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TELVIVA TERMS OF BUSINESS
VERSION EFFECTIVE DATE: 1 JULY 2026
The following is a statement of the current standard terms of business under which the Telviva Group provides equipment, software,
connectivity or services to its customers. We refer to ourselves as “TELVIVA” in this document. Any person or entity that validly accepts a
proposal for equipment, software, connectivity and/or services issued by us will enter into a binding agreement with us. Such a person or
entity is referred to as a “CUSTOMER” in this document and we refer to the validly accepted proposal as an “Order”. Unless otherwise agreed
in writing, all such Orders are subject to these terms. These terms may be replaced or amended from time to time. Such changes will take
effect as and when published. CUSTOMER should review these terms prior to concluding an Order since the latest version of these terms will
apply to such Order.
1. APPLICATION 2.1.9 “Control” and its derivatives shall mean that an entity holds
more than a fifty percent (50%) equity interest in the other
1.1 Proposals. Any proposal or quotation rendered by TELVIVA to the
entity in question or has the power to direct the management
CUSTOMER, whether in electronic form or otherwise, that
and policies of such entity, whether through the ownership of
constitute an offer by TELVIVA to the CUSTOMER to provide
voting securities, by contract or otherwise;
TELVIVA Technology and related Services will be subject to the
then prevailing version of these terms unless otherwise agreed in 2.1.10 “CUSTOMER” means the entity or person that contracts for the
writing and will constitute an Order hereunder if duly accepted in supply of TELVIVA Technology and/or Services in the Order;
accordance with the terms of such proposal or quotation. 2.1.11 “Customer Data” means data that are Processed by or for
Customer using the TELVIVA Technology or TELVIVA Services,
1.2 Application. Unless otherwise agreed in writing, the then
including as may pertain to the communications of Authorised
prevailing version of these terms will apply to each Order
Users;
concluded with TELVIVA. Such prevailing terms will be
incorporated into and form part of each such Order. However, 2.1.12 “Customer Material” means all data, reports, documentation,
unless otherwise provided in an Order, the terms and conditions software or materials provided or made available by or on
of any one Order shall not apply to any other Order. behalf of CUSTOMER to TELVIVA, irrespective of the media on
which they occur, including the Customer Data;
1.3 Replacement. These terms shall apply as from its effective date
2.1.13 “Customer Site” means a location at which TELVIVA Technology
specified at the head hereof until replaced with amended or new
is agreed to be implemented on-site for the benefit of
standard terms. Such replacement terms will be published on our
CUSTOMER pursuant to the Order;
web site at https://telviva.co.za/legal/ and will apply to all new
Orders concluded from the date on which they are specified to 2.1.14 “Customer Systems” means the computer systems and
take effect. communications infrastructure and devices managed and used
by CUSTOMER for the purposes of accessing and using the
1.4 Conflicts. Insofar as any term and condition in an Order conflicts TELVIVA Services, including the hardware, network connections
with these terms, the Order shall prevail. and software provided by Customer, and the TELVIVA
2. DEFINITIONS AND INTERPRETATION Technology provided by TELVIVA for implementation on or in
2.1 Definitions. For purposes hereof, the following terms shall have conjunction therewith, but excluding the TELVIVA Platforms;
the following meanings - 2.1.15 “Data Protection Law” means the data protection and privacy
Law applicable to a Party’s Processing of Personal Information
2.1.1 “Affiliate” means, with respect to any entity, any other entity
hereunder, such as the South African Protection of Personal
Controlling, Controlled by or under common Control with such
Information Act 4 of 2013, the EU General Data Protection
entity;
Regulation, and the UK General Data Protection Regulation;
2.1.2 “Anti-Bribery Law” means the anti-bribery and anti-corruption
2.1.16 “Designated Account” means TELVIVA’s designated bank
Law of the relevant territory in which business is conducted
account for payment that has been duly notified to CUSTOMER
under an Order as applicable to the Parties, such as the South
in writing;
African Prevention and Combating of Corrupt Activities Act,
2004, EU Anti-Corruption Directive, UK Bribery Act and US 2.1.17 “Early Termination Fee” means the sum of all outstanding Fees
Foreign Corrupt Practices Act, as applicable; that would have become payable for the balance of the
Minimum Term had termination not occurred, plus any costs
2.1.3 “Authorised User” means a person that is duly authorised by
incurred by TELVIVA to make early payment under its financing
the Parties to access and use the relevant TELVIVA Technology
arrangements for the supplies involved;
and/or TELVIVA Services;
2.1.18 “Effective Date” means the date stipulated in the Order for such
2.1.4 “Authority” means any national, municipal, provincial, other
Order to become effective, and failing such stipulation the date
local or administrative government, authority or department, or
of such Order being duly accepted and becoming binding;
any agency, tribunal, commission, regulator or other similar
body having jurisdiction by Law over a Party’s assets, resources, 2.1.19 “Equipment” means User Devices, routing devices and other
activities or operations relevant to the Order; hardware delivered by TELVIVA to CUSTOMER under an Order,
including the software implemented thereon;
2.1.5 “Business Day” means any day other than a Saturday, a Sunday
or a public holiday proclaimed under applicable Law; 2.1.20 “Error” means a failure by the TELVIVA Services or TELVIVA
Technology to conform in all material respects to the Manuals
2.1.6 “Confidential Information” means any information of a
relevant thereto, but shall exclude all Excluded Defects;
confidential nature, which has been, or may be obtained
directly or indirectly by one Party hereto from the other Party 2.1.21 “Excluded Defect” means a problem affecting the TELVIVA
hereto, including, without limitation all non-public information Technology or TELVIVA Services caused by any of the following:
relating to a Party's business affairs, as well as all software code (a) connectivity, equipment, software or services not supplied by
and Know How and the terms hereof and of any Order; TELVIVA;
2.1.7 “Connectivity” means the communication network links made (b) power surge, accident, misuse, operator error, negligence or
available to CUSTOMER by TELVIVA pursuant to the Order, abuse or a failure to comply with the relevant Manuals;
including the type and bandwidth of such links; (c) a modification, adjustment or alteration by anyone other than
2.1.8 “Contract Year” means, in respect of an Order, each successive TELVIVA Personnel;
12 (twelve) month period during the term of such Order, as (d) the failure by CUSTOMER to implement an upgrade, fix,
measured from the Effective Date of such Order; workaround or other recommendation as advised by TELVIVA;
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July 2026 Initial here:
(e) a breach by CUSTOMER of any of its obligations hereunder or 2.1.33 “Personnel” means any director, employee, agent, consultant,
under the relevant Order; or contractor, service provider or other representative of an
(f) Force Majeure Events, including fire, flood, earthquake, storm, entity;
hurricane or other natural disaster, epidemic, war, invasion, act 2.1.34 “Processing” means any operation or activity or any set of
of foreign enemies, hostilities (regardless of whether war is operations, whether or not by automatic means, concerning
declared), civil war, rebellion, revolution, insurrection, military Personal Information, including collection, combination,
or usurped power or confiscation, terrorist activities, recording, organization, storage, updating, modification,
nationalisation, government sanction, blockage, embargo, disclosure, transfer, retrieval, consultation, use, consolidation,
labour dispute, strike, lockout or interruption or failure of blocking, erasure and destruction;
electricity or telephone infrastructure services; 2.1.35 “Professional Services” means services other than Support
2.1.22 “Fees” means the fees and charges to be paid by CUSTOMER to Services rendered to CUSTOMER by TELVIVA Personnel,
TELVIVA under the Order; including without limitation, consultancy, installation,
2.1.23 “Intellectual Property Rights” means patents, registered configuration, training, project management and support other
designs, trademarks (whether registered or otherwise), than for Errors;
copyright, trade secret rights, database rights, design rights, 2.1.36 “Professional Services Fees” means the fees payable by
service marks and other intellectual property rights and rights CUSTOMER as consideration for the rendering of Professional
to claim something as its confidential information, including in Services by TELVIVA, which fees will be payable on a Time and
other jurisdictions, that grant similar rights as the foregoing; Materials basis unless otherwise agreed in an Order;
2.1.24 “Know-How” means any and all designs, concepts, ideas, 2.1.37 “Service Deliverable” means any deliverable or work product
methods, protocols, methodologies, procedures, processes, produced or made available to Customer by TELVIVA as part of
know-how, formulae, techniques, models and templates; the or pursuant to the Services or its use of the TELVIVA Technology;
