Zoom Networks – Terms & Conditions

Contents:

1. INTERNET & VDSL TERMS AND CONDITIONS

2. VOIP TERMS AND CONDITIONS

1. INTERNET & VDSL TERMS AND CONDITIONS

1. Thank you for choosing Zoom Networks to provide you with the services (”the Services”) and/or products (”the Products”) on a month to month basis as per the Internet Subscriber agreement form to which these terms are attached, for the fees and charges (”Charges”). As the Subscriber, you agree that these standard terms and conditions shall apply to the provision of such Products and/or Services.

2. We will use all endeavours to make the Services available as soon as possible but, where the Services, or any part thereof, are provided directly or indirectly by a third party network or service provider, including but not limited to Telkom, then such Services or your connection/access thereto may be delayed, interrupted or diminished for reasons beyond our contro You agree that we are not liable for such delay, interruption or diminution. You agree to comply with all usage restrictions and limitations applicable to such Services, or portion thereof. In the event of ourselves   agreeing   to   assist   in   facilitating   your application for a line through Telkom or similar supplier, we are not liable for any delays and/or on provision of the line from the supplier in any manner whatsoever.

3. This agreement shall commence on the date on which Zoom Networks activates the Service, such activation being at our sole discretion, and shall continue on a month to month basis until terminated by either party by giving the other party at least 20 (twenty) business days written notice.

4. The Charges you agree to pay are those stated on the subscriber application form, as may be increased from time to time in our current tariff plan. You agree that there will be pro-rata charges in regards to subscription from date of activation of the Services. You agree to pay to us by debit order within 14 days from the date of our invoice, free of deduction or set-off, the amounts stated in our invoice, calculated in accordance with the Charges for the Services and/or Products, including monthly access or subscription Charges, initial and reconnection Charges, migration and other Charges applicable to the Services and/or Products or any “package” or mix thereof for your use or availability.

5. If the Services and/or our agreement with you for the Services and/or Products  is  terminated  for  whatever reason,  you agree to pay us the sum  of inter alia the monthly subscription or access charges payable for the rest of the month, where after the service will be terminated.

6. Our monthly invoice shall be prima facie proof of the amounts owed by you for the Services and/or Products and of the other facts stated there You shall be responsible to advise in writing of your invoicing address as stated in the subscriber agreement form or in such written notice that shall be your chosen domicilium citandi et executandi for all purposes under this agreement. Our address on our invoice shall be our chosen domicilium citandi et executandi for all purposes under this agreement.

All Charges include VAT, unless stated to the contrary. The other terms of payment are stated in our current tariff plan which is made available to you upon request. You agree that  the service provider’s records  constitute ostensible proof of your use of the Services and/or Products.

7. We will provide the Services in a professional and diligent manner and will respond to your requests for on-site maintenance and support, if applicable to the service you have requested, as soon as possible on our usual terms or as agreed in writing. Should you request any additional  or  different  Services other  than  those  in  the subscriber application form then such Services will be subject to these terms and additional agreed terms and charges.

8. Delivery of all Products will be dependent upon stock availability and other factors. Upon delivery to you, all risk in and to the Products will pass to you. You agree to comply with the manufacturer’s instructions and all licensing terms where software is supplied for use with the Products and all other use restrictions. Your sign-off of our delivery advice, timesheets or other acknowledgements means that you are satisfied that we have performed the Services and/or delivered the Products and that we may charge you accordingly.

9. All of our Products supplied to you are warranted in accordance with industry norms against defective workmanship and components, but the terms of our warranty are subject to the manufacturer’s and/or supplier’s terms of warranty as to duration, “OTB failures”, returns and handling procedures and any Charges. To the extent such warranty terms do not accompany the Product packaging then, upon request, we will provide you with specific applicable terms. The terms of such warranty will prevail over all other warranties and guarantees.

