SouthSync (Pty) Ltd Terms & Conditions

1. Introduction

1.1 Purpose

These Terms & Conditions (the "Agreement") govern the provision of services by SouthSync (Pty) Ltd ("SouthSync") to the Client. This document outlines the rights and obligations of both parties.

1.2 Scope

This Agreement applies to all services provided by SouthSync, whether explicitly mentioned herein or subsequently added, and supersedes any prior agreements or understandings, whether oral or written.

2. Definitions

2.1 "Account"

The Client's record with SouthSync, containing information necessary for billing, service administration, and communication.

2.2 "Agreement"

These Terms & Conditions, including all schedules, appendices, exhibits, attachments, referenced policies (including but not limited to the Acceptable Use Policy and Privacy Policy), and any Service Orders or other mutually agreed-upon written documents that incorporate these Terms & Conditions by reference.

2.3 "AUP" or "Acceptable Use Policy"

SouthSync's policy, as amended from time to time, governing the Client's use of the Services to ensure responsible, lawful, and ethical utilization of the network, systems, and resources, available at https://www.techtarget.com/whatis/definition/acceptable-use-policy-AUP or as otherwise notified to the Client.

2.4 "Billing Cycle"

The recurring period, typically monthly, for which SouthSync invoices the Client for Services. The Billing Cycle start and end dates are specified in the Service Order or as otherwise notified to the Client.

2.5 "Business Day"

Monday to Friday, from 08:00 to 17:00 South African Standard Time (SAST), excluding South African public holidays.

2.6 "Charges"

Fees payable by the Client to SouthSync for the provision of Services, as detailed in the Service Order, price list, or other agreed-upon documentation, including but not limited to recurring service fees, usage fees, installation fees, and late payment fees.

2.7 "Client"

The individual, company, or legal entity that has entered into this Agreement with SouthSync for the provision of Services.

2.8 "Client Content"

Any data, information, content, or material that the Client or its users transmit, store, or process using the Services, including but not limited to websites, emails, databases, files, and applications.

2.9 "Confidential Information"

Any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financial information, customer lists, technical data, and trade secrets.

2.10 "Contract Effective Date"

The date on which this Agreement comes into effect, as specified in the Service Order or, if no specific date is specified, the date on which SouthSync first provides Services to the Client.

2.11 "Device"

Any equipment, hardware, software, or peripheral used by the Client to access or utilize the Services.

2.12 "Emergency Maintenance"

Unscheduled maintenance performed by SouthSync to address critical service-affecting issues, security vulnerabilities, or other urgent situations.

2.13 "Equipment"

Any hardware, software, or other equipment provided by SouthSync to the Client, either for purchase or rental, for use in connection with the Services. This may include but is not limited to routers, modems, cables, and other network devices.

2.14 "Fair Use Policy"

(See "AUP")

2.15 "Fees"

(See "Charges")

2.16 "Force Majeure Event"

Any event beyond a party's reasonable control, including but not limited to acts of God, war, terrorism, riots, civil unrest, labor disputes, fires, floods, earthquakes, power outages, and governmental actions.

2.17 "Hosting Services"

The provision of server space, data storage, and related resources by SouthSync to enable the Client to store and access Client Content.

2.18 "Initial Term"

The initial period of service specified in the Service Order, during which the Agreement remains in effect.

2.19 "Intellectual Property Rights"

All patent rights, copyright rights, trademark rights, trade secret rights, moral rights, and any other intellectual property rights, whether registered or unregistered, and all applications for any of the foregoing.

2.20 "LTE Services"

The provision of wireless communication services using Long-Term Evolution technology.

2.21 "Monthly Recurring Charge (MRC)"

The fixed monthly fee payable by the Client for ongoing access to the Services, as specified in the Service Order.

2.22 "Network"

The telecommunications network and infrastructure owned, operated, or leased by SouthSync, used to provide the Services.

2.23 "Personal Information"

Information relating to an identifiable, living, natural person, and where it is applicable, an identifiable, existing juristic person, as defined by the Protection of Personal Information Act (POPIA) of South Africa.

2.24 "Privacy Policy"

SouthSync's policy, as amended from time to time, governing the collection, use, and disclosure of Client data, available at https://southsync.co.za/privacy/ or as otherwise notified to the Client.

2.25 "Renewal Term"

The period for which the Agreement is automatically renewed after the Initial Term, as specified in the Agreement or Service Order.

2.26 "Service(s)"

The services, including any related software, hardware, or support, provided by SouthSync to the Client under this Agreement, as detailed in the Service Order.

2.27 "Service Activation Date"

The date on which SouthSync makes the Services available to the Client.

2.28 "Service Order"

The written or electronic request or order form, including any online sign-up process, submitted by the Client for the provision of specific Services, which incorporates these Terms and Conditions by reference.

2.29 "SLA" or "Service Level Agreement"

SouthSync's commitment to providing specific levels of service availability, performance, and support, if applicable, as detailed in a separate document or schedule.

2.30 "Software"

Any computer programs, applications, or code provided by SouthSync or used by the Client in connection with the Services.

2.31 "South Africa"

The Republic of South Africa.

2.32 "SouthSync"

SouthSync (Pty) Ltd, a company registered in South Africa, with its registered address at.

2.33 "Support Services"

The technical support provided by SouthSync to the Client in connection with the Services, as described in SouthSync's support policies.

2.34 "Terms and Conditions"

This document, which constitutes the standard terms and conditions for the provision of Services by SouthSync.

2.35 "User"

Any individual who accesses or uses the Services through the Client's account.

2.36 "Usage Fees"

Charges based on the Client's consumption of Service resources, such as data transfer, storage, or processing, as detailed in the Service Order or price list.

3. Account and Billing

3.1 Account Creation and Management

3.1.1 Account Information Accuracy

• The Client warrants that all information provided during the account registration process is accurate, complete, and current. This includes, but is not limited to, the Client's legal name (or business name), physical address, postal address, email address, telephone number(s), and payment details.
• The Client has a continuing obligation to update and maintain the accuracy of this information. SouthSync shall not be held liable for any errors or delays in service or communication resulting from inaccurate or outdated Client information.

3.1.2 Account Security

• The Client is solely responsible for maintaining the confidentiality of their account login credentials, including usernames, passwords, and any other authentication factors.
• The Client agrees to take all necessary precautions to prevent unauthorized access to their account. This includes, but is not limited to:
  • Using strong, unique passwords that are not easily guessable.
  • Changing passwords regularly.
  • Not sharing login credentials with any third party.
  • Implementing appropriate security measures on their own systems and devices.
• The Client shall be held liable for all activities that occur under their account, whether authorized or unauthorized, until SouthSync is notified of any security breach.