structure, sequence and organisation of software, program 2.1.38 “Services” means any and all services provided by TELVIVA to
code, interface and communications protocols, numbering CUSTOMER pursuant to the Order, including TELVIVA Services,
systems, business rules, system architecture, data file Support Services and Professional Services;
definitions, utilities and routines; and logic, coherence and 2.1.39 “Software” means the computer software programs that are
methods of operation of computer systems that a Party has made available to CUSTOMER by TELVIVA pursuant to the
created, acquired or otherwise has rights in or may, in Order, including the TELVIVA Software and Third Party Software
connection with the performance of its obligations under the forming part thereof;
Order, employ, provide, modify, create or otherwise acquire
rights in; 2.1.40 “Support Services” means the technical support services of
TELVIVA for the TELVIVA Technology and TELVIVA Services as
2.1.25 “Law” means: described in the Schedule and the relevant Manuals;
(a) any statute, regulation, by law, ordinance or subordinate 2.1.41 “TELVIVA” means the TELVIVA Group entity that executes an
legislation in force from time to time to which a Party is subject; Order;
(b) the common law as applicable to a Party from time to time; 2.1.42 “TELVIVA Group” means Telviva (Pty) Ltd, a company
(c) any binding court order, judgement or decree; incorporated in South Africa, with registration number
(d) any applicable industry code, policy or standard enforceable by 2007/014820/07 currently having its principal place of business
law; or at 6th Floor Terraces, Black River Park, Fir Street, Observatory,
(e) any direction, policy, rule or order issued by an Authority that is 7926, Cape Town and its Affiliates;
binding on a Party; 2.1.43 “TELVIVA Platform” means a computer system and its related
2.1.26 “Loss” means all losses, liabilities, damages and claims, and all communications infrastructure made available by TELVIVA for
related costs and expenses (including legal fees at an attorney the purposes of enabling remote access to and use of Software
and own client scale, interest and penalties); and/or TELVIVA Services for Customer or its Authorised Users,
comprising all servers, software, interfaces, data files and
2.1.27 “Minimum Term” means the minimum duration for the supply
network links forming part thereof, but excluding all Customer
of TELVIVA Services and/or TELVIVA Technology under an Order
Systems;
as may be specified in the Order and commencing on the date
of activation of the TELVIVA Services and/or TELVIVA 2.1.44 “TELVIVA Services” means Services involving the use of the
Technology for CUSTOMER; TELVIVA Technology, such as communication services, video
conferencing services, contact centre services, network services
2.1.28 “Manuals” means the operating and reference documents and
or security services, as may be further described in the Order
guides provided by TELVIVA to assist with enabling access to or
and the relevant Manuals, that are agreed in the Order to be
use of the TELVIVA Technology or TELVIVA Services (as may be
rendered to CUSTOMER by TELVIVA;
amended by TELVIVA from time to time), including any
interfaces, specifications, operating procedures, 2.1.45 “TELVIVA Software” means the computer software programs
communications protocols, or standards, rules or requirements that are licensed to CUSTOMER by TELVIVA pursuant to the
pertaining to the implementation thereof or to interoperation Order, including as may be installed on the Customer Systems
with the TELVIVA Platforms; and User Devices;
2.1.29 “Order” means a proposal by TELVIVA for the supply of TELVIVA 2.1.46 “TELVIVA Technology” means the TELVIVA Platform(s),
Technology and/or TELVIVA Services that has been duly signed Equipment, Connectivity, Software, Service Deliverables and
and accepted by CUSTOMER in accordance with the terms Manuals made available by or on behalf of TELVIVA pursuant to
thereof and that is and remains binding on the Parties, including the Order;
any and all additional terms and conditions included therein 2.1.47 “Third Party Software” means any software forming part of the
that relate specifically to the particular supply involved; TELVIVA Technology that is proprietary to a third party;
2.1.30 “Parties” means TELVIVA and CUSTOMER and “Party” means 2.1.48 “Time and Materials” means a basis for calculation of Fees
either one of them; based on the time actually spent by TELVIVA resources in
2.1.31 “Performance Data” means all data relating to the performance delivering a service which are to be charged at TELVIVA’s
of the TELVIVA Technology and/or TELVIVA Services as prevailing fee rates and which also provides for payment by
implemented for CUSTOMER, including without limitation all CUSTOMER for all expenses reasonably incurred by TELVIVA in
test and performance data, as well as usability feedback data delivering such service, including for materials, travel,
generated during the use thereof; accommodation and subsistence;
2.1.32 “Personal Information” mean Customer Data that is protected 2.1.49 “Usage Rights” means the rights of CUSTOMER to use the
as personal information or personal data under applicable Data TELVIVA Technology as described in clause 5 hereof;
Protection Law; 2.1.50 “User Data” means all data regarding the Authorised Users that
may be required by TELVIVA, including the details of the User
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Devices allocated to the Authorised Users and such other data prior to the expiry of the applicable Minimum Term for any reason
as TELVIVA may be required to hold by Law; whatsoever, CUSTOMER will immediately become liable for
2.1.51 “User Device” means a device of a type approved by TELVIVA payment of Early Termination Fees pertaining thereto and
that is registered with TELVIVA and enabled for a User to access CUSTOMER agrees to comply with such requirement and pay the
the TELVIVA Services; relevant Early Termination Fees within 7 (seven) days of receipt of
invoice therefor.
2.2 Headings. Headings and sub-headings are inserted for
information purposes only and shall not be used in the 3.5 Suspension. Without prejudice to any of its other rights or
interpretation of these terms. remedies, TELVIVA may suspend TELVIVA Services or the use of
TELVIVA Technology in whole or in part by way of a written notice
2.3 References. Unless otherwise stated in these terms, references
thereto:
herein to the Order or to any other agreement are references to
such Order or such other agreement as varied, supplemented, 3.5.1 if the supply or use of such TELVIVA Services or TELVIVA
substituted or replaced from time to time. Technology by CUSTOMER or an Authorised User is or becomes
unlawful or breaches these terms in any way, including if any of
2.4 Clause References. Unless otherwise stated herein, references to
the licences, authorisations, permissions or consents required
clauses, sub-clauses, schedules or paragraphs are references to
in Law to enable such supply or use is not granted or is
clauses, sub-clauses, schedules or paragraphs of these terms, as
insufficient or terminates without being renewed;
the case may be.
3.5.2 in the event of an impairment or threat to the proper operation
2.5 Enactments. References to any Law shall be deemed to include or security of such TELVIVA Services of TELVIVA Technology; or
references to such Law as re-enacted, amended or extended from
3.5.3 for routine and emergency maintenance of such TELVIVA
time to time.
Technology or TELVIVA Services;
2.6 References to persons. References to persons shall include 3.5.4 if its rights to make available Third Party Software to CUSTOMER
natural and juristic persons and references to either Party shall on which the use of such TELVIVA Services or TELVIVA
include such Party’s successors or permitted assigns. Technology are dependent are suspended or terminated;
2.7 Substantive Provisions. If any provision in a definition is a 3.5.5 if it is required to do so by a relevant Authority or court order or
substantive provision conferring rights or imposing obligations on 3.5.6 if it or any of its Authorised Users are placed on any government
either Party, effect shall be given to it as if it were a substantive sanctions list;
provision in these terms notwithstanding that it is only contained
in each case, until the cause of the suspension has been
in this clause 2.
adequately addressed. TELVIVA will endeavour to minimise the
2.8 Definitions. Where any term is defined within the context of any impact of such suspensions on CUSTOMER.
particular clause in these terms, the term so defined, unless it is 4. DELIVERY AND IMPLEMENTATION
clear from the clause in question that the term so defined has
4.1 Delivery. In return for payment of the relevant Fees, TELVIVA will
limited application to the relevant clause, shall bear the meaning
deliver the TELVIVA Technology and make available the TELVIVA
ascribed to it for all purposes in these terms, notwithstanding that
Services in the manner as provided for in the Order. CUSTOMER
the term has not been defined in this clause 2.
will cooperate and provide TELVIVA with such assistance as may
2.9 Calculation of Days. Unless expressly otherwise stated, when any be required by TELVIVA in this regard, including by providing the
number of days is prescribed in these terms or the Order, same required access to the relevant Customer Sites and Customer
shall be reckoned exclusively of the first and inclusively of the last Systems to enable such supply, and making available such
day, unless the last day falls on a day that is not a Business Day, in Personnel and Customer Material as may be required for such
which case the last day shall be the next Business Day. purpose.