10.  Any routers or equipment that is provided to you as part of a package  or  bundle  can  only  be  used  by  you  in conjunction with the specific Network which offered the package.  If  the equipment  is  stolen,  lost,  damaged,  or becomes inoperarable, you undertake to notify Zoom Networks immediately. You will be liable for all charges arising out of the unauthorized and/ or fraudulent use of the equipment until such time that you have notified Zoom Networks to lock the equipment on the syste In the event that the equipment is  damaged  due  to  your  (or  anyone  relating  to  you) malicious or willful conduct, Zoom Networks may charge you the reasonable replacement value of such equipment.

11. All risk in and to the equipment shall pass to you upon delivery thereof and you shall be obligated to maintain the equipment provided to you in good working order and condition and will not modify or permit the modification of the equipment without the prior written consent of Zoom Networks.

12. Any known or unknown risk attached to the use of the equipment and the connection thereof to the system, shall be deemed to have passed to you on the commencement date, and you hereby indemnify Zoom Networks and hold it harmless against any claim by any other person relating to the use of the equipment and/or the connection thereof to the syste

13. You agree that we retain all rights in and to any methodologies and all other know-how that we possessed or that are created when providing our Services.
14. You agree that,  unless  your  losses  arise from  our fraudulent conduct, we shall not be liable to you in any circumstances whatsoever for any loss, injury or damage of any nature whatsoever or howsoever arising and whether in contract or in delict, including loss of profit or any other special   damages,   indirect   or   consequential   loss   or damages  which  you  or  any  other  person may  sustain, whether as a result of any breach of this agreement by us or the global network operator(s) or the wireless network operators, or their respective employees and contractors, or whether caused directly or indirectly by the equipment or the use thereof, and you hereby indemnify us and holds us harmless against any such claim by any other person.
15. We may assign our rights and obligations to another service provider if we are satisfied it will continue to render the Services to you in a manner that is in keeping with our standards.

16. For certainty, these terms, including those in subscriber agreement form, comprise the whole agreement between us and supersede and prevail over all prior agreements and arrangements between us relating to the provision of the Services and/or the Products and no other provisions shall apply unless specifically agreed to in writing by us.

17. If our authority to procure the Services for you from third party service providers is terminated for whatever reason, we may assign this agreement to a third party; alternatively, to suspend or cancel the provision of the Services or this agreement. You will not be liable for payments in respect of suspended Services in such circumstances.
18. We will use all reasonable efforts not to disclose, in any manner whatever, any of your confidential information that may be disclosed to us during the course of providing the Services. You may refer any disputes related to the provision of our Services and/or Products to the regulatory body having jurisdiction. You hereby authorise us to use and disclose to any police officer any information relating to the Products and/or Services supplied to you and their use.

19. You agree to comply with any notice, directive or policy that governs and/or restricts the use of the Services and/or Products that apply to all Subscribers/users of the Services (or categories thereof) and/or the Products.

20. You hereby agree that this agreement or the Services is not conditional upon the continued operation or use of any Products purchased, hired or acquired from us or a third party for use in conjunction with and/or to access the Services.

21. In the event of any of the services being capped, and you exceeding the cap/limit whether agreed to be Zoom Networks or otherwise, you shall be liable for additional charges for the exceeded portion.

22. Zoom Networks cannot and does not guarantee the call limit service and, notwithstanding the fact that you have paid for the service, you will continue to be liable for all charges incurred in respect of the services.

23. You undertake that:

a.You will not use the Services to knowingly create, store or disseminate any illegal content;

b.You will at all times use the Services in a lawful manner and  not  infringe  in  any  parties  copyright  or  intellectual

property law, whether registered or not;

c.You will not use the Services to send spam messages.

