1. Parties

This Agreement is concluded between Witronics (Pty) Ltd, Registration No. 2017/048925/07, a private company duly incorporated in accordance with the company laws of the Republic of South Africa (“Witronics”), and the Customer identified in the applicable Service Order, Application Form, Quotation, or Subscriber Agreement.

2. Definitions

Unless the context indicates otherwise, the following terms shall bear the meanings assigned to them below:

3. Interpretation

3.1 This Agreement shall be interpreted in accordance with the laws of the Republic of South Africa, including but not limited to the Electronic Communications Act, the Consumer Protection Act 68 of 2008, the Protection of Personal Information Act 4 of 2013 (“POPIA”), and the Electronic Communications and Transactions Act 25 of 2002.

3.2 References to “days” mean calendar days unless expressly qualified as “Business Days.”

3.3 When any number of days is prescribed, the calculation excludes the first day and includes the last day. If the last day falls on a non-Business Day, the last day shall be the next ensuing Business Day.

3.4 The words “including” or “includes” are not words of limitation and shall be read as “including without limitation.”

3.5 Terms not defined herein shall be given their plain English meaning, and industry-specific terms shall be interpreted according to their generally accepted meaning in the information and communications technology sector.

3.6 In the event of any conflict between the provisions of this Agreement, the Acceptable Use Policy, the Fair Usage Policy, and a Service Order, the documents shall prevail in the following order:

• 3.6.1 These General Terms and Conditions;
• 3.6.2 The Acceptable Use Policy;
• 3.6.3 The Fair Usage Policy;
• 3.6.4 The Service Order.

3.7 Each Service Order constitutes a separate agreement between the Parties, subject to and regulated by these General Terms and Conditions.

4. Service Orders

4.1 Witronics shall not be obliged to supply any Services until a valid Service Order has been concluded. Service Orders may be constituted by any of the following:

• 4.1.1 A signed quotation or service application;
• 4.1.2 An online order or application submitted via the Website;
• 4.1.3 Written acceptance (including email) of a quotation by an authorised representative of the Customer;
• 4.1.4 A subscriber application form submitted to Witronics.

4.2 No terms or conditions included in a Customer’s own purchase order or correspondence that conflict with this Agreement shall be binding on Witronics.

4.3 Any order placed by a Customer constitutes an offer to Witronics to enter into an agreement on the terms set out herein. Witronics’s acceptance of that offer is confirmed by activation of the Services or written confirmation, whichever occurs first.

4.4 The Customer warrants that the authorised representative identified in the Service Order or Application Form has the necessary authority to bind the Customer to this Agreement.

5. Commencement and Duration

5.1 This Agreement commences on the Effective Date and remains in force indefinitely, subject to the remaining provisions of this Agreement.

5.2 Services commence on the Service Commencement Date and continue for the Contract Term specified in the applicable Service Order.

5.3 Upon expiry of the initial Contract Term, Services shall automatically continue on a month-to-month basis unless either Party provides the other with not less than one (1) calendar month’s written notice of termination. Witronics may, by agreement, require up to 90 (ninety) calendar days’ written notice for certain service types as specified in the relevant Service Order.

5.4 Notice of cancellation must be submitted in writing to Witronics’s designated email address or support portal. Verbal cancellations shall not be accepted.

6. Installation

6.1 The Customer shall provide Witronics and its Personnel with lawful access to the Premises, adequate electrical power, and a safe working environment for the purposes of installation, maintenance, and repair.

6.2 Witronics shall use reasonable efforts to complete installation by any estimated date provided. Estimated installation dates are not guaranteed and may be subject to delays caused by Third-Party Contractors, infrastructure availability, or Force Majeure Events.

6.3 If the Customer or any third party assists with or interferes with the installation of any Equipment or Services, Witronics shall not be liable for any damage, loss, or service degradation arising from such assistance or interference.

6.4 Installation Fees are charged as a once-off, non-refundable cost and are payable as specified in the Service Order. Additional work outside the agreed scope of standard installation may be quoted for and charged separately.

