1. INTERPRETATION

1.1  ”Sprint Telecoms” means Sprint Telecoms Holdings Pty Ltd, a company incorporated in the Republic of South Africa, with company registration number 2010/018949/07

1.2  ”Equipment” is any Equipment or software supplied by or on behalf of Sprint Telecoms to the Customer or placed at the Customer’s premises for the purpose of providing the Services as described in this Master Service Agreement and / or Service Order(s).

1.3  “Customer” means the Company, Close Corporation, Firm, Partnership or Persons contracting to receive the Services from Sprint Telecoms as set out in the Service Order(s).

1.4  “Commencement Date” means the date the first Service Order(s) is signed, this date is deemed to be the Commencement Date of this Agreement.

1.5  “Master Service Agreement”, “Agreement” means this Agreement duly entered into between the Customer and Sprint Telecoms which establishes the Terms and Conditions under which Sprint Telecoms will provide Services to the Customer in the form of individual Service Order(s).

1.6  “Premises”means the installation address as defined in the Service Order(s).

1.7  “Network Operator” refers to Sprint Telecoms, Neotel, Telkom and/or all other data and voice carriers that Sprint Telecoms interconnects with.

1.8  “Services” collectively means the Services provided to the Customer by Sprint Telecoms, which include Sprint Telecoms Connectivity, Sprint Telecoms Hosting Solutions, Sprint Telecoms Specialised Services and Sprint Telecoms Voice and ancillary Services related thereto and agreed upon by the Customer on the signed Service Order(s).

1.9  “Service Order” is a written request by the Customer on a Sprint Telecoms Service Order for   Sprint Telecoms to provide Services to the Customer at designate premises

1.10  “Recurring Monthly Charges” is your monthly recurring rental charges for Equipment and Service(s), plus VAT as per the Service Order(s).

1.11  ”Prepaid Call Usage” refers to the airtime, purchased in advance.

1.12  “Technical Site Visit”refers to the full site inspection completed at your Premises, by a Sprint Telecoms engineer prior to installation.

1.13  “Full Contract Price” means all outstanding amounts of whatsoever nature including Recurring Monthly Charges for the remainder of the contract as the case may be, of this Agreement.

1.14  “The Regulator” refers to ICASA, The Independent Communications Authority of South Africa.

 

  1. APPOINTMENT AND TERM

 

2.1 With effect from the Commencement Date, the Customer appoints Sprint Telecoms to provide the Services.

2.2  The initial Term of this Agreement is as per the Service Order(s) and commences on the date of signature or activation of services whichever is earlier (the Commencement Date).

2.3  The Customer acknowledges that the Master Service Agreement and Service Order(s) agreed in writing between the parties constitutes an irrevocable offer by the Customer, which may be accepted or refused by Sprint Telecoms in its sole discretion.

2.4  The Initial Term is set out in the Service Order(s). If the Customer continues to use the Services after the expiration of the initial Term, the Agreement will automatically renew for an additional term of the same length as the previous term. Sprint Telecoms reserves the right to change the pricing of the Services at any time upon 30 days’ notice on its website. Sprint Telecoms shall be entitled in its sole discretion to suspend, cancel, vary or terminate the Services or any part thereof.

 

  1. EQUIPMENT

 

3.1  Sprint Telecoms will provide Equipment as set out in the Service Order(s) for the provisioning of the Services. All risk in and to the Equipment shall pass to the Customer upon delivery. Any Equipment found to be faulty or defective as a result of design, material or workmanship shall be covered by the manufacturer’s warranty. For the duration of this Agreement the Customer undertakes not to modify or permit the modification of the equipment to use the Equipment only for Sprint Telecoms Services and not to allow third party use thereof. The Equipment provided to the Customer including the software incorporated in the Equipment and all right in and to the Equipment will not become the property of the Customer and will be returned to Sprint Telecoms on termination of this Agreement unless it is purchased by the Customer by way of written purchase and sale agreement.

 

  1. SPRINT TELECOMS SERVICES

 

4.1  The Customer shall allow Sprint Telecoms access to the Premises in order to install, maintain, monitor, inspect, replace or remove the Services.

4.2  Sprint Telecoms, subject to availability, will install the Services and Equipment as per the Service Order(s). The Equipment may be connected to your existing network infrastructure. Sprint Telecoms shall not be obliged to fix or troubleshoot any pre-existing issues that it may find as part of the pre-installation Technical Site Visit.

4.3  Where the Customer experiences a fault with the Services, the Customer will be required to contact our Technical Support Desk to report the fault.   Maintenance will be carried out as per the applicable Service Order(s).