24. You agree to Zoom Networks’s Acceptable Use Policy, the WASPA (Wireless Application Service Providers’ Association) and ISPA (Internet Services Provider Association) Code of Conduct (if applicable to your Services). These Policy and Codes can be viewed on https://waspa.org.za/coc/ and http://ispa.org.za/code-of- conduct/

25. Failure to adhere to any of the above Policy’s and Codes and/ or the undertakings set out in Clause 23 above, shall constitute a material breach of this Agreement and Zoom Networks shall have the right to suspend and terminate your Services immediately. Zoom Networks shall in this event be entitled to claim the Charges for the remainder of the contract period from you.
26. We shall be entitled to determine a credit limit applicable to you from time to time and to suspend the Services should you exceed such credit limit. However, despite such credit limit being placed on your account, you will be liable for payment if you exceed this limit, whether we have notified you of exceeding same or not.

27. Should you breach any provision hereof, then you will be liable for all legal costs on an attorney and own client scale including any collection commission incurred by us. Any payments shall be apportioned firstly to costs, then interest and then the capital amount owing.

28. You agree that an electronically scanned and stored version of this document shall constitute sufficient evidence of its content and signature by you and us.

29. If the Subscriber is a corporate entity or trust, then the signatory hereto who signs on behalf of the Subscriber (“the signatory”) warrants that he is duly authorised to enter into this contract on behalf of the Subscriber and to sign the debit authorisation, if applicable, on the Subscriber’s bank account. By his signature hereto the signatory hereby binds himself as surety and co-principal debtor on behalf of the Subscriber unto and in favour of us for the due and punctual fulfillment of all of the Subscriber’s obligations to us arising out of this agreement including the payment of all Charges and liquidated damages. The signatory agrees that we may give time to, and otherwise enter into any arrangement with, the Subscriber.

2. VOIP TERMS AND CONDITIONS

1. Thank you for choosing Zoom Networks to provide you with the services (”the Services”) and/or products (”the Products”) for the minimum initial period of 24 months and other items you have requested in the 24 month VOIP subscriber agreement form to which these terms are attached, for the fees and charges (”Charges”). As the Subscriber, you agree that these standard terms and conditions shall apply to the provision of such Products and/or Services.

2. We will use all endeavours to make the Services available as soon as possible but, where the Services, or any part thereof, are provided directly or indirectly by a third party network or service provider, including but not limited to Telkom, then such Services or your connection/access thereto may be delayed, interrupted or diminished for reasons beyond our control. You agree that we are not liable for such delay, interruption or diminution. You agree to comply with all usage restrictions and limitations applicable to such Services, or portion thereof. In the event of ourselves agreeing to assist in facilitating your application for a line through Telkom or similar supplier, we are  not  liable  for  any  delays  and/or  on provision of the line from the supplier in any manner whatsoever.

3. This agreement shall commence on the date on which Zoom Networks activates the Service, such activation being at our sole discretion, and shall endure for the period as stipulated on   the   subscriber   agreement   form   and thereafter it will continue on a month to month basis until terminated by either party by giving the other party at least 20 (twenty) business days written notice.

4. The Charges you agree to pay are those stated on the subscriber application form, as may be increased from time to time in our current tariff plan. You agree that there will be pro-rata charges in regards to subscription from date of activation of the Services. You agree to pay to us by debit order within 14 days from the date of our invoice, free of  deduction or set-off,  the amounts stated in  our invoice, calculated in accordance with the Charges for the Services  and/or  Products,  including  monthly  access  or subscription  Charges,  initial  and reconnection  Charges, migration and other Charges applicable to the Services and/or Products or any “package” or mix thereof for your use or availability.

5. If the Services and/or our agreement with you for the Services and/or Products  is  terminated  for  whatever reason before the end of the Initial Period, you agree to pay us the sum of inter alia the monthly subscription or access Charges payable for the rest of the Initial Period as well as an early termination charge in respect of the equipment provided to you. Should you have a Telkom Diginet line or similar data link through any similar provider to Telkom, you shall be liable for any charges Zoom Networks owes Telkom or similar Provider as a result of your early termination.