6.5 Witronics reserves the right to recover reasonable costs for aborted installations where access to the Premises is denied or the site is found to be unsuitable upon arrival.

7. Equipment Ownership and Risk

7.1 Equipment sold and invoiced to the Customer shall become the Customer’s property only upon receipt by Witronics of full payment for such Equipment.

7.2 Risk in all Equipment shall pass to the Customer upon delivery or installation at the Premises, whichever occurs first.

7.3 Cancellation of Services does not reverse ownership of Equipment to Witronics. The Customer shall not be entitled to a refund for Equipment in the event of cancellation unless a defect warranting return is established.

7.4 The Customer is solely responsible for ensuring that all Equipment at the Premises is adequately insured against loss, damage, or theft at all times.

7.5 Equipment that is rented or leased to the Customer remains the property of Witronics at all times. A fixed annual renewal fee shall apply to rented Equipment as specified in the applicable Service Order, subject to adjustment in accordance with clause 13.

7.6 The Customer must maintain all Equipment in good working condition, protect it from damage, ensure adequate power supply including surge protection and UPS where applicable, and must not tamper with, modify, or permit unauthorised persons to work on the Equipment.

8. Customer Responsibilities

8.1 The Customer shall:

• 8.1.1 Use the Services in accordance with this Agreement, including the Acceptable Use Policy;
• 8.1.2 Protect all account credentials, usernames, and passwords and report any suspected compromise to Witronics immediately in writing;
• 8.1.3 Ensure that all users of the Services at the Premises comply with this Agreement;
• 8.1.4 Maintain adequate and regular data backups — Witronics shall not be liable for loss, corruption, or failure to restore any Customer data;
• 8.1.5 Provide accurate and up-to-date contact and billing information at all times;
• 8.1.6 Comply with all security instructions issued by Witronics from time to time.

8.2 Witronics shall be entitled to rely on instructions given by any person who has access to the Customer’s account credentials as being duly authorised instructions from the Customer, until such time as Witronics receives written notice from the Customer of a security violation.

8.3 The Customer expressly authorises Witronics and its Personnel to remotely access the Customer’s network, hardware, and software to the extent necessary to deliver and support the Services.

9. Wireless Internet Services

9.1 Wireless broadband services are provided on a best-effort basis. Actual speeds and performance may vary and are subject to:

• 9.1.1 Weather conditions, atmospheric interference, and line-of-sight obstructions;
• 9.1.2 Power outages affecting Customer or network infrastructure;
• 9.1.3 Network congestion and fair usage management measures;
• 9.1.4 Third-party infrastructure limitations or failures.

9.2 Witronics makes no warranty regarding minimum speed or uptime for wireless services unless a specific Service Level Agreement has been concluded in writing.

9.3 The Customer acknowledges that wireless services may be temporarily interrupted for maintenance, emergency repair, or network optimisation.

10. Fibre Services

10.1 Where fibre connectivity is provided, the Services may be wholly or partially dependent on the infrastructure of Third-Party Contractors and open-access network providers.

10.2 Service availability, installation timelines, and fault resolution timeframes for fibre services may be subject to the processes and capacity of such Third-Party Contractors.

10.3 Witronics shall use reasonable efforts to manage relationships with Third-Party Contractors to ensure service continuity but shall not be liable for delays or failures caused by such parties.

10.4 The Customer shall provide lawful wayleave access and any consents required for fibre installation. Witronics shall not be liable for delays arising from the Customer’s failure to secure such access or consents.

11. VoIP Services

11.1 VoIP services are dependent on the availability and quality of the Customer’s internet connection and the availability of electrical power at the Premises.

11.2 Witronics does not warrant that VoIP services will be available at all times. The Customer acknowledges that VoIP services are not suitable as the sole means of emergency communication.

11.3 The Customer is strongly advised to maintain an alternative means of emergency communication and shall not hold Witronics liable for any inability to make emergency calls through VoIP services during an outage or failure.