3.1.3 Notification of Changes

• The Client must promptly notify SouthSync of any changes to their account information, including but not limited to:
  • Changes to the billing address or contact details.
  • Changes to the primary contact person.
  • Changes to payment information (e.g., credit card expiry date, bank account details).
• Notifications of changes must be provided in writing (e.g., email, or through the SouthSync client portal) and must include sufficient information to identify the account.

3.1.4 Account Verification

• SouthSync reserves the right to request verification of the Client's account information at any time. This may include, but is not limited to, providing copies of identification documents, proof of address, or other supporting documentation.
• The Client agrees to cooperate fully with any such verification requests in a timely manner. Failure to comply may result in suspension or termination of the Client's account.

3.1.5 Account Transfer

• The Client may not transfer or assign their account to any other party without the prior written consent of SouthSync.
• Any unauthorized transfer or assignment shall be considered a breach of this Agreement and may result in termination of the Client's account.

3.1.6 Account Closure Requests

• The Client may request closure of their account by providing written notice to SouthSync.(Any notices submitted in the last 5 days of the month will not be proccesed)
• Specific procedures and any applicable fees for account closure will be provided by SouthSync upon request.(Any notices submitted in the last 5 days of the month will not be proccesed)

3.2 Billing and Payment

3.2.1 Billing Cycle

• The Client acknowledges and agrees that service fees are billed in advance on a recurring basis, with the billing cycle commencing on the Service Activation Date, unless otherwise specified in the Service Order.
• The standard billing cycle is monthly. However, alternative billing cycles may be available and agreed upon in writing between SouthSync and the Client.
• Invoices will be generated on the 1st of every month.

3.2.2 Invoice Delivery

• Invoices will be delivered to the Client via electronic means, primarily to the Client's designated email address on file.
• The Client is responsible for ensuring that the provided email address is valid and capable of receiving invoices.
• The Client may request to receive invoices via alternative methods (e.g., postal mail), subject to SouthSync's approval and any applicable administrative fees.

3.2.3 Payment Due Date

• Payment is due on the [8th] day of each month, unless otherwise specified in the Service Order.
• If the payment due date falls on a weekend or public holiday, the payment is due on the next Business Day.

3.2.4 Acceptable Payment Methods

• The following payment methods are acceptable:
  • Electronic Funds Transfer (EFT) to SouthSync's designated bank account.
  • Direct deposit into SouthSync's designated bank account.
  • Credit card payments (Visa, Mastercard) – if applicable.
  • Approved online payment platforms.
  • Other payment methods as explicitly agreed upon in writing by SouthSync.
• SouthSync reserves the right to modify the acceptable payment methods at any time, provided that reasonable notice is given to the Client.

3.2.5 Late Payment Penalties

• If payment is not received by SouthSync on or before the payment due date, the Client's account will be considered delinquent.
• SouthSync may impose the following late payment penalties:
  • A late payment fee of R25 will be charged for each month that the payment remains overdue.
  • SouthSync reserves the right to suspend or restrict the Client's access to the Services until the outstanding balance is paid in full.

3.2.6 Service Suspension/Termination for Non-Payment

• If payment remains outstanding for 5 days after the payment due date, SouthSync may, at its sole discretion, suspend the Client's access to the Services.
• SouthSync will make reasonable efforts to notify the Client of the impending service suspension. However, SouthSync shall not be held liable for any damages resulting from service suspension due to non-payment.
• If payment remains outstanding for 30 days after service suspension, SouthSync may terminate the Client's account and this Agreement.

3.2.7 Reconnection Fees

• If the Client's service is suspended due to non-payment and the Client wishes to restore the service, a reconnection fee of R99 will be payable prior to service restoration.
• SouthSync does not guarantee that service can be restored, and restoration is subject to network availability and other factors.

3.2.8 Prorated Billing

• Prorated billing may apply in certain circumstances, such as:
  • Service activation in the middle of a billing cycle.
  • Service termination prior to the end of a billing cycle.
• The method of calculating prorated charges will be determined by SouthSync and will be fair and reasonable.
• SouthSync reserves the right to determine whether and to what extent prorated billing will apply in any given situation.

3.2.9 Payment Disputes

• If the Client disputes any charges on an invoice, they must notify SouthSync in writing within 8 days of the invoice date.
• The notification must include detailed information regarding the disputed charges and any supporting documentation.
• SouthSync will investigate the disputed charges and make a determination within 24 hours of receiving the notification.
• The Client remains responsible for paying any undisputed charges while the dispute is under investigation.
• SouthSync's determination of the disputed charges shall be final and binding.

3.3 Service Modifications

3.3.1 Upgrade/Downgrade Procedures

• The Client may request to upgrade or downgrade their service plan or add or remove service features by submitting a written request to SouthSync.
• SouthSync will provide the Client with information regarding the available service plans, features, and pricing.
• Service upgrades will be processed as soon as reasonably possible. Service downgrades may be subject to certain conditions and may take longer to implement.
• SouthSync reserves the right to refuse any service modification request at its sole discretion.

3.3.2 Pricing Changes for Modifications

• Changes to the service plan or features may result in changes to the Client's monthly recurring charge (MRC) or other fees.
• SouthSync will notify the Client of any applicable pricing changes prior to implementing the requested modification.
• The Client is responsible for reviewing and accepting any pricing changes before proceeding with the service modification.

3.3.3 Effective Date of Changes

• The effective date of any service modification will be determined by SouthSync and communicated to the Client.
• Typically, upgrades will be effective immediately or on the next billing cycle date, while downgrades may be effective at the end of the current billing cycle.

3.3.4 Limitations on Modifications

• SouthSync may impose certain limitations on service modifications, such as:
  • Restrictions on the frequency of changes.
  • Minimum contract terms for certain plans.
  • Availability of specific features or plans.
• SouthSync will inform the Client of any such limitations prior to processing the modification request.

3.4 Taxes

3.4.1 Client Responsibility

• The Client is solely responsible for the payment of all applicable taxes, duties, levies, and other governmental charges imposed on or in connection with the Services, excluding taxes based on SouthSync's net income.

3.4.2 SouthSync's Collection and Remittance

• SouthSync will collect and remit any applicable taxes, such as Value Added Tax (VAT), as required by law.
• The amount of any applicable taxes will be added to the Client's invoice.
• If the Client is exempt from any taxes, they must provide SouthSync with valid exemption documentation.

4. Service Provision

4.1 Service Level Agreement (SLA)

4.1.1 Uptime Guarantees

• SouthSync will make commercially reasonable efforts to provide the Services with an uptime of 99% per month.
• "Uptime" shall be defined as the availability of the core Service functions, excluding scheduled maintenance, emergency maintenance, and Force Majeure Events.
• SouthSync will monitor Service availability and provide reports to the Client upon request.

