Standard Terms and Conditions
The Client appoints Miosa 24, which herby agrees to supply the required services to the Client on the terms and conditions as set out in this agreement. In consideration for the services supplied, the Client agrees to pay Miosa 24 the required subscription fees.
2. Commencement, Duration, Subscription Fees and Termination
This agreement, for the provision of the above services, shall commence on the connection date, notwithstanding the date of signature hereof, and shall continue indefinitely until terminated in writing by either party providing 30 calendar days’ notice of such termination. During the term of this agreement, Miosa 24 shall be entitled to increase the subscription fees payable by the Client on the provision of 30-days’ notice, which may include written notice or email notification.
3. Payment & Cancelations
3.1 Fees are payable monthly in advance.
3.2 The Client shall undertake payment to the Miosa 24 via automatic debit order on or around the first day of each month.
3.3 The Client’s written consent is required to authorize Miosa 24 to upgrade / add additional services to this agreement thereby increasing the stipulated subscription fees. The effective date in respect of the new / upgraded services shall be the connection date of the services.
3.4 Should any connection date be any date other than the first day of the month, Miosa 24 shall charge the Client pro rata subscription fees for the respective month where it’s applicable.
3.5 The Client shall not be entitled to a setoff, discount or refund of any subscription fees in respect of any suspension or delay of any service or for any other reason whatsoever.
3.6 If payment is not received in full within the stipulated period, Miosa 24 shall be entitled to decline, refuse and/or halt the services until full payment is received, and this right to decline, refuse and/ or halt the services shall not be a valid reason in itself for withholding or reducing any payment due. A reconnection fee shall be charged by Miosa 24 to the Client.
3.7 If payment is not received in full within the stipulated period, the Client shall be liable to pay interest on the outstanding amount at a rate of 2 (Two) percentage points above the prime overdraft rate of the FNB Bank of South Africa, calculated and compounded monthly in advance.
3.8 Miosa 24 charges consulting fees during normal office hours, namely week days between 8h00 and 17h00. The Company charges consulting fees for work undertaken out of normal office hours, namely between 17h00 and 8h00 on weekdays, and all day on weekends and public holidays, of 1.5 times the normal hourly consulting fee, per hour of work undertaken on weekdays between 17h00 and 08h00 and on Saturdays and 2 times the normal hourly consulting fee, per hour for work undertaken on Sundays and Public Holidays. Fees shall be reviewed by the Company on an annual basis
3.9 Charges for remote and phone support shall be rounded up to the nearest quarter of an hour. Charges for onsite work shall be rounded to the an hour, with a minimum charge of an hour
3.10 The Company shall charge the Client fees for traveling to and from the site. This fee shall be reviewed by the Company on a quarterly basis.
3.11 Should a client wish to cancel the services rendered by Miosa 24, he or she must do so via email or registered post and a period of 30 days is required for a cancelation
3.12 A 25% handling fee will apply to cancellation on any order of any kind.
3.12.1 No cancellation will be accepted for any special orders on hardware or any software orders.
3.13 Miosa 24 shall be entitled in its sole and absolute discretion from time to time to determine and amend the maximum amount of fees and charges ("credit limit") which may be used and/or accumulated by the subscriber during each billing period and Miosa 24 shall be entitled to suspend the services should the subscriber exceed such maximum amount.
4. Duration of Contracts
4.1 Miosa 24’s agreement shall continue for the relevant contract period reckoned from the date of acceptance hereof by Miosa 24 ("the initial period") and thereafter shall continue unless terminated by either party by the giving of 30 (thirty) days written notice of termination.
4.2 Any notice of termination or any other notice whatsoever by the subscriber to Miosa 24 shall be in writing by registered post or delivery by hand to the premises of Miosa 24.
4.3 In the event of death of the subscriber or in the event that either party is provisionally or finally liquidated, wound up or declared insolvent or in the event that either party enters into a scheme of arrangement or compromise with its creditors or allows a judgment to be entered against the name of the party and does not take steps for the rescission thereof within a period of 21 (twenty one) business days after the date of the judgment then the other party shall be entitled immediately to terminate this agreement.
4.4 Termination of this agreement does not relieve the subscriber from the liability to pay charges for the initial period plus notice period.
4.5 The subscriber may discontinue a service before the relevant contract period has expired by advising Miosa 24 of such discontinuation with at least 30 (thirty) days’ notice in writing in which event such service shall be discontinued on the required termination date specified in the said notice. In such event Miosa 24 shall invoice and the subscriber shall pay to Miosa 24 an early cancellation charge (“the early cancellation charge”) calculated as set out in 4.6 and 4.7 below.
4.6 The early cancellation charge shall be calculated as follows: using the service charges applicable to the contract period option corresponding to the number of completed years since the activation date for the relevant service, the total amount that would have been paid by the subscriber, had the subscriber originally subscribed to such contract period option, and based on the actual period for which the service had been available to the subscriber, is calculated.
