Terms & Conditions
VALOSTAR 139 PTY LTD T/A VTN COMMUNICATIONS
1.1. In this agreement unless clearly inconsistent with or otherwise indicated by the context –
1.1.1. “VTN Communications” means VALOSTAR 139 (PTY) Ltd T/A VTN Communications (Registration Number 2014/012864/07)
1.1.2. “service activation” means the date on which the first call detail record is recorded;
1.1.3. “charges” means all charges payable by the Customer to VTN Communications as set out in the Subscriber Agreement;
1.1.4. “customer” means the customer as set out in the subscriber agreement;
1.1.5. “equipment” means any customer premise equipment supplied, installed owned & maintained by VTN Communications to deliver the service;
1.1.6. “subscriber agreement” means the Agreement concluded between VTN and the Customer in respect of the services rendered to which these terms and conditions shall apply;
1.1.7. “prime rate” means the prime overdraft rate of ABSA Limited from time to time. A certificate signed by a manager of any branch of ABSA Bank Limited shall constitute prima facie proof of such rate;
1.1.8. “services” means the services defined in the Subscriber Agreement and provided by VTN Communications to the customer by means of the VTN Communications Network;
1.1.9. “VTN Communications Network” means the telecommunication Network to which the customer will connect for the provision of the services;
1.1.10. “voice paths” the amount of simultaneous calls that can be made;
1.1.11. “bandwidth” the medium used to transmit the VOIP calls from the equipment to the VTN Communications Network, the mediums may include ADSL, Diginet, SAIX Plus, Fibre or wireless
1.2. any reference to the singular includes the plural and vice versa;
1.3. any reference to natural persons includes legal persons and vice versa;
1.4. any reference to a gender includes the other genders
1.5. The clause headings in this Subscriber agreement have been inserted for convenience only and shall not be taken into account in its interpretation
1.6. Words and expressions defined in any sub-clause shall, for the purposes of the clause of which that sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-clause
1.7. This Subscriber Agreement shall be governed by and construed and interpreted in accordance with the laws of the Republic of South Africa.
The customer hereby appoints VTN Communications to provide the services to it for the duration of this Subscriber Agreement. The parties agree that this appointment shall be on an exclusive basis such that the customer shall only be entitled to obtain the services from VTN Communications and no third party for the duration of this Subscriber Agreement.
3. USE OF THE EQUIPMENT
3.1. If required VTN Communications shall provide and install equipment at the premises of the customer (“equipment”) required for the purpose of accessing the services, which shall be charged for on a monthly basis more clearly defined in clause 3.11 and 3.12 hereinunder.
3.2. The Customer shall provide the necessary space, electricity supply and environmental conditions required for the equipment.
3.3. Ownership in and to the equipment shall remain vested in VTN Communications or its network operator and the customer shall be obliged to return the equipment in the same working order as delivered upon termination of this Agreement.
3.4. All risk in and responsibility for the equipment shall pass to the Customer on delivery of the equipment.
3.5. The Customer shall permit VTN Communications to enter onto its premises to inspect the equipment or perform any other lawful function in the bona fide interest of VTN Communications in respect of the equipment, or to carry out any necessary repairs, replacement of equipment or other maintenance work, in respect of the equipment.
3.6. The Customer shall at all times keep the equipment in its possession and control at the Customer Premises and shall not be entitled to give up possession of the equipment, in whole or in part, to any third party or remove and / or re-install the equipment at a different location.
3.7. The Customer shall in writing advise its landlord of VTN Communications’ ownership of the equipment and make sure the relevant landlord waiver is signed and submitted to VTN Communications within seven(7) days from signature of this Subscriber Agreement.
3.8. If the equipment is repossessed by the landlord for any reason and the landlord waiver has not been received by VTN Communications, the Customer shall be liable for the cost of the equipment.
3.9. Unless expressly authorised by VTN Communications, the Customer and any 3rd party may not make any alteration or modification to the equipment, including the software incorporated in the equipment.