2.10 Counterparts. The Order may be executed in any number of 4.2 Customer Systems. Save for the TELVIVA Technology to be
counterparts and all of such counterparts taken together shall be provided by TELVIVA, CUSTOMER shall, at its own expense,
deemed to constitute one and the same instrument. procure, install, configure and maintain all components of the
2.11 Interpretation. No rule of construction that an agreement shall Customer Systems required to interoperate with the TELVIVA
be interpreted against the Party responsible for its drafting or Technology or receive the TELVIVA Services. Any assistance with
preparation shall apply to these terms or to the Order. this by TELVIVA will be chargeable. CUSTOMER must ensure that
such Customer Systems compliant with TELVIVA’s minimum
3. ORDERS specifications therefor are in place prior to the implementation of
3.1 Appointment. Upon conclusion of an Order, TELVIVA is appointed TELVIVA Technology or TELVIVA Services commencing.
on the terms and conditions hereof and of the Order to provide
4.3 User Devices. CUSTOMER and its Authorised Users shall be
the TELVIVA Technology and TELVIVA Services identified in such
responsible to procure and maintain User Devices of the types as
Order to CUSTOMER for the duration of such Order against
may be approved by TELVIVA to access and use the TELVIVA
payment of the relevant Fees and TELVIVA accepts such
Technology and TELVIVA Services.
appointment.
4.4 Testing. CUSTOMER will test the TELVIVA Technology and TELVIVA
3.2 Term of Orders. Each Order shall commence on its Effective Date
Services as implemented for it to ensure that it works properly and
and be of force and effect until all supplies of TELVIVA Technology
meets with its requirements and work with TELVIVA to resolve any
and/or TELVIVA Services under such Order are terminated, or such
problems identified before using such TELVIVA Technology or
Order is otherwise terminated in accordance with these terms or
TELVIVA Services for operational purposes.
the terms of such Order. The termination of any one Order will
not affect the validity of any other Order. The termination of any 5. LICENSING
one Service component under an Order will not affect the validity 5.1 Licence Terms. In return for payment of the relevant Fees,
of any other Service component provided under such Order. TELVIVA grants to CUSTOMER the non-exclusive, non-transferable
3.3 Termination of Supplies. The Minimum Term for the supply of right to use and permit the use by its Authorised Users of the
TELVIVA Technology and/or TELVIVA Services under an Order will TELVIVA Technology and the TELVIVA Services activated by
be detailed in the Order. Following expiry of such Minimum Term, TELVIVA for the CUSTOMER for the CUSTOMER’s own internal
such supply of TELVIVA Technology and/or TELVIVA Services will business purposes only and in compliance with the relevant
automatically continue on a month-to-month basis unless Manuals. CUSTOMER’s rights to use the Third Party Software are
terminated by either Party by giving the other Party at least further specified in the licence terms of the suppliers of such Third
3 (three) calendar months’ written notice thereto, which Party Software and CUSTOMER shall abide by such terms.
termination will take effect as of the date specified in the notice 5.2 Restrictions. Save as set forth in Clause 5.1, CUSTOMER shall not,
of termination. and shall not permit, whether directly or indirectly, any third
3.4 Early Termination. If the supply of TELVIVA Technology and/or party, to-
TELVIVA Services under an Order is wholly or partly terminated
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July 2026 Initial here:
5.2.1 modify, adapt, translate, reproduce, distribute, use, rent, lease, within 7 (seven) calendar days of receipt of invoice in the currency
share, sell, assign, sub-license or otherwise transfer or make specified for payment without withholding, deduction or set-off
available to any person any part of the TELVIVA Technology or by way of transfer into the Designated Account.
TELVIVA Services; 8.6 Remedies for non-payment. Where full payment is not made on
5.2.2 remove, alter or conceal any proprietary notices or labels on the due date, TELVIVA shall be entitled, without prejudice to any other
TELVIVA Technology; or right or remedy it may have, to -
5.2.3 reverse assemble, decompile or reverse engineer any Software, 8.6.1 charge interest on the outstanding amount at a rate that is the
whether in whole or in part, or otherwise attempt to derive the lesser of the prevailing overdraft lending rate of the bank at
source code of any Software. which the Designated Account is held plus 2% or the highest
5.3 Withdrawal. TELVIVA may demand that CUSTOMER or any of its rate permitted by applicable Law, which interest shall be
Authorised Users wholly or partially cease use of the TELVIVA calculated from the due date for payment to the date of actual
Technology or TELVIVA Services if - payment, both days inclusive, compounded monthly in arrears
5.3.1 it determines that such use or the continued use of such and CUSTOMER agrees and undertakes to pay such interest,
TELVIVA Technology or TELVIVA Services may subject TELVIVA which it hereby accepts as fair and reasonable, on demand;
or any third party to legal liability, or may jeopardise its rights in and/or
the TELVIVA Technology or TELVIVA Services; or 8.6.2 disable the use of any TELVIVA Technology and/or suspend the
provision of any Services or such portion thereof as TELVIVA in
5.3.2 a failure to comply with the terms of this clause occurs as it TELVIVA’s sole discretion chooses until all payments in arrears
pertains to the use of such TELVIVA Technology or TELVIVA have been paid in full.
Services and such failure is not remedied promptly following
9. CUSTOMER RESPONSIBILITIES
receipt of a written notice thereof; or
In order to enable TELVIVA to provide the Services, CUSTOMER
5.3.3 its rights to use the TELVIVA Technology or TELVIVA Services are agrees to provide assistance, input, support and co-operation and
terminated, shall be responsible to -
and CUSTOMER will promptly take such steps as may be required 9.1 testing. evaluate and select the TELVIVA Technology and TELVIVA
to ensure compliance with such request. Services to address its specific business requirements and
thoroughly test the functioning thereof and ensure that it is
6. SUPPORT SERVICES
suitable for its business prior to permitting use thereof for its
6.1 Scope. In return for payment of the relevant Fees TELVIVA will business purposes, including by ensuring all material defects and
provide Support Services for the TELVIVA Technology and the other shortcomings are suitably addressed prior to permitting its
TELVIVA Services in accordance with the terms of the Schedule. operational use;
6.2 Term. Support Services will be provided in respect of TELVIVA 9.2 provision of access. provide TELVIVA Personnel with access to
Technology only if and for as long as CUSTOMER is entitled to use facilities and infrastructure at the Customer Sites to enable such
the TELVIVA Services that make use of such TELVIVA Technology. Personnel to fulfil its obligations at the Customer Sites;
7. PROFESSIONAL SERVICES 9.3 liaise regularly. liaise regularly with TELVIVA to ensure that
CUSTOMER may request, and TELVIVA may provide, certain TELVIVA is in a position to provide the Services;
Professional Services to CUSTOMER during the term of the Order.
9.4 decisions and approvals. render all decisions and approvals
Professional Services Fees may be charged in respect of the
required as soon as is reasonably possible, so as not to delay or
Professional Services rendered hereunder, which will be
impede the performance of the Services;
determined with reference to TELVIVA’s standard prevailing Time
and Materials rates unless otherwise agreed. 9.5 suitable infrastructure. to the extent necessary, provide a
8. FEES AND PAYMENT suitable infrastructure for the components, software or
deliverables that are to be implemented, including without
8.1 Fees. CUSTOMER shall be liable for and shall pay the relevant Fees
limitation, the Customer System environment and infrastructure,
in respect of all TELVIVA Technology and Services supplied on the
in accordance with the requirements provided by TELVIVA;
basis set out below (unless otherwise stated in the Order):
9.6 access. provide TELVIVA with reasonable access to the Customer
8.1.1 Once off Fees may be charged immediately upfront prior to any
Material and Customer Systems to enable TELVIVA to comply with
delivery occurring;
its obligations under the Order, including remote network access
8.1.2 Fixed recurring Fees may be charged monthly in advance; and and direct physical access;
8.1.3 Consumption-based Fees (including for Professional Services)
9.7 notifications. notify TELVIVA as soon as reasonably possible of
may be charged monthly in arrears.
any issues, concerns or disputes with respect to the Services;
8.2 Adjustments. TELVIVA may adjust any of its Fee rates from time
to time. TELVIVA will provide CUSTOMER with written notice of 9.8 Customer Material. be responsible for the accuracy and
any adjustments to the Fees, which notice will specify the date on completeness of all Customer Material and other information,
which such adjustments are to take effect. provided to TELVIVA;
8.3 Expenses. CUSTOMER shall reimburse expenses incurred by 9.9 supply of infrastructure. provide electricity services, telephone
TELVIVA or TELVIVA’s Personnel for travelling, accommodation services and other connectivity (including access to computer
and subsistence to attend at Customer Sites at CUSTOMER’s networks and the Internet) at each Customer Site;
request and for any goods or services acquired on CUSTOMER’s 9.10 dependent functions. make available sufficiently qualified and
behalf and at its specific request. Travelling, accommodation and authorised CUSTOMER Personnel, with appropriate access rights
subsistence expenses may be charged in accordance with and permissions, to assist TELVIVA if required.
