SMART TECHNOLOGY CENTRE (PTY) LTD STANDARD TERMS AND CONDITIONS
Last updated: 07 July 2026
These terms and conditions apply to all business conducted with Smart Technology Centre (Pty) Ltd and provide clarity and understanding of your trading relationship with Smart Technology Centre (Pty) Ltd. If you have any questions, please contact us at legal@smartonline.co.za.
1. INTRODUCTION
In these Terms and Conditions:
Smart Technology Centre (Pty) Ltd (Registration No. 2011/011853/07), including its affiliates, subsidiaries and trademarks, is collectively referred to as “STC”, “we”, “us” or “our”. The Customer is referred to as “you”, “your”, “Customer”, “Subscriber”, “User” or “End User”. Each may also be referred to individually as a “Party” and collectively as the “Parties.”
BY ACCESSING, USING OR SUBSCRIBING TO ANY PRODUCTS OR SERVICES FROM STC, YOU AGREE TO THE FOLLOWING TERMS:
1.1. This Agreement shall be subject to and shall be governed by the laws of the Republic of South Africa.
1.2. The Customer is bound by these Standard Terms and Conditions, the Privacy Notice, the Acceptable Use Policy, and various STC Schedules, including any Service-Specific Schedule, Customer Trading Facility Application, Credit Application, and Personal Surety Documentation. The Privacy Notice and Acceptable Use Policy are available on our website www.smartonline.co.za, while the other documents are issued directly to the Customer. These documents apply to all Products and Services.
1.3. By subscribing to or using any STC Products and Services, the Customer confirms that it has read, understood, accepted, and is bound by these Standard Terms and Conditions and all applicable annexures. The Customer is responsible for checking the STC website for updates. STC will issue a 30-day notice of any website amendments electronically. STC will not be liable for delivery delays or failures due to external factors beyond its control. Reasonable effort to notify the Customer will be deemed sufficient. The Customer’s use of, or subscription to, any STC Products or Services confirms its acceptance of these Terms and Conditions, which constitute a legally binding agreement between the Customer and STC.
1.4. If the Customer does not accept these Terms and Conditions, the Customer must not access, use, subscribe to, order, receive, or continue using any STC Products or Services.
1.5. These Terms and Conditions must be read together with any product-specific or service-specific terms and conditions. Only in the event of a conflict will the product-specific or service-specific terms and conditions take precedence.
1.6. The Goods, Services, Products, Equipment, licenses, subscriptions, Professional Services, or related items provided by STC will be described in the applicable Quote, Customer Order, Service Schedule, or written scope issued or accepted by STC.
1.7. KEY TERMS AND ONEROUS TERMS
1.7.1. You are responsible for choosing products and Services that meet your needs (Clause 5.2).
1.7.2. Either Party may cancel this Agreement with notice (Clauses 5 and 6).
1.7.3. Failure to pay on time may result in suspension, account termination, service disruption, reconnection charges, recovery costs, and collection fees (Clauses 5, 6 and 7).
1.7.4. Abusive behaviour towards STC staff or brand will not be tolerated (Clause 23).
1.7.5. You agree to provide accurate information and authorise STC to process your personal information (Clauses 2, 18 and 19).
1.7.6. You agree that these Terms may change (Clause 31).
1.7.7. You agree that Service availability, termination consequences, access disablement, data deletion, data recovery limitations, security, data protection measures, warranties, exclusions of liability, and indemnities are limited and allocated, as set out in Clauses 5.14, 5.16, 11, 18, 19, 26 and 27, which must be read together.
2. DEFINITIONS
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 this 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 enables 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”: means the current version of these Terms and Conditions, the signed Customer Order, and any related schedules or addenda. This Agreement incorporates the Privacy Notice, the Acceptable Use Policy, and any service-specific schedules or documentation, all as amended from time to time in accordance with Clauses 31 and 32.
2.8. “Application”: a request for the initiation of a Service (s), Product (s), or the provision of Good (s).
2.9. “Application Form” and “Quote”: refers to the document (including any electronic document) on which the Customer selected its 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, by-law, 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 regulating 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. The amount due includes recurring and one-time fees for items such as hardware, third-party software, and any other tangible or digital products delivered by STC. Additionally, this includes Other Amounts, being charges incurred including but not limited to reactivation fees, administrative fees, call-out fees, Professional 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 juristic 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 accessing or using the STC Service(s), whether authorised directly by the Customer or by means of shared access. This term applies to employees, contractors, or other associated parties interacting with the Services on behalf of the Customer, ensuring that any such user bound by the Agreement is covered by these Terms.
2.21. “Customer Data”: means Data of, pertaining to, or belonging to the Customer.
2.22. “Customer Order”: means a binding instruction by the Customer, or by a person reasonably appearing to be authorised to act on behalf of the Customer, for the provision of specific Services, Goods, Products, Equipment, licences, subscriptions, Professional Services, or related items by STC. A Customer Order signifies the Customer’s commitment to STC and may be communicated by written, electronic, signed, digitally accepted, email, portal, telephonic, or other instruction accepted by STC, including acceptance of an STC-issued Quote, Service Schedule, Customer Order Form, or other written scope. A Customer Order includes, without limitation, any order, instruction, approval, acceptance, activation request, provisioning request, continued use, or use of a Service, Product, platform, portal, account, licence, subscription, or related functionality through the applicable STC Environment or service process. By placing, approving, or proceeding with a Customer Order, the Customer acknowledges that it has read, understood, accepted, and agrees to this Agreement and any related terms and conditions that may apply.
2.23. “Customer Premises”: refers to the physical location specified in the Application Form where the chosen Services will be delivered and utilised. 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 customised based on the Customer’s specific environment, business processes, and objectives. They may include bespoke IT solutions, dedicated support, personalised consulting, and any other specialised 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”: means the end date of the applicable Initial Term or renewal term for a Service, where such term is specified in the Customer Order, Quote, or Service Schedule.
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 at the Customer’s request. 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’s 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”: means any event or circumstance beyond the reasonable control of the affected Party which prevents, delays, impairs, or materially hinders the performance of its obligations under this Agreement, including any event or circumstance contemplated in Clause 14.
2.38. “Incident”: means any single event or any series of related events that results in degraded service availability, service interruption, 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, trademark (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 trademark conferred by the Trademarks 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 Goods that are not part of the regular, ongoing Service Fees. They are invoiced to the Customer for payment according to the Customer-specific 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 Customer’s purchase order placed with STC specifying the Goods, licence and/or Service required by the Customer from STC, as may be officially numbered, utilising the Customer’s purchase order system.
2.56. “Purchase Order Number”: means the Customer’s 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”: means STC’s Privacy Notice 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”: means any support request, incident, service request, advisory request, troubleshooting activity, remediation, break-fix support, project-based support, consulting task, or related assistance requested by or on behalf of the Customer, whether included in the applicable recurring Service Offering or separately chargeable, unless otherwise expressly stated in the applicable Customer Order, Quote, Service Schedule, or written scope issued by STC.
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 required or ordered by the Customer from STC, as specified in more detail in the STC Customer Quote.
2.67. “Service Downtime”: means any period, whether planned or unplanned, during which any Service, hosted service, managed service, cloud service, platform, portal, license-based service, subscription-based service, connectivity service, voice service, internet service, network service, security service, backup service, tenant, environment, system, application, integration, API, account, or related infrastructure, whether provided by STC, by or through the STC Environment, or by any third-party supplier, vendor, licensor, Network Provider, Last Mile Provider, cloud provider, or other upstream dependency, is unavailable, inaccessible, materially degraded, interrupted, impaired, suspended, withdrawn, or otherwise unable to perform substantially as intended, including where such unavailability or degradation affects communication, connectivity, access, processing, routing, delivery, synchronisation, transmission, restoration, or the Customer’s use of the Services.
2.68. “Service Offering”: the Products and Services offered to the Customer for purchase, as issued on an 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 the applicable 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 or schedule. This includes descriptions, obligations, applicable Fees, and any policies 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 Environment.
2.74. “STC Environment”: means the comprehensive information technology and communication system operated by STC, including internet-accessible digital computing infrastructure, networks, hardware, software, databases, platforms, and related supplier-provided services used by STC to deliver Services and solutions to 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”: means any software, data, text, images, audio, video, documents, code, prompts, inputs, responses, recommendations, summaries, analyses, drafts, automations, artificial intelligence-generated output, machine-generated output, or any other content, material, tool, service, model, assistant, copilot, agent, functionality, or output, in any format, obtained from, generated by, derived from, or made available through any third-party source, platform, provider, service, system, model, API, plugin, integration, database, feed, or external content source, whether accessed directly or through the Services. STC does not control, verify, audit, endorse, or accept responsibility for any Third-Party Content, and the Customer is solely responsible for its use of, reliance on, interpretation of, and any consequences arising from or in connection with the same.
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.
3. DISCLOSURE AS PER SECTION 43 OF THE ECT ACT
3.1. Website Owner: Smart Technology Centre (Pty) Ltd, Registered Number: 2011/011853/07, VAT Number: 486023990.
3.2. Johannesburg Office: +27 11 450 0011
3.3. Website: https://www.smartonline.co.za
3.4. Physical Address: 1 Townsend Road, Townsend Office Park, Block 10, Bedfordview, South Africa
3.5. Postal Address: PostNet Suite 125, Private Bag X782, Bedfordview, 2008
3.6. The website owner is a member of The Internet Service Providers Association (ISPA) and subscribes to their respective Codes of Conduct, which can be obtained from www.ispa.org.za
4. ECT ACT AND NCA
4.1. While this Agreement is not a credit agreement as contemplated under the NCA, your application for a Service or Product may still be subject to a credit referencing or risk assessment process. STC may request and receive Confidential Information (Assessment Information) from you, including Consumer Credit Information and Prescribed Information (as defined in the NCA) (“Credit Assessment Information”), from registered credit bureaus for purposes of conducting a financial means test and determining whether you are able to meet your obligations under this Agreement. You hereby consent to STC obtaining your credit information from such credit bureaus to assess your creditworthiness.
4.2. STC reserves the right to perform such financial assessment each time you apply for a new Service or Product and may decline activation if STC determines, on the basis of that assessment, that you may not be able to meet your obligations under this Agreement. No Agreement will come into effect in the event of a negative credit reference or risk assessment.
4.3. In this regard you consent to STC requesting, receiving and reporting your Assessment Information from and to registered credit bureaus in accordance with the provisions and for the purposes of the NCA; and the sharing of such Information by registered credit bureaus and such other persons as contemplated in the NCA, for the prescribed purposes of the NCA.
4.4. The Customer agrees that STC may disclose any information supplied by the Customer, or any information relating to the Customer’s account, to any registered credit bureau where required for credit terms validation or any lawful credit assessment purpose.
4.5. The provisions of the ECT Act apply to transactions and communications that are executed electronically by a natural person. It does not apply to juristic persons or paper-based transactions, e.g. where you apply for a service or product by completing an Application Form in writing.
4.6. The Customer acknowledges that STC will provide the Customer with an opportunity, in respect of all electronic transactions, to review the entire electronic transaction, correct any errors, and withdraw from the transaction before finally placing the order.
5. CONCLUSION, DURATION, CANCELLATION, SUSPENSION AND TERMINATION
5.1. Capacity and Representation: The Customer confirms that it has the contractual capacity to enter into this Agreement with STC. If this Agreement is signed, accepted, or authorised by a person acting in a representative capacity on behalf of the Customer, that representative warrants that they are duly authorised to do so and that all information provided relating to the relevant entity, partnership, association, or other person represented is accurate and complete. The Customer indemnifies STC against any loss, damage, cost, claim, or liability arising from any misrepresentation, lack of authority, or inaccurate or incomplete information provided by or on behalf of the Customer and acknowledges that STC may treat any material misrepresentation as fraudulent conduct.
5.2. Responsibility for Suitability: Before entering into any Customer Order governed by this Agreement, the Customer acknowledges and confirms that the selected Services or Products meet its technical, business, operational, and regulatory requirements. STC may discuss available alternatives and provide guidance based on information disclosed by the Customer; however, such guidance constitutes advisory assistance only. The Customer remains solely responsible for determining whether the selected Services or Products are suitable and fit for purpose. Any additional assessment, consultation, or Professional Services provided outside STC’s standard Service Offering may be charged separately.
5.3. Identification, Documentation, and RICA Compliance
5.3.1. To process any application for Goods or Services, STC may require the Customer to provide such identification, verification, banking, credit, authority, registration, tax, address, financial, organisational, and other supporting documentation as STC may reasonably require from time to time for onboarding, risk assessment, account verification, contractual authority, compliance, fraud prevention, service provisioning, or legal and regulatory purposes. In the case of juristic entities, this may include business registration documents, VAT or tax registration, banking confirmation, constitutional or organisational documents, and written proof of authority for any representative purporting to act on behalf of the Customer.
5.3.2. Use or activation of any Service shall be subject to such identity verification, FICA, RICA, anti-fraud, onboarding, or proof-of-address requirements as may be applicable from time to time. The Customer shall, on request be required to email or upload the relevant documents:
a. A full coloured, clear, legible, and certified copy of their valid Identity Document.
b. Non-South African citizens may submit a certified copy of their valid Passport.
c. In the case of a company the following documents are required:
i. Notice of incorporation
ii. Proof of business address
iii. Confirmation of shareholding
iv. Copy of bank account confirming bank details
v. Copy of SARS document confirming Tax/Vat Registration
vi. Resolution confirming who is authorised to act on behalf of the Company
5.3.3. Failure to provide the required verification or compliance documents in a form acceptable to STC may result in activation being refused, delayed, suspended, or withheld.
5.3.4. If all current valid STC Services are cancelled, STC may require a fresh verification and compliance process before any new Services are activated.
5.4. This agreement will be effective from the Effective Date herein and will apply to each Service Offering purchased by the Customer.
5.5. The Customer Order Fulfilment (COF) process commences following an order for the relevant Service by the Customer and acceptance of that order by STC. Unless expressly stated otherwise in the applicable Customer Order, Quote, Service Schedule, or written communication from STC, the applicable Service Term, Initial Term, recurring billing obligations, and all committed charges commence only on the Activation Date for the relevant Service.
5.6. The contract term for each Service begins on the Activation Date on which STC, or the applicable upstream provider, enables, makes available, or delivers the relevant Service to the agreed Customer Premises, handoff, demarcation point, platform, tenant, or other agreed service environment, whether or not any Customer-side, third-party, or self-managed configuration or downstream readiness has been completed. The relevant Service shall thereafter continue for the Initial Term specified in the applicable Customer Order, Quote, or Service Schedule.
5.7. Upon expiry of the Initial Term, or any renewal term, the relevant Service shall either:
5.7.1. continue on a month-to-month basis, where the applicable Customer Order, Quote, Service Schedule, or relevant third-party terms do not provide for automatic renewal for a further fixed term or prescribed renewal period; or
5.7.2. renew for a further fixed term or prescribed renewal period, where the applicable Customer Order, Quote, Service Schedule, or relevant third-party vendor, licensor, distributor, registry, Network Provider, Last Mile Provider, or supplier terms expressly provide for such renewal.
5.8. The Customer must submit any cancellation, downgrade, termination, non-renewal, or other notice affecting the continuation of a Service electronically to billing@smartonline.co.za, or to such other address as STC may designate in writing from time to time. Such notice will only be valid if it clearly identifies the relevant Service and Customer account and is submitted by the Customer in whose name the Service is provisioned, or by a duly authorised representative previously recorded and accepted by STC in writing.
5.8.1. Unless the applicable Customer Order, Quote, Service Schedule, or upstream third-party terms expressly provide for a longer or different notice period or process, written notices of cancellation, termination, or non-renewal shall take effect only on the first day of the month immediately following the end of the applicable notice period. The Customer shall remain liable for all Fees, Charges, renewals, and other amounts accruing up to such effective date.
5.8.2. The Customer is responsible for ensuring that STC acknowledges receipt of any notice submitted under this Clause 5.8. If STC does not acknowledge receipt, the Customer must follow up timeously until such acknowledgement is obtained, and the Customer shall bear the risk of any failure to do so.
5.9. Subject to Clauses 5.7, 5.8, and 6, the applicable Service or Customer Order shall terminate, continue, or renew, as the case may be, in the following circumstances:
5.9.1. Fixed-Term Services: The expiry, continuation, renewal, cancellation, non-renewal, and early termination of fixed-term Services shall be governed by the applicable Customer Order, Quote, Service Schedule, Clauses 5.7, 5.8, and 6.
5.9.2. Month-to-Month Services: Where a Service has lawfully continued on a month-to-month basis, it may be terminated only on not less than 1 (one) calendar month’s valid written electronic notice, or such longer notice period as may be stated in the applicable Customer Order, Quote, Service Schedule, or relevant third-party terms. Such notice will take effect as contemplated in Clause 5.8.1, and the Customer shall remain liable for all Fees and Charges up to the effective date of termination.
5.9.3. Upstream Third-Party Services: Where a Service is procured from, dependent upon, or provided pursuant to the terms of any Network Operator, Network Provider, Last Mile Provider, licensor, distributor, registry, supplier, or other upstream third party, the continuation, renewal, suspension, withdrawal, migration, cancellation, or termination of such Service shall be subject to the applicable upstream terms, conditions, notice periods, technical limitations, and commercial requirements.
5.10. Early Termination Fees: In the event of early termination of a fixed-term agreement, you agree to pay any remaining fees for the contract term (Initial Period) and any other outstanding charges due under the ordinary course of this Agreement. Early Termination Rules and fees apply as per Clause 6.
5.11. Material Breach: STC shall be entitled to terminate this Agreement in the event of the other Party committing a material breach of any of the terms of this Agreement and failing to remedy such breach within a period of 10 (ten) Calendar Days after receipt of written notice drawing its attention to the breach and demanding that it be remedied. STC shall also be entitled to terminate this Agreement immediately should the Customer be liquidated, file for insolvency, apply for business rescue, or place itself under any form of administration or debt review.
5.12. Termination Obligations: Upon the termination of this Agreement, the Customer’s use of the Service(s) shall cease. In the event of any continued Service use after termination, these Terms and Conditions of use will apply, and the Customer will be liable to make payment to STC for Service charges arising and due therefrom. This shall in no way constitute a revival of this Agreement. STC reserves the right to summarily terminate such Service without further notice to the Customer.