3.10. If the equipment is lost, stolen or damaged, the Customer shall remain liable for the replacement and re-installation thereof.
3.11. The cost of the equipment will be charged to the Customer as a monthly rental which will be calculated as total cost price / 36.
3.12. The customer will remain liable for the monthly rental for a minimum period of 36 months regardless of the airtime contractual obligation stipulated in the Subscriber Agreement.
3.12.1. Equipment rentals will increase by 15% (Fifteen percent) annually on the anniversary of the Subscriber Agreement.
3.13. In the case where VTN Communications does not supply the equipment –
3.13.1. VTN Communications cannot provide any service level agreement to the customer for the services
3.13.2. The customer is still liable for any and all calls made from the VTN Communications SIP Accounts provided.
4. USE OF BANDWIDTH
4.1. If required VTN Communications shall apply for and arrange installation of bandwidth required for the purpose of accessing the services.
4.2. The Customer shall provide at his/her cost the necessary space, electricity supply and environmental conditions required for the bandwidth.
4.3. Bandwidth supplied by VTN Communications is supplied through their agreements with the various bandwidth suppliers.
4.4. The Customer shall permit VTN Communications to enter its premises to inspect the bandwidth or perform any other lawful function in the bona fide interest of VTN Communications in respect of the bandwidth, or to carry out any necessary repairs, replacement of bandwidth or other maintenance work, in respect of the bandwidth.
4.5. Unless expressly authorised by VTN Communications, the Customer and any 3rd party may not make use of the bandwidth for any other use than to connect to the VTN Communications Network to access the services.
4.6. The cost of the bandwidth will be charged to the customer as a monthly rental which will be calculated as true cost from the relevant supplier.
4.7. The customer will remain liable for the monthly rental for a minimum of 36 months regardless of the airtime contractual obligation stipulated in the Subscriber Agreement.
4.8. In the case where VTN Communications does not supply the bandwidth–
4.8.1. VTN Communications cannot provide any service level agreement to the customer for the services.
4.8.2. The customer shall be liable for any and all calls made from the VTN Communications SIP Accounts provided.
VTN Communications shall use its best endeavours to provide the customer with access to the services and maintain such access in accordance with the provisions of the Subscriber Agreement. VTN Communications shall not be responsible for any consequential damages as a result of any delay in the connection of the services, including inter alia any damages suffered or any expenses incurred by the customer.
6. FIRST RIGHT OF REFUSAL
6.1. The Customer agrees to provide VTN Communications with the first right of refusal if another service provider is able to deliver a more cost-effective solution than the one supplied by VTN Communications.
6.2. If VTN Communications is able to provide a greater cost savings to the customer compared to an alternative service provider, then the customer agrees to remain bound to the terms set out in clause 7. Notwithstanding the above, the provisions of clause 7 shall still apply.
7.1. This Subscriber Agreement shall commence on the date of service activation and shall endure for a period of 36 months.
7.2. All equipment and bandwidth charges shall carry a minimum of 36 months as further defined in clause 3, 4, and 15
8. TEMPORARY SUSPENSION
8.1. VTN Communications shall be entitled to temporarily suspend the services-
8.1.1. during any technical failure, modification or maintenance of the VTN Communications Network; or
8.1.2. should the customer fail to make payment on time for the services as per their monthly invoice;
8.1.3. should the customer fail to comply with any of the terms and conditions of this Subscriber Agreement.
8.2. Notwithstanding any suspension of the provision of the services in terms of the provisions of clause 8.1 the customer shall remain liable to VTN Communications of all amounts charged in accordance with the provisions of this agreement
9.1 VTN Communication may terminate this Subscriber Agreement by providing a 60 (sixty) day written notice of termination in the event of:
9.1.1 a material breach of the obligations by the other Party, and which breach of capable of bring remedied, has not been remedied within seven (7) days of written notice; or
9.1.2 the other Party entering liquidation, under administration, sequestration, or an assignment for benefit of creditors or judgment against such Party.
