International Master Service Agreement - MTN Business

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11 INTELLECTUAL PROPERTY11.1 The Customer acknowledges:11.1.1 that any and all patents, registered and unregistered designs, copyrights, trademarks and all other intellectualproperty rights whatsoever and wheresoever enforceable, which are used in connection with the Serviceand/or Service Equipment, shall remain the sole property of MTN Business or MTN Business Affiliates; and11.1.2 without limitation to the foregoing, that the Customer shall not be entitled to use the name, trademarks, tradenames or other proprietary identifying marks or symbols of MTN Business or MTN Business affiliates withoutthe prior written consent of MTN Business which consent can be withdrawn at any time.11.2 The Customer warrants that any domain name registered or administered on its behalf will not contravenethe trademark or other intellectual property rights of any third party and that it shall comply with the rules andprocedures of the applicable domain name authorities, registries and registrars. The Customer shallindemnify MTN Business in respect of any and all losses, damages, costs and expenses arising from or inconnection with breach of this Clause 11.2. The Customer irrevocably waives any claims against MTNBusiness which may arise from the acts or omissions of domain name registries, registrars or otherauthorities.11.3 Internet Protocol (IP) addresses assigned to the Customer by MTN Business in connection with an InternetService shall be used solely in connection with the Internet Service. If such Internet Service is discontinuedfor any reason (including termination of the Agreement or the Internet Service), the Customer’s right to usethe IP addresses shall immediately cease and the IP addresses shall be returned immediately to MTNBusiness. Any breach of this Clause 11.3 is a material breach of the Agreement.11.4 If the Customer does not move the domain name(s) registered by MTN Business to another Internet providerwithin one month after termination of the Agreement and/or the Internet Service, MTN Business reserves theright to terminate the domain name(s) registered by MTN Business for the Customer with the applicabledomain name authorities, registries and registrars.12 CONFIDENTIALITY12.1 Subject to Clause 12.2, MTN Business, the Customer, and each Party hereunder, shall:12.1.1 only use Confidential Information for the purposes of this Agreement;12.1.2 only disclose Confidential Information to a third party with the prior written consent of the other Party. (MTNBusiness may disclose Confidential Information to MTN Business affiliates or to its employees, agents orcontractors, including professional advisors or auditors, and Customer may disclose Confidential Informationto Customer Affiliates for the purposes of this Agreement); and12.1.3 ensure that any third party to whom Confidential Information is disclosed executes a confidentialityundertaking substantially similar to the terms of this Clause 12.12.2 The provisions of Clause 12.1 shall not apply to any Confidential Information which: (i) is in or comes into thepublic domain other than by breach of this Clause 12; or (ii) is or has been independently generated by therecipient Party; or (iii) is properly disclosed pursuant to a separate written consent or a statutory obligation,the order of a court of competent jurisdiction or the requirement of a competent regulatory body.13 ASSIGNMENTNeither Party may assign, charge, transfer or otherwise dispose of this Agreement, any Service Order, or anyrights or obligations therein in whole or in part, without the written consent of the other Party (which consentshall not be unreasonably withheld or unduly delayed), except that MTN Business may assign any and all ofits rights and obligations hereunder: (i) to any MTN Business Affiliate; (ii) to a third party pursuant to any saleor transfer of substantially all the assets or business of MTN Business or a MTN Business Affiliate; or (iii) to athird party pursuant to any financing, merger, or reorganisation of MTN Business or a MTN Business Affiliate.14 GENERAL14.1 Severability. If any provision of this Agreement, including any limitation, is held by a court or anygovernmental agency or authority to be invalid, void or unenforceable, the remainder of this Agreement shallnevertheless remain legal, valid, and enforceable.14.2 No Waiver. Failure or delay by either Party to exercise or enforce any right or benefit conferred by thisAgreement, including MTN Business’ right to deliver invoices in accordance with Clause 4, shall not bedeemed to be a waiver of any such right or benefit nor operate so as to bar the exercise or enforcementthereof or of any other right or benefit on any later occasion.14.3 Relationship. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shallconstitute or be deemed to constitute between the Parties a partnership, agency, association, joint venture orother co operative entity.14.4 Third Party Beneficiaries. Except as otherwise contemplated by this Agreement, nothing herein will createor confer any rights or other benefits in favour of any person other than the Parties.14.5 Variation. This Agreement (or any part thereof) shall be modified only by the written agreement of theParties.
