The clauses below form part of the Standard Terms and Conditions of the Service Provider and all services provided by the Service Provider are subject hereto.

  1. INTERPRETATION
    • Where any term is defined within the context of any particular clause in these Conditions, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of these Conditions, notwithstanding that that term has not been defined in this definitions clause.
    • These Conditions shall be interpreted in accordance with the following principles:
      • a reference to a “person” includes a reference to an individual, partnership, company, close corporation, other body corporate, a trust, an unincorporated association or a joint venture and that person’s legal representatives, successors and permitted assigns;
      • words importing the masculine shall include a reference to the feminine and vice versa and words importing the singular shall include a reference to the plural and vice versa;
      • reference to a document includes an amendment or supplement to, or replacement or novation of that document;
      • any reference in these Conditions to legislation or a statute shall be a reference to such legislation or statute as at the Signature Date and as amended, varied, re-enacted or replaced from time to time;
      • the headings in these Conditions are for reference purposes only and shall not affect the interpretation hereof;
      • if any provision is a definition and is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition (or such other clause), effect shall be given to it as if it were a substantive provision in the body of these Conditions;
      • in the event that the day for performance of any obligation to be performed in terms of these Conditions should fall on a day which is not a Business Day, the relevant day for performance shall be the immediately succeeding Business Day;
      • any number of days prescribed in these Conditions shall be determined inclusively of the first and exclusively of the last day;
      • all monetary amounts are stated exclusive of VAT and in RSA Rand (or R), unless provided otherwise, and VAT is payable at the same time and in the same manner as is any other amount payable under these Conditions, where that amount is subject to VAT;
      • the use of the word “including” followed by specific examples shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific examples;
      • the expiration or termination of these Conditions shall not affect such of the provisions of these Conditions as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;
      • unless expressly otherwise stated, no provision of these Conditions shall constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a party to these Conditions; and
      • the terms of these Conditions having been negotiated, the rule of construction that, in the event of ambiguity, the agreement shall be interpreted against the Party responsible for the drafting thereof, shall not apply in the interpretation of these Conditions.
  1. ASSIGNMENT

The Customer shall not be entitled to cede its rights and delegate its obligations under these Conditions to person without the prior written consent of the Service Provider.

  1. DISPUTE RESOLUTION
    • Should a dispute occur between the Parties in regard to any matter arising out of these Conditions, the Parties agree that:
      • if the dispute relates to any matter in respect of which a specific dispute resolution procedure is set out in this Agreement, the procedure set out in the relevant clause of this agreement shall be followed; or
      • if the dispute relates to any other matter, it shall be referred to the managing director (or, if no such position exists, its equivalent designation) of each of the Parties concerned, or in the case of a natural person, such person, for resolution who shall endeavour to resolve that dispute in good faith and with due willingness and intention to determine a solution.
    • If the managing directors (or persons of the equivalent designation) are unable to resolve the dispute in accordance with clause 1.2 within 21 days of having declared a dispute, the, subject to the other provisions of this clause 3, matter may be submitted by either party to and be determined under the auspices of and in terms of the Commercial Arbitration Rules of the Arbitration Foundation of Southern Africa, in Johannesburg and the costs of any such arbitration shall be determined by the arbitrator as part of his or her finding.
    • The appointment of the arbitrator shall be agreed upon between the Parties, but failing agreement between them within a period of 10 Business Days after the arbitration has been demanded, any of the Parties shall be entitled to request the chairperson for the time being of the Arbitration Foundation of Southern Africa to make the appointment and, in making his appointment, to have regard to the nature of the dispute.
    • The decision of the arbitrator shall be final and binding on the Parties, and may be made an order of any Court of competent jurisdiction.
    • This clause 3:
      • is severable from the rest of these Conditions and shall, notwithstanding the termination, cancellation, invalidity or alleged invalidity of these Conditions or any part of it for any reason, remain in full force and effect; and
      • constitutes an irrevocable consent by the Parties to any proceedings in terms hereof and no Party shall be entitled to withdraw therefrom or to claim in any such proceedings that it is not bound by this clause 3.
    • The Parties agree that the written demand by a Party to the dispute in terms of this clause3 that the dispute be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.
    • The provisions of this clause 3 will not preclude any Party from access to a competent division of the High Court of South Africa for urgent and/or interim relief pending the outcome of an arbitration in terms hereof or in respect of arbitration proceedings in terms hereof.
  2. GOVERNING LAW AND JURISDICTION
    • These Conditions shall in all respects be governed by and construed in accordance with the law of the RSA, and all disputes, actions and other matters in connection therewith shall be determined in accordance with such law.
    • Each of the Parties hereby consents and submits to the non-exclusive jurisdiction of the South Gauteng High Court for the purposes of all or any legal proceedings arising from or concerning this Agreement.
    • Nothing in these Conditions shall prevent any Party from seeking relief on an urgent or interlocutory basis from any High Court of South Africa with jurisdiction.
  3. GENERAL
    • Each of the provisions of these Conditions shall be considered as separate terms and conditions and in the event that these Conditions are affected by any legislation or any amendment thereto, or if the provisions herein contained are by virtue of that legislation or otherwise, held to be illegal, invalid, prohibited or unenforceable, then any such provisions shall be ineffective only to the extent of the illegality, invalidity, prohibition or unenforceability and each of the remaining provisions hereof shall remain in full force and effect as if the illegal, invalid, prohibited or unenforceable provision was not a part hereof.
    • All costs, charges and expenses of any nature whatever which may be incurred by a Party in enforcing its rights in terms of these Conditions, including without limiting the generality of the aforegoing, legal costs on the scale of attorney and own client and collection commission, irrespective of whether any action has been instituted, shall be recoverable on demand from the Party against which such rights are successfully enforced and shall be payable on demand.
    • No agreement varying, adding to, deleting from or cancelling these Conditions shall be effective unless reduced to writing and signed by or on behalf of the Parties.
    • No extension of time, relaxation or indulgence granted by any Party to another shall be deemed to be a waiver or tacit amendment of that Party’s rights in terms hereof, nor shall any such relaxation or indulgence be deemed to be a novation or waiver of the terms and conditions of these Conditions.