STANDARD TERMS AND CONDITIONS
1. DESCRIPTION OF SERVICE
1.1 The Company undertakes to provide the Client with value-added Fax2Email Services.
1.2 The provision of the Fax2Email Service/s by the Company is subject to the Terms and Conditions set out in this Schedule.
2. DURATION AND EFFECTIVE DATE
2.1 This agreement will start on the commencement date, i.e. the approval date by the Company and shall continue until cancelled by either of the parties on written notice to the other party.
2.2 The Client agrees to utilize the Company’s Fax2Email Service on a regular basis and if not utilized for a period of two continuous months, the user’s Fax2Email number will be cancelled.
3. CHARGES AND PAYMENTS
3.1 All Services, relating to the Inbound Service, including installation, connection to the terminal equipment, set-up, utilization of the Service, training and support is provided at no cost to the Client.
3.2 All costs related to the Outbound Service are subject to the applicable cost structures stipulated within the Outbound Rate Sheet.
3.3 Outbound activation is subject to pre-paid billing, baring extraordinary circumstances.
3.4 Only electronic transfers and cash deposit slips will be accepted as payment for the Outbound Service.
3.5 Upon receipt of payment in relation to pre-paid billing, the Outbound Service will be activated.
4. INTELLECTUAL PROPERTY
4.1 All intellectual property relating to or used in connection with the Services referred to in this agreement shall belong to the Company, its suppliers, its clients and/or its business partners and/or the relevant service providers that provide client numbers as utilized in terms of this Agreement.
4.2 The Client warrants that it shall not use the Service/s to produce, host or present any content in contravention of any person’s intellectual property rights, and in particular warrants that it shall recognize and use any content in accordance with the Company’s intellectual property rights.
5. CLIENT’S OBLIGATIONS
5.1 The Client shall not commit or attempt to commit any act which directly or indirectly:
5.1.1 damages the Company’s technical infrastructure or any part thereof;
5.1.2 impairs the Company from being able to provide the Service/s in a reasonable and business like manner.
6. PROTECTION OF PROPRIETARY INFORMATION
6.1 Each party will keep in confidence and protect Proprietary Information from disclosure to third parties and restrict its use to that which is provided for in this agreement.
7.1 The Client shall not be entitled to cede or assign any rights and/or obligations, which it may have in terms of this agreement to any third party unless, consented to it in writing by the Company.
8.1 In the event of a breach, the Company shall have the right, without prejudice to any other right, which it may have against the Client, to:
a) suspend or terminate the Service/s;
b) cancel this Agreement in any event without prejudice to the Company’s right to claim damages.
9. EXCLUSION OF LIABILITY
9.1 Except as otherwise expressly provided herein to the contrary, the Company shall not be liable to the Client or any third party for any loss or damage of whatever nature and/or howsoever arising or for any costs, claims or demands of any nature whether asserted against the Company or against the Client by any party, arising directly or indirectly out of the Service/s, their use, access, withdrawal or suspension or out of any information or materials provided or not provided, as the case may be.
9.2 The Client hereby indemnifies the Company against and holds the Company harmless from any claim by any third party arising directly or indirectly out of access to or use of the Service/s or information obtained through the use thereof or in respect of any matter for which liability of the Company is excluded in terms of clause 9.1 above.
9.3 Because of the need to conduct maintenance, repair and/or improvement work from time to time on the technical infrastructure by means of which the Services are provided, the provision of the Services may be suspended from time to time, and all liability on the part of the Company of any loss or damage thereby incurred or for any costs, claims or demands of any nature arising there from, is excluded, and the provision of clauses 9.1 above shall apply mutandis to such exclusion.