TELVIVA’s standard policies in respect of such matters from time
9.11 Authorised Users. identify and record, in a manner compliant with
to time. TELVIVA may request CUSTOMER to approve a particular
applicable Law, each Authorised User prior to permitting their use
expense before incurring it and TELVIVA shall not be obliged to
of the TELVIVA Services or TELVIVA Technology and securely
take the relevant action and incur such expense before the
maintain complete, up to date and accurate records of the
necessary approval thereto has been provided.
identities of all Authorised Users as part of the User Data;
8.4 Taxes. The Fees shall exclude all taxes (including without
9.12 records. monitor and keep a complete up-to-date and accurate
limitation value added tax, sales tax, withholding tax, (and any
record of the User Data and Performance Data and provide
other similar taxes levied in any jurisdiction), duties (including
TELVIVA with such portions of the User Data and Performance
without limitation stamp duties and customs and excise duties),
Data as TELVIVA may from time to time request, it being agreed
tariffs, rates, levies and other governmental charges or expenses,
that the User Data and Performance Data may be used by TELVIVA
all of which shall be payable by CUSTOMER in addition to the Fees.
to exercise its rights and comply with its obligations under these
8.5 Invoices. All invoices shall be paid to TELVIVA by CUSTOMER terms and the Orders and under applicable Law and otherwise for
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its internal business purposes, including for improving the services 10.10 Audit Rights. Each Party shall provide to the other Party, its
rendered by it; and auditors (including internal audit staff and external auditors),
inspectors, regulators and other representatives as the other
9.13 audits. provide to TELVIVA, its auditors (including internal audit
Party may from time to time designate in writing access at all
staff and external auditors), inspectors, regulators and other
reasonable times (and in the case of regulators, at any time
representatives as TELVIVA may from time to time designate in
required by such regulator) to the records of Personal Information
writing access at all reasonable times (and in the case of
held by it to verify its compliance with the terms of this clause 10.
regulators, at any time required by such regulator) to the
Neither Party shall be obliged to provide access to any personal
Customer Systems, User Data and Performance Data for the
information or confidential information of any third party or to
purpose of performing audits and inspections to verify
any of its information systems used for the processing of personal
CUSTOMER’s compliance with these terms and the Order
information or confidential information of third parties.
including with usage restrictions and Fee obligations.
10.11 Retention. Following termination of the Services, TELVIVA shall
10. PERSONAL INFORMATION
destroy all Personal Information in its possession, provided that it
10.1 Processing Authority. CUSTOMER authorises TELVIVA (and its may retain such records thereof as may be reasonably required by
subcontractors involved in the Services) to Process the Personal it for evidentiary purposes or for compliance with its obligations
Information for exercising its rights and performing its obligations under applicable Law.
under these terms and the Orders and applicable Law and for such
other purposes as may be agreed with or authorised by 11. SECURITY
CUSTOMER, and the CUSTOMER confirms and warrants to 11.1 Preservation of TELVIVA Technology. CUSTOMER shall be
TELVIVA that it is and will at all times be entitled under applicable responsible to ensure that the integrity of the TELVIVA Technology
Law to grant such authorisation. as made available to CUSTOMER is preserved and will procure that
all reasonable precautions and security measures are
10.2 Processing Consents. CUSTOMER shall obtain and maintain all the
implemented to prevent any unauthorised access, use or
approvals, authorisations, permissions and grants of rights
alteration of the TELVIVA Technology. Without limiting the
required under applicable Law, including from Authorised Users
generality of the aforesaid CUSTOMER shall:
and the Authorities (if and to the extent required), to permit the
Processing of Personal Information for all purposes in connection 11.1.1 not allow anyone other than Authorised Users to access or use
with the Services. the TELVIVA Technology or TELVIVA Services;
10.3 Compliance. TELVIVA and CUSTOMER are each responsible for 11.1.2 provide adequate redundancy, backup and disaster recovery
complying with their respective obligations under applicable Data measures for the TELVIVA Services as implemented for it as well
Protection Law governing the Processing of Personal Information. as for all related Customer Data; and
11.1.3 comply with the security requirements and processes described
10.4 Transfers. Each Party shall be responsible to ensure that Personal
in the Manuals.
Information is not transferred by it to another country in breach
of applicable Data Protection Law. 11.2 Notification of Breaches. If CUSTOMER becomes aware of any
unauthorised access to the TELVIVA Technology or TELVIVA
10.5 Notification of Unauthorised Access. Each Party must notify the Services, CUSTOMER will promptly report the incident to TELVIVA
other if it has reasonable grounds to believe that Personal describing in detail the scope and nature of the incident.
Information has been accessed or acquired by an unauthorised
person (a “Data Compromise”). The Parties shall provide each 11.3 TELVIVA Equipment. In respect of all Equipment made available
other with reasonable assistance in investigating and managing to CUSTOMER that is not owned by CUSTOMER, CUSTOMER shall
Data Compromises. ensure that:
10.6 Mutual Assistance. Each Party shall, upon request by the other 11.3.1 the Equipment is used with care and that reasonable
Party, provide that other Party with such information regarding precautions are taken to avoid accidents and to safeguard it
the Personal Information under its control as may reasonably be from loss or damage and excessive wear and tear;
required for the other Party to comply with its duties under these 11.3.2 TELVIVA is notified immediately of any loss of, or damage to, the
terms and the Order and applicable Data Protection Law, including Equipment or part thereof or any failure of the Equipment to
to respond to access and correction requests received from function;
Authorised Users. 11.3.3 the Equipment is not repaired by anyone other than TELVIVA or
10.7 Duty to Secure. The Parties shall treat all Personal Information as its authorised subcontractors, save as may be expressly
Confidential Information in accordance with clause 19 and shall authorised by TELVIVA in writing;
not disclose such Personal Information save in the course of 11.3.4 no part or component for the Equipment is implemented which
exercising their rights or performing their duties under this has not been supplied by TELVIVA or its designated suppliers;
Agreement or applicable Law. Each Party must secure the integrity 11.3.5 TELVIVA or anyone authorised by TELVIVA is allowed to inspect
and confidentiality of Personal Information in its possession or and examine the Equipment at all reasonable times,
under its control by taking appropriate, reasonable technical and 11.3.6 TELVIVA is provided with all such information as it may
organisational measures to prevent:
reasonably require to protect its right of ownership in the
10.7.1 loss of, damage to or unauthorised destruction thereof; and Equipment;
10.7.2 unlawful access to or Processing thereof. 11.3.7 the Equipment is not sub-let, does not leave its possession, and
10.8 Measures to be Taken. In order to give effect to clause 10.7, each no person or entity other than Authorised Users is permitted to
Party must take reasonable measures to: use the Equipment;
11.3.8 the Equipment is used only for the purpose for which it has been
10.8.1 identify all reasonably foreseeable internal and external risks to
designed, and in accordance with TELVIVA’s reasonable
the Personal Information in its possession or under its control;
instructions; and
10.8.2 establish and maintain appropriate safeguards against the risks
11.3.9 the Equipment is covered by a comprehensive all-risks
identified;
insurance policy in which the interest of TELVIVA or its
10.8.3 regularly verify that the safeguards are effectively designated subcontractor has been noted, which will insure the
implemented; and replacement value of the Equipment.
10.8.4 ensure that the safeguards are continually updated in response 12. RISK
to new risks or deficiencies in previously implemented
THE RISK OF LOSS OR DAMAGE IN RESPECT OF ALL COMPONENTS
safeguards.
