International Master Service Agreement - MTN Business

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other becomes subject to an administration order or enters into any voluntary arrangement with its creditorsor ceases or threatens to cease to carry on business, or undergoes or is subject to any analogous acts orproceedings under any foreign law;7.3.4 in the event of a Force Majeure Event, which has application to all Services then provided hereunder, andwhich subsists for a continuous period exceeding three (3) months; or7.3.5 where, after expiry of any applicable Initial Service Term(s), no Services have been provided under thisAgreement for a continuous period exceeding three (3) months.7.4 MTN Business may terminate this Agreement (or the relevant Service) immediately by notice if a suspensionof a Service pursuant to Clauses 6.1.4, 6.1.5 or 6.1.6 has continued for a period of at least two (2)consecutive months.7.5 If MTN Business has reasonable grounds to consider that there has been a violation of Clause 8.5.2, MTNBusiness may notify the Customer and require it to remedy the violation:7.5.1 in the event of an incident involving a violation of public law or regulation or an imminent threat to the IPNetwork, immediately; or7.5.2 in all other cases, within forty-eight (48) hours.If the Customer fails to notify MTN Business that such a remedy has been effected in accordance with thisClause 7.5 or if MTN Business reasonably determines that the violation is continuing or is likely to occuragain, MTN Business may terminate this Agreement (or relevant Internet Service) immediately upon notice tothe Customer.7.6 Notwithstanding the provisions of Clauses 7.2 and 7.3, MTN Business may terminate this Agreement (or therelevant Service) on five (5) Business Days’ notice if the Customer fails to make any payment, when due, inaccordance with the terms of this Agreement.7.7 Without prejudice to accrued rights or obligations, upon termination of this Agreement:7.7.1 all Service Orders and accompanying Services shall terminate immediately;7.7.2 notwithstanding the provisions of Clause 4, all accrued Charges not yet invoiced shall become due and shallbe paid by the Customer immediately on receipt of an invoice; and7.7.3 each Party shall promptly return to the other Party all copies of the other Party’s Confidential Information and,if requested, verify to the other Party that it has done so.7.8 Termination of this Agreement shall not affect the continuation, to the extent necessary, of Clauses 1, 2.2,2.4, 3.2, 4, 5.3, 6.3, 6.4, 7.8, 8.3, 8.5, 9, 11, 12, 14, 15, 16, 17 and 19.8 CUSTOMER OBLIGATIONS8.1 The Customer shall grant or shall procure the grant to MTN Business of such rights of access to eachCustomer Site, including any necessary licences, waivers or consents to enable it to perform its obligationsor exercise its rights under this Agreement. The Customer shall advise MTN Business in writing of all healthand safety rules and regulations and any other reasonable security requirements applicable at the CustomerSite, and MTN Business shall use all reasonable endeavours to observe and ensure that its employees andauthorised representatives observe such regulations and requirements as advised whilst at the CustomerSite.8.2 The Customer shall provide MTN Business with such facilities and information as MTN Business mayreasonably require, to enable it to perform its obligations or exercise its rights under this Agreement.8.3 The Customer warrants and undertakes that it shall:8.3.1 use the Service Equipment only for the purpose of receiving the Service and in accordance with MTNBusiness’ reasonable instructions from time to time and/or any software licence that may be provided withthe Service Equipment;8.3.2 not move, modify, relocate, or in any way interfere with the Service Equipment (or any words or labels on theService Equipment) or the Network;8.3.3 not cause the Service Equipment to be repaired or serviced except by an authorised representative of MTNBusiness;8.3.4 insure and keep insured all Service Equipment installed at each Customer Site against theft and damage;8.3.5 not create or allow any charges, liens, pledges or other encumbrances to be created over the ServiceEquipment. Title to the Service Equipment shall at all times belong and remain with MTN Business or itssubcontractor;8.3.6 permit MTN Business to inspect, test, maintain and replace the Service Equipment at all reasonable times;8.3.7 comply with MTN Business’ reasonable instructions in relation to the modification of the Customer Equipmentto enable the Customer to receive the Service, at its own expense; and8.3.8 upon termination of a Service, allow MTN Business access to each Customer Site to remove the ServiceEquipment. Should any construction or alteration to the Customer Site have occurred to facilitate anyService, MTN Business is not obliged to restore the Customer Site to the same physical state as prior toService delivery.The Customer shall be liable for any and all damage to Service Equipment or the Network which is caused