4.7 Should the subscriber give notice of discontinuation of a service before the expiry of 1 (one) year, the early cancellation charge shall be the difference between the service charges applicable to the 1 (one) year contract period calculated over a period of 12 (twelve) months, and the service charges invoiced by Miosa 24 as from the actual activation date up to the date of calculating the early cancellation charge.
5. Disclaimer for Liability
5.1 Miosa 24 will not be liable for any damages or losses of whatever nature (whether direct, indirect, or consequential), which may be incurred by the Client arising out of the provision of any services relating to this agreement or out of any other cause whatsoever.
5.2 Because of the need to conduct maintenance, repair and/or improvement work from time to time on the technical infrastructure by means of which the services are provided, the provision of the services may be suspended from time to time without notice, and Miosa 24, its servants, agents and sub-contractors are exempted from all liability for any loss or damage (whether direct or consequential) and/or for any costs, claims or demands of any nature to the Client and/or any third party arising from such suspension. Where circumstances permit, Miosa 24 shall use its best endeavour’s to provide prior notice of any such suspension to the Client.
5.3 Miosa 24 does not undertake to re-instate the services within a specific period, and will be exempted from any liability whatsoever, if the nature of the failure is caused by Miosa 24’s upstream service providers failure to deliver its services or to any other reason which is out of the direct control of Miosa 24.
5.4 The Client hereby indemnifies Miosa 24 and holds Miosa 24 harmless against any claim by any third party arising directly or indirectly out of the Client’s access to or use of the services or information obtained through the use of the services, including without limitation any claim due to the use of the services for unlawful purposes.
6. Email Virus Protection and Email Spam Protection
6.1 Email spam protection means filtering spam from the Clients incoming email using email spam software.
6.2 Email virus protection means providing protection against viruses in the Clients incoming email using email virus protection software.
6.3 The Client authorizes Miosa 24 to access and process the Clients email and information to the extent necessary for the proper functioning of the email virus protection and email spam protection software; and in order to provide support, maintenance and reports on the operation of and changes to the email virus protection and email spam protection.
6.4 As software is inherently complex and may not be completely free of errors and because of the nature of the internet, email and viruses, the Client accepts that email virus protection and email spam protection software may not always provide the desired outcome.
6.5 Email virus protection comprises the use of the email virus software to scan the Clients incoming email for viruses and to delete any that contain viruses. At the discretion of Miosa 24, in some cases a virus may be removed, in others, the affected email and/or attachment may be deleted completely.
6.6 Miosa 24 does not warrant that it will identify or provide protection against all viruses
6.7 Some email and attachments (infected by viruses or not) may be delayed or permanently lost.
6.8 Miosa 24 does not monitor or provide any protection in respect of outgoing mail from the Client, nor in respect of viruses which may be introduced by other means (for example from floppy discs or from the internet).
7. Support - Help Desk and Call Centre
7.1 Miosa 24 provides both remote and onsite support to contract and ad-hoc customers. These services are not free and are subjected to our standard consulting and traveling rates as indicated in 3.8 and 3.9.
8.1 Miosa 24 does not make any representations nor gives any warranties or guarantees of any nature whatsoever in respect of the equipment, software or services or their suitability for any intended purpose, whether that purpose is notified to Miosa 24 or not.
8.2 Miosa 24 does not warrant or guarantee that the information transmitted by the use of the services will be preserved or sustained in its entirety, will be suitable for any intended purpose, will be free of inaccuracies or defects or bugs or viruses of any kind, and will not contravene the laws of a particular country.
9. Rental of Equipment
The customer has the option to rent the equipment required from Miosa 24. This rental agreement will be for a minimal period of 36 months. A list of the equipment will be enclosed in this agreement.
9.1 Rental Agreement Terms & Conditions
In respect of each agreement for rental of Equipment arising under this Agreement, the Term commences on the first Payment Date occurring on or after the Commencement Date and, subject to clauses 9.6, continues for the number of months specified in the applicable Rental Schedule. This agreement supersedes all prior agreements including those previously executed between the client and Miosa 24.
9.2 Rental Payments
The Client shall pay the rental payments as per, the first of which shall be due within 30 days of the commencement date of this rental, and subsequent payments shall be due each on/before the last day of every month.
Monthly instalments are for a fixed term, at an interest rate that is linked to the prime rate. Monthly instalments will therefore be governed by the current prime rate and will increase respectively should the prime rate go up by more than 150 basis points.
9.3 Services Charges and/or Interest
If any rental instalment is not paid within five (5) days after its due date, The Client shall pay to Miosa 24 a service charge of 10% together with any expenses incurred in collecting the late payment. The Client shall also pay interest on any such late payment from the due date until payment at a rate up to the maximum rate allowed by law.
