PLEASE NOTE: These product or service specific terms and conditions must always be read together with our General Terms and Conditions, which will always apply to your use of this product or service
Unless the context clearly indicates the contrary, any term defined in the General Terms and Conditions when used herein, shall bear the same meaning as defined in the General Terms and Conditions.
In these Wireless Terms:
1.1 “Coverage Area” means coverage area falling within the signal radius of the Wireless Network;
1.2 “CPE Device” means the Customer premises equipment which shall be installed by Xtranet and/or its suppliers on the exterior of Customer’s premises;
1.3 “Equipment” means the router and the CPE Device (including software, hardware, cables, connectors, programmes, interfaces, associated media, printed materials, and/or on-line or electronic documentation associated with it), which meets the requirements of the Wireless selected by Customer in the Application Form, which is rented by Xtranet to Customer in terms of the provisions below, to enable connectivity to the Wireless Link;
1.4 “Pre Site Inspection” means a document to be completed by Xtranet and signed off by Customer and Xtranet and/or its supplier which document shall confirm that Customer is: (i) within the Coverage Area; (ii) able to have the CPE Device installed on his/her/its premises; and (iii) able to have access to the Wireless Network via the Wireless Link;
1.5 “Wireless Network” means the ECNS operated by Xtranet in the unlicensed frequency spectrum in terms of the provisions of the Electronic Communications Act over which the CPE Device connects;
1.6 “Wireless Link” means a wireless link created within the unlicensed frequency spectrum, over a public network and operated by Xtranet, which wireless link is connected between CPE Device and the Wireless Network in order to enable access to and use of Xtranet’s network infrastructure by Customer via the Wireless;
1.7 “ Wireless” means the wireless services contemplated herein, which Xtranet renders to Customer in accordance with Customer’s choices, as set out in the Application Form under such heading or description comprising of: (i) the leasing of the Wireless Link to Customer; (ii) configuration of the Equipment; and (iii) the management of the Wireless Link on behalf of Customer, as contemplated below.
2.1 Either Party may terminate Wireless at the end of the Initial Period by giving the other Party 3 (three) calendar months written notice of termination prior to the end of the Initial Period.
2.2 Notwithstanding any provisions in the Agreement to the contrary, Xtranet shall (without payment of any penalty of whatsoever nature), be entitled to terminate Wireless at any time (during the Initial Period or any renewal period thereof) on 30 (thirty) days written notice to Customer:
2.2.1 should the Coverage Area be compromised;
2.2.2 if the quality of the Wireless Link or the operation of the Wireless Network is adversely affected due to any act or omission of Customer;
2.2.3 should Xtranet suspend or terminate its wireless network deployment for whatever reason;
2.2.4 should Xtranet be required to do so by ICASA or in terms of any relevant legislation applicable to the usage of the unlicensed spectrum;
2.2.5 upon request thereto by other telecommunication service providers due to breach by Customer of any of the terms and conditions applicable to the access and/or use of the Wireless Link;
2.2.6 should Customer’s access and/or use of Wireless Link be in contravention of this Agreement or Xtranet’s policies and/or any applicable legislation; and/or
2.2.7 should the regulator make changes to the unlicensed spectrum which impacts on the provision of the Wireless, Wireless Network and/or Wireless Link.
2.3 Upon termination of the Wireless for any reason whatsoever Customer shall provide Xtranet with the necessary co-operation and assistance to arrange for the removal of the Equipment from Customer’s premises.
3.1 Customer shall pay Xtranet the Services Fees specified in the Application Form in accordance with the provisions set out in the General Terms.
3.2 Should Customer moves and/or relocates to a different location and/or premises, Xtranet shall charge Customer for the moving and/or relocation of the Equipment to new premises and/or location which includes without limitation the: (i) installation fees; (ii); line transfer fees; and/or (iii) set up fees. which fees shall be included in Customer’s monthly invoice., which shall be payable by Customer in accordance with the provisions of the General Terms.