9.4 This Section 9 shall survive the termination of this agreement.
10.1 The Company provides no warranties or guarantees of any nature in respect to the Service.
10.2 Without limitation to the generality of 8.1 above, the Company does not warrant or guarantee that the information transmitted by or available to the Client by way of the Service/s:
10.2.1 will be preserved or sustained in its entirety;
10.2.2 will be delivered to any or all of the intended recipients;
10.2.3 will be suitable for any purpose;
10.2.4 will be free of inaccuracies or defects or bugs or viruses of any kind; or
10.2.5 will be secured against intrusion by unauthorized third parties; and the Company assumes no liability or obligation in regard to any of the exclusions set forth in this clause 10.
11. SUSPENSION OF SERVICES
11.1 The Company reserves the right to suspend the provision of the Services for the purpose of maintenance, modification or remedial work. In the event of any such suspension, the Company shall provide the Client with five days prior written notice.
12. FORCE MAJEURE
12.1 The Company shall not be liable for non-performance under this Agreement to the extent to which the non-performance is caused by events or conditions beyond the control of the Company, provided that the Company makes all reasonable efforts to perform.
13. DOMICILIUM CITANCI ET EXECUTANDI
13.1 For all purposes, including but not by way of limitation, the giving of any notice, the making of any communication and the serving of any process, the Client chooses its domicilium citandi et executandi as the physical address appearing on first page of the these Terms and Conditions.
14.1 The parties acknowledge having read and understood this Agreement and are not entering into this Agreement on the basis of any presentations not expressly set forth in it.
14.2 Neither party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the Agreement between the Client and the Company or not.
14.3 All equipment provided by the Company to the Client, shall remain the property of the Company and be clearly marked as such. Such equipment must however be insured by the Client for the benefit of the Company, by way of cession.
14.4 The Client hereby agrees to accept any information that the Company may send the Client regarding future value-added Services via the Client’s email address.
14.5 In the event that any provision of this Agreement conflicts with any statute, ruling or order of any governmental or regulatory body from time to time, then such provision of this Agreement shall be controlled by the statue, ruling or order.
14.6 Should any of the Terms and Conditions of this Agreement be held to be invalid, unlawful or unenforceable, such Terms and Conditions will be severable from the remaining Terms and Conditions, which will continue to be valid and enforceable.
15.1 The Client agrees to and accepts that as part of the value added services provided by the Company to the Client, the Company may from time to time attach, forward and render electronic advertisements, which may include hyperlinks to third party web sites, to electronic faxes and emails sent to the Client.
Upon receipt of the electronic commercial communication advertisement (Ad), the Client has the option to opt out in relation to such advertisements.
An Ad may provide links to other third-party websites or resources. The Company makes no representations whatsoever about any other website which may be accessed through an Ad, nor does an email’s or electronic fax’s inclusion of hyperlinks to such websites imply any endorsement of the material on such websites or any association with their operators. Such hyperlinks are provided for the Client’s reference and convenience only. Because the Company has no control over such sites and resources, the Client acknowledges and agrees that the Company is not responsible for the availability of such external sites or resources and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. The Company makes no representation or warranty as to any third party content, products or services, and the Client agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, information, products or services available on or through any such site or resource.
Although the Company intends to take reasonable steps to prevent the introduction of viruses, worms, “Trojan horses” or other destructive materials to an Ad or a website linking to an Ad, it does not guarantee or warrant that such Ad, website or content that may be downloaded from an Ad or link, do not contain such destructive features. All content downloaded or otherwise obtained through the use of an Ad or by following a link is done at the Client’s own risk and the Client is solely responsible for any damage to the Client’s computer system or loss of data that results from the download or use of any such material, or use of an Ad or link.
Under no circumstances will the Company or its employees, vendors, merchants and sponsors, be liable for any damages of any kind arising out of or related to the use or inability to use an Ad or related link or its content or linked website content, including but not limited to damages caused by or related to errors, negligence, links, omissions, interruptions, defects, delay in operation or transmission, computer virus, line failure, and all other direct, indirect, special, incidental or consequential damages even if the Company has been advised of the possibility of such damages.