5.13. The aforesaid termination of this Agreement for convenience shall not affect the terms of Customer Orders and this Agreement shall, notwithstanding its termination, continue to apply to all other Customer Orders still in force at the time of termination.
5.14. Data and Confidential Information: Upon termination, each Party must return or destroy all Confidential Information of the other and confirm this in writing. Upon termination of this Agreement, all Customer Data and any hosted, cloud, tenant-based, subscription-based, mailbox, backup, platform, portal, storage, server, application, or other digital service environment may be disabled, deleted, deprovisioned, withdrawn, rendered inaccessible, or otherwise dealt with in accordance with this Clauses 5.14 and Clause 13, unless the Customer has requested Data Extraction from STC in writing and STC has agreed to such extraction in writing. STC shall not be responsible for storing, retaining, preserving, exporting, restoring, or making available any Customer Data or related digital asset except to the extent expressly provided in this Agreement or otherwise separately agreed by STC in writing.
5.15. Suspension or Termination of Service
5.15.1. STC may, upon electronic notice to the Customer (including email), suspend or terminate a Customer’s full use of Services, if in its absolute discretion the Customer fails to perform any obligation under or breaches any term of this Agreement:
a. the Customer commits a serious or repeated breach of the Agreement, or the Customer engages in any conduct which in STC’s opinion would have a negative impact on STC, other Customers or STC’s staff or is detrimental to the welfare, good order, or character of STC; or
b. any part of the Customer’s Charges is not paid in full when due; or
c. the information the Customer supplied to STC is found to be incorrect or false; or
d. STC reasonably believes that the Customer’s use of the Services may result in the commission of a crime or is otherwise unlawful.
5.15.2. STC reserves the right to effect such suspension or termination without notice, depending on the severity of the breach, but will undertake to inform the Customer where possible.
5.15.3. Upon such suspension or termination, such the Customer:
a. will not be eligible for reimbursement/compensation, unless at STC’s discretion.
b. may be further barred from signing up for any services with STC in the future.
c. may be reported to governing bodies, such as ISPA, for listing purposes.
d. may be listed with applicable authorities and credit bureaus.
5.15.4. The period of suspension will be that which is reasonable under the circumstances that gave rise to the suspension.
5.15.5. Billing of all fees and charges will continue to accrue during suspension in accordance with Clauses 6 and 7.
5.15.6. Notwithstanding any other terms of this Agreement should the Customer’s failure to meet obligations in terms of this Agreement continue for longer than 10 (ten) business days, STC reserves the right to terminate this Agreement without any further notice.
5.16. Operational Suspension and Protective Action
5.16.1. Without prejudice to any other right of STC under this Agreement or at law, STC may, with immediate effect and with or without prior notice where reasonably necessary in the circumstances, suspend, restrict, isolate, disable, modify, intercept, block, remove, or otherwise take protective action in relation to any Service, account, access, credential, system, configuration, traffic, data flow, environment, or activity.
5.16.2. STC may take such action where STC reasonably considers it necessary to:
a. protect the STC Environment, its systems, infrastructure, facilities, personnel, suppliers, subcontractors, or other customers;
b. prevent, investigate, contain, mitigate, or respond to any cyber incident, security threat, malicious code, denial-of-service event, abuse, fraud, spam, compromise, unlawful conduct, or other harmful activity;
c. comply with any applicable law, regulation, court order, lawful instruction, or binding upstream requirement;
d. preserve service stability, integrity, availability, reliability, or lawful operation;
e. perform urgent remediation, containment, patching, maintenance, investigation, or forensic review; or
f. avoid exposing STC or any third party to material legal, regulatory, operational, technical, reputational, or security risk.
5.16.3. STC shall use reasonable endeavours to notify the Customer of any action taken under this Clause 5.16 as soon as reasonably practicable, provided that STC shall not be obliged to give prior notice where doing so may prejudice the purpose of the action, increase risk, frustrate an investigation, or be impracticable in the circumstances.
5.16.4. The Customer shall remain liable for all Fees and Charges during any suspension or restriction implemented under this Clause 5.16, save to the extent expressly prohibited by applicable law.
5.16.5. To the fullest extent permitted by law, STC shall not be liable for any loss, damage, cost, claim, interruption, delay, or consequence arising from any action taken reasonably and in good faith under this Clause 5.16.
5.17. Obligations on Termination
5.17.1. The Customer remains responsible for all amounts due under this Agreement up until the date of termination, together with any costs or expenses relating to the termination of the Agreement and the cancellation of the Services, including, but not limited to, the replacement cost of any CPE which STC is unable to recover for any reason, any applicable hosted, cloud, license, subscription, extraction, disengagement, migration, recovery, removal, deprovisioning, or third-party termination charges, and all other amounts lawfully due under this Agreement.
5.17.2. STC is entitled to immediately deactivate the Services on the date of termination or cancellation and shall have no further obligation to the Customer after such termination or cancellation of this Agreement. Without limiting the above, STC may immediately disable, suspend, revoke, or remove access to any hosted, managed, virtual, tenant-based, license-based, subscription-based, cloud, backup, platform, portal, mailbox, server, storage, application, or other digital service environment provided by or through STC, and the Customer shall have no ongoing right of access, use, continuation, or recovery thereafter except to the extent expressly agreed in writing by STC, subject always to b and payment in full of all applicable charges.
5.17.3. STC’s obligation shall be limited to the removal of the CPE, and only if requested by the Customer and at the Customer’s cost. For hosted, cloud, platform, license-based, subscription-based, or other digital services, STC shall have no obligation after termination to retain, preserve, host, export, restore, recover, make available, or re-enable any Customer Data, tenant, mailbox, system image, backup, archive, application data, configuration, or other digital asset, save only to the extent expressly provided elsewhere in this Agreement or separately agreed by STC in writing and paid for in full by the Customer in advance.
5.17.4. The Customer shall grant access to STC, or shall ensure that such access is granted, to enable STC to remove the CPE or any other equipment related thereto from the Premises. To the extent reasonably required for decommissioning, disengagement, deprovisioning, license withdrawal, account closure, or service termination, the Customer shall also provide such cooperation, credentials, approvals, and remote or physical access as STC may reasonably require disabling, remove, disconnect, or hand off the relevant Services and related service components.
6. EARLY TERMINATIONS AND CHANGES TO SERVICE ORDERS
- R 1,500.00 | Order Confirmation
- R 2,500.00 | Active Planning – Surveying
- R 2,500.00 | Active Planning – Planning
- R 1,250.00 | Permissions – Landlord Approvals
- R 5,500.00 | Permissions – Wayleaves – Gauteng / Other
- R18,500.00 | Permissions – Wayleaves – Western Cape
- R 5,500.00 | Permissions – Additional Wayleaves
- R 2,500.00 | Permissions – Splicing Permissions
- R12,500.00 | Optical Build
- R 2,500.00 | Active Service Provisioning
- R 5,000.00 | Miscellaneous
- R 4,500.00 | Recovery
The Customer acknowledges that the amounts listed above are minimum values only and are VAT-exclusive. STC may recover any higher actual, supplier-imposed, third-party, or site-specific costs reasonably incurred or committed to in connection with the relevant Customer Order, together with VAT where applicable.
7. FEES, INVOICING AND PAYMENT
7.1. Billing commences on the Activation Date.
7.2. STC may issue invoices and/or statements on or about the last day of each month or at such other times as STC may determine in accordance with its billing practices. Unless expressly stated otherwise in the applicable Customer Order, Quote, Service Schedule, recurring Service Offering, or invoice, recurring Services shall be billed monthly in advance, and the first invoice may include pro rata charges for the period from the Activation Date to the end of that month together with the recurring charges for the following month. Usage-based charges, once-off charges, Professional Services, and other items that STC elects to bill in arrears shall be payable on presentation of invoice. All amounts reflected in any invoice or statement shall be due and payable on the due date stated therein or, if no due date is stated, on presentation of the invoice, and all Fees and Charges are quoted exclusive of VAT unless expressly stated otherwise.
7.3. The Customer agrees to pay all amounts arising and due to STC in consideration for its Products and Services, under the terms on which the relevant Service is rendered or Product is offered.
7.4. Out-of-scope Professional Services are separately chargeable at STC’s then-current rates or as otherwise quoted, unless expressly included in the applicable recurring Service Offering, Customer Order, Quote, Service Schedule, or other written scope agreed by STC.
7.5. All amounts due and payable under this Agreement shall be paid in full, free of exchange and without deduction, by such payment method as STC may approve or require from time to time, including debit order or electronic funds transfer. STC may require recurring Services to be paid by debit order and may refuse, reject, or discontinue any non-approved payment method in its sole discretion. The detailed terms governing any debit order authority and mandate for payment shall be as set out in Clause 8. STC shall not be liable for any delay, suspension, interruption, failed collection, or other consequence arising from the Customer’s use of any non-approved payment method or failure to comply with the approved payment process.
7.6. “Total Amount Outstanding” means the total outstanding balance on the Customer’s account, together with any Other Amounts due under this Agreement.
7.7. The Customer acknowledges that it remains its responsibility to ensure that all amounts outstanding are settled in full.
7.8. Application of Payments and No Set-Off
7.8.1. All payments due by the Customer to STC must be made in full, free of exchange, and without deduction, withholding, deferment, counterclaim, or set off, whether legal, equitable, contractual, or otherwise, except to the extent expressly required by applicable law.
7.8.2. STC may, in its sole discretion, allocate and apply any payment received from the Customer to any amount owed by the Customer to STC, whether arising under this Agreement, any Customer Order, any related agreement, or any other indebtedness owed by the Customer to STC.
7.8.3. STC may apply payments in the following order, or in any other order determined by STC in its sole discretion:
a. first, to legal costs, debt collection costs, tracing costs, and attorney-and-own-client costs;
b. thereafter, to interest, penalties, administrative charges, bank charges, failed payment charges, and reconnection or reactivation fees;
c. thereafter, to Other Amounts, call-out charges, Professional Services fees, and non-recurring charges; and
d. thereafter, to the oldest outstanding principal amounts due.
7.8.4. The Customer may not withhold, defer, reduce, or set off any amount allegedly owed to it by STC against any amount due to STC, whether arising from any dispute, complaint, counterclaim, refund request, credit request, alleged damage, or otherwise, except to the extent expressly required by applicable law or finally determined by a court or other body of competent jurisdiction.
7.8.5. Where the Customer has more than one account, Service, Customer Order, trading facility, or related obligation with STC, or where different Services are invoiced separately, STC may allocate payments across such accounts, Services, Customer Orders, trading facilities, or obligations in its discretion.
7.9. Any complaint, dispute, or objection relating to an invoice, statement, charge, amount due, payment allocation, credit, refund, or other billing matter shall be dealt with exclusively in accordance with Clause 15. The lodging of any complaint or dispute shall not entitle the Customer to withhold, defer, reduce, set off, or fail to pay any amount reflected as due and payable in any invoice or statement, and the full amount shall remain due and payable by the applicable due date pending the outcome of the Clause 15 process. Any credit, refund, reversal, or adjustment subsequently found to be due shall be processed by STC in accordance with this Agreement and applicable law.
7.10. Non-Payment and Recovery Rights
7.10.1. If the Customer fails to pay any amount due and payable under this Agreement on the due date, STC may, without limiting any other right or remedy available to it under this Agreement, at law, or in equity, and without prejudice to Clauses 5, 6, 8, 15, 25, 26, and 28, take any one or more of the actions set out in this Clause 7.10.
7.10.2. STC may accelerate all unpaid obligations so that they become immediately due and payable.
7.10.3. STC may suspend or restrict any affected Service or any other Service provided to the Customer.
7.10.4. STC may reject, withdraw, or reverse any payment arrangement and may require all arrears and associated charges to be settled in full before any reconnection or reactivation.
7.10.5. STC may levy failed-payment charges, bank charges, administrative fees, reconnection or reactivation fees, tracing costs, debt collection costs, legal costs, and any other recovery-related amounts.
7.10.6. STC may terminate the affected Services or this Agreement where applicable and may recover any outstanding amount through any lawful debt recovery or collection process.
7.10.7. The Customer acknowledges that repeated disregard of payment terms, use of non-approved payment methods, or repeated arrears events may, in STC’s sole discretion, justify suspension, reconnection delays, withdrawal of credit terms, or termination.
7.10.8. To the fullest extent permitted by law, STC shall not be liable for any suspension, restriction, delay, disconnection, termination, failed collection, or other consequence arising from the Customer’s non-payment, arrears position, failed payment, or failure to comply with the approved payment process.
7.10.9. The Customer indemnifies STC against any loss, damage, cost, or claim arising from or in connection with any suspension, restriction, disconnection, termination, recovery action, or collection process contemplated in this Clause 7.10.
7.11. Credit Terms: If credit is afforded to the Customer and within the terms granted to the Customer (from Invoice or from Statement) on approval (Creditor) of the Customer’s account by STC, the Customer agrees to adhere to those terms. Payment is considered settled only after funds reflect in STC’s bank account for 48 (forty-eight) hours. Any credit facilities granted to the Customer or allowed by STC are entirely at the discretion of STC. If the Customer breaches the payment terms on more than 3 (three) occasions in 1 (one) calendar year, STC reserves the right to revoke such credit terms, requiring services to become prepaid in advance thereafter.
7.12. Interest on Overdue Amounts
7.12.1. Any overdue amount shall incur interest at the then-current prime rate charged by STC’s bankers, plus 5% (five percent), calculated from the date on which such amount became due and payable until the date on which payment is received.
7.12.2. Interest will be charged on any amount that remains unpaid by the Customer beyond the due date for payment.
7.12.3. The applicable prime interest rate will be evidenced by a certificate issued by any manager of STC’s bankers, whose authority need not be proved.
7.12.4. Interest will be calculated from the due date for payment to the date of actual payment, both days inclusive, and will be compounded monthly in arrears. The Customer agrees and undertakes to pay such interest.
7.13. Non-Cancellable Payment Obligations: Payment obligations during the applicable Service term or committed term are non-cancellable, and all Fees already paid are non-refundable, except to the extent expressly provided otherwise in this Agreement or required by applicable law.
7.14. Adjustment and Escalation of Charges: STC reserves the right to amend its prices, Fees, Charges, or billing cycle with at least 30 (thirty) days’ notice to the Customer. This includes increases arising from regulatory or governmental body changes, including changes by the National Energy Regulator of South Africa, local authorities, or any other applicable authority, as well as any third-party changes. Subject to any agreement with a Network Operator, STC may also amend the terms, Fees, or Charges for its Services or Products at any time with 30 (thirty) days’ notice to the Customer, as provided in Clause 31. Any such amendment will take effect on the date indicated in the notice. STC further reserves the right, effective from 1 February each year, to escalate all Charges in Customer Orders, Service Appendices, or this Agreement by a percentage equal to the average increase in the headline Consumer Price Index, or replacement index, as published by Statistics South Africa for the preceding year. STC shall provide the Customer with at least 30 (thirty) days’ written notice of such escalation.
7.15. STC shall use reasonable endeavours to notify the Customer in advance, and in any event prior to disconnection, regarding any impending disconnection due to non-payment. Such notification shall be made in accordance with the contact information provided by the Customer at the time-of-service subscription.
7.16. The Customer indemnifies STC against any damage, loss, cost or claim which the Customer may suffer or incur arising from the suspension or termination of the service/s as contemplated in these Terms.
7.17. When roaming off the STC facilities (including voice, data and hotspot roaming), the Customer will be responsible for all applicable roaming charges arising and will be subject to the limitations or conditions of service introduced by the service provider of such roaming services.
7.18. Any additional expenditure incurred by STC for tracing and/or collecting unpaid amounts will be directly charged to the Customer’s account. This includes time spent on professional services, billed on a time and materials basis.
7.19. Where STC resorts in instructing its appointed attorney to recover any indebtedness from and in enforcing STC’s Terms and Conditions against a Customer, such Customer will be accountable in favour of STC for all Attorney and Own Client legal and related charges incurred by STC, (including that incurred in the briefing and instructions of legal counsel, sheriff’s charges, travel disbursements and that charged by correspondents employed to assist STC’s attorney).
7.20. Should any amount become payable by STC to the Customer, STC may process such amount by way of refund, reversal, or account credit, subject to the applicable billing dispute and refund process under this Agreement and applicable law.
7.21. The Parties shall maintain, keep, and retain invoices and statements, accurate books of account and other relevant payment and accounting information in terms of applicable statutory provisions.
7.22. Where the Customer requests copies of invoices, statements, or other billing records relating to a period more than 6 (six) months prior to the date of the request, STC may, in its sole discretion, levy a reasonable administrative fee for retrieving, reproducing, compiling, and providing such records.
7.23. Prepaid Trading and Credit Terms: Where STC has not expressly granted credit terms to the Customer, the Customer shall trade strictly on a payment-before-delivery, payment-before-order, payment-before-activation, or prepaid basis, as determined by STC and applicable to the relevant Goods or Services. STC shall have no obligation to procure, deliver, activate, release, continue, or provide any Goods or Services unless and until payment in full has been received in cleared funds.
8. DEBIT ORDER AUTHORISATION
8.1. Debit Order Authority and Mandate
8.1.1. By completing, signing, accepting, authenticating, or otherwise confirming the Debit Order Authority and Mandate for Payment as part of the Application Form, online sales process, Customer Order, or any related onboarding or account documentation, the Customer irrevocably instructs and authorises STC to draw, collect, and recover from the Customer’s nominated bank account, or any replacement or substituted account notified by the Customer and accepted by STC, all amounts due and payable under this Agreement.
8.1.2. STC may require recurring Services to be paid by debit order and may refuse, reject, suspend, or discontinue any non-approved payment method in its sole discretion. STC shall not be liable for any delay, suspension, interruption, failed collection, or other consequence arising from the Customer’s use of any non-approved payment method, the Customer’s failure to complete or maintain a valid debit order mandate, or the Customer’s failure to comply with the approved payment process.