4. WIRELESS NETWORK AND WIRELESS LINK
4.1 Wireless is a best effort service and is not guaranteed by Xtranet in any manner whatsoever.
4.2 Wireless Network is created over the unlicensed frequency spectrum.
4.3 Wireless Link is operated within the unlicensed frequency spectrum.
4.4 Functionality and/or operation of the Wireless Link may be impaired by the use of the unlicensed frequency spectrum by other wireless operators from a nearby location in the same frequency band.
4.5 Customer shall (without prejudice to Xtranet’s rights to claim payment for any outstanding amount for the services rendered), not be entitled to terminate Wireless should the Wireless Link remain unavailable due to an Uncontrollable Event If such Uncontrollable Event continues for a period of more that 60 (sixty) days, then the Customer may terminate this Agreement by written notice to Xtranet by reason of such Uncontrollable Event Customer shall remain liable to pay Xtranet the Services Fees or any other fees due during an Uncontrollable Event or the period of unavailability.
4.6 The quality of the Wireless Link is dependent upon the quality and capacity available to the Wireless Network which is subject to any technological constraints affecting the Wireless Network. Customer shall therefore not be entitled to terminate Wireless as a result of any impairment to the quality of the Wireless Link and/or quality and/or capacity of the Wireless Network which impacts on Customer’s access and usage of the Wireless;
4.7 Wireless Network including the Wireless Link are created over the unlicensed frequency spectrum and although Xtranet uses reasonable commercial endeavors to: (i) ensure the: (a) operation; (b) availability; and (c) functionality of the Wireless Network including the Wireless Link; and (ii) attend to any unavailability including failures and/or errors impacting on the Wireless Network, including the Wireless Link, in terms of any obligations placed on it in terms hereof, Xtranet cannot guarantee the operation, availability, quality, capacity security or functionality of the Wireless Network, including the Wireless Link.
4.8 Although Xtranet shall use its reasonable commercial endeavours to ensure the security of the Wireless Link, Xtranet does not in any manner whatsoever warrant, represent and/or guarantee the security of the Wireless Link, Customer is therefore advised to ensure the security of its network infrastructure.
4.9 Xtranet shall, not be liable under any circumstances for any loss, damage costs, expense or injury, including without limitation direct, indirect, incidental, special, punitive or consequential loss, loss of profit, loss of anticipated savings, loss of goodwill, loss of revenue, loss of customers or clients caused by or arising in any manner whatsoever (directly or indirectly) from the: (i) unavailability of the Wireless Network, including the Wireless Link; (ii) impairment on the quality or capacity of the Wireless Network and/or Wireless Link; and/or (iii) breach of the security of the Wireless Link and/or Customer’s network infrastructure.
5. TERMS AND CONDITIONS SPECIFIC TO WIRELESS
5.1 In order for the Wireless to be provided to Customer, the Equipment is required to enable Customer’s access to and use of the Wireless.
5.2 the Equipment will be rented to Customer subject to the provisions below.
5.3 Wireless is provided subject to this Agreement and all relevant laws and regulations applicable from time to time.
5.4 Xtranet will only provide Customer with access and/or use of the Wireless provided Customer pays the Services Fees set out in the Application Form.
5.5 Xtranet will manage the Wireless on behalf of Customer.
5.6 Upon submission of the duly signed Pre-Site Inspection, Xtranet shall notify Customer with regard to the installation date and time.Xtranet cannot guarantee the installation date and time, but will use reasonable efforts to ensure anticipated installation date and times are met. Xtranet Business will inform Customer as soon as possible if it is unable to attend a set appointment. Customer shall not be allowed to move the installation date and time, without Xtranet’s consent. Customer shall also not be entitled to cancel Wirelessor refuse to accept installation, set-up and/or configuration as a result of Xtranet’s failure to meet anticipated installation date and times.