11.4 VoIP services are subject to the fair usage and acceptable use provisions of this Agreement.

12. Fees and Payment

12.1 The Customer shall pay all Charges in South African Rand (ZAR) without deduction, set-off, or withholding for any reason.

12.2 Unless otherwise specified in the Service Order, monthly fees shall be invoiced in advance and are due on or before the 1st day of each month.

12.3 Payment must be received within 5 (five) days of the invoice date. Witronics shall send a payment reminder via email or SMS if payment is not received by the due date. If payment is not received within 48 (forty-eight) hours of the reminder, Witronics reserves the right to suspend Services without further notice.

12.4 The Customer may pay by Electronic Funds Transfer (EFT) or debit order. Where a Customer elects to pay by EFT but fails to pay on time on two or more occasions within any 12-month period, Witronics may require the Customer to sign a debit order authorisation. Failure or refusal by the Customer to sign such authorisation shall entitle Witronics to cancel this Agreement without penalty.

12.5 The Customer shall reimburse Witronics for all reasonable expenses authorised by the Customer and properly incurred by Witronics in fulfilling its obligations, including goods purchased on the Customer’s behalf, travel, and subsistence expenses.

12.6 Services provided on a time-and-materials basis shall be invoiced monthly in arrears and are payable upon receipt of invoice.

12.7 The Customer accepts electronic invoicing by Witronics.

12.8 The Customer may not withhold payment of any amount due to Witronics by reason of any alleged breach by Witronics. Any disputed amounts shall be referred to dispute resolution in accordance with clause 27, and amounts not in dispute must be paid on time.

12.9 Overdue amounts shall bear interest at the prime lending rate of First National Bank Limited from time to time, calculated from the due date to the date of actual payment, both days inclusive, calculated daily and compounded monthly in arrears.

13. Annual Price Adjustments

13.1 Subject to clauses 13.2 and 13.3, the Charges set out in a Service Order shall remain fixed for the duration of the initial Contract Term.

13.2 Witronics may adjust MRC and other recurring Charges upon 30 (thirty) calendar days’ written notice to the Customer to reflect: inflation or CPI increases; increases in costs imposed by Third-Party Contractors or infrastructure providers; regulatory or government-imposed cost increases; or operational cost increases.

13.3 Witronics may review Charges for SIP trunking, VoIP carrier-class, and other voice services from time to time and will provide 30 (thirty) days’ written notice of any adjustments.

13.4 Continued use of the Services after the expiry of the notice period shall constitute acceptance of the revised Charges. If the Customer does not accept the revised Charges, the Customer may cancel the Services by providing notice in accordance with clause 5.

14. Fair Usage Policy

14.1 All Services are subject to Witronics’s Fair Usage Policy as set out in Annexure B.

14.2 Witronics reserves the right to implement traffic management, traffic shaping, prioritisation, and congestion control measures to maintain acceptable service quality across its network.

14.3 Protocols deemed non-business or high-volume in nature — including but not limited to BitTorrent, peer-to-peer file sharing, and Usenet (NNTP) — may be deprioritised.

14.4 Latency-sensitive protocols such as VoIP and real-time communications shall receive network priority where capacity permits.

15. Acceptable Use Policy

15.1 The Customer shall use the Services only for lawful purposes and in accordance with Witronics’s Acceptable Use Policy set out in Annexure A.

15.2 The following activities are strictly prohibited:

• 15.2.1 Sending or facilitating unsolicited bulk email (spam);
• 15.2.2 Phishing, fraud, or impersonation of any person or entity;
• 15.2.3 Distribution of malware, viruses, ransomware, spyware, or other harmful code;
• 15.2.4 Operating botnets or participating in coordinated denial-of-service attacks;
• 15.2.5 Hacking, network scanning, or unauthorised access to any system or network;
• 15.2.6 Distribution of unlawful, defamatory, obscene, or hate speech content;
• 15.2.7 Copyright infringement or unlicensed distribution of intellectual property;
• 15.2.8 Any activity that negatively affects network integrity, performance, or other customers.