OF THE TELVIVA TECHNOLOGY DELIVERED TO CUSTOMER SHALL
10.9 Standards. Each Party must have due regard to generally accepted TRANSFER TO CUSTOMER UPON DELIVERY THEREOF.
information security practices and procedures which may apply to
it generally or be required from it in terms of specific industry or
professional rules and regulations.
TELVIVA Services Terms 5 Confidential
July 2026 Initial here:
13. COMPLIANCE WITH LAW Material provided by CUSTOMER to TELVIVA is lawful and does
CUSTOMER shall obtain such information and consents as may be not infringe the rights of any person or entity and CUSTOMER
required in Law to permit its compliance with the terms of the hereby indemnifies and holds TELVIVA harmless from any Losses
Order and its use of the Services, including as may be necessary to arising as a result of such infringement.
permit Authorised Users to access and use the TELVIVA Services. 16. DELAYS
14. DISCLAIMERS AND WARRANTIES 16.1 Definition of Delay. If -
14.1 Warranty of Authority. Each Party warrants that it has the legal
16.1.1 CUSTOMER gives an instruction changing the scope of the
right and full power and authority to execute the Order. Services; does not provide access to a person, place or thing
14.2 DISCLAIMER OF WARRANTIES. EACH PARTY HEREBY EXCLUDES timeously; changes a decision which has been previously
AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR communicated to TELVIVA; does not reply to a communication
IMPLIED, STATUTORY OR OTHERWISE (INLUDING BUT NOT from TELVIVA within the period required, or if no period
LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON- stipulated, within a reasonable time; unreasonably withholds or
INFRINGEMENT, MERCHANTABILITY, QUALITY, SERVICES BEING delays an acceptance or consent; commits a breach of the Order
UNINTERRUPTED OR ERROR-FREE, FITNESS FOR A PARTICULAR which is not otherwise categorised as a Delay; or
PURPOSE, WARRANTIES IMPLIED BY COURSE OF PERFORMANCE 16.1.2 TELVIVA’s performance is affected by an event of force majeure;
OR USAGE OF TRADE, OR THAT THE SERVICE WILL MEET or the failure of a third party supplier or service provider;
CUSTOMER’S REQUIREMENTS), EXCEPT THOSE WARRANTIES same shall constitute a “Delay”.
EXPRESSLY MADE HEREIN. USE BY CUSTOMER OF AND/OR
RELIANCE ON THE SERVICES AND/OR TELVIVA TECHNOLOGY 16.2 Notification. Either Party shall notify the other of an event which
AND/OR CUSTOMER DATA EMANATING FROM SUCH USE SHALL has occurred or is anticipated and which the notifying Party
ACCORDINGLY BE AT THE ELECTION AND SOLE RISK OF believes is or may be a Delay.
CUSTOMER. 16.3 Extension of time for performance. Unless the Delay notified has
14.3 No representations. CUSTOMER acknowledges that it has not no effect upon TELVIVA’s costs or planned delivery, TELVIVA’s
been induced to enter into the Order by any prior representations, performance shall be extended on a reasonable basis in
warranties or guarantees, whether oral or in writing, except as proportion to the prejudice caused by the Delay, provided that the
expressly contained in herein. extension is at least the number of days of the Delay.
15. INTELLECTUAL PROPERTY INDEMNITY 16.4 Changes caused by Delay. Should a Delay arise, either Party may
propose a change to the agreed Services. In the event that the
15.1 Indemnity. Subject to Clause 20, TELVIVA hereby indemnifies and Parties are unable to agree on such change, a dispute will be
holds CUSTOMER harmless from and undertakes to pay all deemed to exist between the Parties to be resolved in terms of
damages, if any, finally awarded against CUSTOMER by a court of clause 23.
competent jurisdiction in any action which is attributable to a
claim that a component of the TELVIVA Software (other than the 17. FORCE MAJEURE
Third Party Software) infringes the copyright or patent right of any 17.1 Parties not liable for force majeure. Save for a Party’s obligations
third party (“a Claim”), provided that CUSTOMER: to make payment which shall not be excused hereunder, neither
15.1.1 notifies TELVIVA of any such Claim promptly after becoming Party shall be liable for any failure to fulfil its obligations under the
aware thereof; Order if and to the extent such failure is caused by any
circumstances beyond its reasonable control, including but not
15.1.2 gives TELVIVA sole control of and agrees that TELVIVA may limited to acts of God, natural disasters, earthquakes, fire,
undertake, at its option, the defence of any such Claim, explosions, floods, hurricanes, extreme weather, riots, wars,
including all settlement negotiations; (whether declared or not), hostilities, revolutions, civil
15.1.3 does not, at any time, admit liability or otherwise settle or disturbance or usurped authority, accidents, embargo or
compromise the Claim, without the prior written consent and requisition, unforeseeable acts (including failure to act) of any
instruction of TELVIVA; and governmental authority (de jure or de facto), sabotage, nuclear
15.1.4 provides such assistance to TELVIVA as it shall reasonably incidents, epidemics, strikes over which the affected Party have
require in the defence of the Claim including, but not limited to, no control, or the failure of any institution whose consent is
the provision of all relevant documentation. required for the performance of any obligation hereunder to
15.2 Costs of Assistance. TELVIVA shall reimburse CUSTOMER for its provide such consent, or delays in the performance of its sub-
reasonable costs incurred in complying with the provisions of contractor caused by any such circumstances as referred to in this
clause 15.1.4 above. clause. The right of relief shall apply irrespective of whether the
cause of prevention or delay occurs before or after the agreed due
15.3 Consequences of successful claim by third parties. In the event of time for such obligations.
a Claim being successful or if TELVIVA becomes aware of a
potential Claim, TELVIVA shall be entitled at its own expense and 17.2 Right to terminate. Should a Party be unable to fulfil a material
option either to - part of its obligations hereunder for a period in excess of 90
(ninety) calendar days due to circumstances of force majeure,
15.3.1 obtain for CUSTOMER the right to continue using the infringing either Party may at its sole discretion terminate the Order or the
component or the parts thereof which gave rise or may give rise affected supply of TELVIVA Technology or TELVIVA Services
to the Claim; forthwith by written notice.
15.3.2 replace the infringing component or the parts thereof which
18. PROPRIETARY RIGHTS
gave rise or may give rise to the Claim with another product
which does not infringe; 18.1 Retention of Rights. TELVIVA reserves all rights not expressly
granted in these terms or the Order, including under all
15.3.3 alter the infringing component in such a way as to render it
Intellectual Property Rights. CUSTOMER acknowledges that the
non-infringing; or
rights granted to it in respect of the TELVIVA Technology are
15.3.4 failing any of the above, withdraw the infringing component. limited to the Usage Rights and that TELVIVA and its suppliers
15.4 Exclusion. Notwithstanding the provisions of this clause, TELVIVA shall, remain solely entitled to all ownership rights in the TELVIVA
shall not be liable under the provisions of this clause to the extent Technology, including all Intellectual Property Rights therein and
that a claim hereunder arises as a result of: (a) the use of the all Know-How represented by or incorporated therein
TELVIVA Software in a manner not licensed by TELVIVA hereunder; notwithstanding the delivery thereof to CUSTOMER, provided that
(b) the use of the TELVIVA Software in combination with any the ownership of any Equipment purchased by CUSTOMER that is
equipment or software provided by CUSTOMER or which are delivered to it and in respect of which the full agreed purchase
procured from a third party; or (c) any alteration or modification price has been paid to TELVIVA shall transfer to CUSTOMER.
which was not made by or on behalf of TELVIVA.
