In this Agreement, unless the context clearly indicates otherwise, the following words and expressions shall bear the meanings assigned to them, and cognate expressions shall bear corresponding meanings.

2.1. “Smart Technology Centre (Pty) Ltd” (STC): a private company for gain incorporated under the laws of the Republic of South Africa, bearing Registration Number 2011/011853/07, and includes its affiliates and subsidiaries.

2.2. “Abortive Costs”: refers to any expenses incurred by STC during the Customer Order Fulfilment (COF) process up to the point of cancellation or termination of a service order by the Customer. These may include administrative fees, preparatory work, allocated resources, and any third-party charges related to the processing of the customer order. Abortive Costs are applicable if the customer cancels the order prior to delivery or activation and will be invoiced to the Customer accordingly.

2.3. “Access Details”: refers to the credentials, including a username and password or any other form of identification, required to access the services, systems or products as specified in the customer order. These details are unique to the Customer and are essential for securing access to and maintaining the confidentiality of the services provided by STC. The customer is responsible for safeguarding these access details and ensuring they are used in accordance with the terms of the Agreement.

2.4. “Activation”: means the process of enabling a service to the Customer, which may include the Customer’s premises, a branch, a hosting facility, or any related location.

2.5. “Activation Date”: the date on which STC enable access to and/or makes available for use, a product or service for the Customer. THE TERM OF SERVICE TAKES EFFECT FROM THE ACTIVATION DATE.

2.6. “AFSA”: the Arbitration Foundation of Southern Africa.

2.7. “Agreement”: refers to the current version of these Terms and Conditions, the signed Customer Order, and any related schedules or addenda. This Agreement incorporates the Privacy Policy, the Acceptable Use Policy, and any service-specific schedules or documentation, all as amended from time to time per Clauses 31, 32. BY USING OR SUBSCRIBING TO STC’S PRODUCTS OR SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THESE TERMS, ALONG WITH ANY APPLICABLE ANNEXURES, WHICH COLLECTIVELY GOVERN YOUR RELATIONSHIP WITH STC. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE OR SUBSCRIBE TO ANY OF OUR PRODUCTS OR SERVICES.

2.8. “Application”: a request for initiation of a service(s), product(s) and or provision of good(s).

2.9. “Application Form” and “Quote”: refers to the document (including any electronic document) on which you selected your service or product of choice, and which incorporates a signed quote or electronic instruction to STC to proceed.

2.10. “Applicable Laws”: any statute, regulation, bylaw, ordinance or subordinate legislation in force from time to time to which a Party is subject, the common law as applicable to the Parties from time to time, any binding court order, judgment or decree, any applicable industry code, policy or standard enforceable by law, or any applicable direction, policy, rule or order that is binding on a party and that is made or given by any Authority, in any territory that is applicable to this agreement in particular with respect to the performance of service(s).

2.11. “Authority” or “ICASA”: means the Independent Communications Authority of South Africa, established under the Independent Communications Authority of South Africa Act 13 of 2000, along with its successors, responsible for regulation the telecommunications and electronics industry within the Republic of South Africa.

2.12. “Business Day”: refers to any day from Monday to Friday, excluding Saturdays and Sundays, and public holidays as defined by the Public Holidays Act, Act 36 or 1994, in the Republic of South Africa.

2.13. “Business Hours”: the hours between 08h00 and 17h00 South African Time GMT+2, on a Business Day.

2.14. “Calendar Month”: means any of the twelve (12) months of the Gregorian calendar commencing on the first day of that month and ending on the last day of that specific month.

2.15. “Charges”, “Fees” and “Amounts Due”: means the monetary obligations payable by the Customer to STC for services, goods and equipment provided by STC, as specified in the Customer Order and any service specific terms. Payment is required in accordance with the terms granted by STC; if no such terms have been granted, payment due by the 1st day of each month, with the total not exceeding the outstanding balance on the Customer’s account. The amount due includes recurring and one-time fees for items such hardware, third-party software, and any other tangible or digital products delivered by STC. Additionally, this encompasses Other Amounts which are charges incurred including but not limited to reactivation fees, administrative fees, call-out fees, professional support services, bank charges, cancellation penalties (abortive costs), interest on overdue payments and collection charges.