5.7 Customer shall prior to the installation date: (i) appoint a designated person to manage the installation project on Customer’s behalf; (ii) prepare the premises and/or the area where installation will be done for installation purposes; and (iii) notify its staff, other tenants/owners on the premises, the landlord and/or governing bodies (where relevant) about the installation date and time.
5.8 Customer warrants that:
5.8.1 the premises and/or the area where installation will be done, meet the requirement of the Occupational Health and Safety Standards;
5.8.2 in the case of rented premises the landlord and/or the governing body(ies) are aware of: (i) the installation work to be done; (ii) what such installation entails; and (iii) the installation date and time; and
5.8.3 in the case of rented premises the landlord and/or governing body(ies) have given Customer the necessary written approvals to allow Xtranet to commence and perform the Installation Work.
5.9 Customer hereby indemnifies Xtranet against all losses or damages it sustains or incurs as a result of breach by the Customer of the warranties contained in this clause.
5.10 Xtranet including any of its respective agents or contractors shall on the installation date and during business hours, attend to:
5.10.1 the installation of the Equipment; and
5.10.2 set-up and/or configuration of the Equipment.
5.11 Customer shall allow Xtranet including its agents or contractors, all reasonable access to Customer’s premises and/or property for the purposes set out in clauses 5.10.1 and 5.10.2 above. A signed confirmation by Customer (including his/her/its employee, representative, carrier, agent or nominee), that installation and set-up and/or configuration of the Equipment was done shall constitute proof that it was done according to specification and Agreement.
5.12 Xtranet may be required to: dig, drill, remove pavement, carpets, tiles, ceilings, apply glue or perform any other act in order to install the Equipment (“Installation Work”). Customer hereby gives Xtranet the permission to perform such Installation Work.
5.13 Xtranet will use reasonable commercial endeavors to ensure that the Installation Work is performed in a professional manner without causing any damage to Customer’s or any other third party’s premises or property;
5.14 Xtranet cannot guarantee that work will be performed without errors, faults and/or causing damages of whatsoever nature to Customer’s or any other third party’s premises or property;
5.15 In the event of any such damage to Customer’s or any other third party’s premises, installation area or property, Customer shall indemnify Xtranet from any claim arising as a result of such damage and Customer shall not hold Xtranet, its contractors and/or agents liable under any circumstances, for any loss, damage, costs or expense whatsoever caused by or arising in any manner whatsoever from any action or omission of Xtranet or its contractors.
5.16 Customer shall when required, allow Xtranet and its agents all reasonable access to its premises for the purposes of the re-installation, re-set-up, re-configuration and maintenance and repair of the Equipment.
5.17 Xtranet shall be entitled to change the Wireless Services (which may include without limitation the amendment of the technical parameters and/or specification relating to the Wireless), at any time during the Initial Period and/or any renewal thereof on 30 (thirty) business days written notice to Customer;
5.18 Customer may not terminate Wireless, other than as contemplated in clause 2 above, should such Wireless Link not be available to Customer at any stage during the term of Wireless for any reason whatsoever
5.19 The provision and/or availability of the Wireless is inter alia subject to the operation of the Wireless Network and the Wireless Link;
5.20 Notwithstanding anything that might indicate the contrary, Customer shall at all times comply with all terms and conditions and/or limitations imposed by Xtranet on the Wireless Link including Wireless Network for the duration of the Wireless.
6. EQUIPMENT RENTAL
6.1 Xtranet hereby leases the Equipment to Customer who accepts such rental.
6.2 The Equipment will at all times remain the property of Xtranet and Customer agrees that he/she/ it will never become owner of the Equipment;
6.3 the Equipment shall at all times be regarded as a movable property and shall not become part of the property;
6.4 Xtranet shall have the right to enter Customer’s premises in order to remove the Equipment upon termination of the Wireless.