18.2 CUSTOMER Representations. CUSTOMER undertakes that it shall
15.5 Customer Material. CUSTOMER warrants that the Customer not in any manner whatsoever represent that it is the owner or
TELVIVA Services Terms 6 Confidential
July 2026 Initial here:
has any interest, other than as licensee in terms hereof, in the 19.4.2 subsequently and lawfully becomes part of the public domain
TELVIVA Technology and shall not take any action to impute any by publication or otherwise;
right, title or interest of TELVIVA in and to the TELVIVA 19.4.3 is already lawfully known to the Receiving Party prior to the
Technology. time of disclosure;
18.3 Landlord Notices. In the event that the Customer Site is leased by 19.4.4 subsequently becomes available to the Receiving Party from a
CUSTOMER, CUSTOMER will ensure that the landlord of such source other than the Disclosing Party, which source is lawfully
Customer Site is promptly notified of all Equipment that is located entitled without any restriction on disclosure to disclose such
at such Customer Site that is owned by TELVIVA and/or its information; or
suppliers. The notice will conform to any standard format that 19.4.5 is disclosed pursuant to a requirement or request by operation
may be prescribed by TELVIVA from time to time and CUSTOMER of Law, provided that the Receiving Party gave the Disclosing
will use all reasonable endeavours to obtain an acknowledgement Party reasonable written notice prior of such requirement and
of receipt of such notice from the landlord and will provide a copy provided the Disclosing Party with all reasonable assistance in
of the notice containing the receipt acknowledgement to TELVIVA. preventing such disclosure.
CUSTOMER will repeat the aforesaid process promptly following 20. LIMITATION OF LIABILITY
any change of landlord.
20.1 DIRECT DAMAGES LIMITED. EXCEPT TO THE EXTENT THAT SUCH
18.4 TELVIVA Know-How. To the extent that TELVIVA utilises any of its LIMITATION IS NOT PERMITTED BY APPLICABLE LAW AND
Know-How in connection with the performance of its obligations WITHOUT LIMITING THE CUSTOMER’S PAYMENT OBLIGATIONS
pursuant to the Order, same shall remain the property of TELVIVA ARISING UNDER THESE TERMS AND THE ORDER, EACH PARTY’S
and CUSTOMER shall acquire no right, title or interest in such MAXIMUM AGGREGATE LIABILITY FOR ANY LOSSES WHATSOEVER
Know-How. CLAIMED IN CONNECTION WITH THE ORDER DURING ANY
19. CONFIDENTIAL INFORMATION CONTRACT YEAR SHALL BE THE TOTAL FEES PAID BY CUSTOMER
TO TELVIVA IN TERMS OF THE ORDER DURING SUCH CONTRACT
19.1 Confidentiality obligation. Each Party (“Receiving Party") must
YEAR, IRRESPECTIVE OF THE FORM (WHETHER BASED ON
treat and hold as confidential all Confidential Information which
CONTRACT, WARRANTY, PRODUCT LIABILITY, STATUTE, TORT
they may receive from the other Party (“Disclosing Party") or
(INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE
which becomes known to them during the currency of the Order.
THEORY) OF SUCH LEGAL ACTION.
19.2 The Receiving Party's obligations. The Receiving Party agrees
that in order to protect the proprietary interests of the Disclosing 20.2 CONSEQUENTIAL DAMAGES EXCLUDED. IN NO EVENT SHALL
EITHER PARTY OR ITS PERSONNEL BE LIABLE FOR ANY INDIRECT,
Party in the Disclosing Party’s Confidential Information, unless the
INCIDENTAL, EXTRINSIC, SPECIAL OR CONSEQUENTIAL DAMAGES
Disclosing Party has expressly agreed otherwise in writing -
OR LOSSES (WHETHER FORESEEABLE OR UNFORESEEABLE) OF
19.2.1 the Receiving Party may make such Confidential Information ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS,
available to its Personnel on a “need to know” basis; LOSS OF INCOME, LOSS OF GOODWILL, LOSS OR CORRUPTION OF
19.2.2 the Receiving Party will only use and will ensure that its DATA OR SOFTWARE, LOSS OF USE, BUSINESS INTERRUPTION,
Personnel only uses the Confidential Information for the PROCUREMENT OF SUBSTITUTE PRODUCTS OR EQUIPMENT OR
purposes of executing its rights or obligations under the Order; ANY PECUNIARY LOSS ARISING OUT OF A DELAY IN DELIVERY OR
19.2.3 the Receiving Party will not and will ensure that its Personnel RELIANCE ON THE TELVIVA TECHNOLOGY OR SERVICES OR
does not at any time, whether during the Order or thereafter, CUSTOMER DATA) ARISING IN CONNECTION WITH THE ORDER OR
either use any Confidential Information of the Disclosing Party THESE TERMS, WHETHER BASED ON CONTRACT, WARRANTY,
or directly or indirectly disclose any Confidential Information of PRODUCT LIABILITY, STATUTE, TORT (INCLUDING NEGLIGENCE)
the Disclosing Party to any third party other than as allowed in OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEPT TO THE
terms hereof; EXTENT THAT THE LIMITATION OF LIABILITY CONTAINED HEREIN
IS NOT PERMITTED BY APPLICABLE LAW.
19.2.4 the Receiving Party will initiate internal security procedures
reasonably acceptable to the Disclosing Party to prevent 20.3 USAGE INDEMNITY. CUSTOMER ACCEPTS THAT ITS USE AND USE
unauthorised use and disclosure and will take all practical steps BY ITS AUTHORISED USERS OF THE SERVICES IS AT ITS SOLE
to impress upon those Personnel who need to be given access DISCRETION AND RISK AND AGREES THAT TELVIVA, ITS
to Confidential Information, the secret and confidential nature PERSONNEL OR OTHER THIRD PARTIES INVOLVED IN THE
thereof; SERVICES (INCLUDING FOR EMERGENCY COMMUNICATIONS)
19.2.5 all written instructions, drawings, notes, memoranda and WILL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY
records of whatever nature relating to the Confidential APPLICABLE LAW FOR CLAIMS ARISING IN CONNECTION WITH
Information of the Disclosing Party which have or will come into SUCH USE OR FAILURE OR INABILITY TO USE. CUSTOMER HEREBY
the possession of the Receiving Party and its Personnel, will be INDEMNIFIES TELVIVA AGAINST ANY AND ALL SUCH CLAIMS TO
and will at all times remain the sole and absolute property of THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
the Disclosing Party and shall promptly be handed over to such REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON
Disclosing Party when no longer required for the purposes of CONTRACT, WARRANTY, PRODUCT LIABILITY, STATUTE, TORT
the Order; and (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE
THEORY.
19.2.6 the Receiving Party shall promptly notify the Disclosing Party if
it becomes aware of any breach of confidence in respect of the 20.4 CLASS ACTION. NO DISPUTE RESOLUTION PROCEEDING, BY
Confidential Information of the Disclosing Party by any person CUSTOMER OR ITS AFFILIATES OR AUTHORISED USERS, WHETHER
within it or by any person to whom it has divulged such IN ARBITRATION OR COURT, WILL BE CONDUCTED OTHERWISE
Confidential Information and shall give the Disclosing Party all THAN ON AN INDIVIDUAL BASIS AND WILL NOT BE CONDUCTED
reasonable assistance in connection with any proceedings IN A CLASS ACTION OR REPRESENTATIVE ACTION OR AS A
which it may institute as a result. MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE
19.3 Effect of termination. Upon termination of an Order, the Parties ACTION. CUSTOMER AND ITS AFFILIATES AND AUTHORISED USERS
will deliver to each other or, at each Party’s option, destroy all WILL NOT BE A CLASS REPRESENTATIVE, CLASS MEMBER OR
originals and copies of the other Party’s Confidential Information OTHERWISE PARTICIPATE IN A CLASS, CONSOLIDATED OR
in their possession that was provided to it or arose in the pursuit REPRESENTATIVE PROCEEDING.
of such Order and neither Party will continue using any 21. BREACH AND TERMINATION
Confidential Information of the other Party, save that each Party 21.1 Termination for Breach. Should -
may retain such records thereof as may be required by Law.
21.1.1 the terms of an Order, including these terms as they apply to
19.4 Exceptions. The foregoing obligations in this clause 19 shall not such Order, be materially breached, and such breach is not
apply to any information which - remedied within 30 (thirty) calendar days of written notice
19.4.1 is lawfully in the public domain at the time of disclosure; thereof; or
TELVIVA Services Terms 7 Confidential
July 2026 Initial here:
21.1.2 any amount due under an Order that is 30 (thirty) calendar days 23.1.1 In the event of any such dispute or difference arising between
outstanding, not be paid; the Parties the said dispute or difference shall on written
then, without prejudice to any other rights it may have in Law, the demand by any Party to the dispute be submitted to arbitration
Party entitled to require performance of the relevant obligation in Cape Town in the English language in accordance with the
may, in its discretion, terminate the Order or the supply of any rules of the Arbitration Foundation of Southern Africa.