2.16. “CPA”: the Consumer Protection Act 68 of 2008, as amended from time to time.

2.17. “Confidential Information”: Confidential Information determined in accordance with Clause 18 of this Agreement.

2.18. “COF” (Customer Order Fulfilment): the process of completing an order, including all steps from receiving the order to delivering the requested products or services.

2.19. “Consent”: any voluntary, specific and informed expression of will in terms of which permission is given for the processing of personal information.

2.20. “Customer”, “Subscriber”, “User” or “End User”: refers to any natural or legal person who enters into an agreement with STC for the use of any products, services, or equipment provided by STC. This definition includes the person or entity who signs or authorises any application or service order related to the agreement and encompasses all individuals or third parties’ access or using the STC service(s), whether authorised directly by you, or by means of shared access. This term applies to employees, contractors or other associated parties interacting with the service on behalf of the you, ensuring that any user bound by the agreement is covered by these terms.

2.21. “Customer Data”: means Data of, pertaining to or belonging to you.

2.22. “Customer Order”: means a binding by the Customer for the provision of specific services or goods from STC. A Customer Order signifies your commitment to STC, communicated through written, electronic, or verbal (telephonic) instruction. This includes acceptance of STC issued quote, which the Customer Order acknowledges you have read, understood, and agree to this Agreement, and any related terms and conditions that may apply. A Customer Order includes but is not limited to:

2.22.1. An order for the supply of products or services submitted to STC by you or your authorised representative.

2.22.2. An order accepted and confirmed by STC through delivery or service provisioning.

2.22.3. Any written, electronic, or issued order provided by you or your authorised representative, including orders confirmed via email, signed, or authorised in a manner deemed valid (including digital or manual signatures).

2.22.4. Your use or provisioning of a service through the applicable functionality of the STC Environment.

2.23. “Customer Premises”: refers to the physical location specified in the Application Form where the chosen services will be delivered and utilized. This location may include any associated areas where equipment is installed, or service access is facilitated. For clarity, the Customer is responsible for ensuring that the premises are adequately prepared for the delivery and use of the goods and services, including compliance with any relevant technical or operational requirements.

2.24. “Customer Specific Services”: means tailored services provided by STC to meet the unique needs and requirements of an individual customer. These services are customized based on the customer’s specific environment, business processes, and objectives. They may include bespoke IT solutions, dedicated support, personalized consulting, and any other specialized services designed to address the particular challenges and goals of the customer.

2.25. “Damages”: means, without limitation, all liabilities, costs, accounts, damages, losses, expenses, fines, penalties, and all related costs and expenses (including legal fees on an attorney-and-own-client scale, interest, and penalties wherever and however arising, whether past, present, unascertained, unknown, immediate, future, or contingent, and whether based in contract, delict, equity, or statute. This includes direct, general, indirect, special, incidental, or consequential loss or damage, or any loss or corruption of data, or loss of profit, business, or goodwill.

2.26. “Data”: means electronic information in any form that can be processed digitally, including Customer Data, handled on any STC Environment, platform, service, or customer system, and includes personal information as defined by Data Protection Laws.

2.27. “Database”: means a collection of related data including, but not limited to, text, images, sound and video, all of which have been created and integrated using a method of connecting and displaying the data into a collection of interrelated independent files or data which are stored together.

2.28. “Data Protection Legislation”: means POPIA and all applicable legislation and regulatory requirements in force from time to time in the Republic of South Africa which apply to a Party relating to the use of personal data (including the privacy of electronic communications, as amended or updated from time to time.

2.29. “Debit Order”: means any debit order including, but not limited to, any of the following: authenticated early debit order (AEDO), non-authenticated early debit order (NAEDO) or DebiCheck.

2.30. “Domain”: means an Internet subdomain registered with an authorised registrar appropriate to its top-level domain (“TLD”) and comprising its constituent domain name server records including, but not limited to, host names, aliases and mail exchange (“MX”) records.