4.1.2 Performance Metrics

• SouthSync will strive to maintain the following performance metrics for the Services:
  • Latency: Average latency of 50ms within the SouthSync network.
  • Bandwidth: Committed bandwidth as specified in the Service Order.
  • Packet Loss: Average packet loss not exceeding 0.1% within the SouthSync network.
• These metrics are targets and not guarantees, and actual performance may vary depending on various factors, including network congestion, Client equipment, and internet conditions.

4.1.3 Support Response Times

• SouthSync will provide support to the Client according to the following response time guidelines:
  • Critical Issues (Service outage): Initial response within 1 hour.
  • High Priority Issues (Significant service degradation): Initial response within 4 hours.
  • Normal Priority Issues (General inquiries): Initial response within 1 Business Day.
• "Initial response" means acknowledgement of the issue and commencement of investigation. Resolution time will vary depending on the complexity of the issue.

4.1.4 Outage Credits or Remedies

• If SouthSync fails to meet the uptime guarantee, the Client may be eligible for service credits as follows:
  • Credit will be calculated on a per day basis or as SouthSync deems necessary.
  • The maximum credit in any given month shall not exceed 30% of the MRC for the affected Service, unless the severity of the outage exceeds acceptable time.
  • To be eligible for a credit, the Client must submit a written claim to SouthSync within 7 days of the occurrence of the downtime.
  • Credits will be applied to the Client's subsequent invoices.

4.1.5 Exclusions

• The SLA does not apply to downtime or performance issues caused by:
  • Scheduled maintenance.
  • Emergency maintenance.
  • Force Majeure Events.
  • Client's actions or inactions.
  • Client's equipment or software.
  • Network outages or issues outside of SouthSync's reasonable control.
  • AUP violations by the Client.
• SouthSync will provide reasonable notice of scheduled maintenance whenever possible.

4.2 Fair Use Policy (AUP)

4.2.1 Prohibited Activities

• The Client shall not use the Services for any illegal, unethical, or unauthorized purpose, including but not limited to:
  • Violation of any applicable laws, regulations, or ordinances.
  • Infringement of any intellectual property rights, including copyright, trademark, patent, or trade secret infringement.
  • Unauthorized access to or use of any computer systems, networks, or data.
  • Distribution of viruses, worms, Trojan horses, or other malicious code.
  • Spamming or sending unsolicited bulk email.
  • Denial-of-service (DoS) attacks or other activities that disrupt network services.
  • Harassment, abuse, or threats against any individual or entity.
  • Transmission or storage of illegal, obscene, defamatory, or offensive content.
  • Fraudulent activities.
  • Resale of Services without SouthSync's explicit written consent.
  • Any activity that interferes with SouthSync's ability to provide Services to other clients.

4.2.2 Resource Usage Limits

• The Client's use of Service resources, such as bandwidth, storage, and processing power, may be subject to certain limits as specified in the Service Order or other documentation.
• SouthSync reserves the right to monitor resource usage and take action to enforce these limits.
• Excessive use of resources that negatively impacts other clients or the SouthSync network is prohibited.
• Specific resource usage limits may vary depending on the Service plan.

4.2.3 Consequences of AUP Violations

• SouthSync reserves the right to take any action it deems necessary to enforce the AUP, including but not limited to:
  • Issuing warnings.
  • Suspending or restricting the Client's access to the Services.
  • Terminating the Client's account.
  • Reporting illegal activities to law enforcement.
  • Imposing additional charges for excessive resource usage.
• SouthSync shall not be liable for any damages resulting from enforcement of the AUP.
• The Client shall be responsible for any costs incurred by SouthSync as a result of the Client's AUP violations.

4.3 Network Management

4.3.1 SouthSync's Right to Manage

• SouthSync reserves the right to manage its network to ensure optimal performance, security, and reliability for all clients.
• Network management activities may include, but are not limited to:
  • Allocating bandwidth.
  • Prioritizing traffic.
  • Implementing security measures.
  • Filtering traffic.
  • Performing maintenance.

4.3.2 Maintenance Procedures and Schedules

• SouthSync will perform necessary maintenance on its network and systems.
• SouthSync will provide reasonable notice to the Client of scheduled maintenance whenever possible.
• Emergency maintenance may be performed without prior notice if necessary to protect the network or the integrity of the Services.
• SouthSync will make reasonable efforts to minimize the impact of maintenance on the Client's use of the Services.

4.3.3 Security Measures

• SouthSync will implement reasonable security measures to protect its network and systems from unauthorized access and use.
• These measures may include, but are not limited to:
  • Firewalls.
  • Intrusion detection systems.
  • Virus scanning.
  • Security patches.
• SouthSync does not guarantee the security of data transmitted over its network and shall not be liable for any security breaches unless caused by its gross negligence or willful misconduct.

4.3.4 Traffic Prioritization

• SouthSync may prioritize certain types of network traffic to ensure optimal performance of critical services.
• Traffic prioritization will be implemented in a fair and non-discriminatory manner.
• SouthSync will provide information about its traffic prioritization policies upon request.

4.4 Service Availability and Interruptions

4.4.1 SouthSync's Efforts

• SouthSync will make commercially reasonable efforts to provide reliable and uninterrupted Services to the Client.
• However, the Client acknowledges that service interruptions may occur due to various factors, including network congestion, equipment failures, software issues, and external events.

4.4.2 Scheduled Maintenance Notification

• SouthSync will provide the Client with reasonable notice of scheduled maintenance that may affect the availability of the Services.
• Notification will be provided via email, messaging, website posting, or client portal.
• SouthSync will endeavor to schedule maintenance during off-peak hours to minimize disruption.

4.4.3 Unforeseen Interruptions

• SouthSync shall not be liable for any service interruptions caused by Force Majeure Events or other events beyond its reasonable control.
• Force Majeure Events may include, but are not limited to:
  • Acts of God.
  • War or terrorism.
  • Riots or civil unrest.
  • Natural disasters.
  • Power outages.
  • Governmental actions.

4.4.4 Limitation of Liability

• To the maximum extent permitted by applicable law, SouthSync shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or relating to any service interruptions, delays, or failures, even if SouthSync has been advised of the possibility of such damages.
• SouthSync's liability for any service interruption shall be limited to the service credits specified in the SLA (if applicable).

4.5 Support and Maintenance

4.5.1 Support Channels

• SouthSync will provide technical support to the Client through the following channels:
  • Telephone: 063 605 1305
  • Email: support@southsync.co.za
  • Online Chat: Whatsapp
  • Client Portal: https://southsync.co.za/login/

4.5.2 Support Hours

• SouthSync's standard support hours are Monday to Friday, 08:00 to 17:00 SAST.
• Emergency support may be available outside of standard support hours, as outlined in SouthSync's support policies.