8.1.3. The amounts contemplated in Clause 8.1.1 include recurring charges, arrears amounts, once-off charges, failed-payment charges, bank charges, administrative fees, reconnection fees, cancellation charges, Professional Services fees, and any other lawful amounts owing by the Customer to STC.
8.1.4. The debit order authority shall commence on the Activation Date, or on the first collection date determined by STC following activation and shall continue until all Services and related agreements have terminated and all amounts owing by the Customer to STC have been paid in full.
8.1.5. The Customer undertakes to sign, authenticate, confirm, or complete any further form, instruction, verification, DebiCheck approval, banking process, or mandate requirement reasonably required by STC or the banking system to give full effect to this authority.
8.2. Debit Order Processing, Charges, and Amendments
8.2.1. The Customer acknowledges and agrees that debit orders may be processed monthly in advance, on or about the first Business Day of the relevant month or on such other collection date as STC may determine in accordance with its billing practices and banking processes.
8.2.2. All such withdrawals shall be treated as duly authorised by the Customer and shall appear on the Customer’s bank statement in accordance with the applicable banking system.
8.2.3. STC may include any outstanding balances, arrears amounts, final balances, or other lawful amounts due by the Customer in any monthly or final debit order collection, including following Service cancellation, provided that such amounts are due and payable under this Agreement.
8.2.4. The Customer shall remain liable for any bank charges, failed-payment charges, returned-payment charges, administrative fees, and related costs arising from or in connection with any debit order collection.
8.2.5. To cancel or amend any debit order authority or mandate, the Customer must notify STC at billing@smartonline.co.za before the 20th (twentieth) day of the relevant billing month, provided that no cancellation or amendment shall relieve the Customer of any obligation to pay all amounts already due or becoming due under this Agreement.
9. TAXES
9.1. The Customer must pay and indemnify STC against all taxes and duties payable in respect of this Agreement, any supply made under this Agreement, and the Fees (excluding any income tax payable by STC).
9.2. If VAT is imposed on any supply made by STC under this Agreement, the Customer must pay, in addition to any Fees (unless those Fees already include VAT), an additional amount equivalent to the VAT payable.
9.3. STC will provide the Customer with a valid tax invoice for VAT, which the Customer is required to pay to STC.
10. CONDITIONS OF ACCESS
10.1. STC will make the service available to the customer on the activation date, subject to this agreement.
The customer agrees that:
10.1.1. All access to the Services, accounts, portals, tenants, environments, systems, and credentials is used and exercised entirely at the Customer’s own risk and responsibility, subject always to this Agreement;
10.1.2. The Customer will use all usernames, passwords, authentication factors, tokens, recovery methods, API keys, access codes, delegated permissions, administrative permissions, and other access credentials only for authorised purposes and will keep them secure, confidential, and properly controlled at all times;
10.1.3. The Customer will implement and maintain strong password controls, credential hygiene, and multi-factor authentication (MFA) or two-factor authentication (2FA) where available, required by STC, or reasonably appropriate in the circumstances;
10.1.4. The Customer will not disclose, share, reuse insecurely, or permit unauthorised use of any credential, and will remain solely responsible for all access, use, permissions, delegated access, privileged access, administrative access, mailbox access, tenant access, devices, systems, and activity occurring through or by means of its accounts, credentials, environments, or authorised users;
10.1.5. The Customer will ensure that all delegated, privileged, administrative, shared, or mailbox access granted by or on behalf of the Customer is strictly limited, properly approved, appropriately monitored, and promptly revoked when no longer required or no longer authorised;
10.1.6. The Customer will immediately notify STC of any suspected compromise, unauthorised access, suspicious activity, credential exposure, account misuse, or security incident affecting the Services, and will immediately take all reasonable steps required to secure the affected account, credential, system, or environment, including password resets, session revocation, access removal, and related containment measures;
10.1.7. Unless expressly authorised in writing by STC, the Customer will not permit simultaneous or shared logins, attempt to circumvent STC’s authentication, access control, or security processes, attempt to gain unauthorised access to any Service, system, network, tenant, or environment, or use the Services in any manner that may compromise the STC Environment or any connected system or network; and
10.1.8. The Customer remains solely responsible for all access, use, activity, instructions, requests, approvals, changes, deletions, transfers, disclosures, transactions, communications, configurations, and other acts performed through or by means of its accounts, credentials, permissions, delegated permissions, administrative rights, mailbox access, tenant access, shared accounts, API keys, tokens, devices, systems, sessions, environments, or other access mechanisms, or otherwise attributable to the Customer’s environment, users, personnel, contractors, suppliers, vendors, identities, approvals, or security controls. All persons who access or use the Services under the Customer’s authority or through any such accounts, credentials, permissions, devices, systems, or environments shall be deemed to act on behalf of the Customer for all purposes under this Agreement, and the Customer shall ensure that such persons comply with this Agreement.
10.2. Primary Contact Authority: Where the Customer signs up for Services or is recorded by STC through a designated Primary Contact, account owner, authorised representative, or billing contact, STC shall be entitled to treat that person as duly authorised to act for and bind the Customer in relation to the relevant Customer Account unless and until STC has received and accepted written notice of a change in such authority. No other party, including any affiliate, related party, employee, contractor, or third-party recipient, shall be entitled to access, administer, instruct on, or exercise authority over the Customer Account unless expressly authorised in writing and accepted by STC.
10.3. This Clause 10 must be read together with Clause 19.
11. SERVICE DELIVERY, SERVICE AVAILABILITY, FAULTS AND MAINTENANCE
11.1. Service Delivery and Availability
11.1.1. Service Provision: STC will make all its Services and Products available to the Customer in accordance with the provisions herein and the product-specific terms and conditions, where applicable, which are to be read together.
11.1.2. Service Availability: STC, its affiliates, resellers, distributors, vendors, Network Providers, Last Mile Providers, and suppliers make the Services available on an “as is”, “as available”, “with all faults”, and best-effort basis. While STC will use reasonable endeavours to make its Services available to its Customers and to maintain their availability, STC gives no express or implied warranty, guarantee, representation, or condition that the Services will be uninterrupted, error-free, secure, reliable, fit for purpose, non-infringing, or suitable for any particular Customer requirement, nor that any specific uptime, performance, response, restoration, delivery, resolution, or repair time will be achieved. Availability may be affected by scheduled or emergency maintenance, upgrades, third-party dependencies, utility or power interruption, cyber incidents, Force Majeure, customer-side or third-party systems, network congestion, misconfiguration, or other circumstances beyond STC’s reasonable control. The Customer bears the entire risk of using the Services.
11.1.3. Notification of Maintenance: STC will use its best efforts to notify the Customer in advance of any maintenance and repairs that may result in service unavailability, but this cannot always be guaranteed.
11.1.4. Fault Reporting: STC will be entitled to assume that the Service provisioned to a Customer is in good working order until such time as the Customer notifies STC of any problems or potential service breaks. Any faults or service interruptions should be reported electronically via one of the channels below:
11.1.5. Support Requests and Service Desk Logging: All support requests, incidents, service requests, advisory requests, troubleshooting activities, remediation requests, and related assistance, whether included in the recurring Service Offering or separately chargeable, must be logged through the STC Service Desk or such support channel as STC may designate from time to time.
a. STC Portal: Login via our portal
b. Telephonically: 011 450 0011 (Business hours only)
11.1.6. Standard Operating Hours
a. Business Hours: 08H00 – 17H00
b. Weekday After Hours: 17H00 – 20H00
11.1.7. Speed Tests: The Customer accepts that STC does not guarantee speeds over a wireless connection. Wireless connections are susceptible to external interference, and each Customer’s setup may differ. STC will only accept speed tests from www.speedtest.net that have been performed with a network cable plugged into the CPE and not over a wireless connection.
11.1.8. Responsibility: STC’s responsibility ends at the WAN port of the CPE, and STC is not obliged to investigate issues beyond the termination node of the CPE. Due to the nature of the Internet, STC can only control IP throughput rates from the user network interface of the CPE to the point of interconnection between the STC Network and the Internet. For Network Services, STC is not responsible for the performance of the Customer’s wireless network or for Service Downtime arising beyond STC’s area of control.
11.1.9. Call-Out Fees: Customer call-out requests are subject to a call-out fee. This fee may be waived at the sole discretion of STC where the fault is not with the Customer.
11.1.10. Fault Resolution: STC will attend to faults reported by the Customer during standard business hours and engage any third-party providers where in use and will further apply its reasonable endeavours to have the service restored in the shortest possible time.
11.1.11. Network Package Speeds: Package speeds advertised in Mbps for broadband Services, including fibre-to-the-home Services, represent “up to” speeds only, and the actual speeds experienced by Customers may vary. Factors that affect actual speeds include, but are not limited to, network congestion, hardware limitations, the capacity of websites and online services being accessed, customer-side equipment, environmental conditions, and other external factors. The “up to” speeds represent the maximum potential download and upload speeds achievable under optimal conditions. Customers acknowledge that individual experiences may differ, and STC does not guarantee that Customers will consistently achieve the maximum advertised speeds. The performance of broadband Services may be influenced by technical and environmental factors beyond STC’s control, including load shedding and upstream network conditions.
11.2. Maintenance
11.2.1. “Maintenance” means any updates, changes, improvements, fixes, repairs, patching, upgrades, replacements, reconfigurations, testing, preventative work, remedial work, or similar technical activities undertaken by STC, its vendors, partners, associates, or designated entities with respect to the STC Environment. Maintenance includes both Scheduled (Planned) Maintenance and Emergency (Unplanned) Maintenance. For the avoidance of doubt, service unavailability, interruption, degradation, or downtime may also arise from causes other than Maintenance, including acts of force majeure, legal or regulatory compulsion, internet access issues, utility or power interruption, supplier or upstream provider outages, third-party service failures, operating system events, software failures, hardware failures, or other external or dependency-related events. During Maintenance activities, services within the STC Environment may be degraded or unavailable.
11.2.2. “Scheduled Maintenance” means designated periods during which STC, the Network Provider, or any related Service Provider performs updates, changes, improvements, repairs, patching, upgrades, replacements, reconfigurations, testing, preventative work, remedial work, or similar technical activities in respect of any Systems, Services, or Platforms within the STC Environment. The Customer acknowledges that during these periods, some or all Services may be unavailable or degraded. STC will use reasonable efforts to provide the Customer with at least 24 (twenty-four) hours’ notice before Scheduled Maintenance, where reasonably practicable, detailing the date, time, and anticipated impact. Scheduled Maintenance will be performed outside the Customer’s standard service calendar to the extent reasonably practicable. The Customer agrees not to unreasonably withhold any required consent for Scheduled Maintenance and acknowledges that any refusal or delay may result in Service degradation, interruption, increased risk, or other consequences for which STC shall not be liable. If the Customer refuses a proposed Scheduled Maintenance window, the Customer must cooperate with STC to agree a reasonable alternative date.
11.2.3. “Emergency Maintenance” refers to urgent maintenance activities required to remedy existing circumstances or prevent imminent risks that could endanger persons or property, disrupt communication services, cause data loss or corruption, compromise security, or cause material loss to STC, the Customer, or any applicable third party. STC reserves the right to perform Emergency Maintenance at any time without prior notice to the Customer where reasonably necessary to prevent or mitigate serious risk, data loss, corruption, security compromise, or further Service disruption. Where reasonably practicable after such Emergency Maintenance, STC may provide an overview of the reason for the action and the steps taken. To the fullest extent permitted by law, STC shall not be liable for any loss, damage, cost, claim, interruption, delay, or consequence arising from Emergency Maintenance performed reasonably and in good faith.
11.3. Disaster Events: A disaster is defined as an event during which any Systems, Services or Platforms within the STC Environment become unavailable due to circumstances beyond the control of STC. In such instances, the Customer agrees that all available support services will be diverted to assist with resolving the disaster. THE CUSTOMER ACKNOWLEDGES THAT THE DEVELOPMENT OF A DISASTER RECOVERY AND BUSINESS CONTINGENCY PLAN IS THE CUSTOMER’S RESPONSIBILITY AND IS OUTSIDE THE SCOPE OF THIS AGREEMENT.
11.4. Service Upgrades and Downgrades
11.4.1. Service upgrades or downgrades can be requested at any time by logging a request via sales@smartonline.co.za or by logging into the STC Portal.
11.4.2. An upgrade or downgrade fee may be charged, specifically for fibre services, and billing will change based on the upgraded/downgraded service request logged. License agreement changes may not be possible where the original agreement is linked to an annual commitment agreement and can only be changed at the end of term accordingly.
11.4.3. Upgrades or downgrades may result in a reboot of affected devices, including the CPE, the Customer’s device, and related equipment.
11.4.4. For fibre service upgrades, this may require a change in the CPE in use, which will result in additional charges being levied to the Customer.
11.5. Service Limitations
This Agreement and any applicable service level shall not apply to any performance or availability issue arising from any of the following:
11.5.1. Due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centres, including at your site or between your site and our data centre);
11.5.2. That result from the use of services, hardware, or software not provided by us, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
11.5.3. That results from failures in a single STC datacentre location, when your network connectivity is explicitly dependent on that location in a non-geo-resilient manner;
11.5.4. Caused by your use of a Service after we advised you to modify your use of the Service, if you did not modify your use as advised;
11.5.5. During or with respect to preview, pre-release, beta or trial versions of a Service, feature, or software (as determined by us) or to purchases made using any Microsoft or related third-party software subscription credit;
11.5.6. That result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices;
11.5.7. That result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the Service in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance;
11.5.8. That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist);
11.5.9. That result from your attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behaviour;
11.5.10. Due to your use of Service features that are outside of associated Support Windows; or
11.5.11. For licenses reserved, but not paid for, at the time of the Incident.
11.6. Customer-Initiated Operations: Your initiated operations such as restart, stop, start, failover, scale compute, and scale storage that incur downtime are excluded from any uptime calculation which may be applied.
11.7. Maintenance Window Exclusion: Monthly maintenance window that incurs a downtime to patch your server and infrastructure is excluded from any uptime calculations where applied.
12. SERVICE INSTALLATION AND ACTIVATION
12.1. General Service Provision
12.1.1. Service Request: STC cannot guarantee the provision of the requested service upon receipt of an Application or Customer Order.
a. The Customer should confirm availability of the requested Service at the applicable location before purchasing via the STC website or directly from the STC sales team. STC makes no warranty as to the accuracy of availability information or feasibility resources provided by third-party providers, which may change without notice. Online availability tools, vendor portals, and feasibility indicators are provided for guidance only and do not guarantee that the requested Service will be available, feasible, or capable of deployment.
12.1.2. Notification: The Customer will be notified electronically after receipt of an application whether the service can be provided. The availability of fibre services is subject to a Site Readiness Survey (SRS) to confirm access at the Customer’s premises.
12.2. Installation and Activation
12.2.1. Lead Time: For fibre installations, the lead time is a minimum period of 4 (four) to 8 (eight) business weeks from the date of service order confirmation, including receipt of all necessary RICA documents. For other services, the lead time is 1 (one) to 8 (eight) weeks, estimated.
12.2.2. Additional Charges: For fibre installations, should the installation require an access build, an additional installation charge will apply. STC will provide a customer-specific quote for approval at the current standard rates.
12.2.3. Installation Date: STC will use reasonable endeavours to comply with the installation date requested by the Customer. However, this is subject to the availability of equipment, service providers, and contractors where applicable. STC does not guarantee meeting any installation date and will not be liable for any loss arising from delays.
12.2.4. CPE Delivery: For fibre services, STC will deliver the Customer Premises Equipment (CPE) required for the provision of the services to the Customer’s premises against payment of the installation fee and any deposit as set out in the Customer Order. A minimum delivery fee applies to all third-party networks, which will be indicated on the Customer Quote.
12.3. Customer Responsibilities
12.3.1. Preparation: The Customer is responsible for ensuring that communication services and facilities, including installation areas and electrical outlets, are suitable for the installation and connection of the equipment and services, where required. If any device or equipment not provided by STC is required, the Customer must install it at their own cost, risk, and expense.
12.3.2. Permissions and Approvals: The Customer must obtain all necessary permissions, approvals, and authorities for the supply and installation of the equipment and services, including permission from the property owner if the Customer is not the owner. The Customer indemnifies STC against any liability or costs incurred due to the Customer’s failure to obtain these approvals.
12.3.3. Customer Co-operation, Dependencies and Delay
a. The Customer acknowledges that the performance by STC of its obligations under this Agreement may depend on the timely performance by the Customer, its personnel, landlords, body corporates, contractors, representatives, licensors, vendors, other service providers, and any other third parties under the Customer’s control or influence, of certain acts, decisions, approvals, access arrangements, technical prerequisites, and co-operation obligations.
b. The Customer shall, at its own cost and risk, timeously provide complete, accurate, and current information, specifications, instructions, and documentation.
c. The Customer shall grant or procure all necessary access to premises, sites, systems, equipment, utilities, cabinets, conduits, risers, rooftops, server rooms, and technical environments.
d. The Customer shall procure all necessary consents, approvals, authorisations, licenses, wayleaves, landlord approvals, body corporate permissions, and third-party permissions.
e. The Customer shall provide all necessary credentials, administrator access, points of contact, availability, approvals, sign-off, change windows, and internal decisions.
f. The Customer shall ensure that all customer-side technical, environmental, electrical, connectivity, software, hardware, network, and configuration prerequisites are met.
g. The Customer shall co-operate fully and in good faith with STC, its suppliers, contractors, licensors, Network Providers, and Last Mile Providers.
h. STC shall not be liable for any delay, failure, inability to perform, missed milestone, increased cost, service degradation, installation delay, project delay, migration delay, suspension, cancellation, or other consequence arising in whole or in part from any failure, omission, delay, inaccuracy, or non-cooperation contemplated in this Clause 12.3.3.
i. Where any such dependency causes delay, additional work, additional cost, rescheduling, redesign, reprovisioning, reattendance, aborted work, or wasted resource allocation, STC shall be entitled to recover all resulting costs, charges, wasted time, third-party charges, call-out charges, Professional Services fees, Abortive Costs, and other reasonable amounts incurred by STC.
12.4. Service Activation and Acceptance
12.4.1. Activation Date: STC will make the service available to the Customer on the agreed Activation Date and issue a Work Complete Certificate (WCC) with a username and password for fibre services. The Customer will not be able to access the service without these credentials. For other services, activation is assumed to be fully working unless logged as faulty with the support team.