15.3 Witronics may suspend Services immediately and without notice in the event of a breach of this clause or upon receipt of a valid take-down notification from ISPA or any competent authority.

15.4 The Customer shall indemnify Witronics against all claims, losses, and expenses arising from the Customer’s violation of this clause.

16. Security

16.1 Witronics shall implement reasonable security measures to safeguard its Systems, network infrastructure, and Premises.

16.2 The Customer must keep all account credentials secure, notify Witronics immediately of any suspected security violation, follow all security instructions issued by Witronics, and cooperate fully in any related investigation.

16.3 Witronics shall respond to all activity on the Customer’s account until written notification of a security violation is received. Witronics shall not be liable for any loss or damage arising from account activity prior to receipt of such notification.

16.4 In the event of an actual or imminent security violation, Witronics may, in its sole discretion and without prior notice, change access codes, temporarily suspend access, prevent access to the network, or take any other steps reasonably necessary to protect its Systems and other customers.

16.5 The Customer indemnifies Witronics against all losses, damages, and third-party claims arising from a security breach caused by the acts or omissions of the Customer or its Personnel.

17. Suspension of Services

17.1 Witronics shall be entitled to suspend Services immediately and without further notice in any of the following circumstances:

• 17.1.1 The Customer has failed to make payment after receiving 5 (five) days’ written notice of the overdue amount;
• 17.1.2 The Customer has committed a material breach of this Agreement and has failed to remedy such breach within 14 (fourteen) days of written notice;
• 17.1.3 A security violation or imminent security violation has occurred or is suspected;
• 17.1.4 Emergency maintenance is required, as determined by Witronics in its sole discretion;
• 17.1.5 Suspension is required to comply with any applicable law, court order, or regulatory directive;
• 17.1.6 Witronics receives a valid take-down notification from ISPA or a competent authority;
• 17.1.7 The Customer’s use of the Services poses a risk to the integrity, performance, or security of Witronics’s network or other customers.

17.2 Witronics will endeavour to provide reasonable advance notice of planned maintenance that may result in temporary service interruptions.

17.3 Suspension of Services does not relieve the Customer of the obligation to pay all Charges accrued up to and including the date of suspension.

18. Warranties

18.1 Witronics warrants that it has the infrastructure, capacity, and Personnel to provide the Services in a workmanlike manner and in accordance with acceptable industry standards.

18.2 Except as specifically provided in this Agreement or as required by applicable law, Witronics excludes all warranties, whether express or implied, including warranties of fitness for a particular purpose, merchantability, and uninterrupted or error-free service.

18.3 All Services are provided on an “as-is” and “as-available” basis unless a specific Service Level Agreement has been expressly concluded in writing between the Parties.

18.4 Residential and SME services are supplied on a best-effort basis. No uptime guarantee applies unless separately contracted in writing and signed by both Parties.

19. Indemnity

19.1 Subject to clause 20, the Customer indemnifies Witronics and its Personnel against all losses, claims, damages, and expenses arising from: the Customer’s use of the Services in breach of this Agreement; faults or outages caused by the Customer’s Equipment, acts, or omissions; viruses or security violations originating from the Customer’s network; unauthorised use of the Customer’s data; loss or corruption of the Customer’s data; or infringement by the Customer of any third party’s intellectual property rights.

19.2 Nothing in this Agreement excludes or limits Witronics’s liability for gross negligence or wilful misconduct.

20. Limitation of Liability

20.1 Witronics shall not be liable for any indirect, consequential, special, punitive, or economic loss or damage arising from this Agreement, including but not limited to loss of profits, loss of business, loss of data, or loss of goodwill, howsoever caused.

20.2 Witronics excludes all liability arising from the use of Third-Party Contractor goods or services.

20.3 Subject to applicable law and clause 19.2, Witronics’s maximum aggregate liability for direct damages under this Agreement shall not exceed the total MRC paid by the Customer for the 2 (two) months immediately preceding the event giving rise to the claim.

20.4 This maximum liability cap applies to all claims arising under this Agreement in aggregate, regardless of the number of incidents or causes of action.