4.5.3 Response Time Expectations

• SouthSync will make reasonable efforts to respond to support requests within the timeframes specified in the SLA (if applicable) or as otherwise communicated to the Client.
• Response times may vary depending on the severity and complexity of the issue.

4.5.4 Escalation Procedures

• SouthSync has established escalation procedures for handling complex or unresolved support issues.
• The Client may escalate a support issue to a higher level of support by following the procedures provided by SouthSync.

4.5.5 Maintenance Types

• SouthSync may perform the following types of maintenance on its network and systems:
  • Scheduled Maintenance: Planned maintenance performed to upgrade or maintain the network or systems.
  • Emergency Maintenance: Unplanned maintenance performed to address critical issues or security vulnerabilities.
  • Preventive Maintenance: Routine maintenance performed to prevent problems and ensure optimal performance.
• SouthSync will provide reasonable notice of scheduled maintenance whenever possible.

5. Client Responsibilities

5.1 Acceptable Use

5.1.1 Acceptable Use Policy (AUP) Compliance

• The Client agrees to comply with SouthSync's Acceptable Use Policy (AUP), which is incorporated into this Agreement by reference. The most current version of the AUP is available at https://www.techtarget.com/whatis/definition/acceptable-use-policy-AUP and SouthSync reserves the right to modify the AUP from time to time.
• The Client acknowledges that they have read, understood, and agree to abide by the AUP.
• In the event of any conflict between this Agreement and the AUP, the terms of the AUP shall govern with respect to acceptable use of the Services.

5.1.2 No Illegal Activities

• The Client shall not use the Services for any unlawful purpose or in any manner that violates any applicable laws, regulations, or ordinances, including but not limited to:
  • Criminal activities, such as fraud, theft, or identity theft.
  • Violation of intellectual property laws, including copyright infringement, trademark infringement, patent infringement, or misappropriation of trade secrets.
  • Distribution of child pornography or other forms of illegal sexual content.
  • Illegal drug trafficking or related activities.
  • Terrorism or activities that promote violence or hatred.
  • Any activity that facilitates, promotes, or instructs others about illegal activities.

5.1.3 No Harassment or Abuse

• The Client shall not use the Services to harass, abuse, threaten, defame, or intimidate any individual or entity. This includes, but is not limited to:
  • Sending harassing or abusive emails or other electronic communications.
  • Posting defamatory or libelous content online.
  • Engaging in cyberbullying.
  • Stalking or threatening individuals.
  • Discrimination based on race, religion, gender, sexual orientation, or other protected characteristics.

5.1.4 No Spamming

• The Client shall not use the Services to transmit or facilitate the transmission of unsolicited bulk email ("spam") or other unsolicited communications.
• The Client shall comply with all applicable anti-spam laws and regulations, including the Electronic Communications and Transactions Act (ECTA) in South Africa.
• The Client shall not use any automated means to collect email addresses or other contact information from SouthSync's systems or the internet.

5.1.5 No Security Breaches

• The Client shall not attempt to violate or circumvent the security of SouthSync's systems or networks, or any other systems or networks accessible through the Services. This includes, but is not limited to:
  • Unauthorized access to or use of data, systems, or networks.
  • Attempts to probe, scan, or test the vulnerability of a system or network.
  • Attempts to bypass any security measures, such as firewalls or intrusion detection systems.
  • Denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks.
  • Interception or monitoring of data traffic without authorization.

5.1.6 Respect for Intellectual Property

• The Client shall respect the intellectual property rights of SouthSync and third parties.
• The Client shall not use the Services to infringe on any copyright, trademark, patent, trade secret, or other intellectual property right.
• The Client is solely responsible for ensuring that they have the necessary rights or permissions to use any content transmitted, stored, or accessed through the Services.

5.1.7 Resource Usage

• The Client agrees to use the Services in a manner that does not consume excessive resources or interfere with the normal operation of SouthSync's network or systems.
• SouthSync may establish reasonable limits on resource usage, such as bandwidth, storage space, or processing power, and the Client agrees to abide by these limits.
• The Client shall not engage in any activity that causes or is likely to cause a disproportionately large load on SouthSync's infrastructure.

5.1.8 System Integrity

• The Client shall not take any action that may damage, disrupt, or compromise the integrity of SouthSync's systems or networks, or the systems or networks of any third party.
• The Client shall not introduce any viruses, worms, Trojan horses, or other malicious code into SouthSync's systems or networks.

5.2 Security

5.2.1 Protection of Account Credentials

• The Client is solely responsible for protecting the confidentiality of their account login credentials, including usernames, passwords, and any multi-factor authentication methods.
• The Client shall take all reasonable steps to prevent unauthorized access to their account, including:
  • Choosing strong, unique passwords that are not used for other online services.
  • Changing passwords regularly.
  • Storing passwords securely and not sharing them with any third party.
  • Enabling multi-factor authentication where available.
• The Client must notify SouthSync immediately upon becoming aware of any unauthorized access to their account or any suspected security breach.

5.2.2 Security of Devices and Networks

• The Client is responsible for ensuring the security of their own devices, systems, and networks used to access the Services. This includes:
  • Implementing and maintaining up-to-date antivirus software, firewalls, and other security measures.
  • Promptly installing security patches and updates.
  • Properly configuring and securing network devices, such as routers and wireless access points.
  • Taking precautions to prevent malware infections and other security threats.

5.2.3 Implementation of Security Best Practices

• The Client agrees to implement and adhere to industry-standard security best practices to protect their data and systems. This may include:
  • Regularly backing up data.
  • Encrypting sensitive data.
  • Limiting access to sensitive data to authorized personnel.
  • Monitoring network activity for suspicious behavior.
  • Conducting security audits and vulnerability assessments.

5.3 Equipment

5.3.1 Proper Use of SouthSync's Equipment

• If SouthSync provides any equipment to the Client (e.g., routers, modems), the Client shall use the equipment only for the purpose of accessing the Services.
• The Client shall use the equipment in accordance with any instructions or guidelines provided by SouthSync.

5.3.2 No Tampering with Equipment

• The Client shall not tamper with, modify, or attempt to repair any equipment provided by SouthSync without the express written consent of SouthSync.
• The Client shall not remove any labels or markings from the equipment.

5.3.3 Reporting Equipment Issues

• The Client shall promptly report any malfunctions, damage, or loss of SouthSync's equipment to SouthSync's support team.
• The Client may be held responsible for any damage to or loss of SouthSync's equipment caused by the Client's negligence or misuse.

