Cloud-Zero Communications (PTY) LTD Subscriber Agreement Form

1. DEFINITIONS
   • Services: The term “Services” encompasses all services provided by the Provider, including but not limited to:
   • Internet Services: Via fiber optic, wireless, or any other form of connectivity.
   • Telephony Services: Hosted PABX, VoIP, handsets, call center solutions, and unified communications.
   • Virtual Hosted Servers: Provision of cloud-hosted servers on Linux or Windows platforms.
   • IP Infrastructure: Managed services related to internet protocol networks.
   • Security Solutions: CCTV, access control, and other security system installations and their ongoing maintenance.
   • Network Infrastructure: Installation, management, and support of Layer 1, 2, and 3 network infrastructure for businesses.
   • Datacenter and IT Deployment Services: Including virtual server hosting, remote management, and office IT support.
     • Equipment: Refers to any hardware, modems, routers, access points, switches, or other devices supplied or installed by the Provider for the sole purpose of delivering the Services to the Subscriber.
     • Subscriber Premises: The physical location specified by the Subscriber where the Provider will install the necessary Equipment and Services.
     • Commencement Date: The date when the Services become active and operational at the Subscriber’s Premises.
     • Acceptable Use Policy (AUP): The guidelines and restrictions governing the Subscriber’s use of the Services, which may be updated from time to time by the Provider and is hereby incorporated into this Agreement.
     • Fair Use Policy (FUP): The Provider’s policy governing acceptable usage of Services to ensure quality and availability for all Subscribers, especially in relation to data usage, bandwidth, and traffic volumes. Excessive or abusive usage as defined by the FUP may result in speed limitations, suspension, or termination of Services.
     • Service Level Agreement (SLA): Any document that outlines the specific performance and availability guarantees of the Services, including penalties or credits in the case of failure to meet said guarantees.

4. SUBSCRIPTION AND SERVICE PROVISION
   • Provision of Services: The Provider agrees to provide the Services outlined in the attached Service Order Form to the Subscriber. The Services are subject to availability, technical feasibility, and service coverage at the Subscriber’s location. The Subscriber acknowledges that service availability is not guaranteed in all geographical areas.
   • Service Installation: The Provider will arrange for the installation of any necessary Equipment and will ensure that it is in proper working order upon installation. The Subscriber agrees to allow Provider’s personnel access to the Premises during regular business hours, or as otherwise agreed upon, to facilitate installation, maintenance, repairs, and removal of Equipment as needed.
   • Commencement of Service: The Services will commence on the date specified in the Service Order Form, or on the day that installation is successfully completed and tested by the Provider’s personnel. The Commencement Date will serve as the reference date for billing and the start of the initial term.
   • Subscriber Responsibilities:
     • The Subscriber must ensure that the Premises are ready and suitable for installation, including ensuring access to power outlets and ensuring a conducive environment for network devices.
     • The Subscriber is responsible for providing accurate and truthful information regarding their service requirements, including ensuring that the service ordered matches their needs.
     • Service Modifications: Any changes to the type or scope of Services, including upgrades or downgrades, must be requested in writing by the Subscriber and will be subject to the Provider’s discretion and availability. Additional fees may apply for service modifications.
5. PAYMENT TERMS
   • Service Fees: The Subscriber agrees to pay the monthly subscription fee, installation charges, and any other applicable fees as specified in the attached Service Order Form. Fees are exclusive of VAT unless otherwise stated, and the Subscriber agrees to pay any applicable taxes.
   • Billing:
     • Monthly Billing Cycle: Fees for the Services will be invoiced monthly in advance. The billing cycle will begin on the first day of the month following the Commencement Date.
     • Prorated Billing: If the Services are activated on any day other than the first day of a billing cycle, the Provider will calculate the charges for that month on a prorated basis. The Subscriber will only be billed for the days of service provided in the partial month, with the full billing cycle beginning on the first day of the following month.
     • Proforma Billing: For installation charges or certain services that require upfront payment, the Provider may issue a proforma invoice to the Subscriber. Payment of the proforma invoice is required before the installation or provisioning of such services. Services will not be activated until full payment of the proforma invoice is received.
     • Payment Due Date: Payment is due within 7 calendar days from the date of the invoice unless otherwise agreed upon in writing.
     • Payment Methods: Payments may be made via electronic funds transfer (EFT), credit card, debit order, or any other method accepted by the Provider. All payments must reference the correct invoice number for accurate processing.
     • Late Payments and Penalties: If the Subscriber fails to pay any amount due within 7 days of the invoice date, the Provider reserves the right to:
       • Charge interest on overdue amounts at a rate of prime + 7% per month, calculated from the due date until payment is received.
       • Suspend or terminate the Subscriber’s access to the Services.