12.4.2. Acceptance: Unless the Customer notifies STC of any problems with the installation or services within 2 (two) Business Days of activation, the Services will be deemed accepted. For FTTH services, issues must be reported to ftth@smartonline.co.za. For all other services, issues must be reported to the STC Helpdesk via the STC Portal, telephonically on 011 450 0011 during Business Hours, or via such other Helpdesk channel as STC may designate in writing from time to time, as contemplated in Clause 11. If the Customer rejects the WCC, it must provide a detailed written statement of the reasons and required remedial actions. STC will then address any deficiencies and resubmit the WCC for acceptance.
12.4.3. Deemed Acceptance
a. Any Service, deliverable, project phase, installation, migration, configuration, remediation, report, setup, deployment, onboarding activity, or other work performed by STC shall be deemed accepted by the Customer upon the earliest of the following events:
i. the Customer signs any work completion, sign-off, acceptance, or approval document;
ii. the Customer uses, accesses, relies upon, or permits production use of the relevant Service or deliverable;
iii. the Customer fails to reject the relevant item in electronic writing within 2 (two) Business Days after delivery, completion, activation, notification of readiness, or handover;
iv. the Customer fails, within the time reasonably requested by STC, to perform testing, provide feedback, attend validation, or identify material defects in sufficient detail to enable STC to assess and address them; or
v. the Customer requests STC to proceed to a subsequent phase, dependency, migration step, live operation, or production activity.
b. Any rejection by the Customer shall only be valid if submitted in electronic writing within the applicable period and shall clearly identify the specific material defect complained of in sufficient detail to enable STC to investigate and, where applicable, remedy same.
c. Minor defects, non-material deviations, third-party dependency issues, customer-side issues, or matters not preventing substantially intended use shall not entitle the Customer to withhold acceptance.
d. If the Customer fails validly to reject within the applicable period, the relevant item shall be deemed conclusively accepted.
e. Acceptance shall not relieve the Customer of its payment obligations.
12.4.4. Additional Equipment: For network and connectivity services, no extended wireless coverage is included in the service term. Any additional equipment must be quoted and accepted by the Customer prior to installation. Subsequent callouts will be subject to a callout fee on a time and materials basis.
13. DATA RETENTION
13.1. Customer Data and Backup Responsibility: STC will use reasonable endeavours to safeguard Customer Data or content which the Customer may receive, upload, store, or make available through STC systems, servers, platforms, or Services from time to time. However, the Customer remains solely responsible for maintaining independent copies and backups of its Customer Data, particularly essential business data. To the fullest extent permitted by law, STC shall not be liable for any loss, corruption, deletion, inaccessibility, non-recoverability, overwrite, restoration failure, extraction failure, or other data-related consequence affecting Customer Data, or any part thereof, save only to the extent that such liability cannot lawfully be excluded.
13.2. Post-Termination Customer Data: On termination or cancellation, all post-termination rights, processes, and consequences relating to Customer Data and any hosted, cloud, tenant-based, subscription-based, mailbox, backup, platform, portal, storage, server, application, or other digital service environment, including deletion, retention, access disablement, extraction, export, restoration, recovery, and re-enablement, shall be governed by Clauses 5.14 and 13. Save as expressly provided in Clauses 5.14 and 13, or otherwise separately agreed by STC in writing, STC shall have no post-termination obligation in respect of any Customer Data or related digital asset.
13.3. Optional Data Extraction: Where STC agrees in writing to provide optional Data Extraction after termination or cancellation, such extraction shall be subject to a Customer Quote, data format compatibility, available access, technical feasibility, and payment in full in advance, including any applicable per-gigabyte charges and Professional Services fees. STC shall not be liable for any data corruption on egress completion, data incompatibility, failed import, or inability to use the extracted data within the Customer’s environment, save to the extent such liability cannot lawfully be excluded.
13.4. No Guaranteed Retention or Recovery: Without limiting Clauses 5.14 and 13, and any service-specific terms, STC does not warrant, guarantee, or undertake that any Customer Data, backup, archive, mailbox, tenant data, hosted data, cloud data, system image, snapshot, export set, recovery point, retention copy, or other digital asset will remain available, recoverable, accessible, preserved, restorable, or capable of extraction at any particular time, for any minimum period, or following any termination, cancellation, suspension, deletion, expiry, overwrite event, corruption event, loss of access event, or other service event, unless STC has expressly agreed otherwise in writing.
13.5. Backup, Retention, Recovery, and Restoration Not Included by Default: Unless expressly stated in the applicable Customer Order, Quote, Service Schedule, recurring Service Offering, or other written scope agreed by STC, hosted, managed, subscription-based, tenant-based, cloud, mailbox, platform, application, storage, backup, or other digital Services provided by or through STC do not include backup, archive, retention, export, recovery, restoration, legal hold, business continuity, disaster recovery, or similar data-preservation capability by default. The Customer remains solely responsible for determining and maintaining its own backup, retention, archive, legal hold, export, business continuity, disaster recovery, restoration testing, and data-preservation arrangements appropriate to its operational, legal, regulatory, and business needs.
13.6. Backup Services Require Customer Oversight: Where STC provides, procures, resells, configures, enables, or facilitates any backup, archive, replication, retention, recovery, business continuity, disaster recovery, export, or similar data-preservation service, whether as a standalone Service or as part of another Service Offering, the Customer acknowledges that no such service is fault-free, uninterrupted, comprehensive, error-free, or guaranteed to capture, preserve, restore, or retain all intended data, systems, workloads, applications, mailboxes, tenants, repositories, or recovery points.
13.7. Customer Responsibility for Backup Scope and Validation: The Customer remains responsible for determining whether any backup or retention service is appropriate for its needs, defining and maintaining the correct scope of protection, ensuring that relevant systems, workloads, mailboxes, tenants, applications, devices, datasets, repositories, and recovery sources are included, and confirming that backup schedules, retention periods, exclusion rules, recovery points, encryption settings, legal hold requirements, restoration objectives, and related policies are correctly selected, configured, tested, and remain suitable.
13.8. No Monitoring Obligation Unless Expressly Agreed: Unless STC has expressly assumed such responsibility in a separate written scope, STC shall have no obligation to review, validate, audit, interpret, escalate, continuously monitor, action, or respond to any backup success report, backup failure report, retention report, alert, exception, log, notification, dashboard, warning, or event, nor to confirm that any backup or retention process has completed successfully, remains in place, is capturing all intended data, has the correct scope, or is sufficient for the Customer’s needs.
13.9. Backup and Recovery Liability Exclusion: To the fullest extent permitted by law, STC shall not be liable for any loss, corruption, deletion, inaccessibility, overwrite, failed backup, incomplete backup, missed backup, failed restore, partial restore, missed retention requirement, expired retention, misconfigured policy, omitted dataset, omitted workload, alert not actioned, report not reviewed, or other consequence arising from or in connection with any backup, retention, archive, export, recovery, or restoration service, including where such service has been purchased from STC, save only to the extent expressly assumed by STC in a separate written scope specifically providing for such responsibility.
14. FORCE MAJEURE AND UNCONTROLLABLE EVENT
14.1. For the purposes of this Clause 14, a Force Majeure and Uncontrollable Event include, without limitation, any event or circumstance beyond the reasonable control of the affected Party that prevents, delays, impairs, or materially hinders the performance of its obligations under this Agreement. This may include fire, flood, earthquake, explosion, natural disaster, severe weather, acts of God, war, national emergency, terrorism, mobilisation of armed forces, civil unrest, civil disobedience, riots, rebellion, revolution, prohibitive legislation or regulations, currency restrictions, power outages or blackouts, government-imposed lockdowns, pandemics, industrial action, labour disturbances, embargoes, governmental actions or inactions, supplier failures, public utility failures, common carrier failures, termination or suspension of a Service or Product by a Network Provider or third-party supplier, severe cyber security events, malicious software or code outbreaks, material cyber-attacks, distributed denial-of-service events, or other widespread or external cyber incidents. Such event shall qualify only to the extent that it is beyond the reasonable control of the affected Party and is not caused by that Party’s failure to implement reasonable security measures required under this Agreement.
14.2. These events are considered beyond control when they could not have reasonably been avoided or mitigated through alternative measures, contingency planning, or industry-standard disaster recovery and business continuity practices.
14.3. STC shall have no liability to the Customer under this Agreement where STC is prevented from or delayed in performing its obligations under this Agreement, or from carrying on business, due to a Force Majeure event. STC shall notify the Customer in writing of such event and its expected duration, if quantifiable and reasonably possible, as soon as reasonably practicable.
14.4. To the extent that STC is delayed or is unable to perform its obligations under this Agreement due to a Force Majeure event, the affected obligations that STC has under this Agreement will be suspended until the passing of that Force Majeure event. STC will take all reasonable steps to minimise any disruption to the services and will resume the performance of its affected obligations as soon as the Force Majeure event has passed.
14.5. In the event of a Force Majeure event that impacts Services, STC may redirect available resources, where reasonably practicable, to mitigate disruption and may provide the Customer with updates on expected service resumption where such information is available.
14.6. Cancellation as a Result of Impossibility of Performance
14.6.1. If either Party is restricted, prevented, delayed, or materially hindered from carrying out any of its obligations as a result of a Force Majeure event, Service Downtime arising from causes beyond its reasonable control, upstream dependency failure, third-party delay, utility interruption, legal or regulatory constraint, site-access impediment, porting delay, civil works delay, or any other event or circumstance giving rise to impossibility, prevention, delay, or material hindrance of performance, then that Party shall be relieved from the affected obligations for the duration of such event and shall not be liable for any loss, damage, cost, or delay arising solely as a result thereof.
14.6.2. If the event or circumstance contemplated in Clause 14.6 continues for more than 21 (twenty-one) Business Days, either Party may, by written notice, cancel the affected Service, Service Order, relocation, implementation, provisioning activity, or this Agreement to the extent affected, with immediate effect. Where cancellation relates to any uncompleted pre-activation or pre-delivery activity, the Customer shall remain liable for all Abortive Costs, third-party charges, and other amounts incurred up to the effective date of cancellation in accordance with Clauses 5 and 6.
14.6.3. The Customer acknowledges that certain issues may be beyond the control of STC and may require the Customer’s participation or be wholly outside the control of STC. In such cases, STC will not be held liable for any delays or failures in performance resulting from these circumstances. Furthermore, if the Customer is called upon by STC to cooperate or perform any act to overcome any impediment to rendering the Services in terms of this Agreement and fails to cooperate or perform then STC is released from its obligations and will not be liable for any delays or failures in performance resulting from these circumstances.
14.6.4. In the event of a dispute regarding the impossibility of performance, the Customer may lodge a dispute in accordance with Clause 15. STC will engage with the upstream provider for investigation, following due process, to address any credit queries.
14.7. Modification of Obligations: If substantially all obligations of STC under this Agreement are suspended by a Force Majeure event or an impossibility of performance event for more than 21 (twenty-one) Business Days, the Parties may enter into discussions to modify the affected obligations through a written variation of this Agreement. No amendment or variation of these Terms and Conditions will be effective unless reduced to writing and signed by both Parties.
15. COMMUNICATION, COMPLAINTS HANDLING AND CONSENT TO ARBITRATION
15.1. Subject to the application of the Protection of Personal Information Act (POPIA) and the Consumer Protection Act (CPA), the Customer agrees that STC may, from time to time, send electronic communications regarding, without limitation, special offers, discounts, operational changes that may affect the services, and/or new services or products launched.
15.2. All communications will comply with our Privacy Notice and applicable law. The Customer is always entitled to notify us in writing if the Customer does not wish to receive or continue receiving promotional or marketing-related communications. If the Customer is a consumer as contemplated in the CPA, the Customer may pre-emptively block the receipt of such communications. STC will handle the Customer’s personal information in accordance with our Privacy Notice, available on our website. (Privacy Notice – Smart Technology Centre)
15.3. From time to time, STC may need to send the Customer electronic information regarding the Service(s) subscribed to. The Customer agrees to receive electronic communication from STC, including SMS, email, and/or telephone, to provide these Service(s). If the Customer opts out of any Service communications as contemplated in this Clause 15, they understand it may affect the delivery of such Service(s), and STC bears no liability for any impact arising from such non-receipt.
15.4. Subject to applicable law, STC shall be entitled to disclose information of the Customer to enable the provision of emergency services, directory services, repair services, or for any purpose for which such information is required by law.
15.5. Complaints and service disputes must be submitted to STC electronically and will be dealt with by STC in accordance with this Clause 15.
15.6. The existence of STC’s complaints mechanism, dispute process, and optional arbitration process does not entitle the Customer to withhold, defer, reduce, or suspend payment of any amount due to STC while STC is considering or responding to any complaint or dispute raised by the Customer.
15.7. Without prejudice to the Customer’s rights in law, the Customer must first approach STC with any complaint and afford STC a reasonable opportunity to resolve the complaint before declaring a dispute, approaching any authority, court, or dispute resolution body, or referring the matter to arbitration in accordance with this Clause 15. STC shall respond to the complaint in electronic writing.
15.8. Any payment default by the Customer arising from, or in connection with, any Service rendered or provided by STC shall be excluded from the provisions of this Clause 15, and STC shall be entitled to proceed with any lawful recovery, suspension, termination, or legal action available to it under this Agreement or applicable law.
15.9. The Customer is required to direct a complaint to complaints@smartonline.co.za and must include the following detail:
15.9.1. Name and surname of the complainant or Legal Entity;
15.9.2. Customer account number;
15.9.3. The date on which the complaint arose;
15.9.4. A brief description of what gave rise to the complaint. Where the complaint relates to billing, please also include:
a. a copy of the invoice/statement that the dispute pertains to;
b. the amount in billing dispute; and
c. other supporting information or documentation, if any.
15.10. STC will acknowledge receipt in electronic writing of the complaint within 5 (five) business days of receipt thereof.
15.11. STC will attempt to resolve the Customer’s complaint in electronic writing within 14 (fourteen) business days of receipt thereof, or within such longer period as may be necessary in the circumstances, including where the resolution of the complaint falls in the hands of a supplier or third-party service provider.
15.12. The Customer may declare a dispute and refer the matter to any other relevant authority, court, or dispute resolution body, or refer the matter to arbitration in accordance with this Clause 15, should the Customer not be satisfied with the resolution and outcome of the complaint raised with STC. The Customer shall first exhaust STC’s internal escalation route for dispute resolution and fault reporting before escalating any such matter to the Authority or other regulatory body having jurisdiction.
15.13. The dispute may be referred to:
15.13.1. mediation through the Internet Service Providers’ Association (ISPA);
15.13.2. the Complaints and Compliance Committee of the Authority in terms of section 17H of the ICASA Act, where the dispute has not been resolved by the Authority itself and relates to the installation or accessibility of Services; or
15.13.3. any other regulatory body having jurisdiction over the matter.
15.14. A dispute shall be deemed to have arisen when either Party notifies the other in electronic writing to that effect.
15.15. If the Parties separately agree in writing to refer a dispute to arbitration, such arbitration shall be held under the arbitration rules of the Arbitration Foundation of Southern Africa. The arbitrator shall be a practicing attorney of not less than (10) ten years standing, agreed upon by the Parties, or failing agreement within (5) five days after the date on which the arbitration is demanded, appointed by the Chairperson of the Legal Practice Council of the Gauteng Province having jurisdiction of the matter.
15.16. The arbitration shall be held at a venue in JOHANNESBURG, conducted in the ENGLISH language, before a single arbitrator appointed in accordance with the above Foundation rules. The formalities and/or procedures determined by the arbitrator may be held in an informal and summary manner, on the basis that it shall not be necessary to observe or conduct the usual formalities and/or procedures, pleadings and/or discovery, or strict rules of evidence.
15.17. The arbitration shall be held as quickly as possible after it is demanded with a view to it being completed within (30) thirty days after it has been so demanded.
15.18. The arbitrator shall be entitled to:
15.18.1. investigate or cause to be investigated any matter, fact or thing which he considers necessary or desirable in connection with the dispute and for that purpose shall have the widest powers of investigating all the books and records of either party to the dispute, and the right to take copies or make extracts therefrom and the right to have them produced and/or delivered at any reasonable place required by him for the aforesaid purpose; to interview and question under oath, any representative of either of the parties;
15.18.2. decide the dispute according to what he considers just and equitable in the circumstances;
15.18.3. make such award, including an award for costs, specific performance, and interdict, damages or a penalty or otherwise as he/she in his/her discretion deems fit and appropriate, provide that should the arbitrator fail to make an award with regard to costs, the costs shall be borne equally by the parties.
15.19. Any award made by the arbitrator shall be in electronic writing and shall include reasons; therefore, shall be final and binding; will be carried into effect; and may be made an order of any court of any country having appropriate jurisdiction.
15.20. The arbitrator shall have the power to give a default ruling if any party fails to make submissions on the due date stipulated and/or fails to appear at the arbitration.
15.21. This Clause 15 constitutes an irrevocable consent by the parties to any proceedings in terms hereof and no party shall be entitled to withdraw therefrom or to claim in any such proceedings that it is not bound by this Clause 15.
15.22. Nothing in this Clause 15 prevents STC from exercising any right it may have to institute court proceedings in accordance with Clause 30, including in respect of payment defaults, or from seeking urgent interim or other relief from a court of competent jurisdiction where appropriate.
15.23. These provisions shall not prevent either Party from approaching a court of competent jurisdiction to obtain urgent interim or other relief where appropriate.
15.24. Payment Disputes: Any complaint, dispute, or objection relating to an invoice, statement, charge, amount due, payment allocation, credit, refund, or other billing matter shall be dealt with exclusively in accordance with this Clause 15. If either Party disputes the amount reflected as payable in terms of any invoice and/or statement, or any component thereof, the disputing Party shall, within 10 (ten) Business Days after receipt of the invoice and/or statement, whichever is earlier, or such longer period as the Parties may agree, deliver a notice in electronic writing to the other Party containing sufficient details of the dispute, the amount or component disputed, and all supporting documents then reasonably available to the disputing Party. The lodging of any complaint or dispute shall not entitle the Customer to withhold, defer, reduce, set off, or fail to pay any amount reflected as due and payable in any invoice or statement, and the full amount shall remain due and payable by the applicable due date pending the outcome of this Clause 15 process.