9.4 Credit Information
The Client certifies that the application, statements, trade references, and financial reports submitted by The Client to Miosa 24 are material inducements to the granting of this rental and that any material misrepresentation shall constitute a default under this rental.
The Client shall indemnify Miosa 24 against, and hold Miosa 24 harmless from, any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorney fees rising out of, connected with, or resulting from the property subject to this rental, including, but not limited to the manufacture, selection, delivery, use, operation, or return of such property.
9.6 End of Term
At the conclusion of the Term, you may either return the Equipment or request us to agree to extend the Term or vary the Equipment rented. You must in either case give us written notice of your intention at least 60 Days prior to the expiry of the Term.
9.7 Acquisitioning of Equipment
9.7.1 Selection and Ordering
On Miosa 24’s acceptance of this rental, Miosa 24 agrees to manufacture the equipment subject to the rental under the terms and conditions of the purchase order attached to this agreement. The Client authorizes Miosa 24 to insert in this rental the serial numbers and other identification data of the equipment when made available to Miosa 24. The Client acknowledges that The Client has selected:
The equipment specifications as per purchase order
The warranty terms and conditions
The delivery schedule.
9.8 Additional Equipment
Additional equipment rentals by The Client from Miosa 24 will be implemented by addendums to this agreement. Unless otherwise agreed in writing by Miosa 24, this Agreement shall control over inconsistent terms contained in any Customer Purchase Order. This Agreement will govern any and all terms of the equipment rental by The Client.
9.9 Use of Equipment
9.9.1 Loss or Damage
The Client assumes and shall bear the entire risk of loss, theft, destruction, or damage of or to any part of the equipment (“loss or damage”) from any cause whatsoever, whether or not covered by insurance and no such loss shall release The Client of its obligation under this agreement in the event of loss or damage. The Client, at the sole option of Miosa 24, shall:
At The Client’s expense, repair the equipment to the satisfaction of Miosa 24;
At The Client’s expense, and to the satisfaction of Miosa 24, replace the equipment with similar or like equipment in good condition and repair and of comparable value
The Client shall provide, maintain, and pay for insurance against the loss or theft of or damage to the equipment, for its full replacement value.
Repairs on equipment that are covered by vendor warranty will be the responsibility of the Miosa 24 for the period of this agreement. The Client shall notify the Miosa 24 of all hardware related faults/defects on the rental equipment, whether covered by warranty or not before any corrective action is taken.
9.10 Default and Remedies
9.10.1 The Client shall be in default under this rental if The Client shall:
188.8.131.52 Fail to pay any rent, the payments on any other rental or indebtedness of The Client to Miosa 24 arising independently of this rental, or other amount required in this rental within five (5) days after the rent becomes due and payable;
184.108.40.206 Become insolvent (however defined), cease business as a going concern, make an assignment for the benefit of creditors, or cause a petition for receiver or in bankruptcy to be filed by or against The Client (including a petition for reorganization or an arrangement); or
220.127.116.11 Commit or fail to commit any act that results in jeopardizing the rights of Miosa 24 or causes Miosa 24 to deem itself insecure as to its rights.
9.10.2 If the Client is in default under this rental
Miosa 24, with or without notice to The Client, shall have the right to exercise concurrently or separately, and without any election of remedies to be deemed made the following remedies:
a) Elect that the rental payments due be accelerated and the entire amount of rental be due immediately;
b) Terminate this rental;
c) Enter on The Client’s premises and without any court order or other process of law repossess and remove the equipment, whether with or without notice to The Client; any such repossession shall not constitute a termination of this rental unless Miosa 24 so notifies The Client in writing, and Miosa 24 shall have the right, at its option, to rental the equipment to any other.
10.1 Miosa 24 is entitled to cede and/ or assign this agreement.
10.2 The Client shall allow Miosa 24, its servants, agents and sub – contractor’s access to the Client’s premises at all reasonable times in order to install, maintain, monitor, inspect, replace or remove the services.
10.3 The Client will be held responsible for all communication services and facilities, including with limitation telephone facilities and lines, required for the services to be rendered by Miosa 24. Miosa 24 shall not be responsible or liable in any manner whatsoever to the Client and/or any third party for any failure of such service or facility, including with limitation the services offered by Telkom and other telecommunication providers.
10.4 The Client shall be solely responsible for applying for, installing and maintaining, as well as all costs and charges relating to, the Clients ADSL line and ADSL terminal adapter, to enable Miosa 24 to provide the services. Miosa 24 will issue the Client with a username and password to enable access to the services.
10.5 The Client may not at any time use the services in contravention of any South African law. In particular, the Client undertakes to familiarize itself and ensure that it is kept continuously appraised of all South African law in force from time to time, which has any bearing on the services and / or their use. Miosa 24 has no obligation to assist the Client in this regard.