5.3.4 Client-Provided Equipment

• If the Client uses their own equipment to access the Services, the Client is responsible for ensuring that the equipment is compatible with SouthSync's network and meets any technical requirements specified by SouthSync.
• SouthSync is not responsible for the support or maintenance of Client-provided equipment.

5.4 Compliance with Laws

5.4.1 General Compliance

• The Client shall comply with all applicable laws, regulations, ordinances, and directives in South Africa and any other relevant jurisdiction in connection with their use of the Services.

5.4.2 Specific Laws

• Without limiting the generality of the foregoing, the Client shall comply with:
  • The Electronic Communications and Transactions Act (ECTA).
  • The Protection of Personal Information Act (POPIA).
  • Copyright law and other intellectual property laws.
  • Data protection and privacy laws.
  • Any laws relating to online content and communications.

6. SouthSync Responsibilities

6.1 Service Provision

6.1.1 Provision with Reasonable Care and Skill

• SouthSync shall provide the Services with reasonable care, skill, and diligence, in accordance with industry best practices and standards.
• SouthSync shall ensure that its personnel are adequately trained and qualified to provide the Services.

6.1.2 Maintenance of Network Infrastructure

• SouthSync shall be responsible for the operation, maintenance, and management of its network infrastructure necessary to provide the Services.
• SouthSync shall take reasonable steps to ensure the ongoing availability, reliability, and security of its network.
• SouthSync may perform scheduled maintenance on its network, provided that it gives reasonable notice to the Client whenever possible.

6.1.3 Compliance with SLA

• If a Service Level Agreement (SLA) is in place for the specific Services provided to the Client, SouthSync shall comply with the terms and conditions of the SLA.
• SouthSync's obligations under the SLA shall be limited to the remedies specified therein.
• In the event of any conflict between this Agreement and the SLA, the terms of the SLA shall govern with respect to service level commitments.

6.1.4 Service Continuity

• SouthSync shall implement reasonable measures to ensure business continuity and minimize disruptions to the Services.
• SouthSync shall have disaster recovery plans in place to restore services in the event of major outages or emergencies.

6.1.5 Changes to Services

• SouthSync reserves the right to modify, enhance, or discontinue any aspect of the Services, provided that SouthSync gives reasonable notice to the Client of any material changes that may significantly affect the Client's use of the Services.
• SouthSync shall not be obligated to provide backward compatibility for any updated or modified Services.

6.2 Data Protection

6.2.1 Implementation of Reasonable Security Measures

• SouthSync shall implement and maintain reasonable and appropriate technical and organizational security measures to protect Client Data against unauthorized access, use, disclosure, alteration, or destruction.
• These security measures shall be designed to comply with applicable data protection laws and regulations, including the Protection of Personal Information Act (POPIA) in South Africa.
• SouthSync's security measures may include, but are not limited to:
  • Firewalls and intrusion detection systems.
  • Access controls and authentication mechanisms.
  • Data encryption (both in transit and at rest, where appropriate).
  • Regular security assessments and vulnerability testing.
  • Employee training on data security and privacy.

6.2.2 Compliance with Privacy Policy

• SouthSync shall collect, use, store, and disclose Client Data in accordance with its Privacy Policy, which is incorporated into this Agreement by reference.
• The most current version of the Privacy Policy is available at https://southsync.co.za/privacy/ and SouthSync reserves the right to modify the Privacy Policy from time to time.
• SouthSync shall take reasonable steps to ensure that its personnel comply with the Privacy Policy and applicable data protection laws.

6.2.3 Data Breach Notification

• In the event of a data breach that affects Client Data, SouthSync shall notify the Client without undue delay, as required by applicable data protection laws.
• The notification shall include reasonable details about the data breach, its potential impact, and the steps SouthSync is taking to address the breach and mitigate its effects.
• SouthSync shall cooperate with the Client in any investigation or response to a data breach, as reasonably required.

6.2.4 Data Retention

• SouthSync shall retain Client Data only for as long as necessary to provide the Services, fulfill its legal obligations, or as otherwise permitted by applicable law.
• SouthSync shall have reasonable procedures in place for the secure disposal or deletion of Client Data when it is no longer needed.

6.2.5 Data Processing

• To the extent that SouthSync processes any Personal Information on behalf of the Client, SouthSync shall:
  • Process such information only in accordance with the Client's documented instructions, unless required to do so by applicable law.
  • Ensure that its personnel who process Personal Information are subject to appropriate confidentiality obligations.
  • Implement appropriate technical and organizational measures to ensure the security of the Personal Information.
  • Assist the Client in responding to requests from data subjects and complying with data protection obligations.

6.3 Support

6.3.1 Provision of Support Services

• SouthSync shall provide reasonable technical support to the Client in connection with the Services, as outlined in the SLA (if applicable) or SouthSync's support guidelines.
• Support services may include assistance with:
  • Service setup and configuration.
  • Troubleshooting technical issues.
  • Answering questions about the Services.
  • Providing documentation and resources.

6.3.2 Support Channels and Hours

• SouthSync shall make available the support channels and support hours as specified in Section 4.5 of this Agreement or as otherwise communicated to the Client.
• SouthSync reserves the right to modify its support channels and support hours, provided that it gives reasonable notice to the Client.

6.3.3 Response Times

• SouthSync shall make reasonable efforts to respond to support requests within the timeframes specified in the SLA (if applicable) or as otherwise communicated to the Client.
• Response times may vary depending on the complexity and severity of the issue.

6.3.4 Escalation Procedures

• SouthSync shall have established escalation procedures for handling complex or unresolved support issues.
• SouthSync shall provide the Client with information about its escalation procedures upon request.

6.3.5 Remote Access

• The Client acknowledges and agrees that SouthSync's support personnel may require remote access to the Client's systems or devices in order to provide support services.
• SouthSync shall only access the Client's systems or devices with the Client's consent and shall take reasonable precautions to protect the confidentiality and integrity of the Client's data.

7. Intellectual Property

7.1 SouthSync's Intellectual Property

7.1.1 Ownership

• SouthSync owns, retains, and holds all right, title, and interest in and to its Intellectual Property Rights, including but not limited to:
  • Trademarks, service marks, trade names, logos, and domain names.
  • Copyrights in software, documentation, website content, and other materials.
  • Patents and patent applications for inventions related to the Services.
  • Trade secrets and confidential information relating to SouthSync's technology and business.
• Nothing in this Agreement shall be construed to transfer any ownership rights in SouthSync's Intellectual Property Rights to the Client.