15.24.1. Within 5 (five) Business Days of receipt of such notice, or such longer period as the Parties may agree, the Party receiving the dispute notice shall furnish the disputing Party with such documents or materials as may reasonably be required to verify the amount reflected as payable.
15.24.2. If the dispute is not resolved following the exchange of information contemplated in Clause 15.24.1, either Party may refer the dispute for investigation and determination by a firm of auditors agreed to between the Parties or, failing agreement, by a firm of auditors nominated by the Chief Executive Officer, or nominee, for the time being of the South African Institute of Chartered Accountants, or its successor body. Such auditors shall act as experts and not as arbitrators, and their decision shall, except for manifest error, be final and binding on the Parties. The Parties shall cooperate in any such investigation, and any amount found by the auditors to be due or overpaid shall promptly be paid or refunded, together with any applicable interest otherwise lawfully payable under this Agreement, within 5 (five) Business Days of the date of determination.
16. EQUIPMENT AND SOFTWARE
16.1. Ownership and Use of Equipment: Except for Equipment that the Customer has fully paid for, all Equipment installed, issued, delivered, or provided by STC, including any Customer Premise Equipment (CPE), remains the property of STC. The Customer shall use such Equipment only for the purpose for which it is intended, in accordance with this Agreement, any applicable law, and any reasonable instructions issued by STC or the relevant supplier.
16.2. Risk, Safekeeping and Encumbrance: Upon delivery to, installation at, or collection by the Customer, risk in respect of the Equipment, but not ownership, shall pass to the Customer. The Customer shall keep the Equipment in its possession and control, protect it against loss, theft, damage, misuse, attachment, lien, hypothec, or other encumbrance, and shall not sell, lease, mortgage, transfer, assign, encumber, relocate, or otherwise deal with the Equipment without STC’s prior written consent.
16.3. Premises, Access and Landlord Notification: Where the Customer is not the owner of the premises at which the Equipment is installed or used, the Customer shall notify the owner, landlord, body corporate, or other relevant party of STC’s ownership of the Equipment. The Customer shall grant STC, or ensure that STC is granted, reasonable access to the premises as necessary to install, maintain, inspect, repair, reconfigure, upgrade, exchange, recover, or remove the Equipment, or to maintain, investigate, protect, modify, or improve the operation of STC’s facilities and Services.
16.4. Fragile Components and Maintenance Requirements: The Customer shall use the Equipment with due care and diligence. The Customer specifically acknowledges that certain components, including fibre fly-leads, may be fragile and may not be bent, tightly coiled, pulled, crushed, or otherwise mishandled. Equipment and related software may require minimum maintenance standards, supported locations, configurations, updates, or environmental conditions to operate properly or access the Services. Unless otherwise specified by STC, the Customer is responsible for complying with such requirements and may not be entitled to support from STC where failure to comply causes or contributes to a fault or service issue.
16.5. Loss, Theft, Damage or Non-Return: The Customer must immediately notify STC in writing if any Equipment is lost, stolen, damaged, destroyed, sold, leased, mortgaged, transferred, assigned, encumbered, relocated without consent, or not returned. In such circumstances, the Customer shall pay STC the undiscounted retail replacement value of such Equipment, together with any repair, replacement, call-out, recovery, removal, collection, legal, or related costs incurred by STC.
16.6. Replacement Value and Discontinued Models: All Equipment pricing and replacement values are subject to ROE fluctuations. Where a manufacturer discontinues a particular model, STC may use the replacement or equivalent model to determine the applicable replacement value. Should the Customer wish to insure such Equipment independently, STC will, upon written request, provide the Customer with the relevant serial number, asset tag, and current replacement value for record-keeping purposes.
16.7. Return of Equipment: Upon termination, cancellation, relocation, expiry, or suspension of the relevant Service, or upon STC’s reasonable request, the Customer shall return all STC-owned Equipment to STC in good working condition, fair wear and tear excepted, at the Customer’s own cost. If the Customer moves from the Customer Premises, the Customer shall ensure that the Equipment is returned to STC or that STC is given reasonable access to recover it. Failure to return the Equipment shall not affect the Customer’s payment obligations under this Agreement.
16.8. Repairs, Replacements and Upgrades: STC may, at any time during the Agreement, reconfigure, upgrade, exchange, repair, or replace any part of the Equipment where STC, in its sole discretion, considers it necessary or appropriate for the provision or protection of the Services. STC shall not be obliged to perform any upgrade unless it determines that such upgrade is necessary. If repairs or replacements are required due to Customer-side damage, misuse, unauthorised relocation, negligent handling, or circumstances not covered by the manufacturer’s warranty, STC may charge the Customer the applicable call-out charges, repair costs, replacement costs, and related charges.
16.9. Manufacturer Warranties: Where applicable, Equipment will be supplied subject to the original manufacturer’s, vendor’s, supplier’s, Network Provider’s, or Last Mile Provider’s warranty, return, repair, and fault procedures. STC does not provide any separate or additional warranty in respect of Equipment except to the extent expressly stated in writing.
16.10. Purchased Equipment: Where Equipment or other items are purchased from STC, ownership shall pass to the Customer only once STC has received payment in full for such Equipment or items. Until full payment has been received, such Equipment or items remain the property of STC.
16.11. Software, Licenses and Documentation: Any software, license, subscription, portal access, tenant access, access credential, documentation, or related material provided by STC to the Customer remains the property of STC or the relevant licensor or supplier, as applicable. The Customer shall take all reasonable steps to protect such software, access credentials, and documentation from theft, loss, misuse, unauthorised access, or damage. The Customer must review and comply with any applicable end-user license agreement, supplier terms, or third-party terms before installing, accessing, or using such software, subscription, or documentation.
16.12. Cessation of Rights: Unless otherwise provided in the applicable end-user license agreement or separately agreed in writing by STC, all rights of use, access, administration, and benefit in respect of software, licenses, subscriptions, portals, tenants, documentation, and related materials are limited rights only and may cease, be disabled, revoked, removed, reassigned, or otherwise dealt with in accordance with Clause 5.16 and any applicable third-party license, subscription, or supplier terms.
16.13. IP Provisioning: IP Provisioning is a chargeable service item and will be quoted for approval by the Customer where applicable. STC may provision IPv6, public IPv4, or private IPv4 addresses for use with the Customer’s Internet Connectivity Services at STC’s sole discretion. The Customer acknowledges that it receives no ownership or proprietary rights in any IP addresses provisioned by STC and that STC may change, withdraw, or reassign such IP addresses where reasonably required.
17. EXCHANGES, RETURNS AND REFUNDS
17.1. The policy of STC in respect of exchanges, returns and refunds depends on the type of goods and the policy of the manufacturer or supplier thereof. Where the manufacturer or supplier does not have an exchange, return, and refund policy in place, no mention of such policy will be made in the service and product specific terms and conditions, and none will be put in place.
17.2. Warranties, if any, relating to hardware, software, Equipment, or Goods supplied to the Customer will ordinarily be those made available by the relevant manufacturer, licensor, vendor, distributor, or supplier, and will be subject to their applicable warranty process, return policy, and fault procedures. STC does not give any separate or additional warranty in respect of such items except to the extent expressly stated in writing, and the general warranty exclusions and limitations in this Agreement, including Clauses 26 and 27, shall continue to apply.
17.3. STC will consider requests for refunds, including where an account was debited with the wrong amount, on an ad hoc basis and subject to any applicable billing dispute process under Clause 15. However, STC is not obligated or bound to effect such refunds, and each request will be evaluated on its merits, subject always to applicable law.
17.4. If a Product is returned due to a change of mind, STC reserves the right to charge a restocking fee and a minimum 25% (twenty-five percent) handling fee, provided that the relevant supplier agrees to accept the return. The Product must be returned in its original packaging and in a resalable condition.
17.5. Any costs associated with the return of goods, including shipping and handling, will be the responsibility of the Customer unless the return is due to a defect or error on the part of STC.
17.6. STC reserves the right to refuse a return or exchange if the goods do not meet the criteria set out in this Clause 17 or the respective supplier or manufacturer’s policy.
18. CONFIDENTIAL INFORMATION
18.1. “Confidential Information” means the terms of this Agreement, any records, data, information, including Personal Information, and any other non-public, commercially valuable information of any kind and in any form, whether tangible, intangible, oral, written, or electronic, that relates to a Party and its business affairs, whether or not identified as confidential, and which is collected, received, processed, stored, transmitted, or comes into the possession or control of a Party as a result of this Agreement, or which under the circumstances surrounding disclosure ought reasonably to be treated as confidential, such as:
18.1.1. information that is already in the public domain; or
18.1.2. information which subsequently becomes part of the public domain other than as a result of an unauthorised disclosure by the receiving party or its representatives; or
18.1.3. information which is or becomes available to the receiving party from a third party who is legally entitled to possess and provide the information to the receiving party without a confidentiality restriction; or
18.1.4. information that is disclosed by the receiving party to satisfy an order of a competent court or comply with the provisions of any law or regulation in force from time to time; or is disclosed to a third party pursuant to the prior written consent from disclosing party; and/or
18.1.5. information that is received from a third party in circumstances that do not result in breach of the provisions of this Agreement.
18.2. Obligations of Confidentiality
Each party agrees to:
18.2.1. maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the disclosing party, except as provided in this Agreement;
18.2.2. use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement;
18.2.3. take all reasonable steps to protect the confidentiality of the Confidential Information and prevent its unauthorized use or disclosure, including implementing appropriate technical and organizational measures;
18.2.4. ensure that any employees, agents, or subcontractors who have access to the Confidential Information are bound by confidentiality obligations no less stringent than those contained in this Agreement.
18.3. Return or Destruction of Confidential Information: Upon termination or expiration of this Agreement, or upon the disclosing party’s written request, the receiving party shall promptly return or destroy all Confidential Information in its possession or control, including any copies thereof, and certify in writing that it has done so.
18.4. Remedies: Each party acknowledges that any breach of this Clause 18 may cause irreparable harm to the disclosing party for which monetary damages would not be an adequate remedy. Accordingly, the disclosing party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in the event of any breach or threatened breach of this Clause 18, in addition to any other remedies available at law or in equity.
18.5. Duration of Confidentiality Obligations: The obligations of confidentiality set forth in this Clause 18 shall survive the termination or expiration of this Agreement for a period of 5 (five) years, or for such longer period as may be required by applicable law.
19. SECURITY AND PRIVACY
19.1. STC may implement and maintain technical, organisational, and operational security measures it considers appropriate, acting reasonably and in line with Good Industry Practice, to protect the STC Environment and the physical security of STC’s premises. However, STC gives no warranty, guarantee, or assurance that the STC Environment, any Service, or any security control will be immune from breach, compromise, malicious code, unauthorised access, cyber incident, or other security event, nor that any security Service will detect, prevent, contain, or remediate every threat or incident. STC may take any steps it deems necessary to preserve the security, stability, availability, or reliability of its environment, network, Services, systems, or other customers, including without prior participation by the Customer where reasonably required.
To the fullest extent permitted by law, STC shall not be responsible or liable for any breach, compromise, unauthorised access, disclosure, loss, corruption, destruction, security incident, Service incident, or other adverse event affecting any platform, Service, hosted environment, cloud environment, tenant, account, application, mailbox, backup service, portal, integration, system, third-party platform, third-party dependency, or any data or functionality associated therewith, whether provided by STC, by or through the STC Environment, or by any third party, save only to the extent that such liability cannot lawfully be excluded.
19.2. Customer’s Security Obligations
19.2.1. The Customer may not utilize any service in any manner which may compromise the security of the STC Environment, network, or any other network connected to the STC Environment, or tamper with any STC network or service in any manner whatsoever.
19.2.2. The Customer acknowledges and agrees that, in order to maintain the security and integrity of the STC Environment and any supported services, STC may require the implementation of mandatory security controls, including but not limited to multi‑factor authentication (MFA), conditional access policies, and other identity or access management measures, from time to time.
19.2.3. Without limiting Clause 10, the Customer remains solely responsible for implementing, maintaining, and complying with all customer-side security controls, approvals, governance, and configurations reasonably required for its environment and risk profile, including any mandatory security control reasonably required by STC from time to time in order to protect the STC Environment or any managed or supported Service.
19.2.4. Failure to implement, maintain, or comply with mandatory security controls may result in restricted access to services, suspension of services, or other remedial action deemed necessary by STC to protect its environment, infrastructure, and other customers.
19.3. Scope of STC’s Security Role
19.3.1. Where STC is engaged to support, configure, monitor, remediate, implement, administer, maintain, or advise on changes or controls within the Customer’s environment, STC shall do so only to the extent expressly included in the applicable Customer Order, Service Schedule, statement of work, recurring Service Offering, or other written scope agreed by STC, and strictly subject to the Customer’s timely co-operation, access, authority, approvals, credentials, information, dependencies, and existing environment.
19.3.2. STC may reasonably rely on the Customer’s instructions, representations, nominated contacts, existing configurations, inherited settings, licenses, policies, permissions, delegated access, and third-party provider information.
19.3.3. Unless expressly agreed in writing and paid for separately, STC shall not be obliged to audit, verify, redesign, investigate, or remediate the whole or any part of the Customer’s environment, architecture, identity posture, credential hygiene, backup posture, conditional access design, tenant configuration, endpoint estate, firewall rules, third-party integrations, legacy settings, pre-existing vulnerabilities, inherited risk, or any control outside the expressly agreed scope.
19.3.4. STC shall not be liable for any pre-existing vulnerability, compromise, misconfiguration, exposure, inherited risk, incompatibility, architectural weakness, third-party limitation, outage, withdrawal, defect, provider-controlled weakness, or other issue existing prior to STC’s involvement or outside the expressly agreed scope.
19.3.5. The implementation by STC of any agreed control, recommendation, remediation, configuration, or support activity shall not constitute a warranty, guarantee, or representation of outcome, nor a representation that any incident, vulnerability, non-compliance issue, fraud, compromise, phishing event, or other threat will be prevented, detected, contained, or remediated.
19.3.6. Where the Customer rejects, delays, limits, overrides, or fails to approve any recommendation, control, remediation, change, scope extension, or access requirement proposed by STC, STC shall have no liability for any resulting risk, exposure, delay, compromise, or consequence.
19.3.7. The grant of delegated, privileged, administrative, mailbox, tenant, or remote access to STC shall not in itself constitute a transfer of operational control, legal responsibility, custody, control, or security accountability for the Customer’s environment, users, identities, credentials, data, or systems.
19.3.8. The implementation by STC of any agreed control or recommendation shall not transfer to STC the Customer’s overarching responsibility for its environment, users, devices, approvals, delegated access, administrative privileges, credentials, data, compliance posture, or ongoing security governance, which shall remain solely with the Customer.
19.4. Payment Information Security
19.4.1. STC takes reasonable steps to secure payment information and uses payment systems selected in line with accepted technological standards applicable at the time of the relevant electronic transaction and to the type of transaction concerned.
19.4.2. The Customer acknowledges that no payment processing environment, payment system, transmission path, banking channel, gateway, platform, or third-party payment service is guaranteed to be immune from compromise, fraud, interception, unauthorised access, misdirection, outage, error, or third-party failure.
19.4.3. STC does not warrant, guarantee, or represent that any payment transaction, payment instruction, banking detail, beneficiary change, or payment-related communication will be free from fraud, spoofing, interception, manipulation, delay, or failure.
19.4.4. The Customer remains solely responsible for independently verifying any payment instruction, banking detail, beneficiary detail, account detail, or change thereto before acting upon it.
19.4.5. This Clause 19.4 must be read together with the Cyber Fraud, Social Engineering, Identity Compromise and Payment Verification provisions in this Clause 19.
19.5. Privacy Notice and Informed Consent: By using STC Services, the Customer consents to the collection, processing, and storage of Personal Information as outlined in STC’s Privacy Notice, available on the STC website (Privacy Notice – Smart Technology Centre).
19.6. Data Processing Roles and Customer Responsibility
19.6.1. To the extent that STC processes Personal Information in connection with the Services, the Parties acknowledge that STC may, depending on the nature of the relevant Service or activity, act either as an operator on behalf of the Customer or as a responsible party in respect of Personal Information Processed by STC for its own lawful business purposes.
19.6.2. STC’s own lawful business purposes may include, without limitation, billing, collections, account administration, credit vetting, fraud prevention, regulatory compliance, service provisioning, service assurance, security monitoring, incident response, legal claims, and record retention.
19.6.3. Where STC acts as an operator on behalf of the Customer, the Customer warrants that it has all necessary lawful grounds, notices, consents, permissions, and authority required under applicable Data Protection Legislation to permit STC to process such Personal Information for the purposes of providing the relevant Services.
19.6.4. The Customer remains solely responsible for the legality, accuracy, quality, and integrity of Customer Data and Personal Information provided to, or made accessible to, STC by or on behalf of the Customer.
19.6.5. Unless expressly agreed otherwise in writing, STC shall not be obliged to determine the legal status, ownership, accuracy, completeness, retention lawfulness, or regulatory compliance of any Customer Data or Personal Information supplied by the Customer.
19.6.6. STC shall be entitled to rely on the Customer’s instructions, representations, and authority in relation to Customer Data and Personal Information supplied or made accessible by or on behalf of the Customer.
19.6.7. The Customer indemnifies STC against any claim, complaint, loss, damage, penalty, fine, regulatory action, or expense arising from or in connection with the Customer’s failure to obtain a lawful basis, notice, authority, permission, or consent, or from the unlawful, inaccurate, excessive, or otherwise non-compliant processing of Customer Data or Personal Information attributable to the Customer.
19.7. Monitoring of Usage
19.7.1. STC monitors its systems for performance, security, service assurance, operational integrity, and accounting purposes.
19.7.2. Information obtained through such monitoring may be used to support service delivery, maintenance, billing, security, fault investigation, performance management, and compliance with the terms of service and the Acceptable Use Policy.
19.7.3. The Customer consents to STC monitoring traffic data and related usage information for the purposes set out in this Clause 19.7, subject to applicable law.