y (i) the act or omission of the Customer or the Customer's breach of the terms of this Agreement; or (ii)malfunction or failure of any equipment or facility provided by the Customer or its agents, employees, orsuppliers, including but not limited to the Customer Equipment, nor shall MTN Business be liable for anycosts incurred by Customer arising out of any malfunction or failure of any such equipment or facility,including Customer Equipment.8.4 The Customer warrants that it holds and shall continue to hold such licences and/or other authorisations asare required under any relevant legislation, regulation or administrative order, to receive the Services and torun and connect the Customer Equipment to the Network and Service Equipment. MTN Business reservesthe right to disconnect any Customer Equipment where the Customer has failed to comply with the provisionsof this Clause 8.4 and MTN Business shall in no event be liable in respect of the Customer’s failure to complywith this Clause 8.4.8.5 The Customer warrants and undertakes that it shall in its use of:8.5.1 the Services, comply with any relevant legislative and regulatory provisions and shall not use the Services forany illegal or immoral purpose; and8.5.2 any Internet Service, comply with the then current version of the MTN Business Acceptable Use Policy (the"Policy") for the country in which the Service is ordered (and in the event that no Policy exists for thatcountry, MTN Business' South African Policy shall apply). The applicable Policy shall be available at thefollowing URL: http://www.mtnbusiness.co.za/Legal. The Customer shall, prior to commencing its use of theInternet Service, read and understand the Policy. MTN Business reserves the right to change the Policy fromtime to time, effective upon posting of the revised Policy at the URL or other notice to the Customer.The Customer shall indemnify MTN Business in respect of any and all losses, damages, costs or expensesresulting from or arising out of any breach of the warranties set out in this Clause 8.5 and/or any third partyclaim or allegation arising out of or relating to the use of the Service, and which relates to any act or omissionof the Customer which is, or if substantiated would be, a breach of this Clause 8.5.9 LIABILITY9.1 Subject to Clause 9.5 but otherwise notwithstanding anything else in this Agreement, each Party's totalliability to the other in contract, tort (including negligence or breach of statutory duty) or otherwise arising inconnection with this Agreement, except in respect of any liability arising pursuant to the Customer'sobligations set out in Clauses 4 and 8.5, shall be limited to:9.1.1 R1,000,000 (one million Rand) per event or series of connected events or six times the value of the averagemonthly billing of the affected Service Order (the average being calculated using three months of billing priorto the aforementioned event or series of connected events), whichever is the lesser amount; and9.1.2 notwithstanding Clause 9.1.1, a maximum of R2,000,000 (two million Rand) in aggregate in any twelve (12)month period or twelve times the value of the average monthly billing of the affected Service Order (theaverage being calculated using three months of billing prior to the aforementioned event or series ofconnected events), whichever is the lesser amount.For the avoidance of doubt, for the purposes of this Clause 9.1, the limits on liability expressed above arecumulative and apply across all Services.9.2 Subject to Clause 9.5 but otherwise notwithstanding anything else in this Agreement, neither Party shall inany event be liable to the other for indirect or consequential losses or otherwise for harm to business, loss ofrevenues, loss of anticipated savings or lost profits, whether or not reasonably foreseeable at the time whenthe Agreement was entered into.9.3 The Customer acknowledges that MTN Business is unable to exercise editorial or other control over anycontent placed on or accessible through the Customer’s use of the Services and MTN Business shall haveno liability as to the quality, content or accuracy of information received through or as a result of the use ofthe Services.9.4 In the event that the Customer does not meet any liability to MTN Business arising out of or in connectionwith this Agreement and/or any of the Service Orders (including but not limited to the payment of theCharges), the Customer acknowledges and agrees that it is jointly and severally liable to MTN Business inrespect of any such liability and MTN Business may demand that the Customer satisfies such liability inwhole or in part.9.5 Nothing in this Agreement shall serve to limit either Party's liability in respect of death or personal injurycaused by or arising from its negligence.10 FORCE MAJEURENotwithstanding anything herein to the contrary, neither Party shall be liable to the other for any delay orfailure in performance of any part of this Agreement (other than for payment obligations set out in Clause 4)to the extent such delay or failure is attributable to a Force Majeure Event. Subject to Clauses 7.2 and 7.3,any such delay or failure shall suspend this Agreement until the Force Majeure Event ceases and theaffected Initial Service Term(s) shall be extended by the length of the suspension.
Page 1 and 2: International Master Services Agree
Page 3 and 4: "Installation Charge" or "Start Up
Page 5: 5 SERVICE PERFORMANCE5.1 In perform
Page 9 and 10: 15 NOTICESExcept as otherwise expre

International Master Service Agreement - MTN Business

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