7.1.2 Limited License

• SouthSync grants the Client a limited, non-exclusive, non-transferable, revocable license to use SouthSync's Intellectual Property Rights solely to the extent necessary to access and use the Services in accordance with this Agreement.
• This license does not include the right to:
  • Modify, adapt, translate, or create derivative works of SouthSync's software or other materials.
  • Reverse engineer, decompile, or disassemble SouthSync's software.
  • Distribute, sublicense, lease, or rent SouthSync's Intellectual Property Rights to any third party.
  • Remove, alter, or obscure any copyright, trademark, or other proprietary notices on SouthSync's materials.

7.1.3 Restrictions on Use

• The Client shall not use SouthSync's Intellectual Property Rights in any manner that:
  • Is not expressly authorized by this Agreement.
  • May cause confusion as to the ownership or affiliation of SouthSync's Intellectual Property Rights.
  • Dilutes, tarnishes, or disparages SouthSync's Intellectual Property Rights.
  • Infringes on SouthSync's Intellectual Property Rights.

7.2 Client's Intellectual Property

7.2.1 Ownership

• The Client retains all right, title, and interest in and to their own Intellectual Property Rights, including any Client Content.
• SouthSync does not claim ownership of any Client Content transmitted, stored, or processed using the Services.

7.2.2 Grant of License to SouthSync

• The Client grants SouthSync a non-exclusive, worldwide, royalty-free license to access, use, copy, store, transmit, and display Client Content solely to the extent necessary to provide the Services, fulfill its obligations under this Agreement, and as otherwise permitted by the Client.
• This license shall terminate upon termination of this Agreement, except to the extent necessary for SouthSync to comply with applicable law or its data retention policies.

7.2.3 Client's Responsibility

• The Client is solely responsible for ensuring that they have all necessary rights, licenses, and permissions to use, transmit, store, and process Client Content using the Services.
• The Client warrants that their use of the Services and Client Content does not infringe on the Intellectual Property Rights of any third party.

7.3 Copyright Infringement

7.3.1 DMCA Compliance (or relevant local law)

• SouthSync complies with the provisions of the Digital Millennium Copyright Act (DMCA) of the United States (or any other applicable copyright legislation in South Africa or the Client's jurisdiction) with respect to copyright infringement.
• SouthSync has designated an agent to receive notifications of claimed copyright infringement. Contact details for the designated agent are available on SouthSync's website.

7.3.2 Notice and Takedown Procedure

• If SouthSync receives a valid notification of claimed copyright infringement, SouthSync will:
  • Promptly notify the Client of the claim.
  • Remove or disable access to the allegedly infringing material.
  • Take reasonable steps to notify the alleged infringer (the Client) that the material has been removed or disabled.
• SouthSync reserves the right to terminate the accounts of repeat infringers.

7.3.3 CounterNotification

• If the Client believes that their material has been removed or disabled due to a mistake or misidentification, the Client may submit a counter-notification to SouthSync.
• SouthSync will process valid counter-notifications in accordance with applicable law and may restore the material unless the copyright owner files a court action seeking a restraining order.

7.3.4 Client's Liability

• The Client shall be liable for any damages, costs, and expenses (including attorneys' fees) incurred by SouthSync or any third party as a result of the Client's infringement of any Intellectual Property Rights.

8. Privacy

8.1 Summary of Data Handling Practices

8.1.1 Commitment to Privacy

• SouthSync is committed to protecting the privacy and security of Client Data. SouthSync handles Personal Information in accordance with its Privacy Policy and applicable data protection laws, including the Protection of Personal Information Act (POPIA) of South Africa.

8.1.2 Information Collection

• SouthSync collects information necessary to provide and manage the Services, including:
  • Account information (name, contact details, billing information).
  • Service usage data (traffic data, connection times, etc.).
  • Technical information (IP address, device information).
  • Communications with SouthSync (support requests, etc.).
• The specific types of information collected are detailed in the Privacy Policy.

8.1.3 Use of Information

• SouthSync uses Client Data for the following purposes:
  • Providing and maintaining the Services.
  • Billing and account management.
  • Technical support and troubleshooting.
  • Network management and security.
  • Communication with the Client.
  • Legal compliance.
  • Improving the Services.
• SouthSync's specific uses of information are further detailed in the Privacy Policy.

8.1.4 Information Sharing

• SouthSync may share Client Data with:
  • Service providers (for network operations, billing, etc.).
  • Legal authorities (if required by law).
  • Business partners (with consent).
• SouthSync's data sharing practices are outlined in the Privacy Policy.

8.1.5 Data Security

• SouthSync implements reasonable security measures to protect Client Data from unauthorized access, use, or disclosure.
• These measures are described in detail in the Privacy Policy.

8.1.6 Client Rights

• Clients have certain rights regarding their Personal Information, including:
  • Right to access.
  • Right to rectification.
  • Right to erasure (under certain conditions).
  • Right to object to processing.
• These rights are further explained in the Privacy Policy.

8.2 Full Privacy Policy

8.2.1 Link to Policy

• The full version of SouthSync's Privacy Policy, which provides comprehensive details about SouthSync's data handling practices, is available at: https://southsync.co.za/privacy/

8.2.2 Policy Updates

• SouthSync may update its Privacy Policy from time to time. Clients will be notified of any material changes.

8.2.3 Policy Incorporation

• By entering into this Agreement and using the Services, the Client acknowledges that they have read, understood, and agree to the terms of SouthSync's Privacy Policy, as amended from time to time, which is incorporated into this Agreement by reference.

9. Equipment

9.1 Ownership

9.1.1 SouthSync-Owned Equipment

• In some cases, SouthSync may provide equipment to the Client for use during the term of the Agreement. This equipment remains the property of SouthSync.
• The Client shall have no ownership rights in SouthSync-owned equipment.
• SouthSync retains the right to replace or upgrade SouthSync-owned equipment at its discretion.

9.1.2 Client-Owned Equipment

• In other cases, the Client may use their own equipment to access the Services.
• SouthSync shall have no responsibility for the functionality, compatibility, or maintenance of Client-owned equipment, except as explicitly stated in writing.

9.1.3 Lease Terms (If Applicable)

• If SouthSync-owned equipment is provided under a lease agreement, the terms and conditions of the lease agreement, including payment obligations and lease duration, shall be set forth in a separate lease agreement or the Service Order.
• The Client shall be responsible for any fees associated with the lease of SouthSync-owned equipment, as specified in the lease agreement or Service Order.

9.1.4 Purchase Terms (If Applicable)

• If the Client purchases equipment from SouthSync, the terms and conditions of the purchase, including payment obligations and warranty information, shall be set forth in a separate purchase agreement or the Service Order.
• Ownership of purchased equipment shall transfer to the Client upon full payment of the purchase price.