19.7.4. For service updates and outage notifications of this nature, the Customer may opt out by notifying STC electronically at legal@smartonline.co.za.
19.7.5. Any such opt-out under Clause 19.7.4 shall apply only to service updates and outage notifications of that nature and shall not affect STC’s right to send billing, legal, contractual, compliance, security, breach, collections, service-affecting, or other operational notices, communications, demands, or notifications under this Agreement or applicable law.
19.7.6. The Customer understands and accepts that STC shall have no further obligation or liability to the Customer for non-receipt of service update or outage notifications where such non-receipt arises from the Customer’s opt-out.
19.8. Audit, Investigation and Access to Information
19.8.1. STC shall be entitled, acting reasonably and to the extent necessary for a legitimate business, legal, operational, security, compliance, billing, or investigative purpose, to monitor, review, analyse, retain, inspect, extract, preserve, and use information relating to the Services, the Customer’s account, or the Customer’s use of the Services.
19.8.2. The information contemplated in Clause 19.8.1 may include logs, records, metadata, usage information, support records, account history, traffic data, billing information, system events, access records, configuration information, and any other operational or evidentiary information.
19.8.3. STC may exercise the rights in this Clause 19.8 for purposes including, without limitation:
a. investigating fraud, non-payment, abuse, unlawful conduct, cyber incidents, security events, AUP violations, or suspected breaches of this Agreement;
b. responding to complaints, payment disputes, technical disputes, legal claims, subpoenas, regulatory enquiries, or lawful instructions of competent authorities;
c. preserving evidence, conducting forensic review, supporting debt recovery, or protecting the STC Environment, its other customers, suppliers, or personnel; and
d. verifying Service usage, account activity, billing correctness, contractual compliance, or technical root cause.
19.8.4. The Customer shall co-operate fully with any reasonable investigation conducted by STC and shall provide all reasonably requested information, records, access, explanations, confirmations, and assistance required by STC for the purposes contemplated in this Clause 19.8.
19.8.5. Nothing in this Clause 19.8 obliges STC to retain any specific logs, records, or information beyond the period for which STC ordinarily retains such data in the usual course of business or as required by law.
19.8.6. STC shall not be liable for any inability to produce information that has not been retained, is no longer available, or is not required to be retained under this Agreement or applicable law.
19.8.7. Any exercise by STC of its rights under this Clause 19.8 shall be subject to applicable law, including Data Protection Legislation.
19.8.8. STC may exercise its rights under this Clause 19.8 without prior notice to the Customer where reasonably necessary to preserve evidence, avoid prejudice to an investigation, mitigate risk, or comply with law.
19.9. Service Updates and Outage Notifications: STC may issue service updates and outage notifications using the contact details last provided by or on behalf of the Customer. The Customer remains responsible for ensuring that its contact details, designated recipients, mailboxes, spam filtering, whitelisting, forwarding rules, escalation paths, and related notification settings remain current, accurate, monitored, and capable of receiving such communications. Any service update or outage notification issued by STC shall be subject to the notice and deemed-receipt provisions in Clause 32.5.
19.10. Shared Responsibility Model (SRM) for Cloud Services
19.10.1. Provider-Controlled vs Customer-Controlled Responsibility
a. Without limiting Clauses 5.14, 11, and 13, and to the extent that STC provides hosted, managed, or cloud-related Services, STC is responsible only for the security, privacy, compliance, operation, and administration of the provider-controlled parts of the relevant infrastructure and service layers.
b. STC’s responsibility under this Clause 19.10 applies only to the extent expressly included in the applicable Customer Order, Service Schedule, statement of work, recurring Service Offering, or other written scope agreed by STC.
c. All customer-controlled, customer-configured, customer-managed, customer-data, customer-identity, customer-application, endpoint-level, workload-level, backup-level, retention-level, encryption-level, tenant-level, integration-level, and third-party-controlled responsibilities remain solely with the Customer or the relevant third-party provider, as the case may be.
d. The Customer bears sole responsibility for ensuring that its own data, applications, identities, permissions, configurations, backups, disaster recovery, business continuity arrangements, retention controls, restoration testing, access control, credential security, legal compliance, endpoint security, user management, and the security of its own users, devices, applications, content, systems, and environments are protected to the extent the Customer considers necessary for its own operational, legal, regulatory, and business requirements, whether on-premise, hosted, or cloud-based.
e. STC’s role, where applicable, does not relieve the Customer of the responsibilities set out in Clause 19.10.1.
f. Any post-termination retention, preservation, export, restoration, recovery, access, or re-enablement of Customer Data or related digital assets, and any question as to whether backup, archive, retention, recovery, or restoration is included in a Service, shall be governed solely by Clauses 5.14 and 13 and the applicable written scope agreed by STC.
19.10.2. Backup, Retention, Recovery, and Restoration Not Included by Default: Any backup, archive, retention, recovery, restoration, legal hold, export, business continuity, disaster recovery, or similar data-preservation capability is not included by default in any Service unless expressly stated in the applicable Customer Order, Quote, Service Schedule, statement of work, recurring Service Offering, or other written scope agreed by STC. The Customer remains responsible for its own backup, retention, restoration, business continuity, and disaster recovery requirements, and the detailed terms governing post-termination access, retention, recovery, export, restoration, and related limitations are set out in Clauses 5.14 and 13.
19.10.3. Customer Security Strategy and Governance
a. The Customer must develop, implement, maintain, and regularly review a comprehensive data protection, security, backup, continuity, identity, and governance strategy appropriate to its own environment, risk profile, compliance obligations, and operational needs.
b. Such strategy must include, where relevant, additional security measures such as backup and recovery, encryption, identity and access management, multi-factor authentication, conditional access, patching, monitoring, alerting, logging, data loss prevention, user awareness, and incident response procedures.
c. The availability or use of native provider tools, security features, or managed services may reduce risk but does not eliminate it and does not guarantee the detection, prevention, or remediation of every threat, vulnerability, compromise, or incident.
d. STC takes no responsibility or liability for the Customer’s failure to develop, implement, maintain, monitor, or review such strategy or controls.
e. STC shall not be liable for any resulting loss, exposure, compromise, unauthorised access, data leakage, non-compliance, or other consequence attributable in whole or in part to the Customer’s environment, decisions, omissions, approvals, users, credentials, delegated access, or security posture.
19.11. Data Protection Measures
19.11.1. STC may implement and maintain technical and organisational measures it considers appropriate, acting reasonably and in line with Good Industry Practice, in respect of the provider-controlled parts of the relevant hosted, managed, or cloud-related Service, to help protect Customer Data against unauthorised access, disclosure, alteration, loss, or destruction.
19.11.2. For the avoidance of doubt, such measures do not extend to customer-controlled, customer-configured, or customer-managed layers, including customer identities, permissions, applications, endpoints, integrations, workloads, backup strategy, retention settings, encryption choices, internal access governance, user behaviour, delegated access, or any third-party-controlled environment or dependency, all of which remain the Customer’s sole responsibility.
19.11.3. No system or security measure is fail-safe.
19.11.4. STC does not warrant, guarantee, or represent that Customer Data will not be lost, corrupted, destroyed, disclosed, accessed, or compromised, whether as a result of cyber incidents, system failure, third-party conduct, customer-side failures, inherited risk, pre-existing vulnerabilities, or any other cause.
19.12. Data Breach Response
19.12.1. In the event of a data breach involving Customer Data, STC will take such actions as STC considers reasonably appropriate in the circumstances, subject to applicable law, the nature of the breach, the information available to STC, and the extent to which the breach affects STC-controlled systems or Services.
19.12.2. Prompt Notification: STC will notify affected Customers as soon as reasonably practicable after becoming aware of the breach, providing details of the nature and extent of the breach, the data involved, and any steps taken to mitigate the breach, where such information is available and may lawfully be disclosed.
19.12.3. Investigation: STC will conduct such investigation as STC considers reasonably appropriate in the circumstances to determine the apparent cause of the breach and identify any vulnerabilities in STC-controlled systems.
19.12.4. Mitigation: STC will take reasonable steps, where within its control, to contain and mitigate the breach, including securing affected systems and preventing further unauthorised access.
19.12.5. Support: STC will provide such reasonable information or guidance as STC considers appropriate in the circumstances to assist affected Customers in addressing the potential consequences of the breach.
19.12.6. Reporting: STC will report the breach to relevant regulatory authorities where required by applicable laws and regulations.
19.12.7. Review and Improvement: STC may review and update its security measures and policies following a breach and may implement any improvements identified during the investigation, where reasonably appropriate.
19.12.8. No Liability for Data Breach: To the fullest extent permitted by law, STC accepts no liability for any data breach, security incident, compromise, unauthorised access, disclosure, alteration, corruption, loss, destruction, or other security event affecting Customer Data, whether arising in contract, delict, statute, or otherwise, save only to the extent that such liability cannot lawfully be excluded.
19.13. Cyber Fraud, Social Engineering, Identity Compromise, and Payment Verification
19.13.1. Risk Acknowledgement: The Customer acknowledges that cyber fraud, phishing, social engineering, business email compromise, account takeover, credential compromise or theft, token or session theft, identity spoofing, payment diversion fraud, ransomware, malicious code, misuse of delegated access, misuse of administrative privileges, and other cyber-enabled crimes or compromises are inherent risks of electronic communications and online services.
19.13.2. Verification Obligation: Without limiting Clause 10, the Customer remains solely responsible for maintaining appropriate internal financial, approval, verification, and security controls.
19.13.3. The Customer is responsible for independently verifying any instruction, request, or change relating to banking details, beneficiary details, payment instructions, account credentials, access requests, delegated permissions, administrative privileges, or other financially sensitive or security-sensitive actions before acting upon them.
19.13.4. STC Non-Liability: To the fullest extent permitted by law, STC shall not be liable for any loss, payment, transfer, fraud, diversion, misdirection, compromise, unauthorised access, unauthorised transaction, data access, disclosure, change, deletion, instruction, request, approval, configuration, or other consequence arising from or in connection with phishing, business email compromise, social engineering, credential compromise, account takeover, man-in-the-middle attack, misuse of delegated access, misuse of administrative privileges, or any other cyber-enabled fraud, compromise, or activity effected by means of valid credentials, delegated permissions, administrative rights, mailbox access, tenant access, shared accounts, API keys, tokens, devices, or accounts attributable to the Customer’s environment, users, personnel, contractors, suppliers, vendors, systems, approvals, or security controls, save to the extent that such liability cannot lawfully be excluded.
19.13.5. Indemnity: The Customer indemnifies STC against any claim arising from any fraudulent instruction, payment diversion, banking detail compromise, mailbox compromise, credential compromise, delegated access misuse, administrative privilege misuse, or social engineering event attributable to the Customer’s environment, personnel, contractors, suppliers, credentials, approvals, or security controls.
19.14. Use of Artificial Intelligence, Automation Tools, and AI-Assisted Functionality
19.14.1. STC may, at any time and in its sole discretion, use artificial intelligence, machine learning, generative artificial intelligence, large language models, copilots, assistants, agents, recommendation engines, summarisation tools, drafting tools, coding assistants, classification tools, extraction tools, workflow automation, analytics tools, and other automated, algorithmic, or AI-assisted tools.
19.14.2. The tools contemplated in Clause 19.14.1 may be operated by STC or made available through any third-party provider, platform, software, integration, plugin, API, licensor, supplier, or vendor.
19.14.3. STC may use such tools in the course of marketing, administering, provisioning, supporting, securing, monitoring, analysing, delivering, improving, maintaining, or operating the Services, or otherwise in connection with STC’s business operations.
19.14.4. Such use may include, without limitation, drafting, summarisation, classification, triage, analysis, recommendation, scripting, code suggestion, workflow routing, service desk support, monitoring, alerting, remediation support, reporting, note generation, communication assistance, ticket handling, compliance support, knowledge retrieval, administrative support, operational support, decision support, and any other service-related, business-related, administrative, technical, legal, commercial, support, governance, or risk-management function.
19.14.5. The Customer acknowledges and agrees that any AI-generated, AI-assisted, machine-generated, automated, suggested, summarised, extracted, analysed, classified, drafted, recommended, or similar output may:
a. be incomplete, inaccurate, outdated, non-deterministic, biased, misleading, defective, unsuitable, incorrect, inconsistent, insecure, unavailable, or otherwise unreliable;
b. omit material facts;
c. generate false or fabricated content; and
d. not reflect the Customer’s precise legal, regulatory, operational, technical, commercial, contractual, compliance, or business requirements.
19.14.6. Unless expressly agreed otherwise in writing by STC, STC does not warrant, guarantee, represent, undertake, or assume any duty that any such tool, functionality, or output will be accurate, complete, current, error-free, secure, available, reliable, lawful, fit for purpose, non-infringing, suitable for implementation, or appropriate for reliance or decision-making.
19.14.7. STC shall have no obligation to audit, supervise, verify, validate, correct, curate, moderate, monitor for accuracy, or otherwise police any such output beyond the extent, if any, expressly agreed in writing by STC.
19.14.8. Any such output is provided strictly on an “as is”, “as available”, and “with all faults” basis and shall not constitute legal advice, regulatory advice, compliance advice, professional advice, financial advice, or any binding commitment, representation, warranty, certification, assurance, or approval by STC.
19.14.9. The Customer remains solely and entirely responsible, at its own cost and risk, for independently reviewing, verifying, validating, approving, testing, authorising, and exercising independent judgement in relation to any advice, recommendation, configuration, draft, summary, analysis, output, deliverable, communication, code, automation, implementation step, or other result generated, assisted, or influenced in whole or in part by any such tool before acting, relying, implementing, forwarding, distributing, or permitting any third party to rely upon it.
19.14.10. STC shall be entitled, in its sole discretion and without liability, to refuse, limit, suspend, filter, modify, redact, withhold, replace, or prohibit the use of any such tool or functionality in relation to any Service, customer environment, dataset, system, tenant, workflow, matter, request, or use case where STC reasonably considers such action necessary or desirable for legal, regulatory, contractual, security, privacy, confidentiality, technical, quality, ethical, operational, commercial, or risk-management reasons.
19.14.11. To the extent that any such tool, functionality, model, platform, or output is provided by, depends upon, incorporates, trains on, or is otherwise linked to any third-party service, provider, model, API, plugin, integration, software, content, data source, or functionality, the provisions of this Agreement relating to Third Party Content, third-party dependencies, confidentiality, privacy, data protection, acceptable use, exclusions of warranty, indemnities, and limitations of liability shall apply in full and without limitation.
19.14.12. The Customer warrants that it shall not provide, upload, submit, disclose, transmit, or otherwise make available to STC for use with any such tool any data, content, Personal Information, confidential information, regulated information, third-party data, special personal information, or other material unless the Customer is lawfully entitled to do so, has obtained all necessary notices, consents, permissions, approvals, and authority, and such use is permitted by applicable law, regulation, and this Agreement.
19.14.13. To the fullest extent permitted by law, the Customer assumes all risk arising from or in connection with the use of any such tool, functionality, or output in relation to its affairs, systems, decisions, compliance, implementations, communications, or operations.
19.14.14. STC shall not be liable for any loss, damage, cost, claim, liability, penalty, fine, regulatory exposure, delay, inaccuracy, omission, hallucination, fabricated content, misuse, disclosure, bias, output defect, implementation issue, business interruption, loss of data, loss of profit, loss of opportunity, reputational harm, third-party claim, or other consequence arising from or in connection with the use of, inability to use, unavailability of, or reliance upon any such tool, functionality, or output, save only to the extent that such liability cannot lawfully be excluded.
19.15. All AI-generated, AI-assisted, automated, machine-generated, or similar output remains subject to the exclusions, limitations, Customer review obligations, Third Party Content provisions, and risk allocations set out in this Clause 19 and this Agreement.
20. COVENANT OF GOOD FAITH
20.1. Each Party agrees to act in good faith in all dealings with the other Party or in connection with this Agreement.
21. ACCEPTABLE USE POLICY
21.1. General Obligations: The Customer hereby agrees to adhere to generally acceptable Internet and e-mail etiquette. In this regard, the Customer must read and familiarise itself with our Acceptable Use Policy (AUP) found on our website. The AUP outlines specific activities and behaviours that are considered unacceptable when using our Services. It is designed to comply with relevant laws, protect the integrity of our network, and specify the consequences of prohibited activities.
21.2. The AUP is to be read in conjunction with these Standard Terms and Conditions. By accessing STC’s Services, the Customer agrees to be bound by both the Standard Terms and Conditions and the AUP. The AUP provides detailed guidelines on acceptable use, including but not limited to email and messaging practices, content restrictions, intellectual property rights, network integrity, and the procedures for handling complaints and violations.
21.3. For the full text of the Acceptable Use Policy, please visit the STC website (Acceptable Usage Policy – Smart Technology Centre).
21.4. Unacceptable Use
21.4.1. Any criminal, illegal or unlawful act.
21.4.2. Any use which intentionally interferes with STC’s ability to provide services in any respect.
21.4.3. Any use which intentionally interferes with the rights of STC or any other third party.
21.4.4. Any use which is a breach of any other agreement STC may have entered with you or any policy or other terms and conditions which you have agreed to in connection with the use of STC services.
21.4.5. The use of STC’s service to send unsolicited direct marketing communications in contravention of applicable law or which would cause us to be in contravention of the ISPA Code of Conduct.
21.5. Sanctions, Export Control and Prohibited Use
21.5.1. The Customer warrants on a continuing basis that neither the Customer, nor any of its beneficial owners, controllers, end users, affiliates, or authorised users of the Services, is subject to any applicable trade sanction, export control restriction, prohibition, denied-party listing, embargo, anti-boycott restriction, or similar legal restriction which would make it unlawful or materially risky for STC, any supplier, Network Provider, licensor, cloud provider, distributor, or other third party to provide the relevant Service, license, software, Equipment, or support.