TELVIVA Technology or TELVIVA Services under such Order on 23.1.2 Each of the Parties hereby irrevocably agrees that the decision
written notice to the other Party, such termination to take effect of the arbitrator in the arbitration proceedings:
on the date specified in the notice. (a) shall be final and binding on each of them; and
21.2 Termination for Insolvency. Should either Party (“Defaulting
Party”)- (b) will be carried into effect; and
21.2.1 defer or suspend payment of all or substantially all of its debts (c) can be made an order of any competent Court to whose
or is unable to pay its debts as and when they fall due; or jurisdiction a Party is subject.
21.2.2 effect or attempt to effect a compromise or composition with 23.1.3 Any arbitration in terms of this clause 23.1 shall be conducted
the its creditors; or in camera and the Parties shall treat as confidential and not
21.2.3 commence business rescue proceedings, take steps for its disclose to any third party details of the dispute submitted to
voluntary winding up or be provisionally or finally liquidated or arbitration, the conduct of the arbitration proceedings or the
cease to conduct business; outcome of the arbitration, without the written consent of the
then, without prejudice to any other rights it may have in Law, the other Party.
other Party (“Innocent Party”) may, in its discretion, terminate 23.1.4 This clause 23.1 shall constitute each Party's irrevocable
the Order on written notice to the Defaulting Party, such consent to the arbitration proceedings described herein, and no
termination to take effect on the date specified in the notice. Party shall be entitled to withdraw from such proceedings or to
22. EFFECT OF TERMINATION claim at such proceedings that it is not bound by this clause.
22.1 Effects of termination. The termination of any one Order will not 23.2 Urgent Relief. Nothing herein contained shall be deemed to
affect the validity of any other Order. The termination of the prevent or prohibit a Party from applying to any appropriate Court
supply of some TELVIVA Technology or TELVIVA Services under an for an interdict, urgent relief, enforcement of intellectual property
Order will not affect the supply of any other TELVIVA Technology rights or for judgment in relation to a liquidated claim.
or TELVIVA Services under such Order. 23.3 Severability. The provisions of this clause 23 are severable and will
22.2 Amounts due to TELVIVA. In the event of the termination by continue to be binding on the Parties notwithstanding any
TELVIVA of the supply of TELVIVA Technology or TELVIVA Services termination or cancellation of the Order or any part thereof.
under an Order in terms of Clause 20.3 or by CUSTOMER 24. NOTICES AND DOMICILIA
otherwise than in terms of Clause 20.3 for an unremedied material
24.1 Addresses. The Parties hereby choose domicilium citandi et
breach by TELVIVA prior to the expiry of the Minimum Term executandi (“Domicilium”) for all purposes their physical
thereof, all Fees which would have become payable for such
addresses set out in the Order.
supply over the unexpired period of the Minimum Term, will
become due and payable to TELVIVA immediately upon the date 24.2 Change of Address. Either Party may give written notice to the
of such termination. other, change its Domicilium to any other physical address in the
its country of establishment, provided that such change shall take
22.3 Duties upon termination. Upon termination of the supply of
effect 14 (fourteen) calendar days after delivery of such written
TELVIVA Technology and/or TELVIVA Services under an Order -
notice.
22.3.1 CUSTOMER will cease using such terminated TELVIVA Services
24.3 Deemed Delivery. Notice will be deemed given –
and such TELVIVA Technology and promptly return and permit
TELVIVA to remove from any Customer Site any and all tangible 24.3.1 if delivered by hand to a responsible person to the designated
elements of such TELVIVA Technology, save for the Equipment physical address, on the date of delivery;
owned by CUSTOMER; 24.3.2 if sent by an express courier with a system for tracking delivery,
22.3.2 the provision of such terminated TELVIVA Services may be when received; and
terminated forthwith including by rendering the relevant 24.3.3 if successfully sent by email during the trading hours of the
TELVIVA Technology inoperable; and recipient to an email address designated by the recipient for the
22.3.3 CUSTOMER will deliver to TELVIVA, or at TELVIVA’s option delivery of notices then on the day of sending, and if outside
destroy all originals and copies of TELVIVA’s Confidential such trading hours then at the beginning of the next Business
Information and proprietary materials in its possession or under Day.
its control that pertain to the supply of such terminated TELVIVA 24.4 Notice actually received. Notwithstanding anything to the
Technology and/or TELVIVA Services. contrary stated above, if a notice or communication is actually
22.4 Accrued Rights. The termination of the Order or of the supply of received by a Party, adequate notice or communication shall have
any TELVIVA Technology or TELVIVA Services shall be without been given, even though it was not delivered in a manner
prejudice to the rights of the Parties accrued as at the date of such described above.
termination. 25. GENERAL
22.5 Survival. Termination of an Order shall not affect the 25.1 Assignment. Neither Party shall be entitled to cede, assign,
enforceability of the provisions which have been specified or are delegate or otherwise transfer any of its rights or obligations
by their nature required to operate after such termination, under the Order without the prior written consent of the other
including without limitation, the following provisions contained Party, such consent not to be unreasonably withheld, subject to
herein: Clause 2 (Definitions), clause 13 (Compliance with Law), clause 25.2, below.
clause 18 (Proprietary Rights), clause 19 (Confidential
25.2 Exception. Notwithstanding the provisions of clause 25.1, it is
Information), clause 20 (Limitation of Liability), clause 22 (Effect
expressly recorded that TELVIVA shall be entitled to cede and
of Termination), clause 23 (Dispute Resolution), clause 24 (Notices
assign all rights and obligations hereunder or in terms of the Order
and Domicilia) and clause 25 (General).
to any Affiliate of TELVIVA, or to any successor of all or
23. DISPUTE RESOLUTION substantially all of the business or assets of TELVIVA, provided that
23.1 Arbitration. In the event of there being a unresolved dispute TELVIVA shall notify CUSTOMER of such event within a reasonable
relating to or arising out of the Order, including regarding the time of it occurring.
scope, effect, validity, implementation, execution, interpretation, 25.3 Non-Exclusivity. Nothing in these terms or an Order shall be
rectification, termination or cancellation of the Order, then, save construed as precluding or limiting in any way the right of TELVIVA
where otherwise provided in the Order, such dispute shall be to license any technology or to provide products or services of any
finally resolved on the terms as provided for below: kind or nature whatsoever to any person or entity as TELVIVA in
TELVIVA Services Terms 8 Confidential
July 2026 Initial here:
its sole discretion deems appropriate. and construed according to the laws of the Republic of South
Africa and, subject to clause 23, the Parties agree to submit to the
25.4 Non-Solicitation. Neither Party shall during the currency of the
exclusive jurisdiction of the Western Cape High Court, Cape Town
Order or for a period of 12 (twelve) months following the
regarding any and all disputes arising in connection therewith.
termination thereof directly or indirectly solicit or offer
employment to any of the Personnel of the other Party, and shall 25.12 Costs. Each Party shall be responsible for its own legal and other
not employ or contract in any manner with any Personnel of the costs relating to the negotiation of the Order.
other Party. 25.13 Third Party Rights. Except where expressly provided to the
25.5 Reading Down. If a provision herein or in the Order is reasonably contrary, neither these terms nor any Order is intended to be for
capable of an interpretation which would make that provision the benefit of, and shall not be enforceable by, any person who is
valid and enforceable and an alternative interpretation that would not named as a Party to it, and neither Party can declare itself a
make it void, illegal, invalid or otherwise unenforceable, then that trustee of the rights under it for the benefit of any third party.
provision shall be interpreted, so far as is possible, to be limited Neither these terms nor any Order confers any enforceable
and read down to the extent necessary to make it valid and benefit on any Authorised User.
enforceable. 25.14 Publicity. Neither Party will make or issue any formal or informal
25.6 Severability. If the whole or any part of a provision herein or in announcement or statement to the press in connection with the
an Order is void or voidable by either Party or unenforceable or Order without the prior written consent of the other Party,
illegal, the whole or that part (as the case may be) of that provided that either Party may name the other of them as a
provision, shall be severed, and the remainder of these terms and customer or supplier, as applicable, and disclose the general
the Order shall have full force and effect, provided such severance nature of the overall arrangement between the Parties.