9.2 Use and Maintenance

9.2.1 Proper Use Guidelines

• The Client shall use any equipment provided by SouthSync in a careful and responsible manner, in accordance with any instructions or guidelines provided by SouthSync.
• The Client shall not use the equipment for any purpose other than accessing and using the Services as intended.
• The Client shall comply with all applicable laws and regulations relating to the use of the equipment.

9.2.2 Client's Responsibility for Maintenance (If Applicable)

• If the Client is responsible for maintaining SouthSync-owned equipment, as specified in a separate agreement, the Client shall:
  • Perform routine maintenance as recommended by SouthSync.
  • Protect the equipment from damage, misuse, or neglect.
  • Notify SouthSync promptly of any malfunctions or required repairs.
• The Client shall be liable for any damage to SouthSync-owned equipment caused by the Client's negligence or willful misconduct.

9.2.3 SouthSync's Responsibility for Maintenance (If Applicable)

• If SouthSync is responsible for maintaining SouthSync-owned equipment, SouthSync shall:
  • Provide necessary repairs and replacements for defective equipment, subject to the terms of any applicable warranty or service agreement.
  • Perform routine maintenance to ensure the proper functioning of the equipment.
  • Not be responsible for damage caused by events beyond its reasonable control, such as power surges, natural disasters, or Client misuse.

9.2.4 Alterations and Modifications

• The Client shall not alter, modify, or tamper with any equipment provided by SouthSync without the prior written consent of SouthSync.
• Unauthorized alterations or modifications may void any warranties and may result in additional charges to the Client.

9.2.5 Software Updates

• SouthSync may, from time to time, perform software updates on equipment provided by SouthSync.
• The Client agrees to allow SouthSync to perform such updates and acknowledges that updates may temporarily interrupt the Client's use of the Services.

9.3 Return

9.3.1 Return Upon Termination

• Upon termination or expiration of this Agreement, or as otherwise requested by SouthSync, the Client shall promptly return any SouthSync-owned equipment to SouthSync in good working condition, reasonable wear and tear excepted.
• The Client shall be responsible for the costs of returning the equipment, unless otherwise agreed upon in writing.
• SouthSync shall provide the Client with instructions for returning the equipment.

9.3.2 Condition of Returned Equipment

• Returned equipment must be in substantially the same condition as when received, with all original components and accessories.
• SouthSync reserves the right to inspect returned equipment and assess any damage beyond reasonable wear and tear.

9.3.3 Charges for Damaged or Unreturned Equipment

• If the Client fails to return SouthSync-owned equipment within [specify number] days of termination or expiration, or if the returned equipment is damaged beyond reasonable wear and tear, the Client shall be liable for the replacement cost of the equipment.
• SouthSync will provide the Client with a written notice of the replacement cost, which shall be due and payable immediately.
• SouthSync may pursue all available legal remedies to recover the replacement cost of the equipment.

9.3.4 Liens

• SouthSync may retain a lien on any Client-owned equipment located on SouthSync's premises until all outstanding charges due under this Agreement have been paid.

10. Term and Termination

10.1 Term

10.1.1 Initial Term

• The initial term of this Agreement shall commence on the Service Activation Date and shall continue for the period specified in the Service Order ("Initial Term").
• If no Initial Term is specified in the Service Order, the default Initial Term shall be 1 month.

10.1.2 Automatic Renewal

• Upon expiration of the Initial Term, this Agreement shall automatically renew for successive terms of the same length as the Initial Term (each a "Renewal Term"), unless either party provides written notice of non-renewal in accordance with Section 10.1.3.
• SouthSync reserves the right to change the terms and conditions applicable to any Renewal Term, provided that SouthSync gives the Client reasonable notice of such changes prior to the commencement of the Renewal Term.

10.1.3 Renewal Notice

• Either party may terminate this Agreement at the end of the Initial Term or any Renewal Term by providing written notice to the other party at least 30 days prior to the expiration of the then-current term.
• If the Client fails to provide timely notice of non-renewal, the Client shall be liable for the fees associated with the subsequent Renewal Term.

10.2 Termination by Client

10.2.1 Termination for Convenience

• The Client may terminate this Agreement for convenience prior to the end of the Initial Term or any Renewal Term by providing 30 days' written notice to SouthSync.
• The Client acknowledges that early termination may result in early termination fees, as specified in Section 10.2.2.

10.2.2 Early Termination Fees

• If the Client terminates this Agreement for convenience prior to the end of the Initial Term or any Renewal Term, the Client shall be liable for the following early termination fees:
  • A percentage of the remaining MRC for the term.
  • SouthSync may waive or reduce the early termination fee at its sole discretion.
• The Client acknowledges that early termination fees are a reasonable estimate of SouthSync's losses resulting from early termination.

10.2.3 Termination Procedure

• To terminate this Agreement, the Client must provide written notice to SouthSync, clearly stating the Client's intention to terminate and the desired termination date.
• The termination notice must be sent to accounts@southsync.co.za.
• SouthSync will acknowledge receipt of the termination notice and confirm the effective termination date.
• The Client remains responsible for paying all charges incurred up to the effective termination date.

10.3 Termination by SouthSync

10.3.1 Termination for Cause

• SouthSync may terminate this Agreement for cause upon written notice to the Client if the Client:
  • Fails to pay any charges when due, and such failure continues for 30 days after receiving written notice of non-payment.
  • Breaches any material provision of this Agreement or the AUP, and such breach remains uncured for 5 days after receiving written notice of the breach.
  • Uses the Services in a manner that violates any applicable laws or regulations.
  • Engages in any fraudulent or illegal activity.
  • Becomes insolvent, bankrupt, or enters into any arrangement with its creditors.
• SouthSync's right to terminate for cause is in addition to any other remedies available to SouthSync at law or in equity.

10.3.2 SouthSync's Notice

• Except for immediate termination as provided in Section 10.3.3, SouthSync shall provide the Client with 30 days' written notice of termination for cause.

10.3.3 Immediate Termination

• SouthSync may terminate this Agreement immediately and without prior notice to the Client if:
  • The Client's use of the Services poses an immediate threat to the security or integrity of SouthSync's network or systems.
  • The Client engages in egregious violations of the AUP, such as distributing child pornography or engaging in a denial-of-service attack.
  • Required to do so by law or a court order.

10.3.4 No Liability for Termination

• SouthSync shall not be liable to the Client for any damages, losses, or costs arising out of or relating to the termination of this Agreement in accordance with its terms.

10.4 Effects of Termination

10.4.1 Access Revocation

• Upon the effective date of termination, the Client's access to the Services shall be immediately revoked.
• SouthSync shall have no obligation to provide the Client with continued access to the Services or any Client Content after termination.

