TERMS & CONDITIONS
Level 7 Wireless reserves the right to terminate this service without notice should the user be found to have breached any of these terms.
1. Definitions and Interpretation
1.1. In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings:
1.1.1. “AFSA” means the Arbitration Foundation of Southern Africa;
1.1.2. “Agreement” means this Master Services agreement, including all Annexures hereto, and any Service Confirmation Schedule executed pursuant to the terms of this Agreement;
1.1.3. “Customer” means the end user subscribing to any Level-7 Wireless service or product;
1.1.4. “Charges” shall mean all charges and/or fees payable by the Customer to Level-7 Wireless for the Services;
1.1.5. “Confidential Information” means any information or data which by its nature or content is identifiable as confidential and/or proprietary to a Party and/or any third party, or which is provided or disclosed in confidence;
1.1.6. “Customer Equipment” means customer premises equipment (modems, routes etc), or any networks or network equipment not owned or controlled by Level-7 Wireless;
1.1.7. “Documentation” means the documentation supplied by Level-7 Wireless to the Customer;
1.1.8. “Effective date” means the date of signature on which the Customer agrees to the these terms and conditions;
1.1.9. “ECA” means the Electronic Communications Act 36 of 2006, as amended from time to time;
1.1.10. “Customer Premises” shall mean the location or locations occupied by the Customer to which the Services are delivered as specified in the SCS;
1.1.11. “Facilities” shall mean any property owned, licensed or leased by Level-7 Wireless, including points of presence (“POP”), but does not include Customer Equipment, and used to deliver the Services;
1.1.12. “Force Majeure Event” means any circumstances beyond the Parties’ reasonable control including, without limitation, war, national emergency, civil disturbance, theft, fire, flood, explosion, natural disaster, unusually severe weather conditions, prohibitive legislation or regulations and failure of power or utility supplies (including electronic communications);
1.1.13. “Intellectual Property” means any know-how (not in the public domain), invention (whether or not patented), design, trademark, or copyright material (whether or not registered), goodwill, processes, process methodology and all other identical or similar intellectual property as may exist anywhere in the world and any applications for registration of such intellectual property, which specifically includes all copyright, design rights and any other proprietary rights in and to any business plans and proposals, business processes and functional and technical specifications and any related material;
1.1.14. “MRC” means monthly recurring cost as set out in the applicable Order Form;
1.1.15. “Level-7 Wireless” means Level-7 Wireless (Proprietary) Limited, a company duly registered under the company laws of the Republic of the South Africa with registration number 2013/001645/07 and having its principal place of business at Unit 23, Miracle Retail Park, 46 Old Johannesburg Road, Gauteng;
1.1.16. “Level-7 Wireless Equipment” means any Level-7 Wireless equipment or products, including any Facilities, or any other equipment or products which are supplied to the Customer by Level-7 Wireless (for use in conjunction with the Services);
1.1.17. “Service Confirmation Schedule or SCS” means that the request for services submitted by a Level-7 Wireless has been duly accepted by the customer;
1.1.18. “Service request Form” shall mean a request for the Services submitted by Customer to Level-7 Wireless in a form prescribed by Level-7 Wireless;
1.1.19. “Party” means either of the signatories to this Agreement and “Parties” means both of them collectively and shall be deemed to mean and include their respective successors and permitted assigns;
1.1.20. “Prime Rate” means the prime rate published by Level-7 Wireless’s principle bankers, as certified by any representative of that bank whose appointment and designation it will not be necessary to prove;
1.1.21. “Services” means the services provided by Level-7 Wireless to the Customer as more fully described in the Service Confirmation Schedule, including the provision of Level-7 Wireless Equipment and Facilities;
1.1.22. “Service Activation Date” means the service activation date set forth in the Service Confirmation Schedule or the date that the Services actually commence, whichever is the earlier;
1.1.23. “Service Confirmation Schedule or SCS” means a schedule signed by both Parties in confirmation that the service ordered has been implemented and completed and the necessary tests have been executed, and the customer accepts this as the formal handover document;
1.1.24. “Service Levels” means the specific performance levels applicable to the provision of the Services;
1.1.25. “Service Term” means the time period, including periods of renewal, specified in each Service Confirmation Schedule during which the Services specified therein are to be provided;
1.1.26. “Territory” means Republic of South Africa;
1.1.27. “VAT” means value-added tax, chargeable under the VAT Act of 1991.