9.2 Should this Subscriber Agreement be terminated prior to the expiry of the initial period or a renewal period for any reason whatsoever, then VTN Communications shall inter alia have the right to claim all fees payable for the balance of the initial period or renewal period, as the case may be, in respect of bandwidth and/or hardware required to provide the services, as well as an amount of R3000.00 (three thousand Rand) per voice channel
10.1. The customer acknowledges that he / she has requested to receive the monthly invoice setting out all charges due and payable by the user to VTN Communications by way of electronic mail.
10.2. VTN Communications shall not be held responsible for any loss or damage suffered by the customer as a result of any unauthorised third-party obtaining access to or utilising the system, equipment, bandwidth or service supplied by VTN Communications.
10.3. In the event of the customer not obtaining the monthly invoice from VTN Communications for any reason in any one month, the onus is in the customer to contact VTN Communications and obtain such invoice and accordingly, in the event of the customer not making payment due to not receiving the invoice, VTN Communications shall be entitled to temporarily suspend the service until such invoice has been paid in full.
10.4. The customer shall be liable to make payment to VTN Communications in accordance with the charges set out in the Subscriber Agreement in respect of the services, monthly in arrears.
10.5. Charges which appear on invoices must be paid by the customer to VTN Communications by no later than the last working day of the month during which the charges are due. Failure to comply will result in immediate suspension of service and listing on the credit bureaux. Such cost of listing with the Credit Bureaux will be for the account of the Customer.
10.6. Any amount due by the customer to VTN Communications, not paid on the due date thereof, shall at the discretion of VTN Communications, bear interest at a rate equal to 3% (three per centum) per annum above the prime interest rate, calculated from the date payment was due until date of actual payment thereof.
10.7. VTN Communications shall be entitled to demand, at any time after the signing of the Subscriber Agreement by the customer, full payment in advance of all charges to be levied by VTN Communications for the balance of the initial period of this agreement, excluding call charges which shall be invoiced monthly in arrears, should VTN Communications have a reasonable suspicion of any fraudulent act having been or about to be committed by the customer in respect of this Subscriber Agreement and the customer failing to rebut such suspicion.
10.8. The customer will not have the right to defer, adjust or withhold any payment due to VTN Communications in terms of or arising out of this Subscriber Agreement.
10.9. All prices quoted in this Subscriber Agreement are exclusive of Value Added Tax (“VAT”) and the Customer shall be obliged to pay VAT on such amounts.
10.10. VTN Communications may vary all or any rates referred to in the Subscriber Agreement as a result of any changes made to the rates by any third party with whom VTN Communications has contracted for the provision of the services, upon 7 (seven) days written notification to the customer.
10.11. All call, installation, hardware and bandwidth charges incurred during a trial period shall be for the customer’s account.
11.1. All VTN Communications onsite and remote maintenance is provided free of charge.
11.2. Any non VTN Communications related Maintenance will be chargeable.
The customer shall upon written request by VTN Communications be required to provide VTN Communications with a guarantee in respect of any services provided to the customer from time to time, in the amount equivalent to the aggregate of 2 (two) month’s billing of services.
13. MINIMUM BILLING FEE
VTN Communications reserve the right to charge a minimum billing fee of R 500per month per voice path at its discretion.
14. CREDIT LIMIT
14.1. VTN Communications will set a credit limit in accordance with the customer’s existing telecommunications spend. This service will automatically email the customer notifications when 80% of credit limit has been used.
14.2. The customer will be required to respond to this communication in writing informing VTN Communications of the preferred credit limit.
