Agile Solutions Provider

Standard Terms and Conditions

1. Definitions and Interpretation

The agreement defines key terms including: Agreement (Master Services Agreement plus relevant Customer Orders), Business Day (excludes weekends and national holidays), Charges (call charges, usage charges, installation fees, rental charges, and monthly fees), Customer Data (data transmissions, personal information, and data necessary for service establishment and billing), Service Equipment (hardware and systems provided by Agile Solutions Provider at customer sites), and Service Term (the period for which service is provided, with minimum initial term of one year).

2. Service

Customers may submit Customer Orders on the terms of the Master Services Agreement. Orders become binding only after written acceptance by both parties, including credit checks. Individual Customer Orders create separate contractual relationships governed by the Master Services Agreement and specific order terms.

3. Service Activation

Agile Solutions Provider conducts tests to confirm service readiness. Customers are deemed to have accepted service upon delivery of a Ready for Service Notification or when first using the service.

4. Charges and Payment Terms

  • Charges remain unchanged during the Initial Service Term
  • Call and usage charges accrue from service commencement and are invoiced monthly in arrears
  • Installation charges accrue on Service Activation Date
  • Rental and monthly fees accrue from Service Activation Date and are invoiced monthly in advance
  • Invoices are due within seven days of issuance
  • Interest accrues on overdue amounts at rates permitted under the National Credit Act

5. Service Performance

Agile Solutions Provider exercises reasonable skill and care as a competent Internet service provider. The service shall conform to descriptions and service levels specified in relevant Customer Orders.

6. Service Suspension

Agile Solutions Provider may immediately suspend service in cases involving: reasonable grounds for termination, court or regulatory orders, Emergency Works requirements, fraudulent or illegal use, anticipated payment inability, or criminal activity involvement.

7. Term and Termination

Either party may terminate a service with 90 days' notice after the Initial Service Term expires. Either party may terminate immediately for material breaches not remedied within 10 Business Days. Early termination penalties include 50% of remaining rental charges plus any circuit cancellation costs.

8. Customer Obligations

Customers must:

  • Grant access rights to service sites
  • Use Service Equipment only for receiving the service
  • Not move, modify, or interfere with equipment
  • Maintain insurance on Service Equipment
  • Permit inspections and maintenance
  • Comply with applicable legislation and the Acceptable Use Policy
  • Indemnify Agile Solutions Provider for breaches

9. Liability

Total liability is limited to six times average monthly billing per event, with a maximum of 12 times average monthly billing annually. Neither party is liable for indirect or consequential losses. This limitation does not apply to death or personal injury from negligence.

10. Force Majeure

Neither party is liable for delays or failures caused by Force Majeure Events beyond reasonable control, including fires, floods, wars, power outages, and strikes.

11. Intellectual Property, IP Addresses and Domain Names

All intellectual property rights remain with Agile Solutions Provider. IP addresses assigned to customers are for service use only and must be returned upon service discontinuation.

12. Confidentiality

Parties must use Confidential Information only for agreement purposes and may not disclose it to third parties without written consent, except to employees, agents, or contractors with similar confidentiality obligations.

13. Assignment

Neither party may assign rights or obligations without written consent, except Agile Solutions Provider may assign to affiliates or as part of asset sales, mergers, or financing arrangements.

14. General Provisions

  • Invalid provisions do not void the entire agreement
  • Non-enforcement of rights does not constitute waiver
  • The agreement creates no partnership or joint venture
  • Modifications require written agreement

15. Notices

Notices are deemed served by hand delivery (next Business Day), registered post (10 Business Days), facsimile (next Business Day), or email (next Business Day if not returned).

16. Entire Agreement

The Master Services Agreement and active Customer Orders constitute the entire agreement, superseding prior understandings.

17. Dispute Resolution

Parties must escalate disputes to management level. Payment disputes must be notified before invoice due date with supporting documentation.

18. Customer Data and Privacy

Agile Solutions Provider implements appropriate security measures to protect Customer Data. Customers consent to data use for service provision, administration, billing, fraud detection, and communications. Customers warrant they have obtained necessary consents from relevant parties.

19. Governing Law and Jurisdiction

The agreement is governed by South African law and subject to exclusive jurisdiction of South African courts.

Questions? Contact us at info@agilesp.co.za