6.5 Xtranet shall at its own costs and expense deliver the Equipment at Customer’s premises. A signed delivery note by Customer (including his/her/its employee, representative or nominee) shall constitute proof that the Equipment was delivered to and received by Customer in good condition.
6.6 Upon delivery of the Equipment as envisaged in clause 6.5 above, Customer shall bear all risk of loss, theft, damage and/or destruction of the Equipment while housed at Customer’s premises for an amount equal to the full replacement value thereof. Customer shall make its own arrangements regarding the insurance of the Equipment.
6.7 Customer shall not allow any third party to take possession of the Equipment unless duly authorised thereto by Xtranet. Should any third party take possession of the Equipment without the said authorisation, the replacement value thereof shall immediately be due and payable by Customer.
6.8 If the premises at which the Equipment will be installed is rented:
6.8.1 Customer shall:
18.104.22.168 advise Xtranet in writing of the name and address of the landlord as well as any changes thereto;
22.214.171.124 not move the Equipment without Xtranet’s prior written consent;
6.8.2 Customer warrants that the landlord and/or governing body(ies) have been informed that the Equipment belongs to Xtranet and can therefore not be subject to a lien or landlord hypothec. Customer hereby indemnifies Xtranet against all losses or damages it sustains or incurs as a result of breach by the Customer of the warranty contained in this clause.
6.9 Customer shall only use the Equipment in conjunction with the Wireless Services. Under no circumstances will Customer or anyone else be allowed to: (i) access and/or tamper with the Equipment. (ii) move the Equipment to any other location without the express written permission of Xtranet; and (iii) use the Equipment for any other purpose. Access to the Equipment shall be restricted to Xtranet’s staff or its duly authorized agents only.
6.10 Customer shall use the Equipment solely for internal purposes and shall not be entitled to directly or indirectly transfer, distribute, re-distribute, sell, re-sell, lease, sub-lease and/or lend the Equipment in any manner whatsoever to any third party without Xtranet’s prior written consent.
6.11 Customer shall ensure that Xtranet may at any time enter the premises where the Equipment is installed to inspect it, provided that Xtranet supplies Customer with reasonable prior notification of such.
7. NEW PREMISES AND/OR LOCATION
7.1 Should Customer moves and/or relocates to a different location and/or premises, Xtranet:
7.1.1 shall subject to this Agreement, move and/or relocate Customer’s Equipment to the new premises and/or location;
7.1.2 may extend Customer’s Agreement to the same term that was originally selected by Customer in the Application Form.
7.2 Customer acknowledges and agrees that The Wireless Network is not available everywhere.
7.3 Customer responsible for ensuring that Wireless Network is available should Customer decide to move and/or relocate to another premises or locations.
7.4 Customer shall remain liable to pay the set up fees incurred by Xtranet to install, set up and/or configure the Equipment at the new location and/or premises.
7.5 Customer shall not be allowed to terminate Wireless including the Agreement should Customer move to a location and/or premises where the Wireless Network is not available. In the event of termination, Customer shall remain liable to pay Xtranet for the remainder of the Initial Period or the renewal period, as the case may be, should Customer terminate Wireless and/or the Agreement prior to the expiry of such Initial Period and/or renewal period.
8. UPGRADES AND DOWNGRADES
8.1 Customer may upgrade the line speed of the Wireless Link at any time during the Agreement provided that one calendar month’s written notice of upgrade is submitted to Xtranet Sales Department.
8.2 Any notice received by Xtranet during the course of the month for the upgrade of the line speed as envisaged in clause 8.1 above, shall only be effective from the 1st of the following month.
8.3 This Agreement including the upgraded Wireless shall with effect from the activation of the upgraded Wireless, be extended for a further period selected by Customer in the Application Form.
8.4 the duly upgraded Wireless shall be provided by Xtranet subject to the provisions hereof;
8.5 Customer shall not be allowed to downgrade the line speed of the Wireless during the Initial Period.