       • Recover any legal fees or collection costs incurred due to non-payment.
     • Non-Payment: In cases where the Subscriber’s account remains unpaid for more than 30 days, the Provider reserves the right to:
       • Suspend or terminate the Services without further notice.
       • Withhold any future services or reactivation of services until full payment is received, including any penalties, interest, and reconnection fees.
       • Report the Subscriber’s non-payment to credit bureaus, affecting their credit rating.
       • Reject any service migration or porting requests from any vendors not part of Cloud-Zero Communications.
       • Pursue legal action: The Provider reserves the right to initiate legal proceedings to recover any outstanding amounts due. The Subscriber will be liable for all costs incurred by the Provider in connection with such legal action, including but not limited to attorney’s fees and court costs.
       • Fee Adjustments: The Provider reserves the right to adjust the fees for Services at any time, provided the Subscriber is given 30 days’ notice in writing.
6. EQUIPMENT
   • Ownership of Equipment: Any Equipment provided by the Provider, such as routers, modems, servers, or other devices, remains the property of the Provider unless explicitly sold to the Subscriber. The Subscriber must use the Equipment in accordance with the Provider’s instructions.
   • Care of Equipment:
     • The Subscriber agrees to take reasonable care of the Equipment while it is in their possession and is responsible for protection against all external factors such as but not limited to power surges, water damage, and theft.
     • The Subscriber must not tamper with, modify, or alter the Equipment in any way unless expressly authorized by the Provider.
     • In the event of Equipment damage caused by the Subscriber’s negligence or misuse, the Subscriber may be liable for repair or replacement costs.
   • Return of Equipment: Upon termination of the Services or this Agreement, the Subscriber is required to return all Provider-owned Equipment in good working order within 7 days. Failure to return the Equipment within this period may result in the Subscriber being billed for the full replacement cost.
   • Repairs and Maintenance: The Provider is responsible for routine maintenance and repair of the Equipment, but the Subscriber must immediately notify the Provider of any defects or malfunctions. The Provider will not be responsible for any loss or damage caused by the Subscriber’s failure to report defects or malfunctions in a timely manner.
   • Insurance: The Subscriber is required to insure all equipment against any damages such as lightning or theft and remains responsible for the Equipment at all times.
   • Callout Fees: The Provider reserves the right to charge a Callout Fee for any technical assistance requested by the Subscriber outside of routine maintenance, repairs covered by warranty, or installation services. The callout fee is applicable if:
     • The issue was caused by Subscriber negligence or misuse of the Equipment.
     • The issue was found to be outside the Provider’s responsibilities or scope of service.
     • The Subscriber requests a site visit that is not related to service performance or is found to be unnecessary after investigation. The callout fee will be communicated to the Subscriber prior to the visit and must be paid in full within 7 days of invoicing.

6. USE OF SERVICES
   • Acceptable Use: The Subscriber agrees to use the Services only for lawful and proper purposes in compliance with all applicable laws, the Provider’s Acceptable Use Policy (AUP), and the Fair Use Policy (FUP). The AUP and FUP are incorporated into this Agreement by reference and may be updated by the Provider from time to time.
   • Fair Use Policy (FUP): The Subscriber agrees to comply with the Provider’s Fair Use Policy (FUP), which sets limits on data usage, bandwidth, and network resources to ensure a high-quality experience for all users. The FUP aims to prevent misuse or excessive consumption that negatively impacts the network and other Subscribers. The Provider reserves the right to:
     • Temporarily reduce the speed of the Subscriber’s service if usage exceeds a reasonable threshold.
     • Prioritize traffic or restrict bandwidth if the Subscriber engages in excessive usage during peak times.
     • Suspend or terminate the Subscriber’s service if continued violation of the FUP occurs.
   • Prohibited Activities: The Subscriber agrees not to use the Services to:
     • Attempt unauthorized access to any network or system.
     • Engage in network abuse, including denial of service (DoS) attacks.
     • Operate any server, relay, or commercial service without the Provider’s express permission.
     • Interfere with other users’ enjoyment or use of the Services.
   • Security Measures: The Subscriber is responsible for implementing appropriate security measures for their network, devices, and accounts. The Provider will not be liable for any data breaches, unauthorized access, or damage to the Subscriber’s data or devices unless caused by the Provider’s negligence.
   • Service Suspension Due to Misuse: The Provider reserves the right to suspend or terminate Services without notice if the Subscriber is found to be engaging in any of the prohibited activities listed in this Agreement, the AUP, or the FUP. The Subscriber will remain liable for any fees due during the period of suspension.