21. Confidentiality

21.1 Each Party undertakes to treat all confidential information of the other Party as strictly confidential and shall not disclose it to any third party without the prior written consent of the disclosing Party.

21.2 Confidential information includes all technical, financial, commercial, and operational information that is not in the public domain and is disclosed in connection with this Agreement.

21.3 Confidentiality obligations shall survive the termination or expiry of this Agreement indefinitely.

21.4 Nothing in this clause prevents either Party from disclosing information required by law, court order, or regulatory authority, provided that the disclosing Party gives the other Party prompt written notice where lawfully permitted prior to such disclosure.

22. Protection of Personal Information (POPIA)

22.1 Witronics shall collect, process, store, and use the Customer’s personal information in accordance with the Protection of Personal Information Act 4 of 2013 and Witronics’s Privacy Policy.

22.2 Personal information collected from the Customer shall be used only for purposes directly related to the provision and administration of the Services, including billing, account management, and communication.

22.3 Witronics shall implement appropriate technical and organisational measures to protect the Customer’s personal information against unauthorised access, loss, or disclosure.

22.4 Witronics will not sell or share the Customer’s personal information with third parties for marketing purposes without the Customer’s express prior consent.

22.5 The Customer has the right to access, correct, or request the deletion of their personal information held by Witronics, subject to applicable legal retention requirements.

22.6 Any data breach that is likely to affect the Customer’s rights and interests shall be reported to the Customer and to the Information Regulator in accordance with POPIA requirements.

23. Regulatory Compliance

23.1 Services are provided subject to the applicable regulations and licensing requirements of the Independent Communications Authority of South Africa (ICASA) and all applicable South African telecommunications legislation.

23.2 Witronics complies with the Electronic Communications Act, the Electronic Communications and Transactions Act, RICA, and all other applicable legislation.

23.3 Witronics reserves the right to take any action necessary to comply with applicable law, including the suspension, modification, or termination of Services, without liability to the Customer.

24. Licensing Arrangement

24.1 Witronics (Pty) Ltd (Registration No. 2017/048925/07) holds Electronic Communications Service (ECS) and Electronic Communications Network Service (ECNS) licences and delivers all Services directly to Customers under its own licence.

24.2 The Customer contracts solely and exclusively with Witronics. Witronics remains the Customer’s sole point of contact and is fully responsible for service delivery, billing, and all obligations under this Agreement.

25. Cancellation and Termination

25.1 Either Party may cancel this Agreement by providing written notice in accordance with clause 5.3.

25.2 Witronics may terminate this Agreement with immediate effect and without penalty in the event of: material breach by the Customer not remedied within 14 (fourteen) days; fraudulent, unlawful, or abusive use of the Services; persistent non-payment; or the Customer’s insolvency, liquidation, or business rescue.

25.3 Upon termination for material breach by the Customer, all outstanding Charges and future Charges for the remainder of the Contract Term shall become immediately due and payable on demand.

25.4 The Customer may terminate this Agreement immediately and without penalty if Witronics fails to provide the Services despite 14 (fourteen) days’ written notice, or commits a material breach not remedied within 14 (fourteen) days of written notice.

25.5 Subject to no outstanding amounts being owed by the Customer, Witronics shall render reasonable termination assistance to enable migration to an alternative provider.

25.6 Installation Fees and any once-off non-recurring charges are non-refundable upon cancellation.

26. Force Majeure

26.1 Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement caused by a Force Majeure Event.

26.2 Force Majeure Events include, without limitation: Eskom load-shedding or power outages; acts of God; floods; storms; fire; explosion; earthquake; epidemic or pandemic; terrorism; civil commotion; war; government action; ICASA regulatory action; vandalism; cable theft; fibre cuts; failure of upstream carriers or Third-Party Contractors; and any other event beyond a Party’s reasonable control.

26.3 The Party affected by a Force Majeure Event shall notify the other Party in writing as soon as reasonably practicable after the occurrence of such event.