6. Our monthly invoice shall be prima facie proof of the amounts owed by you for the Services and/or Products and of the  other  facts  stated  therein.  You  shall  be responsible to advise in writing of your invoicing address as stated in the subscriber agreement form or in such written notice that shall be your chosen domicilium citandi et executandi for all purposes under this agreement. Our address on our invoice shall be our chosen domicilium citandi   et   executandi   for   all   purposes   under   this agreement. All Charges include VAT, unless stated to the contrary. The other terms of payment are stated in our current tariff plan which is made available to you upon request.  You  agree  that  the  service  provider’s  records constitute ostensible proof  of  your use of  the Services and/or Products.

7. We will  provide  the  Services  in  a  professional  and diligent manner and will respond to your requests for on- site maintenance and support, if applicable to the service you have requested, as soon as possible on our usual terms or as agreed in writing. Should you request any additional  or  different  Services other  than  those  in  the subscriber  application  form  then  such  Services  will  be subject to these terms and additional agreed terms and Charges.

8. Delivery of all Products will be dependent upon stock availability and other factors. Upon delivery to you, all risk in and to the Products will pass to you. You agree to comply with   the   manufacturer’s   instructions   and   all licensing terms where software is supplied for use with the Products and all other use restrictions. Your sign-off of our delivery advice, timesheets or other acknowledge means that you are satisfied that we have performed the Services and/or delivered the Products and that we may charge you accordingly.

9. All of our Products supplied to you are warranted in accordance with industry norms against defective workmanship and components, but the terms of our warranty are   subject   to   the   manufacturer’s   and/or supplier’s terms of warranty as to duration, “OTB failures”, returns and handling procedures and any Charges. To the extent such warranty terms do not accompany the Product packaging then, upon request, we will provide you with specific applicable terms. The terms of such warranty will prevail over all other warranties and guarantees.

10. Any routers or equipment that is provided to you as part of a package or bundle can only be used by you in conjunction with the specific Network which offered the package. The equipment remains the property of Zoom Networks. Office Talk  shall  have  the  right  to  remove  the equipment   upon   termination   of   this   Agreement   (for whatever reason). You undertake upon installation of the equipment to notify the owner of the premises that Zoom Networks  is  the  rightful  owner  of  the  equipment.  If  the equipment   is   stolen,   lost,   damaged,   or   becomes inoperarable,   you   undertake   to   notify   Office   Talk immediately. You will be liable for all charges arising out of the unauthorized and/ or fraudulent use of the equipment until such time that you have notified Zoom Networks to lock the  equipment  on  the  system.  In  the  event  that  the equipment  is  damaged  due  to  your  (or  any  of  your employees) malicious or willful conduct, Zoom Networks may charge  you  the  reasonable  replacement  value  of  such equipment.  Should  you  or  the  legal  entity  whom  you represent  be  placed  under  sequestration  or  liquidation, you   will   immediately   inform   the   liquidator   that   the ownership of the equipment is that of Zoom Networks and that you have no right, title or interest in the equipment.

11. All risk in and to the equipment shall pass to you upon delivery thereof and you shall be obligated to maintain the equipment provided to you in good working order and condition and will not modify or permit the modification of the equipment without the prior written consent of Zoom Networks.

12. Any known or unknown risk attached to the use of the equipment and the connection thereof to the system, shall be deemed to have passed to you on the commencement date, and you hereby indemnify Zoom Networks and hold it harmless against any claim by any other person relating to the use of the equipment and/or the connection thereof to the system.

13. You agree that we retain all rights in and to any methodologies and all other know-how that we possessed or that are created when providing our Services.

14. You agree that, unless  your losses  arise from  our fraudulent conduct, we shall not be liable to you in any circumstances whatsoever for any loss, injury or damage of  any  nature  whatsoever  or  howsoever  arising  and whether in contract or in delict, including loss of profit or any other special damages, indirect or consequential loss or damages which you or any other person may sustain, whether as a result of any breach of this agreement by us or the global network operator(s) or the wireless network operators, or their respective employees and contractors, or whether caused directly or indirectly by the equipment or the use thereof, and you hereby indemnify us and holds us harmless against any such claim by any other person.