7. SERVICE PERFORMANCE AND INTERRUPTIONS
   • Service Levels: The Provider will make every reasonable effort to provide Services in accordance with the performance levels specified in any Service Level Agreement (SLA) applicable to the Subscriber’s service plan. In the absence of an SLA, no specific performance guarantees are provided.
   • Scheduled Maintenance: The Provider may schedule maintenance or upgrades to its network that may result in temporary service interruptions. The Provider will notify the Subscriber of such scheduled maintenance at least 24 hours in advance, where possible.
   • Unscheduled Interruptions: In the event of an unscheduled service outage due to technical issues, force majeure events, or third-party failures, the Provider will work to restore Services as quickly as possible. The Provider is not responsible for outages caused by events beyond its control.
   • Service Credits: If the Subscriber experiences prolonged service downtime due to a fault in the Provider’s systems, the Subscriber may be eligible for a service credit under the terms of the applicable SLA. Service credits are the sole remedy for downtime and do not constitute a refund. In the absence of an SLA, no credits or refunds will be passed.

12. TERM AND TERMINATION
    • Agreement Term: This Agreement will remain in effect as long as the Subscriber has active Services under any Service Order Forms with the Provider. The Agreement may not be cancelled before the completion or termination of all active Service Order Forms, except as otherwise allowed by their terms.
    • Automatic Renewal: Upon completion of the initial term of any Service Order Form, this Agreement will automatically renew on a month-to-month basis unless either party provides 60 days’ written notice of termination prior to the end of the term.
    • Termination by Subscriber: The Subscriber may terminate this Agreement by providing 60 days’ written notice to the Provider, but only after all Service Order Forms are either completed or cancelled according to their terms. Early termination of any Service Order Form may incur an early termination fee equal to 100% of the remaining contract value for that specific Service Order Form.
    • Termination by Provider: The Provider may terminate this Agreement immediately if the Subscriber:
      • Fails to comply with the terms of this Agreement, the AUP, or the FUP.
      • Engages in fraudulent activity.
      • Fails to pay any amounts due for more than 30 days.
    • Effect of Termination: Upon termination of this Agreement:
      • The Subscriber will return all Provider-owned Equipment in good working order within 7 days.
      • The Subscriber will be liable for any fees incurred up to the date of termination.
      • The Provider reserves the right to recover any costs associated with retrieving its Equipment or unpaid balances.
    • Survival: The obligations of the Subscriber under Sections 3 (Payment Terms), 4 (Equipment), and 8 (Limitation of Liability), as well as any indemnity obligations, shall survive the termination of this Agreement.
13. LIMITATION OF LIABILITY
    • Exclusion of Indirect Damages: The Provider shall not be liable for any indirect, incidental, special, or consequential damages, including loss of business, revenue, or profits, arising out of or in connection with this Agreement or the use of the Services.
    • Limitation of Direct Liability: The Provider shall not be liable for any direct damages, including but not limited to any loss of business, revenue, profits, data, or any other damages arising out of or in connection with the provision of Services, this Agreement, or the use of the Services. This includes any damages resulting from interruptions, delays, or the inability to use the Services for any reason.
    • No Warranties: Except as explicitly stated in this Agreement, the Services are provided on an “as is” and “as available” basis, without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
14. INDEMNIFICATION
    • Subscriber Indemnity: The Subscriber agrees to indemnify, defend, and hold harmless the Provider, its affiliates, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including legal fees) arising from:
      • The Subscriber’s use of the Services.
      • The Subscriber’s breach of this Agreement, the AUP, or the FUP.
      • Any activity or content that infringes upon third-party intellectual property rights, violates any law, or causes harm to any third party.
15. FORCE MAJEURE
    • The Provider will not be liable for delays or failure in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, labor disputes, government action, civil unrest, natural disasters, or failures of third-party providers. In the event of force majeure, both parties will make reasonable efforts to mitigate the impact of the event on service provision.
16. DISPUTE RESOLUTION
    • Amicable Resolution: The parties agree to first attempt to resolve any disputes arising out of this Agreement amicably through good faith negotiations.
    • Arbitration: If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA). The arbitrator’s decision shall be final and binding.
    • Jurisdiction and Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. The parties submit to the exclusive jurisdiction of the South African courts for any disputes not resolved through arbitration.
17. GENERAL PROVISIONS
    • Entire Agreement: This Agreement, including any annexed Service Order Forms, Acceptable Use Policy, Fair Use Policy, and Service Level Agreement, constitutes the entire agreement between the parties and supersedes all prior understandings or agreements, whether written or oral, regarding the subject matter.
    • Amendments: This Agreement may only be amended by a written agreement signed by both parties.
    • Assignment: The Subscriber may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Provider.
    • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
    • Notices: All notices under this Agreement must be in writing and will be deemed delivered when sent by email, registered post, or courier to the addresses specified by the parties.