4.4  The Customer shall have no claim of whatsoever nature and howsoever arising against Sprint Telecoms, its service providers or partners, including no right to cancel the Master Service Agreement and Service Order(s) or to withhold payment of any monies due in terms hereof, should the network temporarily or otherwise fail, malfunction, provide no or poor coverage or should any of the Services or facilities provided by Sprint Telecoms be temporarily unavailable.  

4.5  Sprint Telecoms is exempt from all liability for any loss or damage (whether direct or consequential) and/or for any costs, claims or demands of any nature to the Customer and/or third party arising from suspension, due to repairs and/or improvement work on the technical infrastructure by means of which the Services are provided. Sprint Telecoms shall endeavor to give the Customer prior notice of such maintenance work. Upon signature hereof, you indemnify and hold Sprint Telecoms harmless from all and any loss, injury, damage, fines, penalties and claims whatsoever and however rising from, or connected with the Services or the Equipment whether or not such claims are caused by any act or omission of Sprint Telecoms or anyone else.  

4.6  The Customer agrees that if for any reason any of the Agreements between the Network Operators and Sprint Telecoms are terminated so as to have the effect of Sprint Telecoms not being entitled to render the Services, all of the rights and obligations of Sprint Telecoms in terms of the Master Service Agreement, Service Order(s), its service providers or partners may be assigned to any third party service provider, at Sprint Telecoms’s sole discretion, without prejudice to the Customer’s rights.

4.7   The Customer undertakes to use the Services / Equipment in accordance with the Sprint Telecoms Acceptable Use Policy (as published from time to time at www.sprint.africa  for the purpose that the Services / Equipment are provided.

 

  1. INVOICING AND PAYMENT

 

5.1  Sprint Telecoms reserves the right to carry out a credit check against the Customer ( which the customer hereby consents to ) to ascertain its creditworthiness and subsequent to carrying out of such credit check may request from the Customer a cash deposit or suretyship.

5.2 The Customer shall pay Sprint Telecoms:

5.2.1 In the case of the “Recurring Monthly Charges”, payment for the first month to be pro-rated from the period of Commencement Date to the end of the billing cycle.

5.2.2 The Recurring Monthly Charges, as per the Service Order(s) are payable within 7 days of the date of the invoice.

5.2.3  A recurring monthly administration charge of R150 per transaction will be charged in respect of payment arrangements other than by Debit Order.

5.2.4  All Debit Order payments are collected by presenting an authorised Debit Order mandate to your bank once payment is due. Sprint Telecoms is not responsible for any charges or expenses (e.g., for overdrawn accounts) resulting from the collection of payments.  

5.2.5  Should the Debit Order be returned as unpaid, Sprint Telecoms shall without notice to the Customer, re-run the Debit Order at any time within the month in which the Debit Order was returned. An administration fee of R150 will be charged to you per unpaid transaction. Sprint Telecoms is entitled to charge your bank account at or after termination of Services for any outstanding fees including any applicable termination fees. Questions regarding charges to an account should be directed to the Sprint Telecoms Billing Department, (billing@sprint.africa). All charges are considered valid unless disputed in writing within thirty (30) days of the billing date. Adjustments will not be made for charges that are more than 30 days old.

5.2.6 The Customer agrees that payment shall only have been made to Sprint Telecoms when the monies remitted by the Customer have been received into Sprint Telecoms’s bank account.

5.3  The charges payable by the Customer to Sprint Telecoms for the provision or facilitation of the Services shall be stipulated in the notice, directive, promotion or applicable tariff

plan issued or derived by Sprint Telecoms from time to time and the contents of such notice, directive promotion or tariff plan including the charges and provisions stipulated therein shall be deemed to be incorporated in The Agreement as if specifically set out therein.

5.4  The Customer agrees that interest shall be payable on any monies due to Sprint Telecoms at the maximum legal interest rate prescribed in terms of the National Credit Act from the date they fall due. Interest shall be compounded monthly in arrears.

5.5  The Customer agrees that Sprint Telecoms shall be entitled from time to time to increase or vary the charges payable (as dictated by The Regulator or by extreme currency fluctuations) by the Customer to Sprint Telecoms for the Services. Sprint Telecoms shall endeavor to give the Customer prior notice of any such increases or variation on Sprint Telecoms website (www.sprint.africa ). If a variation is substantially to your detriment, we will make reasonable efforts to notify you of the change.