2.31. “Effective Date”: the agreement acceptance date or signature date of the party last signing, including any applicable product or service-specific terms and conditions, be that in writing, in electronic medium, (for example by clicking “I agree” on a web page or via your mobile phone) or through telephonic acceptance). This is the date from which the rights and obligations under this Agreement and any associated terms commence.

2.32. “Electronic Communications Act” or “ECT Act”: the Electronic Communications Act, 2005.

2.33. “Equipment” or “Customer Premise Equipment” (“CPE”): refers to any device, equipment, or hardware supplied by STC or required by the Customer to access and use the services or used in conjunction with the services provided by STC. This includes, but is not limited to, optical network terminals (ONT), routers, and Subscriber Identity Module (SIM) cards. Equipment is distinct from other “Goods” in that it is specifically associated with enabling and maintaining access to the STC services. Warranties and return policies for such Equipment are subject to the terms of the applicable vendor or Last Mile Provider’s fault and return process and policy. STC’s liability is limited to the extent of these terms and policies.

2.34. “Expiry Date”: The end date of a service term, where specified on a customer order (e.g., a security certificate). If no service cancellation is received prior to the end of the term, the service will resume on a month-to-month basis or renew annually, as applicable (e.g., a security certificate, domain, Microsoft agreement), until notice to terminate is received in accordance with the service terms.

2.35. “Goods”: means any and all products provided by STC to the Customer as specified in the customer order or quote supplied by STC, upon request by the Customer. This includes but is not limited to hardware, third-party software, and other tangible products. STC provides these items on acceptance of the customer order or quote. STC DOES NOT ASSUME RESPONSIBILITY FOR THEIR FITNESS FOR PURPOSE. Warranties and return policies for such Goods are subject to the terms of the applicable vendor or software provider’s published warranties and return schedules. This definition excludes equipment specifically used to access services, which is covered under the “Equipment” definition.

2.36. “Good Industry Practice”: the exercise of that degree of skill, diligence, prudence and foresight which would reasonably be expected from a skilled and experienced service provider providing similar services to those provided under this agreement. Such a service provider would seek in good faith to comply with its contractual obligations, and with all applicable laws, codes of professional conduct, relevant codes of practice, relevant standards, and all conditions of planning and other consents.

2.37. “Force Majeure and Uncontrollable Event”: refers to any event or circumstance beyond the reasonable control of a party that prevents or delays obligations under this Agreement, as detailed in Clause 14. Examples include natural disasters, acts of God, severe weather, war, civil unrest, government lockdowns, and service disruptions from network providers or third-party suppliers.

2.38. “Incident”: means (i) any single event, or (ii) any set of events, which result in degraded service availability or service downtime.

2.39. “Initial Term”: the minimum term for which a service is provided to the Customer, as indicated on the STC Application Form or Quote, which may be referred to as term, contract term, or any other field indicating a contract term.

2.40. “Intellectual Property”: means, amongst other things, any know-how (not in the public domain), invention (whether patented or not), design, trade mark (whether or not registered), or copyright material (whether or not registered), processes, process methodology (whether patented or not), and all other identical or similar Intellectual Property as may exist anywhere in the world which is not in the public domain and any applications for registration of such Intellectual Property.

2.41. “Intellectual Property Rights”: the copyright on any work in terms of the Copyright Act, No. 98 of 1978, including without limitation the right to reproduce that work, the rights in respect of a trade mark conferred by the Trade Marks Act, No. 194 of 1993, the rights in respect of a design conferred by the Designs Act, No. 195 of 1993, and the rights in respect of a patent conferred by the Patents Act, No. 57 of 1978.

2.42. “IP Provisioning”: refers to the process of assigning and managing IP (Internet Protocol) addresses for use within a network. This includes allocating IPv6, public, or private IPv4 addresses to devices / customers, ensuring they have the necessary network resources to connect to the internet / communicate over the network. Customers do not receive ownership rights to these IP addresses, and STC may change them as needed.

2.43. “Last Mile Provider”: A third-party vendor responsible for the final leg of the telecommunications network delivery, connecting the service from the nearest network node to the end user’s premises. The Last Mile Provider’s Standard Terms and Conditions apply to this Agreement and may change over time. The choice of provider and service depends on their ability to integrate with STC and requires a Site Readiness Survey (SRS) to confirm site access feasibility. Factors considered include speed, contention ratios, availability, mean time to repair, and cost. The Customer is responsible for ensuring the chosen service meets their specific needs. STC may act as the Last Mile Provider or partner with a third-party vendor.