1.1.28. “Degradation” means the presence of anomalies or defects in the absence of a fault.
1.1.29. “Degraded Service” means the presence of anomalies or defects that cause a degradation in QoS, but do not result in total failure of the service.
1.1.30. “Incident” means a fault that directly affects the Service levels by substantially or completely reducing them. This excludes any faulty Customer equipment.
1.1.31. ‘MTTRs’ (Mean Time to Respond) means the average time from when the ticket is logged with the LEVEL-7 WIRELESS NOC to the time a LEVEL-7 WIRELESS Support Representative attends to the incident or trouble ticket.
1.1.32. “MTRS” (Mean Time to Restore Service) means average time from the first detection or reporting of service interruption to LEVEL-7 WIRELESS NOC by the Customer until the time when the service is restored.
1.1.33. “Network Unavailability” means the time where the service is unavailable or degraded to such an extent that it is unusable, measured from the first detection or reporting of service interruption to LEVEL-7 WIRELESS NOC by the Customer until the time when the service is restored and excluding any service interruption outside of LEVEL-7 WIRELESS’s contracted services supplied to the Reseller. Network Unavailability will not include Scheduled Maintenance/Emergency Maintenance or any unavailability resulting from (a) any local loop provider, (b) Reseller’s applications, equipment or facilities, (c) acts or omissions of Customer or any use of the service authorised by Reseller, (d) reasons of Force Majeure, or (e) power loss and/or interruptions at the Customer Premises.
1.1.34. “NNI” means Network to Network Interface between distinct MEN operated by one or more carriers.
1.1.35. “Off-Net Services” means those Services provided at any Customer or End User premises that are not on LEVEL-7 WIRELESS’s electronic communications network and where an infrastructure build will be required to connect the Customer and/or End User to LEVEL-7 WIRELESS’s electronic communications network.
1.1.36. “On-Net Services” means those Services provided at Customer or End User premises that are on LEVEL-7 WIRELESS’s electronic communications network.
1.1.37. “QoS” means quality of service
1.1.38. “SLA” means service level agreement.
1.1.39. “UNI” means the physical interface or port that is the demarcation between the Customer and the service provider (LEVEL-7 WIRELESS)
1.1.40. “Uptime” means total number of available minutes in a calendar month.
1.1.41. “AUP” means an Acceptable Use Policy;
1.1.42. “Broadband access service” means the wireless broadband access service provided by Level-7 Wireless to the user using Fibre, WIFI, WiMAX or other relevant technologies;
1.2. In this Agreement:
1.2.1. headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;
1.2.2. a natural person includes a juristic person and vice versa; 1.2.3. the singular includes the plural and vice versa; and
1.2.4. a Party includes a reference to that Party’s successors in title and assigns allowed at law.
1.3. Any reference in this Agreement to:
1.3.1. “Business hours” shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time;
1.3.2. “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;
1.3.3. “person” means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality; and
1.3.4. “writing” means legible writing and in English and excludes any form of electronic communication contemplated in the Electronic Communications and Transactions Act, No 25 of 2002.
1.4. The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.
1.5. Terms, other than those defined in this agreement, will be given their plain English meaning, and those acronyms and phrases known in the information technology and telecommunications industries will be interpreted in accordance with their general accepted meanings.
1.6. Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.
1.7. The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.
1.8. No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a Party to this Agreement.
1.9 “CPE” means Customer Premises Equipment means radio antenna, masts, brackets, cabling, indoor wireless routers and associated equipment installed the customers premises to allow access to the Level-7 Wireless network