21.5.2. The Customer shall not:
a. use, export, re-export, transfer, make available, resell, permit access to, or otherwise deal with any Service, software, license, deliverable, data, technology, or Equipment provided by or through STC in breach of any applicable sanction, export control, embargo, anti-bribery, anti-corruption, anti-money laundering, or trade compliance law;
b. use the Services for any prohibited military, weapons, surveillance, unlawful interception, cybercrime, or other unlawful end use;
c. use the Services for the benefit of any person, entity, territory, or end user subject to any applicable restriction or prohibition; or
d. use the Services in any manner which could expose STC or any of its suppliers, licensors, Network Providers, or other counterparties to legal, regulatory, financial, or reputational risk.
21.5.3. To the fullest extent permitted by law, STC may, acting reasonably, refuse, suspend, restrict, terminate, or withdraw any Service, support, transaction, access, order, delivery, or provisioning activity where STC reasonably suspects a breach of this Clause 21.5 or where continued performance may expose STC or any relevant third party to sanction, export, trade compliance, regulatory, or related risk.
21.5.4. The Customer shall promptly provide such information, confirmations, end-use details, screening information, or compliance documentation as STC may reasonably require for the purposes of assessing compliance with this Clause 21.5.
21.5.5. The Customer indemnifies STC against any loss, damage, liability, penalty, fine, cost, or expense arising from or in connection with any breach of this Clause 21.5 by the Customer or any person using the Services by means of the Customer’s authority, systems, accounts, or access.
21.6. Please report any use of our services in contravention of this AUP to abuse@smartonline.co.za.
21.7. Protection of Minors and Vulnerable Persons: STC aims to protect minors and vulnerable persons and recommends the following links for further reading on these topics: https://ispa.org.za/safety/
22. RICA AND INTERCEPTION OF COMMUNICATIONS
22.1. The Customer acknowledges that, in the circumstances prescribed, required, or permitted by RICA, STC and/or the relevant third-party Network Operator may be required to intercept, lock, filter, read, delete, disclose, or use communications sent or posted via STC’s network or the relevant Network Operator’s network. The Customer consents to such activities where they are required or permitted by RICA. To the fullest extent permitted by law, STC and the relevant Network Operator shall not be liable to the Customer for any loss, liability, damage, claim, cost, or expense arising from any activity lawfully performed under this Clause 22.
22.2. A copy of RICA is available at https://www.gov.za/sites/default/files/gcis_document/201409/a70-02.pdf
22.3. RICA requires the Customer to obtain and keep certain information where the Customer sells, buys, or otherwise provides a cellular phone or SIM card, including where the Customer provides a SIM card to an employee, or where a SIM card or cellular telephone is lost or stolen. The Customer must read and comply with these requirements as set out in RICA and this Clause 22.
23. INTERACTIONS WITH STAFF AND SMART BRAND
23.1. The Customer will be held accountable for its conduct towards STC, STC staff, subcontractors, suppliers, and representatives, including conduct in the public domain relating to allegations or malicious conduct directed towards STC, the STC brand, or STC staff.
23.2. Abusive behaviour, including aggression, bullying, offensive language, threats, humiliation, intimidation, harassment, or any unlawful, obscene, threatening, defamatory, or inappropriate communication or conduct directed at STC, STC staff, subcontractors, suppliers, or representatives, will not be tolerated.
23.3. STC reserves the right not to respond to any email, data message, communication, or public post that contains obscene, threatening, defamatory, unlawful, abusive, or inappropriate content. Such conduct may constitute a breach of the Acceptable Use Policy and may entitle STC, depending on the severity and circumstances, to suspend or terminate Services and to pursue any other right or remedy available under this Agreement or at law.
23.4. The Customer shall not, whether on social media, WhatsApp groups, review platforms, public forums, or otherwise in the public domain, publish, circulate, or engage in any knowingly false, malicious, defamatory, abusive, threatening, or unlawfully harmful statement or conduct directed at STC, the STC brand, STC staff, subcontractors, or suppliers.
23.5. The Customer shall not engage in targeted public campaigns, harassment, or abusive public escalation relating to delays, service interruptions, or disputes in a manner that is knowingly false, malicious, defamatory, abusive, threatening, or otherwise unlawful. The Customer is encouraged to use the applicable complaints and escalation routes under this Agreement before resorting to public escalation, save where immediate external reporting is lawfully required.
23.6. For the avoidance of doubt, the Non-Solicitation provision in this Clause 23 shall not prohibit the Customer from making a lawful complaint, reporting a matter to a competent authority, regulator, or court, or asserting its legal rights in good faith.
23.7. Data messages such as email, short text message, WhatsApp message, or other direct message sent directly to STC staff or individual STC resources shall not be deemed to have been validly submitted or received for support, fault reporting, complaint, cancellation, escalation, or service-request purposes unless the specified support, billing, complaints, or escalation platforms and channels under this Agreement are used.
23.8. Non-Solicitation: During the term of this Agreement and for a period of 12 (twelve) months after its termination or expiry, the Customer shall not, directly or indirectly, whether for itself or for any third party, solicit for employment, employ, engage, contract with, entice away, or attempt to entice away any employee, contractor, consultant, or key personnel of STC with whom the Customer had dealings in connection with this Agreement, without STC’s prior written consent.
23.9. For the avoidance of doubt, Clause 23.8 shall not prohibit general recruitment advertising or recruitment processes not specifically targeted at STC personnel.
24. INTELLECTUAL PROPERTY RIGHTS
24.1. The Customer agrees to comply with all laws applicable to any Intellectual Property Rights in respect of any data, files, information, content, software, or other material accessed, retrieved, stored, used, uploaded, downloaded, transmitted, or otherwise dealt with through the Customer’s use of any STC Services or Products.
24.2. The Customer is prohibited from using any STC Marks without the prior written approval of STC.
24.3. Other than as specifically provided in any product-specific or service-specific terms and conditions, STC shall retain all existing Intellectual Property Rights and shall remain the sole and exclusive owner of all Intellectual Property Rights employed in, used by, or otherwise related to STC’s software, systems, network infrastructure, e-commerce infrastructure, business operations, platforms, processes, methodologies, documentation, Services, Products, and any related materials.
25. BREACH
25.1. Should the Customer be in breach of any provision of this Agreement, including any provision of any service-specific or product-specific schedule, STC shall be entitled, without prejudice to any other rights or remedies available to it, to afford the Customer an opportunity to remedy the breach within 10 (ten) Calendar Days from the date of written notice of breach.
25.2. The written notice contemplated in Clause 25.1 may specify the breach complained of and the actions required by the Customer to remedy the breach to the reasonable satisfaction of STC.
25.3. If the Customer fails to remedy the breach within the period specified in Clause 25.1, STC may, without prejudice to any other rights or remedies available to it:
25.3.1. suspend the Customer’s access to the affected Service;
25.3.2. cancel any or all agreements concluded between the Parties; or
25.3.3. claim immediate performance and/or payment of all the Customer’s obligations under this Agreement.
25.4. Should STC suspend, disconnect, or terminate the Customer’s Service, STC may charge the Customer a fee for reconnecting or reactivating the Customer’s Service.
25.5. STC’s rights to formulate and pursue claims for damages against the Customer remain entirely reserved.
25.6. In the event of a data breach involving Customer Data, STC will follow the procedures outlined in Clause 19 to address and mitigate the breach.
26. INDEMNITY AND LIMITATION OF LIABILITY
26.1. Customer Indemnity
The Customer hereby unconditionally and irrevocably indemnifies and agrees to hold STC harmless against all claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses of whatsoever nature, including legal costs on an attorney-and-own-client scale, suffered or incurred by STC or instituted against STC arising from or in connection with, without limitation:
26.1.1. the Customer’s use of any Services, Goods, Equipment, software, platforms, accounts, credentials, or other products or services provided by or through STC;
26.1.2. the Customer’s use of any third-party services, products, software, platforms, licenses, subscriptions, integrations, APIs, or infrastructure integrated with, dependent upon, or used in conjunction with the Services;
26.1.3. the Customer’s use of any password reminder, authentication, login, account recovery, or related access service;
26.1.4. any unavailability of, interruption in, suspension of, degradation of, or downtime affecting any Service; and
26.1.5. any act, omission, negligence, misconduct, misrepresentation, unlawful conduct, infringement, or security incident attributable to the Customer, its personnel, agents, subcontractors, representatives, end users, or any person using the Services by means of the Customer’s account, credentials, systems, or authority.
26.2. Expanded Indemnity Protection
Without limiting Clause 26.1, the Customer hereby unconditionally and irrevocably indemnifies and holds harmless STC, its affiliates, directors, officers, employees, agents, subcontractors, suppliers, licensors, Network Providers, Last Mile Providers, cloud providers, and any other third party involved in the provision, support, facilitation, integration, or delivery of the Services, from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses of whatsoever nature, including legal costs on an attorney-and-own-client scale and all costs of enforcement or recovery, suffered or incurred by STC arising directly or indirectly from, or in connection with:
26.2.1. any act or omission by the Customer, its employees, agents, representatives, contractors, or subcontractors, whether negligent, intentional, wilful, or otherwise, including any failure to comply with any obligation under this Agreement;
26.2.2. any breach by the Customer of any applicable law, regulation, code, or third-party term, including data protection, privacy, intellectual property, and regulatory compliance obligations;
26.2.3. any infringement or alleged infringement by the Customer of any intellectual property rights, proprietary rights, or other rights of any third party, including copyright, trademark, patent, design, or confidential information;
26.2.4. any unauthorised access to, use of, or interference with the Services, systems, data, or accounts by the Customer or any third party using the Customer’s account, credentials, or delegated access;
26.2.5. any data breach, security incident, loss, corruption, unauthorised disclosure, or compromise of data or systems caused by, or attributable to, the Customer, its environment, credentials, users, personnel, contractors, suppliers, approvals, or security controls;
26.2.6. any claim, demand, action, investigation, or proceeding instituted against STC as a result of the Customer’s use of the Services, the Customer’s environment, or any credentials, permissions, devices, users, or approvals attributable to the Customer;
26.2.7. any failure by the Customer to obtain, maintain, or evidence all necessary rights, consents, permissions, licenses, and legal bases required for STC to process, host, transfer, or otherwise deal with any system, software, Service, data, or Personal Information made available by or on behalf of the Customer; and
26.2.8. any costs, charges, or expenses incurred by STC in investigating, defending, settling, or responding to any claim, demand, action, or proceeding falling within the scope of this indemnity, including the costs of professional advisors, regulatory filings, and remediation.
26.3. Continuing Indemnity: This indemnity is absolute, continuing, and in addition to, and not in substitution for, any other indemnity, exclusion, limitation of liability, right, or remedy provided elsewhere in this Agreement. It shall survive termination or expiry of this Agreement for any reason whatsoever and shall apply regardless of whether the claim arises during or after the term of this Agreement.
26.4. Defence and Cooperation: The Customer shall, at its own cost, promptly notify STC of any claim, demand, action, investigation, or proceeding falling within Clause 26 and shall provide STC with all information, documents, assistance, and cooperation reasonably required by STC in relation thereto. STC shall be entitled, in its sole discretion, to assume control of the defence, settlement, compromise, or opposition of any such matter, and the Customer shall not settle or compromise any such matter in any manner that may prejudice STC without STC’s prior written consent.
26.5. Warranty Exclusions: All Services, Goods, Equipment, software, platforms, licenses, subscriptions, portals, accounts, credentials, infrastructure, Professional Services, support activities, third-party services, and related deliverables are provided subject to the warranty exclusions, limitations, disclaimers, indemnities, and risk allocations set out in this Agreement, including Clause 27.
26.6. Public Liability Insurance: STC may maintain public liability insurance to cover certain liabilities. Such insurance is maintained for STC’s benefit and does not extend, increase, amend, or override any exclusion, limitation of liability, indemnity, disclaimer, or risk allocation set out in this Agreement.
26.7. Delivery Dates: STC will use reasonable endeavours to comply with delivery dates requested by the Customer or communicated by STC. The Customer acknowledges that all delivery dates are estimates only and that STC shall have no liability to the Customer or any End User for delays in delivery, installation, activation, provisioning, migration, implementation, or Service Downtime, save to the extent that such liability cannot lawfully be excluded.
26.8. Third-Party Dependency Exclusion
26.8.1. Without limiting Clauses 5.14, 11, 13, and 19, the Customer shall have no claim against STC arising out of or in connection with any Network Services, Last Mile Services, cloud services, hosted services, license services, subscription services, third-party services, or other supplier-dependent services provided, facilitated, procured, integrated, or resold by STC.
26.8.2. The exclusion in Clause 26.8.1 includes any delay, degradation, outage, withdrawal, price increase, non-renewal, migration issue, security event, service failure, suspension, disablement of access, deprovisioning, deletion, non-retention, non-preservation, loss of access, or inability to export, recover, restore, or re-enable data, environments, or digital assets.
26.8.3. Clause 26.8 applies where the relevant outcome is contemplated by this Agreement, arises from responsibilities allocated to the Customer under this Agreement, or is attributable in whole or in part to any third party.
26.8.4. Nothing in Clause 26.8 excludes liability to the limited extent that a claim arises directly from STC’s gross negligence or wilful misconduct and such exclusion is not prohibited by law.
26.9. Interpretation and Survival of Liability Protections
26.9.1. No exclusion, limitation, disclaimer, indemnity, or risk allocation in favour of STC contained in this Agreement shall be construed restrictively.
26.9.2. Any ambiguity shall be interpreted, to the fullest extent permitted by law, to give maximum effect to the limitation, exclusion, disclaimer, indemnity, and risk-allocation provisions in favour of STC.
26.9.3. The exclusions, limitations, disclaimers, indemnities, and risk allocations in favour of STC shall survive termination, cancellation, expiry, suspension, or deactivation of this Agreement or any Service.
26.9.4. Such exclusions, limitations, disclaimers, indemnities, and risk allocations shall continue to apply notwithstanding any partial failure of purpose of any remedy.
26.10. Exclusion of Consequential and Related Losses
26.10.1. Neither Party shall under any circumstances be liable to the other Party for any consequential, indirect, special, punitive, exemplary, or incidental loss or damage of whatsoever nature and howsoever arising, whether in contract, delict, statute, or otherwise, including without limitation any loss of profit, revenue, business, contracts, anticipated savings, production, opportunity, goodwill, reputation, data, use, or business interruption, even if such Party was advised of the possibility of such loss or damage.
26.10.2. Without limiting Clause 26.10.1, the Customer acknowledges and agrees that the use of the Services, Goods, Equipment, software, platforms, portals, accounts, credentials, licenses, subscriptions, systems, environments, and any related third-party or STC-enabled infrastructure provided by or through STC is undertaken at the Customer’s own risk, subject always to this Agreement and applicable law.
26.10.3. To the fullest extent permitted by law, STC shall not be liable for any loss, damage, cost, claim, or liability arising from or in connection with the Customer’s use of, inability to use, reliance upon, or unavailability of any Services, Goods, Equipment, software, platforms, portals, accounts, credentials, licenses, subscriptions, systems, environments, or related infrastructure, save to the extent expressly provided otherwise in this Agreement.
26.10.4. The exclusions and limitations in this Clause 26.10 shall not apply to the extent that liability arises from:
a. any breach by either Party of its confidentiality obligations under this Agreement or any infringement or misappropriation of the other Party’s Intellectual Property Rights;
b. any loss or damage arising from a Party’s gross negligence, wilful misconduct, fraud, or criminal acts;
c. any breach by the Customer of any representation, warranty, undertaking, or obligation under this Agreement; or
d. any indemnity or indemnification obligation of either Party under this Agreement.
26.11. Security of Data Passing Through Networks: STC does not guarantee the security of any data passing through its networks or any third-party network, platform, system, or infrastructure used in connection with the Services. The Customer remains responsible for safeguarding its own data, systems, devices, communications, credentials, and environments, as further set out in Clause 19.
26.12. Enforcement of Acceptable Use Policy: STC’s failure, delay, or election not to enforce the Acceptable Use Policy at any time shall not constitute a waiver of STC’s rights or prejudice STC’s right to take subsequent action in respect of that breach or any other breach.
26.13. Porting Failures: STC shall not be liable for any porting failure, delay, rejection, inability to transfer, or failure to transfer any cellular telephone line, data number, voice number, or related service where such failure or delay is attributable to any mobile network operator, telecommunications provider, third-party supplier, regulatory process, Customer-side issue, incorrect information, or any other factor outside STC’s reasonable control.
26.14. Professional Services and Support Activity Risk
26.14.1. The Customer acknowledges that any Professional Services, technical support, remediation, troubleshooting, onboarding, configuration, migration, setup, installation, patching, monitoring, maintenance, update deployment, data handling, account provisioning, user provisioning, software implementation, system change, advisory input, or other support activity performed by or on behalf of STC is undertaken at the Customer’s request and risk, subject always to this Agreement.
26.14.2. The Customer acknowledges that such activities may involve operational, technical, compatibility, stability, dependency, interoperability, security, data integrity, performance, service interruption, downtime, and other risks, including unintended consequences affecting third-party applications, integrations, devices, software, systems, environments, or Services.
26.14.3. STC shall use reasonable endeavours, consistent with Good Industry Practice, to perform such activities with due care and to minimise avoidable disruption.
26.14.4. STC does not warrant, guarantee, or assure that any such activity will be error-free, interruption-free, or without adverse consequence.
26.14.5. To the fullest extent permitted by law, STC shall not be liable for any loss, damage, cost, claim, or liability arising from or in connection with such activities, including data loss, corruption, interruption, instability, incompatibility, failed update, failed patch, degraded performance, configuration issue, or downstream application impact, save to the extent expressly provided otherwise in this Agreement.
26.15. Customer Backup and Change Readiness: The Customer is solely responsible, before the commencement of any support or related activity, for ensuring that complete, current, tested, and recoverable backups exist, that rollback and business continuity procedures are in place, and that all required internal approvals, change controls, and outage windows have been obtained. STC shall be entitled to assume that the Customer has fulfilled these obligations in full and shall have no duty to verify same.
26.16. Professional Services Liability Cap: To the fullest extent permitted by law, STC’s total aggregate liability for any claim arising from or in connection with any Professional Services, technical support, remediation, troubleshooting, onboarding, configuration, migration, setup, installation, patching, monitoring, maintenance, update deployment, data handling, account provisioning, user provisioning, software implementation, system change, advisory input, or other support activity, regardless of the form of the cause of action, shall be limited to the Fees actually paid by the Customer to STC for the specific support activity or support procedure giving rise to the claim.