15. We may assign our rights and obligations to another service provider if we are satisfied it will continue to render the Services to you in a manner that is in keeping with our standards.

16. For   certainty,   these   terms,   including   those   in subscriber  agreement  form,  comprise  the  whole agreement between us and supersede and prevail over all prior agreements and arrangements between us relating to the provision of the Services and/or the Products and no other provisions shall apply unless specifically agreed to in writing by us.

17. If our authority to procure the Services for you from third party service providers is terminated for whatever reason, we may assign this agreement to a third party; alternatively, to suspend or cancel the provision of the Services or this agreement. You will not be liable for payments in respect of suspended Services in such circumstances.

18. We will use all reasonable efforts not to disclose, in any manner whatever, any of your confidential information that may be disclosed to us during the course of providing the Services. You may refer any disputes related to the provision of our Services and/or Products to the regulatory body having jurisdiction. You hereby authorise us to use and disclose to any police officer any information relating to the Products and/or Services supplied to you and their use.

19. You agree  to  comply  with  any  notice,  directive  or policy that governs and/or restricts the use of the Services and/or Products that apply to all Subscribers/users of the Services (or categories thereof) and/or the Products.

20. You hereby agree that this agreement or the Services is not conditional upon the continued operation or use of any Products purchased, hired or acquired from us or a third party for use in conjunction with and/or to access the Services.

21. In the event of any of the services being capped, and you exceeding the cap/limit whether agreed to be Zoom Networks or otherwise, you shall be liable for additional charges for the exceeded portion.

22. Zoom Networks cannot and does not guarantee the call limit service and, notwithstanding the fact that you have paid for the service, you will continue to be liable for all charges incurred in respect of the services.

23. You undertake that:

a. You will not use the Services to knowingly create, store or disseminate any illegal content;

b. You will at all times use the Services in a lawful manner and  not  infringe  in  any  parties  copyright  or  intellectual property law, whether registered or not;

c. You will not use the Services to send spam messages.

24. You agree to Zoom Networks’s Acceptable Use Policy, the WASPA (Wireless Application Service Providers’ Association) and ISPA (Internet Services Provider Association) Code of Conduct (if applicable to your Services). These Policy and Codes can be viewed on

25. Failure to adhere to any of the above Policy’s and Codes and/ or  the  undertakings  set  out  in  Clause  23 above,   shall   constitute   a   material   breach   of   this Agreement and Zoom Networks shall have the right to suspend and terminate your Services immediately. Zoom Networks shall in this event be entitled to claim the Charges for the remainder of the contract period from you.

26. We  shall  be  entitled  to  determine  a  credit   limit applicable to you from time to time and to suspend the Services should you exceed such credit limit. However, despite such credit limit being placed on your account, you will be liable for payment if you exceed this limit, whether we have notified you of exceeding same or not.

27. Should you breach any provision hereof, then you will be liable for all legal costs on an attorney and own client scale including any collection commission incurred by us. Any payments shall be apportioned  firstly  to  costs,  then  interest  and  then  the capital amount owing.

28. You agree that an electronically scanned and stored version of  this   document   shall   constitute   sufficient evidence of its content and signature by you and us.

29. If the Subscriber is a corporate entity or trust, then the signatory hereto who signs on behalf of the Subscriber (“the signatory”) warrants that he is  duly authorised to enter into this contract on behalf of the Subscriber and to sign the debit authorisation, if applicable, on the Subscriber’s bank account. By his signature hereto the signatory hereby binds himself as surety and co-principal debtor on behalf of the Subscriber unto and in favour of us for   the   due   and   punctual   fulfillment   of   all   of   the Subscriber’s obligations to us arising out of this agreement including the payment of all Charges and liquidated damages. The signatory agrees that we may give time to, and otherwise enter into any arrangement with, the Subscriber.