15 NOTICESExcept as otherwise expressly provided for herein, any notice required or authorised to be given under thisAgreement shall be in writing and delivered (i) by prepaid registered post or (ii) by facsimile transmission or(iii) by hand, to the address stated above, and shall be deemed to have been served, in respect of (i) 14 daysafter such posting and in respect of (ii) and (iii) on the next business day after the date of such transmissionor delivery. Notwithstanding the aforementioned, technical and service related notices relating to the Servicesshall be sufficient if transmitted to the Customer’s designated point of contact by e-mail and/or SMS(whichever is more appropriate in the circumstances) and shall be deemed to have been served on thetransmission date of such e-mail and/or SMS.16 ENTIRE AGREEMENTThis Agreement sets out the entire and exclusive agreement between MTN Business and the Customersuperseding all prior or contemporaneous representations, agreements or understandings concerning thesubject matter addressed herein. No oral or written explanation or oral or written information provided shallalter the interpretation of this Agreement. The Customer confirms that, in agreeing to enter into thisAgreement and/or a Service Order, it has not relied on any representation except as set out herein and theCustomer agrees that it shall have no remedy in respect of any misrepresentation which has not become aterm of this Agreement, excluding any fraudulent misrepresentation.17 DISPUTE RESOLUTION17.1 In the event of a dispute concerning this Agreement, each Party shall in the first instance promptly bring thedispute to the attention of a Director or similar person in a management position.17.2 If the Customer wishes to dispute any invoice or part of an invoice falling due in accordance with Clause 4.7,the Customer shall, before the invoice is payable, deliver a notice in writing to MTN Business setting out thenature of its dispute, including: (i) date and number of disputed invoice; (ii) amount in dispute; (iii) reason fordispute; and (iv) supporting documentation, in as far as such documentation is available. Any undisputed partof a disputed invoice shall be paid by the Customer in accordance with Clause 4.7.17.3 The Parties shall use all reasonable endeavours to resolve such payment disputes as soon as is reasonablypracticable.18 CUSTOMER DATA AND PRIVACY18.1 The Customer acknowledges that MTN Business or its agents will, by virtue of the provision of Services,come into possession of Customer Data.18.2 MTN Business shall implement appropriate technical and organisational measures to protect Customer Dataagainst accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or accessand against other unlawful forms of processing. The Customer acknowledges that it has right to accessRegulated Customer Data upon written notice and have any agreed errors in such Regulated Customer Datarectified.18.3 The Customer acknowledges and agrees that MTN Business and its agents may use, process and/ortransfer Customer Data (including intra-group transfers and transfers to entities in countries that do notprovide statutory protections for personal information):18.3.1 in connection with the provision of Services;18.3.2 to incorporate Customer Data into databases controlled by MTN Business for the purpose of administration,provisioning, billing and reconciliation, verification of Customer identity and solvency, maintenance, supportand product development, fraud detection and prevention, sales, revenue and customer analysis andreporting, market and customer use analysis, and18.3.3 to communicate to the Customer by voice, letter, fax or email regarding products and services of MTNBusiness or its MTN Business Affiliates.The Customer may withdraw consent for such use, processing or transfer of Customer Data as setout above, unless it is required to (i) provision, manage, account and bill for the Services; (ii) carryout fraud detection; or (iii) comply with any statutory obligation, regulatory requirement or court orother public authority order, by sending written notice to MTN Business in accordance with theprescribed form, available from MTN Business on request.18.4 The Customer warrants that it has obtained and will obtain all legally required consents and permissions fromrelevant parties (including data subjects) for the use, processing and transfer of Customer Data as describedin this Clause 18.19 GOVERNING LAW AND JURISDICTIONThis Agreement shall be governed and construed in accordance with South African law, and MTN Businessand the Customer irrevocably agree to the exclusive jurisdiction of the South African courts.
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International Master Service Agreement - MTN Business

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