26.4 If a Force Majeure Event continues for more than 2 (two) months, either Party may terminate this Agreement on written notice without penalty.

27. Dispute Resolution

27.1 The Parties shall endeavour to resolve any dispute through good-faith negotiation within 14 (fourteen) days of the dispute being declared in writing.

27.2 Any dispute concerning the calculation or quantum of a payment shall be referred to an independent chartered accountant agreed upon by the Parties, or appointed by SAICA if no agreement is reached. The accountant shall act as an expert and not an arbitrator, and their decision shall be final and binding.

27.3 Any other unresolved dispute shall be submitted to arbitration in Gauteng in accordance with the Arbitration Act 42 of 1965, to be completed within 1 (one) month of referral where reasonably possible.

27.4 The arbitrator shall be agreed upon by the Parties in writing, failing which AFSA shall make the appointment.

27.5 The arbitrator’s decision shall be final and binding. Either Party may apply to a competent court to enforce the award.

27.6 This clause shall survive termination of the Agreement.

27.7 Nothing in this clause prevents either Party from approaching a competent court for urgent interim relief.

28. Jurisdiction

28.1 The Parties submit to the non-exclusive jurisdiction of the Gauteng Division of the High Court of South Africa for the purposes of enforcing this Agreement, arbitral awards, and urgent applications.

28.2 Each Party chooses as its domicilium citandi et executandi the address stipulated in the applicable Service Order.

29. Website Terms

29.1 Use of Witronics’s website and customer portal is subject to these Terms and Conditions.

29.2 By accessing or using the website, users agree to be bound by these Terms and Conditions.

29.3 Witronics reserves the right to modify, suspend, or terminate the website or any content thereon at any time without prior notice.

29.4 The website is provided without warranty of any kind. Witronics shall not be liable for unavailability, downtime, viruses, or harmful material accessed through or from the website.

29.5 Users may not use the website for spamming, hacking, phishing, spoofing, data harvesting, or any unlawful purpose.

29.6 Witronics may use cookies and aggregate usage data to improve website performance and user experience. Cookie information is used only by Witronics and its agents and is not shared with external organisations.

29.7 Witronics may amend website content, including pricing and service descriptions, at any time. It is the user’s responsibility to review the website for changes on each visit.

30. Intellectual Property

30.1 All intellectual property rights in the Witronics website, systems, software, branding, and content vest in Witronics or its licensors. Nothing in this Agreement constitutes an assignment or transfer of any intellectual property rights to the Customer.

30.2 The Customer shall not infringe the intellectual property rights of Witronics or any third party in connection with the use of the Services.

30.3 The Customer agrees to defend and hold Witronics harmless from any claim arising from the Customer’s infringement of third-party intellectual property rights.

30.4 All intellectual property rights existing prior to this Agreement remain the sole and exclusive property of the Party that owned them before commencement.

31. General Provisions

31.1 Entire Agreement. This Agreement, together with all Service Orders, Annexures, and Policies incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, and understandings relating to the subject matter hereof.

31.2 Amendments. No amendment to this Agreement shall be valid unless reduced to writing and signed by duly authorised representatives of both Parties.

31.3 Assignment. Neither Party may cede, assign, or delegate any of its rights or obligations under this Agreement to a third party without the prior written consent of the other Party.

31.4 No Waiver. Witronics’s failure to enforce any provision of this Agreement at any time shall not constitute a waiver of its rights.

31.5 Severability. If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

31.6 Relationship of Parties. Nothing in this Agreement creates a relationship of employment, partnership, joint venture, or agency between the Parties.

31.7 Notices. All notices under this Agreement must be in writing and delivered by email to the addresses specified in the Service Order. Notices sent by email shall be deemed received on the next Business Day after transmission.

31.8 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.

31.9 Reservation of Rights. Witronics reserves the right to amend these Terms and Conditions from time to time. Customers will be notified of material changes in writing with 30 (thirty) calendar days’ notice. Continued use of the Services after the expiry of the notice period shall constitute acceptance of the amended Terms and Conditions.