14.3. Should the client not respond to this email, VTN Communications shall re-evaluate the call usage and set a credit limit according to the historical usage
15.1. Bandwidth upgrades will be done if the following occur –
15.1.1. There is not sufficient capacity to provide a quality service;
15.1.2. If there are additional voice paths required;
15.1.3. If the type of bandwidth used is not able to provide quality of service;
15.1.4. In the event of an upgrade to Diginet and the customer agrees to pay a once off installation fee of R 2 500;
15.1.5. The upgraded bandwidth will be charged to the customer as a monthly rental at the true cost of the relevant bandwidth;
15.1.6. In the case of an upgrade the existing bandwidth fee will be terminated and be superseded by the upgraded bandwidth charge.
15.2. Equipment upgrades will be done if the following occur –
15.2.1. If the Telkom lines are changed or upgraded by the customer;
15.2.2. If the PBX is upgraded;
15.2.3. If there is additional voice paths required;
15.2.4. If the type of equipment used is not able to provide quality of service;
15.2.5. In the event of equipment upgrades the customer agrees to pay a once off re-installation fee of R 1 650;
15.2.6. The upgraded equipment will be charged to the customer as a monthly rental which will be calculated as total cost price divided by 36;
15.2.7. In the case of an upgrade the customer agrees that the remainder equipment rental will be credited to their account by VTN Communications and the new hardware rental will be charged for a minimum period of 36 months regardless of the airtime contractual obligation stipulated in the Subscriber Agreement.
16.1. VTN Communications shall be entitled to cede and transfer some or all of its rights in terms of this Subscriber Agreement.
17. LIMITATION OF LIABILITY
17.1. Whether or not advised of their possibility, VTN Communications will not be liable whether in contract, delict or otherwise for –
17.1.1. any cost of procurement of substitute goods, technology, services or rights;
17.1.2. loss of profits, contracts or goodwill;
17.1.3. any incidental or consequential damages, losses or expenses;
17.1.4. wasted management or staff time
17.2. VTN Communications shall not be liable for any loss or damage suffered by the customer as a result of interruption in the provision of the services due to any technical problems experienced by the network operators nor shall the customer be entitled to a reduction in the fees payable by the customer to VTN Communications
18.1. The customer hereby indemnifies VTN Communications, its employees, shareholders, agents, contractors and directors and holds VTN Communications, its employees, directors, agents, contractors and shareholders harmless against any loss or damage that the customer may sustain and any claims, costs or expenses of any nature as a result of the provision of or the failure to provide the services.
19.1. In the event that–
19.1.1. the customer fails to make payment to VTN Communications of any amount owing by the customer to VTN Communications in terms of this Subscriber Agreement and fails to make such payment within 7 (seven) days of receipt of written notice to that effect;
19.1.2. The customer in any other manner breaches any of the provisions of this agreement and fails to remedy such breach within 7 (seven) days’ written notice requiring it to do so;
19.1.3. The customer fails to satisfy any judgment granted against it within 30 (thirty) days of such judgment having been granted against it and/or is provisionally or finally liquidated (save for the bona fide purpose of reconstruction or amalgamation) and/or is placed under judicial management or if either party enters into a compromise with any of its creditors;
19.1.4. If any license to operate or use the VTN Communications Network is revoked, terminated or modified for any reason either in whole or in part;
19.1.5. If, for any reason, any network operator ceases to make the VTN Communications Network available to VTN Communications or any third party with whom VTN Communications has contracted in respect of the connection to the VTN Communications Network;
Then VTN Communications shall, without prejudice to any other rights which it may have in law, be entitled to cancel this Subscriber Agreement in terms of clause 9. 19.2. Upon termination of this Subscriber Agreement for any reason whatsoever-
19.2.1. The customer shall return the equipment to VTN Communications;
19.2.2. The customer shall pay all charges outstanding at the time of disconnection, including the balance of the monthly fees or any fee as more fully set out in clause 9.
