire agreement between the parties.

18. BACKUPS

1. Customers are responsible for backing up their own data.
2. NETCLICK may provide backup services but does not guarantee availability or completeness.
3. Customers should maintain their own backups.
4. Backups are provided “as is”.
5. NETCLICK is not liable for data loss relating to backups.