26.17. Survival and Severability: The provisions of this Clause 26 shall survive termination, cancellation, or expiry of this Agreement for any reason whatsoever. If any part of this Clause 26 is found to be invalid, unlawful, or unenforceable, the remainder of this Clause 26 shall continue to apply to the fullest extent permitted by law.
27. WARRANTIES
27.1. General Warranty Exclusion
27.1.1. To the fullest extent permitted by law, STC, its affiliates, subsidiaries, resellers, distributors, licensors, vendors, suppliers, Network Providers, Last Mile Providers, and subcontractors make no express or implied representation, warranty, guarantee, undertaking, or condition of any kind in respect of the Services, Goods, Equipment, software, platforms, licenses, subscriptions, portals, accounts, credentials, infrastructure, Professional Services, support activities, third-party services, or any related deliverables, whether arising in contract, delict, statute, common law, usage, trade practice, or otherwise.
27.1.2. Without limiting the above, all Services, Goods, Equipment, software, platforms, licenses, subscriptions, portals, accounts, credentials, infrastructure, Professional Services, support activities, third-party services, and related deliverables are provided on an “as is”, “as available”, “with all faults”, and best-effort basis. The Customer bears the entire risk of their selection, use, deployment, performance, operation, integration, compatibility, and results.
27.1.3. STC disclaims all warranties, guarantees, representations, undertakings, and conditions, whether express, implied, statutory, or otherwise, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, title, quiet enjoyment, non-infringement, compatibility, interoperability, availability, accuracy, completeness, timeliness, reliability, security, performance, or error-free operation.
27.2. No Guarantee of Continuous or Secure Operation
27.2.1. STC does not warrant or guarantee that the Services, Goods, Equipment, software, platforms, licenses, subscriptions, portals, accounts, credentials, infrastructure, Professional Services, support activities, third-party services, or any related deliverables will be uninterrupted, continuously available, secure, reliable, fault-free, defect-free, virus-free, malware-free, error-free, latency-free, or free from vulnerability, compromise, incompatibility, downtime, degradation, delay, interruption, data loss, corruption, interception, unauthorised access, or other adverse consequence.
27.2.2. STC does not warrant or guarantee that any connection to, or transmission across, any network, internet connection, telecommunications system, cloud environment, hosted environment, supplier environment, or third-party environment will be available, successful, continuous, stable, or secure.
27.3. Inherent Technology Risk
27.3.1. The Customer acknowledges and agrees that computer systems, telecommunications systems, cloud environments, hosted environments, software, integrations, APIs, hardware, devices, networks, internet connectivity, and related digital Services are inherently not fault-free and are subject to downtime, delay, limitation, degradation, incompatibility, human error, cyber risk, third-party dependency failure, and other operational and technical risk.
27.3.2. The Customer further acknowledges that the selection, suitability, compatibility, legal appropriateness, and fitness-for-purpose of the relevant Services, Goods, Equipment, software, platforms, licenses, subscriptions, configurations, and related deliverables remain the Customer’s sole responsibility, subject always to this Agreement.
27.3.3. AI-Generated Output and Third-Party Content: Without limiting this Clause 27, any AI-generated, AI-assisted, machine-generated, automated, recommended, summarised, analysed, drafted, or similar output, and any Third Party Content, is subject to the exclusions, limitations, Customer review obligations, warranty exclusions, and risk allocations set out in Clause 19, the definition of Third Party Content, and this Clause 27. Any use of or reliance upon such output or content is at the Customer’s sole risk.
27.4. Customer Warranty
27.4.1. The Customer warrants on a continuing basis that all information, data, documents, instructions, approvals, consents, configurations, access credentials, licenses, and authorisations provided to STC are complete, accurate, current, lawful, and provided by a person duly authorised to bind the Customer.
27.4.2. The Customer further warrants that it has and shall maintain all necessary rights, consents, permissions, licenses, and legal bases required for STC to access, process, host, transfer, migrate, modify, support, or otherwise deal with any system, software, Service, data, or Personal Information made available by or on behalf of the Customer.
27.4.3. The Customer shall immediately notify STC of any change to such information, authority, consent, permission, license, or legal basis.
27.5. Mandatory Law and Read Down
27.5.1. Nothing in this Clause 27 shall be interpreted as excluding, limiting, or restricting any right or remedy that may not lawfully be excluded or limited under applicable law.
27.5.2. Any provision of this Clause 27 shall be read down only to the minimum extent required to render it enforceable.
27.5.3. If any part of this Clause 27 is found to be invalid, unlawful, or unenforceable, the remainder of this Clause 27 shall continue to apply to the fullest extent permitted by law.
28. CERTIFICATE OF INDEBTEDNESS
28.1. The amount due and payable by the Customer to STC under any agreement between the Parties at any time shall be determined and proved by a certificate signed by any director or authorised representative of STC, whose appointment, qualification, and authority need not be proved.
28.2. Such certificate shall constitute prima facie proof of the amount due and payable by the Customer to STC and may be used for purposes of obtaining summary judgment, provisional sentence, default judgment, or any other judgment, order, or relief available to STC in law.
28.3. Nothing in this Clause 28 prevents the Customer from raising a bona fide billing dispute in accordance with the Billing Complaints Handling Procedure under Clause 15, provided that the Customer remains bound by its payment obligations pending the outcome of such dispute, as set out in this Agreement.
29. CESSION AND DELEGATION
29.1. The Customer may not sell, cede, assign, delegate, alienate, dispose of, or otherwise transfer any of its rights or obligations under this Agreement without the prior written approval of STC.
29.2. STC shall be entitled to sell, cede, assign, delegate, alienate, dispose of, or transfer any or all of its rights and obligations under this Agreement to any affiliate or third party without the Customer’s consent and without prior notice to the Customer.
30. JURISDICTION
30.1. Notwithstanding Clause 15, the Customer consents to the jurisdiction of the Magistrate’s Court of the Republic of South Africa in respect of any proceedings which may be instituted by STC arising out of or in connection with this Agreement.
30.2. STC shall nevertheless be entitled, in its sole discretion, to institute proceedings in the High Court of South Africa or any other court of competent jurisdiction, and the Customer consents to the jurisdiction of such court.
30.3. The Parties agree that the jurisdiction of the Small Claims Court is expressly excluded to the extent permitted by law.
30.4. Nothing in this Clause 30 limits STC’s right to approach any court of competent jurisdiction where permitted under this Agreement or applicable law, including where urgent relief, interim relief, debt recovery, enforcement, or other legal relief is required.
31. AMENDMENT OF THIS AGREEMENT
31.1. STC reserves the right to amend this Agreement from time to time. Any updated version of this Agreement will be displayed on the STC Website together with the date on which it will become effective, which will not be less than 30 (thirty) days after the date on which it is first published.
31.2. The Customer is responsible for visiting the STC Website on a regular basis to determine whether any amendments have been made. STC will use reasonable efforts to notify the Customer of amendments electronically, but the Customer accepts that delivery by email or other electronic means is not guaranteed.
31.3. If a Last Mile Provider, Network Provider, supplier, licensor, distributor, registry, cloud provider, or other upstream third party introduces a new price, condition, requirement, or term of service, STC reserves the right to pass such change on to the Customer. The applicable upstream provider’s standard terms and conditions may also apply to the relevant Services and may change from time to time.
31.4. The Customer acknowledges that STC may need to amend this Agreement from time to time due to changes in law, regulation, supplier requirements, technology, operational requirements, commercial requirements, or the environment in which STC operates.
31.5. Subject always to any rights the Customer may have under applicable law or this Agreement, STC may amend this Agreement and modify or discontinue any function, component, or feature of the Services. Any continued use of the Services by the Customer after such amendment has been implemented and notified to the Customer in writing shall be deemed acceptance of such amendment.
32. GENERAL
32.1. Survival of Rights and Obligations
32.1.1. Termination, cancellation, expiry, suspension, migration, deactivation, or withdrawal of any Service, Customer Order, or this Agreement shall not affect any provision which expressly, or by its nature, is intended to survive such event, whether or not specifically stated to survive.
32.1.2. Without limiting Clause 32.1.1, the following shall survive termination, cancellation, expiry, suspension, migration, deactivation, or withdrawal of this Agreement, any Service, or any Customer Order:
a. all Fees, Charges, Other Amounts, penalties, interest, legal costs, and other accrued payment obligations;
b. all rights of recovery in respect of remaining committed charges, Abortive Costs, buy-out charges, unrecovered setup, installation, onboarding, project, and provisioning costs;
c. all indemnities, exclusions, limitations of liability, disclaimers, risk allocations, and assumptions of risk in favour of STC;
d. all provisions relating to Confidential Information, Intellectual Property, data retention, data extraction, data deletion, privacy, security, and audit or investigation rights;
e. all obligations relating to Equipment return, recovery, replacement, repossession, access, and removal;
f. all provisions relating to breach, dispute resolution, arbitration, jurisdiction, governing law, certificate of indebtedness, debt recovery, cession and delegation, non-solicitation, and any other right or remedy accrued prior to termination; and
g. any other provision required to give effect to the Parties’ rights and obligations arising before or after termination, cancellation, expiry, suspension, migration, deactivation, or withdrawal.
32.1.3. No termination, cancellation, expiry, suspension, migration, withdrawal, or deactivation shall prejudice any right or remedy of STC arising before such event or in respect of any antecedent breach, indebtedness, conduct, omission, or circumstance.
32.2. Entire Agreement
32.2.1. The Parties acknowledge and agree that this Agreement constitutes the whole agreement between them and that no other agreements, guarantees, undertakings, representations, or arrangements, whether verbal or in writing, relating to the subject matter of this Agreement and not incorporated in this Agreement shall be binding on the Parties, unless recorded in writing and signed by both Parties.
32.2.2. This Agreement supersedes all previous representations, agreements, understandings, arrangements, and negotiations relating to that subject matter.
32.3. No Reliance and Non-Variation
32.3.1. The Customer acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, undertaking, promise, forecast, statement, opinion, quotation assumption, proposal narrative, pre-contract discussion, or advice not expressly recorded in this Agreement or in a written document signed by a duly authorised representative of STC.
32.3.2. No amendment, consensual cancellation, waiver, relaxation, extension, or variation of this Agreement shall be of any force or effect unless reduced to writing and signed by a duly authorised representative of STC.
32.3.3. No click-wrap process, portal onboarding step, purchase order, email exchange, verbal discussion, implementation conduct, or course of dealing shall amend or override this Agreement unless STC expressly records such amendment in signed writing.
32.3.4. The Customer waives any claim based on any alleged representation, warranty, undertaking, promise, forecast, statement, opinion, quotation assumption, proposal narrative, pre-contract discussion, advice, amendment, waiver, relaxation, extension, variation, or other undertaking not recorded as contemplated in this Clause 32.3, save in the case of fraud.
32.4. Contact Information: In terms of Section 43 of the ECT Act, STC is required to make its contact details, domicilium citandi et executandi, and certain other information available to Customers who enter into electronic transactions with STC. This information is recorded in Clause 3 and, in respect of notices and domicilium details, in Clause 32.2.
32.5. Notices
32.5.1. Any notice, demand, consent, approval, invoice, statement, reminder, breach notice, renewal communication, amendment notice, service update, outage notification, or other communication given by STC under this Agreement may validly be given:
a. by email to the Customer’s last known email address;
b. by delivery to the Customer’s chosen domicilium citandi et executandi; or
c. by any electronic means customarily used by STC in the ordinary course of its business.
32.5.2. Any communication contemplated in Clause 32.5.1 shall be deemed to have been received by the Customer on the date of transmission if sent before 17h00 on a Business Day, or on the next Business Day if sent after 17h00 or on a day that is not a Business Day.
32.5.3. The deemed receipt provisions in Clause 32.5.2 shall apply notwithstanding any non-delivery report, spam filtering, mailbox limitation, forwarding failure, personnel change, unattended mailbox, outdated contact information, or failure by the Customer to update its contact details, save to the extent that such deemed receipt is prohibited by applicable law.
32.6. Non-Waiver and Indulgence: No relaxation, indulgence, extension of time, latitude, delay, waiver, or failure by STC to enforce any provision of this Agreement at any time shall constitute a waiver of any right, operate as an estoppel, create any obligation to grant the same or similar indulgence again, or prejudice STC’s right thereafter to insist upon strict and punctual compliance with every provision of this Agreement
32.7. Electronic Access: All STC terms and conditions may be accessed, stored, and reproduced electronically by the Customer.
32.8. Non-Solicitation: The Customer may not directly or indirectly solicit for employment, employ, engage, contract with, entice away, or attempt to entice away STC personnel, except as permitted under this Agreement. The non-solicitation provisions are set out in Clauses 23.8 and 23.9.
32.9. Assignment, Novation and Subcontracting
32.9.1. STC may cede, assign, transfer, delegate, subcontract, outsource, or novate all or any of its rights or obligations under this Agreement to any affiliate, successor-in-title, purchaser of all or part of its business, supplier, contractor, service provider, Network Provider, Last Mile Provider, cloud provider, licensor, distributor, or any other third party, without the Customer’s consent and without prior notice.
32.9.2. Any such cession, assignment, transfer, delegation, subcontracting, outsourcing, or novation shall not release the Customer from any accrued, existing, or continuing obligation owed to STC.
32.9.3. Where STC uses subcontractors, suppliers, or third-party service providers in performing the Services, STC shall remain responsible only for those obligations expressly assumed by STC under this Agreement, subject always to the exclusions, limitations, disclaimers, indemnities, third-party dependency provisions, and risk allocations set out in this Agreement.
32.9.4. To the extent permitted by law and subject to this Agreement, the Customer acknowledges that the acts, defaults, omissions, delays, outages, failures, limitations, or dependencies of subcontractors, suppliers, and third-party service providers may be subject to the exclusions, limitations, disclaimers, indemnities, and risk allocations set out in this Agreement.
32.9.5. STC shall take reasonable steps to ensure that any subcontractor engaged by STC in the performance of the Services complies with the applicable obligations under this Agreement to the extent relevant to the subcontracted Services.
32.10. Order of Precedence and Exclusion of Customer Terms
32.10.1. In the event of any conflict, inconsistency, or ambiguity between documents, the following order of precedence shall apply:
a. the signed Customer Order, Quote, or Service Schedule issued or accepted by STC in respect of the relevant Service;
b. any service-specific schedule expressly issued by STC; and
c. these Standard Terms and Conditions.
32.10.2. Any purchase order, procurement portal term, vendor-onboarding term, trading term, policy, standard term, or other document issued, submitted, or relied upon by the Customer shall be of no force or effect and shall not amend, override, supplement, or derogate from this Agreement.
32.10.3. Clause 32.10.2 shall not apply where such Customer term has been expressly accepted by STC in writing and signed by a duly authorised representative of STC.
32.11. Waiver: A provision of this Agreement, or any right created under this Agreement, may not be waived or varied except in writing and signed by the Party or Parties to be bound.
32.12. Severability: If any provision of this Agreement is held to be invalid, unlawful, unenforceable, or illegal for any reason, the whole or the affected part of that provision, as the case may be, shall be severed to the extent necessary, and the remainder of this Agreement shall continue to have full force and effect, provided that such severance does not materially alter the nature of this Agreement between the Customer and STC.
32.13. Mandatory Law and Non-Excludable Rights
32.13.1. Nothing in this Agreement shall exclude, restrict, waive, limit, or purport to exclude, restrict, waive, or limit any right, remedy, protection, obligation, duty, or liability which cannot lawfully be excluded, restricted, waived, or limited under any applicable law, including, where applicable, the Consumer Protection Act, 2008, the Electronic Communications and Transactions Act, 2002, the Protection of Personal Information Act, 2013, and any other applicable law.
32.13.2. To the extent that any provision of this Agreement is found to be unlawful, void, unenforceable, unfair, unreasonable, or contrary to any mandatory provision of law, such provision shall be deemed to be severed or read down only to the minimum extent necessary to render it lawful and enforceable.
32.13.3. The remainder of this Agreement shall continue in full force and effect.
32.13.4. Without limiting the above, every exclusion, limitation of liability, indemnity, disclaimer, suspension right, termination right, charge, fee, penalty, unilateral amendment right, or other risk-allocation provision contained in this Agreement shall be interpreted and enforced only to the maximum extent permitted by applicable law.
32.14. Further Acts: Each Party must promptly do all further acts and execute and deliver all further documents, in form and content reasonably satisfactory to that Party, which are required by law, necessary to give effect to this Agreement, or reasonably requested by the other Party to give effect to this Agreement.
32.15. Cumulative Rights: The rights, powers, and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, or remedies provided by law independently of this Agreement.
32.16. Domicilium and Notices
32.16.1. The Parties select as their respective domicilium citandi et executandi, and for the purposes of giving or sending any notice or communication provided for or required under this Agreement, the physical addresses and email addresses set out in this Clause 32.16.
32.16.2. For STC, the physical address and email address where STC will receive service of legal process documents and formal notices are:
a. Physical Address:
Block 10
Townsend Office Park
No. 01 Townsend Road
Bedfordview, Johannesburg
South Africa, 2008
b. Attention: Managing Director
c. Email Address: legal@smartonline.co.za
32.16.3. For the Customer, the physical, residential, business, and email addresses specified in the Application Form, Customer Order, supporting Sales Order, or any other onboarding documentation accepted by STC shall constitute the Customer’s chosen domicilium and notice details.
32.16.4. The Customer must notify STC in writing of any change to any one or more of its domicilium, physical address, residential address, business address, email address, billing contact, authorised representative, or notice details within 7 (seven) days of such change taking effect.
32.16.5. STC may change its domicilium address by written notice to the Customer, provided that any such change shall become effective on the 7th (seventh) day after the giving of such notice.
32.16.6. Any notice required or permitted to be given under this Agreement shall be given in writing and may be delivered by hand to the physical domicilium address of the relevant Party or sent by email to the chosen email address of the relevant Party.
32.16.7. Notwithstanding anything to the contrary in this Clause 32.16, a written notice or communication actually received by a Party shall constitute adequate written notice or communication to that Party, notwithstanding that the notice was not sent to or delivered at that Party’s chosen domicilium or email address.