does not alter the nature of the Order as read with these terms. 26. SANCTIONS AND ANTI-BRIBERY
25.7 Relationship. The Parties act as independent contractors and 26.1 Sanctions. CUSTOMER warrants and represents that neither it nor
nothing in these terms or the Order shall be construed as creating any of its Authorised Users are on any government prohibited
any form of employment, agency or partnership between the person, sanctions, debarment, or exclusion list (collectively,
Parties and neither Party shall have any authority to bind, make “Sanctions Lists”) and CUSTOMER will immediately notify TELVIVA
representations or incur any liability on behalf of the other. if it or any of its Authorised Users is placed on any such Sanctions
25.8 Entire Agreement. The Order and these terms constitute the List and remove such Authorised User’s access to the TELVIVA
entire agreement between the Parties in respect of the subject Technology and TELVIVA Services if such Authorised User is placed
matter of such Order and no agreements, representations or on any Sanctions List.
warranties between the Parties other than those set out therein 26.2 Anti-Bribery. Each Party shall comply with the Anti-Bribery Laws
are binding on the Parties. applicable to it and shall ensure that none of its Personnel will
make any gift, payment, loan, reward, inducement, benefit or give
25.9 Variation. No amendment or modification to an Order shall be any other advantage to any member of the other Party’s
effective unless in writing and signed by authorised signatories of Personnel (i) to induce such person to improperly perform, or to
both CUSTOMER and TELVIVA. reward the person for the improper performance of, a relevant
25.10 Waiver. No latitude, granting of time or forbearance of a Party function or activity; or knowing or believing that the acceptance
hereto regarding the performance of the other Party shall be or of the advantage would itself constitute the improper
be deemed to be a waiver of any term or condition hereof or of performance of a relevant function or activity, or (ii) if such offer,
an Order and no waiver of any breach shall operate a waiver of payment, promise, gift or transfer would constitute a bribe,
any continuing or subsequent breach. No waiver shall be effective extortion, kickback or other unlawful or improper means of
unless it is expressly stated in writing and signed by the Party obtaining business or any commercial advantage, or acquiescence
giving it. thereto. The breach of this clause by a Party shall entitle the other
Party to terminate any Order with immediate effect.
25.11 Governing Law and jurisdiction. Unless expressly otherwise
agreed in an Order, these terms and all Orders shall be governed
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THE SCHEDULE
SECTION A: SUPPORT SERVICES
26.3 Scope of Support. The support services provided by TELVIVA hereunder will only include services in respect of “Errors”. TELVIVA may, upon the
request of CUSTOMER, provide support in respect of any problem that is not an “Error”, but may charge Professional Service Fees in respect of such
support. TELVIVA may also charge Professional Services Fees for all time reasonably spent and all expenses reasonably incurred by it in order to verify
that a problem reported to it by CUSTOMER is not an Error.
26.4 CUSTOMER Responsibilities. CUSTOMER shall be responsible for the maintenance of all components of the Customer Systems that are not provided
by TELVIVA and for providing a suitable operating environment for such Customer Systems. Furthermore, CUSTOMER shall be responsible to provide
support to its Authorised Users regarding the use of the TELVIVA Technology and TELVIVA Services. TELVIVA and CUSTOMER shall collaborate to
prepare a FAQ list to assist CUSTOMER in rendering such support.
26.5 TELVIVA Responsibilities. In consideration for payment of the relevant Fees, TELVIVA undertakes to provide support services in respect of all Errors
logged with TELVIVA. Such support will be limited to assisting with the resolution of Errors affecting the TELVIVA Technology or TELVIVA Services,
including by providing workarounds and coding fixes where reasonably possible.
26.6 Support Time Limits. If a maximum support time entitlement is agreed to apply to CUSTOMER, TELVIVA will not be obliged to provide any support
in excess of such entitlement. If TELVIVA does provide such additional support, TELVIVA will be entitled to charge Professional Services Fees for any
time spent providing such additional support.
26.7 Severity. When reporting an Error, CUSTOMER in consultation with TELVIVA will reasonably allocate a Severity Level to its support requests in
accordance with the table below.
Severity Level Definition of Severity
Severity 1 The TELVIVA Service is unavailable or is impaired to be practically unusable.
Severity 2 The TELVIVA Service is practically usable but materially impaired or degraded. Users are able
perform primary functions, although with increased effort or a workaround is provided.
Severity 3 The TELVIVA Service is available but moderately impaired or the problem can be circumvented
26.8 Logging. All problems logged by CUSTOMER must be reported to TELVIVA as follows:
26.8.1 All problems must be reported at TELVIVA’s service desk. TELVIVA will provide support during Support Hours only. All after hours support must be
pre-arranged with TELVIVA and will be chargeable at TELVIVA’s prevailing after hour rates. TELVIVA’s “Support Hours” are the hours from 08h00
to 17h00 (GMT+2 hours) on Business Days. Problems can be logged with TELVIVA’s service desk as follows:
(a) via email to support@telviva.co.za;
(b) or on +27 878 200 400;
26.8.2 At the time of first reporting the problem to TELVIVA, CUSTOMER will provide TELVIVA with the complete chronological history of the problem
from the moment it was first reported, as well as the steps taken and results obtained from first and second line support eff orts and CUSTOMER
will also to ensure that the appropriate support engineer is assigned by it and remains available to assist TELVIVA in resolving the problem.
26.9 Network Access. CUSTOMER will give TELVIVA and its authorised representatives controlled remote and direct network access to the Customer
Systems to resolve problems.
26.10 On-Site Support. The Parties will endeavour to attend to all problems by way of remote support. Should support be provided by TELVIVA on-site at
any Customer Site, CUSTOMER will refund all TELVIVA’s reasonable expenses in providing such support on-site at a Customer Site, including for
travel, accommodation and subsistence.
26.11 Escalation. CUSTOMER will provide a list of at least three responsible persons and contact numbers that TELVIVA may contact in the sequence as set
out in the list to escalate any Error logged to TELVIVA in respect of which CUSTOMER is required to provide assistance to TELVIVA.
26.12 Response. Depending on the severity level of the reported problem, TELVIVA will endeavour to respond to CUSTOMER in respect of all problems
reported and to provide a workaround or solution for Errors within the following time frames:
Severity Level of Problem Response Time Resolution Time
Severity 1 2 Support Hours 6 Support Hours
Severity 2 4 Support Hours 12 Support Hours
Severity 3 8 Support Hours N/A
26.13 Replacements. All replacement parts (except consumable parts) and replacements for purchased / rent-to-own User Devices that are under warranty
are inclusive of the Fees (save if necessitated by any Excluded Defect), but all replacement parts and replacements for User Devices provided after
the expiry of the applicable warranty will be chargeable. All replacement parts (except consumable parts) for leased Equipment where the need for
such parts results from normal wear and tear are inclusive of the Fees. All replacement parts and replacements for User Devices and Equipment
necessitated by any Excluded Defect are chargeable. The following further details the charges applicable to site call-out for repair or replacement of
items under warranty, out of warranty or under rental.
26.13.1 Purchased / Rent-to-own Equipment:
• Under warranty: Latent defect of device - No call-out fee will be billed to Customer
• Under warranty: Damage due to power surge, wilful damage or any other cause by the Customer for which supplier is not willing to repair /
replace - Customer will be liable for call-out & repair / replacement of device
• Out of warranty: Call out fee billed as well as repair / replacement of device
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26.13.2 Leased Equipment
• Both in and out of warranty: Latent defect of device - No call-out fee billed
• Both in and out of warranty: Damage due to power surge, wilful damage or any other cause by the Customer for which supplier is not willing to
repair / replace - Customer will be liable for call-out & repair / replacement of device
26.14 Upgrades. TELVIVA may from time to time release upgrades, updates or error corrections for the TELVIVA Technology (“Upgrades”). If the TELVIVA
Technology is implemented at a Customer Site, CUSTOMER will enable TELVIVA to install such Upgrades remotely by procuring that TELVIVA is
provided with the necessary remote and direct network access. CUSTOMER will install all Upgrades that cannot be installed by TELVIVA as soon as
reasonably possible, but in any event by the date specified for implementation by TELVIVA in the release, or failing such specification, within 1 (one)
month of the date of being notified in writing of the release. If an Upgrade is not implemented within the specified period, and provided that TELVIVA
has given CUSTOMER at least 30 (thirty) days written notice of its intention to do so, then, until such time as the relevant Upgrade is installed,
TELVIVA shall be entitled to suspend its provision of Support Services to CUSTOMER in respect of the relevant TELVIVA Technology.
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