5.6  Sprint Telecoms’s monthly statement of charges shall be prima facie proof of the amounts owed by the Customer to Sprint Telecoms in terms hereof and of the other facts stated herein and should the Customer dispute the number, duration or amount charged in respect of any Services rendered by Sprint Telecoms, then the Customer shall bear the onus of proving that Sprint Telecoms’s statement is incorrect in such respect. The Customer renounces all legal exceptions available to it in law including error in calculation, no cause of action and division of accounts and the Customer consents to judgment in the amount as reflected in this monthly statement.

5.7  Sprint Telecoms shall have the right, without prejudice to any other right, to suspend the provision of the Services where any payment to Sprint Telecoms is overdue, having provided the Customer with seventy two (72) hours’ notice of its intention to suspend the Services.

5.8  Should Sprint Telecoms exercise its right to suspend the provision of the Services due to late or non-payment of any monies due in terms hereof by the Customer, then the Customer shall pay an administration charge of at least R150, as may be levied by Sprint Telecoms from time to time for each such non-payment, suspension or any other breach of this Master Service Agreement which amount shall be liable upon demand and recoverable by Sprint Telecoms.

5.9 Value Added Tax at the applicable rate on all vatable charges and services. All charges, unless otherwise stated, exclude value added tax.

5.10  UNUSED SERVICES CAPACITY.

5.10.1 Any airtime or data bundles not used after a 60 day period, shall expire.

 

  1. LIMITATION OF LIABILITY

 

6.1  The Customer hereby indemnifies Sprint Telecoms and holds Sprint Telecoms harmless against any claim by any third party arising directly or indirectly out of the Customer’s access to or use of the Services or information obtained through the use of it, including without limitation of any claim due to the use of the Services for unlawful purposes.

6.2 The Customer undertakes to pay Sprint Telecoms for the replacement or repair of damage to the Equipment or facilities caused by negligence, theft or wilful act of the Customer or third party; improper use of Services; or any use of Equipment or Services.

6.3 The Sprint Telecoms Equipment installed at the Customer’s Premises remains the property of  Sprint Telecoms, unless the Customer has purchased and paid for the Equipment in full.

6.4  The Customer consents to Sprint Telecoms uplifting the equipment upon cancellation of this agreement and waives all legal rights pertaining thereto.

 

  1. WARRANTIES

 

7.1  Save as expressly set out in this Master Service Agreement, Sprint Telecoms does not make any representations nor give any warranties or guarantees of any nature whatsoever in respect of Sprint Telecoms’s Equipment or Services and all warranties which are implied or residual at common law are hereby expressly excluded.

7.2  Without limitation to the generality of Clause 7.1, Sprint Telecoms does not warrant or guarantee that the information transmitted by or available to the Customer by way of the Services or Equipment;

7.2.1  will be preserved or sustained in their entirety;

7.2.2 will be suitable for any purposes;

7.2.3  will be free of inaccuracies, defects, bugs or viruses of any kind; and

7.2.4  will not contravene the laws of a particular country.

7.3 Sprint Telecoms assumes no liability, responsibility or obligations in regard to any of the exclusions set forth in this Clause 7.1 and 7.2 above.

 

  1. BREACH

 

8.1  If the Customer;

8.1.1  fails to pay the Activation Fee, Recurring Monthly Charges and or any other charges in terms of this Master Service Agreement and Service Order(s) subscribed for on the due date;

8.1.2  breaches any provision of the Master Service Agreement and/or Service Order(s), all of which are deemed to be material, and fails to remedy the breach within seven (7) days after the dispatch of a registered, hand delivered or faxed letter by Sprint Telecoms calling on the Customer to remedy the breach;

8.1.3  makes any misrepresentation during the course of this Agreement or in entering into this Agreement;    

8.1.4 abandons the Equipment or attempts to do anything which might prejudice Sprint Telecoms’s rights in terms of this Agreement;  

8.1.5  commits an act of insolvency in terms of the Insolvency Act No 1936;  

8.1.6 is a Company or Close Corporation and is deregistered or liquidated or in the case of a company placed under judicial management, whether provisionally or finally;

8.1.7   is a natural person and he or any one of his partners is provisionally or finally sequestrated,  or he or any one of his partners becomes subject to an administration order;

8.1.8    ceases its business activities for longer than a period of sixty (60) consecutive days, unless forced to do so by force majeure; OR

8.1.9   gives Sprint Telecoms notice of the termination of its suretyship, for any surety in favour of Sprint Telecoms, for the payment of the subscription in terms hereof.