2.44. “Marks”: any trademarks, logos, brand names, domain names or other marks of STC.

2.45. “MRC” (Monthly Recurring Charges): The monthly service fee that will be invoiced to the Customer for the use of STC services, as specified in the Application Form or customer quote.

2.46. “NCA”: the National Credit Act, 34 of 2005.

2.47. “Network Coverage”: the geographical area within which the service can be accessed and used by the Customer, as determined at the time coverage was established.

2.48. “Network” or “Our Network”: means any network, electronic communications network, system, server, hardware or technology infrastructure, or the like, including STC’s own infrastructure as described in the STC Environment, and any third-party networks provided by Network Providers. This network includes all systems, servers, hardware, and infrastructure, owned or operated by STC or its suppliers, used for delivering STC services or products to customers.

2.49. “Network Operator”: STC, an independent electronic communications network service provider, which together with the electronic communication services conveyed over other such network providers (e.g., Dark Fibre Africa, Liquid, Metro Fibre, MTN, OpenServe, Vodacom) makes services available to you and other industry players for commercial purposes.

2.50. “Network Provider”: means an entity authorised by the Authority to provide telecommunication services including, but not limited to, fixed line operators, mobile operators, wireless operators, or any other operator that provides access and network services (including value added services). This may involve partnerships with STC, providing connectivity that integrates into the STC Environment used to deliver services to customers.

2.51. “Network Services”: means telecommunication services offered by a Network Provider, including connectivity and network access, which are used by STC to facilitate and deliver integrated services to customers within the STC Environment.

2.52. “NRC” (Non-Recurring Charges): One-time costs specified in the customer quote. These charges cover specific services or products that are not part of the regular, ongoing service fees. They are invoiced to the customer for payment according to the customer-specified terms, or upfront as may be required.

2.53. “Other Amounts”: means additional charges that may arise in relation to the provision of services or goods by STC, including but not limited to reactivation fees, administrative charges, equipment purchase charges, call-out fees, professional support fees, bank charges, cancellation penalties (abortive costs), interest on overdue payments, and collection charges.

2.54. “Party”: means either of STC or the Customer, as the context indicates and ‘Parties’ shall mean STC and the Customer together.

2.55. “Purchase Order”: means the Customers purchase order placed with STC specifying the goods, licence and/or service required you from STC, as may be officially numbered, utilizing the Customers purchase order system.

2.56. “Purchase Order Number”: means the Customers purchase order number stated on the Purchase Order.

2.57. “Personal Information”: any information about a living human being or existing organisation (as applicable data protection laws require), provided that someone is capable of identifying them from that information. This includes but is not limited to, the definition provided in the Promotion of Access to Information Act 2 of 2000 (“PAIA”).

2.58. “POPIA ”: means the Protection of Personal Information Act 4 of 2013 and its regulations as amended from time to time.

2.59. “Privacy Notice”: STC’s privacy policy published on the STC website (or such other URL as STC may notify the customer to), as amended from time to time.

2.60. “Processing”: the meaning ascribed to it in POPIA, and “Process”, “Processed” and “Processes” shall be construed accordingly.

2.61. “Product”: Any combination of Goods and Services provided by STC to the Customer, as specified in the Customer Order or Quote. Products may include physical equipment, software, and associated services required for their operation or enhancement.

2.62. “Professional Services”: Services requested by the customer that are logged to the ServiceDesk as a ticket for billable services that are not included in the monthly recurring service offering, unless otherwise specified. These services include break-fix support, project-based support, consulting, and related tasks assigned to STC to assist or guide the customer. To allow customers to manage these additional charges, STC sets a billable support threshold per logged ServiceDesk ticket. The Service Desk team will continue to work on the ticket up to a maximum of three (3) hours, known as the up-front threshold. Once this threshold is reached – STC will proactively notify you that the billable support item has reached the 3-hour threshold and requires Customer approval before proceeding with additional work on the item.