20. FORCE MAJEURE
If force majeure causes delays in or failure or partial failure of performance by VTN Communications of all or any of its obligations hereunder, this Subscriber Agreement, or as the case may be, the affected portion thereof, shall be suspended for the period during which the force majeure prevails, but if the force majeure affects any material part of the agreement only for a maximum period of 60 (sixty) days, then VTN Communications shall be entitled on 7 (seven) days written notice to cancel this Subscriber Agreement. Written notice of the force majeure specifying the nature and date of commencement thereof shall be dispatched by VTN Communications to the customer as soon as reasonably possible after the commencement thereof Written notice of the cessation of the force majeure shall be given by VTN Communications within 7 (seven) days of such cessation No party shall subsequently be obliged to comply with the obligations suspended during such period VTN Communications shall be entitled, provided that VTN Communications has given notice to the customer to that effect with the written notice of the force majeure as provided above, to extend the period of this Subscriber Agreement by a period equal to the time that this performance is so prevented. For the purpose hereof, force majeure includes acts or omissions of any government, government agency, provincial or local authority or similar authority, any laws or regulations having the force of law, civil strife, riots, insurrection, sabotage, acts of war or public enemy, illegal strikes, interruption of transport, lockouts, inability on the part of either party as a result of the force majeure of the nature contemplated in this clause to obtain any goods from a supplier or contemplated supplier thereof, combination of workmen, rationing of supplies, flood, storm, fire (or without limitation eiusdem generis) any other circumstances beyond the reasonable control of VTN Communications and comprehended in terms of force majeure
21.1. The customer shall not assign or in any manner make over, or purport to assign or make over, this Subscriber Agreement or the customer’s rights or obligations hereunder or any part hereof.
21.2. The customer hereby agrees that VTN Communications shall be entitled, at any time, to cede, assign, transfer, encumber or delegate any of its rights, title, interest or obligations in terms of this agreement to any third party.
22. WHOLE AGREEMENT, NO AMENDMENT
22.1. This Subscriber Agreement constitutes the whole agreement between the parties relating to the subject matter hereof
22.2. No amendment or consensual cancellation of this Subscriber Agreement or any provision or term thereof or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Subscriber Agreement and no settlement of any disputes arising under this Subscriber Agreement and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of this Subscriber Agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this Subscriber Agreement shall be binding unless recorded in a written document signed by the parties Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.
23. VOICE RECORDING
23.1. The customer acknowledges that the voice recording provided by VTN Communications is a value-added feature and will only record calls for 1 month.
23.2. The customer accepts the mandatory monthly charge of R99 for this service.
23.3. The customer indemnifies VTN Communications of any consequential loss due to a recording not being available.
24. DOMICILIUM CITANDI ET EXECUTANDI
24.1. The parties choose as their domicilia citandi et executandi for all purposes under this Subscriber Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses –
24.1.1. The customer as set out in the Subscriber Agreement
24.1.2. VTN Communications at 449 Winifred Yell Street, Garsfontein, Pretoria.
24.2. Any notice or communication required or permitted to be given in terms of this Subscriber Agreement shall be valid and effective only if in writing, but it shall be competent to give notice by telefax or by E-mail where a party has notified the other party of such a telefax number or an E-mail address.
25. ACCESS TO INFORMATION ACT
25.1. The Customer hereby acknowledges and agrees that VTN Communications and or its Cessionary, as the Credit Grantor/s:
25.1.1. perform a credit search on the Customer’s record with one or more of the registered credit bureaus and obtain a bank report when assessing the Customer’s application for credit;
25.1.2. monitor the Customer’s payment behaviour by researching the Customer’s record at one or more of the credit bureaus;
25.1.3. use new information and data obtained from credit bureaus in respect of the Customer’s future credit applications;
25.1.4. record the existence of the Customer’s account with any credit bureau;
25.1.5. record and transmit details of how the Customer has performed and how their account is conducted by the Customer in meeting its obligations on the account;
25.1.6. the Customer acknowledges and agrees that any information regarding its credit worthiness, defaults in payment to the Supplier, and details of how its account with the Supplier is conducted, may be disclosed to any other creditor or potential creditor of the Customer or to one or more credit bureau/s .