Sprint Telecoms shall without prejudice to any other right available in law be entitled to enforce, cancel the Agreement and/or suspend its provision to the Customer of the Services in whole or in part and/or disconnect the Customer from the network and repossess the Sprint Telecoms Equipment and at its election claim immediate payment of the full contract price as pre-estimate of damages, which amount shall become due and payable forthwith; alternatively any damages incurred as a result of the breach. Irrespective of Sprint Telecoms’s election, Sprint Telecoms shall upon breach be entitled to terminate this Master Service Agreement and/or any Service Order(s) and shall be entitled to recover all legal expenses, including legal expenses (on an attorney-and-own client scale) incurred and arising directly or indirectly out of the Master Service Agreement and/or Service Order(s).

 

  1. DOMICILIUM AND NOTICES

 

The Customer and Sprint Telecoms hereby choose domicilium citandi et executandi for all purposes of and in connection with the Master Service Agreement and Service Order(s) at the physical address, e-mail and fax as set forth on the face hereof or in the Service Order(s). Sprint Telecoms shall be entitled to give any notice in terms of the Master Service Agreement and/or Service Order(s) by e-mail and or fax.

 

  1. GENERAL

 

10.1  The Customer cannot transfer this Agreement. This Agreement constitutes the entire Agreement between you and Sprint Telecoms with respect to your use of the Services. In the event of conflict between the terms and conditions of any other policies terms and condition between Sprint Telecoms and the Customer, the terms and conditions of this Agreement shall take precedence.

10.2  Sprint Telecoms is entitled to cede its rights and/or to delegate its obligations arising from the Master Service Agreement and/or assign this Agreement, wholly or partly, to any third party. The Customer shall not be entitled to cede or delegate his rights and obligations arising out of this contract, unless accepted in writing by the credit control manager or a director of Sprint Telecoms.

10.3  The Customer warrants the accuracy of all information furnished by or on behalf of the Customer in terms of or pursuant to the Master Service Agreement and Service Order(s). The Customer shall forthwith notify Sprint Telecoms in writing of any changes from time to time in the information set out in the schedule of the face hereof and on the signed Service Order(s).

10.4  No provision herein shall be construed against or interpreted to the disadvantage of a party by reason of such party having or being deemed to have structured, drafted or introduced such provision;

10.5   In this Master Service Agreement the singular shall include the plural.

10.6   This Master Service Agreement in conjunction with the signed Service Order(s) constitutes the sole record of the Agreement between the parties in regard to the subject matter thereof. Neither party shall be bound by any representation, express or implied term, promise or the like not recorded herein and in the Service Order(s) or reduced to writing and signed by the parties or their representatives. No addition or variation of this Master Service Agreement and the signed Service Order(s) shall be of any force or effect unless in writing and signed by or on behalf of the parties. No indulgence that Sprint Telecoms may grant to the Customer shall constitute a waiver of any of Sprint Telecoms’s rights.

10.7  The parties consent to the jurisdiction of the Magistrate’s Court, in respect of any action or legal proceedings in connection with this Master Service Agreement, notwithstanding the fact that the amount involved in such action or proceeding may be beyond the jurisdiction of a Magistrate’s Court. Sprint Telecoms however reserves the right to institute action or proceedings in the High Court.

10.8        Should any provision of this Master Service Agreement and the signed Service Order(s) be rendered unlawful, then that unlawful provision only shall be invalid, without effecting or invalidating any of the remaining provisions of the Master Service Agreement and the signed Service Order(s), which shall continue to be of full force and effect.

 

  1. FORCE MAJEURE

 

11.1 ; If Sprint Telecoms is prevented from or restricted directly or indirectly from carrying out all or any of its obligations under this Master Service Agreement and/or the signed Service Order(s) due to any reason or cause beyond the control of Sprint Telecoms or by reason of force majeure, Sprint Telecoms shall be relieved of its obligations in terms of the Master Service Agreement and Service Order(s) during such period.

 

  1. MISCELLANEOUS

 

12.1  The Customer cannot transfer this Agreement. This Agreement, the Acceptable Use Policy, and Sprint Telecoms’s other Agreements and policies posted on the Sprint Telecoms website, constitute the entire agreement between you and Sprint Telecoms with respect to your use of the Service. Sprint Telecoms may revise, amend, or modify the Agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted on the Sprint Telecoms website (www.Sprint Telecoms.co.za). If a variation is substantially to your detriment, we will make reasonable efforts to notify you of the change and we will allow you the option of terminating the Services without penalty.