2.63. “Receiving Party”: the party receiving Confidential Information.

2.64. “Republic”: means the Republic of South Africa.

2.65. “RICA”: the Regulation of Interception of Communications and Provision of Communication Related Information Act 70 of 2003.

2.66. “Services”: the services (if any) required or ordered by you from STC, as specified in more detail in the STC customer quotation.

2.67. “Service Downtime”: refers to periods when internet service or network resources become unavailable, causing interruptions in communication and connectivity and potentially impacting the Services.

2.68. “Service Offering”: the products and services offered to you for purchase, as issued on a STC customer quote.

2.69. “Service Fee and Charges”: The fees payable to STC monthly for each service provided to the Customer, including monthly recurring charges and one-time charges, as applicable. These fees are specified in the Customer Quote and may include additional service initiation charges. The service fee refers to the monthly recurring service as per your contract(s). The customer quote forms part of the contract, which is regarded as the Customer Order, approved electronically or with a Customer Order Number. Fees and charges may be adjusted from time to time.

2.70. “Service Terms”: means the terms under which STC will provide goods and services, as outlined in the STC quote or accompanying email/schedule. This includes descriptions, obligations, applicable fees, any policies, and or schedules related to service delivery and usage. These terms are binding and may be amended from time to time.

2.71. “Software”: means any computer program (whether source or object code), including database structures or content, artistic works, screen layouts, cinematograph films, sound recordings, preparatory materials, user or technical documentation, and any other work created in connection with it, along with any modifications, enhancements, or upgrades.

2.72. “Specification(s)”: the description, instructions, documents, plans, drawings, artwork, technical data, operational requirements or any other such requirements relating to the Goods and/or Services agreed between the Parties and stipulated in the STC quote and customer order.

2.73. “Supplier”: a supplier of goods and / or services to STC, including associate, partner or otherwise used, contracted employed or otherwise by STC or STC Suppliers. STC relies on a number of suppliers who supply infrastructure, services, and solutions to or through STC, by means of or facilitated by the STC System.

2.74. “STC Environment”: the comprehensive, information technology and communication system, operated by STC, which includes internet-accessible digital computing infrastructure housed within distributed computer centres. The environment encompasses network, hardware, and software components, owned or used by Customers, and which facilitate the delivery of services and solutions used by Customers as set out in Clause 2.20. The STC Environment includes, but is not limited to, servers, peripherals, routers, switches, software, databases, cables, generators, and uninterruptible power supplies, all functioning together as a unified platform to provide various solutions and services. Additionally, the STC Environment incorporates supplier-provided services and related systems, all of which are utilized and accessed by the STC Environment to enhance and deliver these offerings to Customers, and Subscribers associated with those Customers.

2.75. “Term”: the Initial Term and any subsequent Renewal Term applicable.

2.76. “Terms and Conditions”: means the terms and conditions detailed in this document.

2.77. “Third Party Content”: All software, data, text, images, audio, video, photographs, and other content and material, in any format, obtained or derived from third-party sources outside of STC services. This content may be accessed through, within, or in conjunction with the Customer’s use of the Services. Examples include data feeds from extranet systems, third-party databases via API integration, social network services, and RSS feeds from blog posts. The Customer is solely and fully responsible for the use of Third-Party Content.

2.78. “Website”: means the STC website www.smartonline.co.za.

2.79. “VAT”: means Value Added Tax as provided for in the Value-Added Tax Act, 1991.

2.80. “VPN”: means Virtual Private Network, a technology that establishes a private or secure network connection within a public network, such as the Internet.

2.81. Interpretation: In this agreement, unless a contrary intention is clear from the context:

2.81.1. The singular includes the plural, and vice versa.
2.81.2. A reference to any gender includes all genders, and a reference to a person includes any individual, corporate body, unincorporated body, or any legally recognized entity.
2.81.3. Where a number of days is specified, calculation excludes the first day and includes the last, unless the last day is not a Business Day, in which case it extends to the next Business Day.
2.81.4. Clause headings are for convenience only and shall not affect interpretation.
2.81.5. Words defined in this Clause or in a schedule shall carry the same meaning throughout this agreement, including in schedules and annexures.