10.4.2 Billing Cessation

• Billing for the Services shall cease on the effective date of termination, except for any outstanding charges owed by the Client.
• The Client remains responsible for paying any outstanding charges, including any early termination fees, accrued up to the termination date.
• SouthSync shall issue a final invoice to the Client for any outstanding charges.

10.4.3 Data Deletion or Retention

• SouthSync's policies regarding the deletion or retention of Client Content upon termination are as follows: [Specify data deletion/retention policy, e.g., data will be deleted within X days, client can request a data export for Y days, etc.]
• SouthSync shall not be responsible for any loss of Client Content resulting from termination.
• The Client is solely responsible for backing up their data prior to termination.

10.4.4 Equipment Return

• The Client shall return any SouthSync-owned equipment in accordance with the provisions of Section 9.3 of this Agreement.
• The Client shall be liable for any costs associated with the return of the equipment and any damages to the equipment beyond reasonable wear and tear.

11. Liability and Indemnification

11.1 Disclaimer of Warranties

11.1.1 "As Is" and "As Available" Basis

• SouthSync provides the Services on an "as is" and "as available" basis, without any warranties or representations, express or implied, except as expressly provided in this Agreement.
• The Client acknowledges that the Services may not be uninterrupted, error-free, or completely secure.

11.1.2 Disclaimer of Specific Warranties

• To the fullest extent permitted by applicable law, SouthSync disclaims all warranties, express or implied, including but not limited to:
  • Warranties of merchantability: That the Services will be of a certain quality or fit for a particular purpose.
  • Warranty of fitness for a particular purpose: That the Services will meet the Client's specific needs or requirements.
  • Warranty of non-infringement: That the Services will not infringe on any intellectual property rights of third parties.
  • Warranty of title: That SouthSync has the right to provide the Services.
  • Warranties arising from course of dealing or usage of trade.

11.1.3 Specific Disclaimers

• Without limiting the generality of the foregoing, SouthSync specifically disclaims any warranty or representation that:
  • The Services will be uninterrupted or error-free.
  • The Services will be available at all times.
  • The Services will be secure from unauthorized access or interception.
  • Any defects or errors in the Services will be corrected.
  • The Services will be compatible with all Client hardware and software.
  • Any data or information transmitted or stored using the Services will be accurate, complete, or reliable.
  • SouthSync shall not be responsible for any Client Content.

11.1.4 Client's Risk

• The Client acknowledges and agrees that the use of the Services is at the Client's sole risk.
• The Client is responsible for evaluating the suitability of the Services for their needs and for implementing appropriate safeguards to protect their data and systems.

11.2 Limitation of Liability

11.2.1 Exclusion of Certain Damages

• To the maximum extent permitted by applicable law, SouthSync shall not be liable for any indirect, incidental, special, consequential, or punitive damages, arising out of or in connection with the Services or this Agreement, even if SouthSync has been advised of the possibility of such damages.
• Such excluded damages include, but are not limited to:
  • Loss of profits.
  • Loss of revenue.
  • Loss of data.
  • Loss of use.
  • Loss of goodwill.
  • Business interruption.
  • Cost of procurement of substitute goods or services.
  • Damage to reputation.
  • Any other intangible losses.

11.2.2 Limitation of Liability Cap

• SouthSync's total cumulative liability to the Client for any and all claims arising out of or relating to the Services or this Agreement, regardless of the form of action (whether in contract, tort, or otherwise), shall not exceed the lesser of:
  • To be discussed with the presence of attorneys.

11.2.3 Exceptions to Limitations

• The limitations of liability in this Agreement shall not apply to:
  • Damages arising from SouthSync's gross negligence or willful misconduct.
  • Damages arising from death or personal injury caused by SouthSync's negligence.
  • Liability for fraud or fraudulent misrepresentation.
  • Any other liability that cannot be excluded or limited under applicable law.

11.2.4 Third-Party Actions

• SouthSync shall not be liable for any claims or damages arising from the actions or inactions of third parties, including but not limited to other internet users, service providers, or hackers.

11.3 Indemnification

11.3.1 Client's Indemnification Obligation

• The Client agrees to indemnify, defend, and hold harmless SouthSync, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:
  • The Client's use of the Services, including any Client Content.
  • The Client's breach or alleged breach of this Agreement, the AUP, or any other applicable policy.
  • The Client's violation or alleged violation of any applicable law, regulation, ordinance, or directive.
  • The Client's infringement or alleged infringement of any Intellectual Property Rights or other rights of any third party.
  • The Client's negligence or willful misconduct.

11.3.2 Indemnification Procedures

• SouthSync shall:
  • Promptly notify the Client of any claim subject to indemnification.
  • Cooperate with the Client, at the Client's expense, in the defense or settlement of such claim.
  • Have the right to participate in the defense of any such claim with its own counsel.
• The Client shall:
  • Have the sole control over the defense and settlement of any such claim, provided that the Client shall not settle any claim without SouthSync's prior written consent if such settlement would adversely affect SouthSync's rights or interests.
  • Reimburse SouthSync for all reasonable expenses incurred in connection with the defense of such claim.

11.3.3 Survival

• The indemnification obligations under this Section shall survive the termination or expiration of this Agreement.

12. Dispute Resolution

12.1 Governing Law

12.1.1 Applicable Law

• This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of laws principles.
• The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

12.2 Dispute Resolution Process

12.2.1 Initial Dispute Resolution

• The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement amicably through good-faith negotiations.
• Either party may initiate the dispute resolution process by providing written notice to the other party, setting forth the details of the dispute.
• The parties shall meet (in person or virtually) within 10 days of such notice to discuss the dispute and attempt to reach a resolution.

12.2.2 Mediation

• If the initial dispute resolution process is unsuccessful, the parties may agree to submit the dispute to mediation.
• Mediation shall be conducted in Johannesburg by a mediator agreed upon by both parties, or if the parties cannot agree on a mediator, by a mediator appointed by the Arbitration Foundation of Southern Africa (AFSA).
• The costs of mediation shall be shared equally by the parties.
• Any settlement reached in mediation shall be binding upon the parties.

12.2.3 Arbitration

• If the dispute cannot be resolved through negotiation or mediation (if attempted), the dispute shall be finally resolved by arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) in accordance with its rules for commercial arbitration.
• The arbitration shall be conducted in Johannesburg.
• The arbitration shall be conducted in English.
• The arbitral tribunal shall consist of 1 arbitrator.
• The decision of the arbitrator(s) shall be final and binding on both parties.
• Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

12.2.4 Injunctive Relief

• Not withstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent an actual or threatened infringement of its Intellectual Property Rights or a breach of its confidentiality obligations.

12.3 Jurisdiction and Venue

12.3.1 Exclusive Jurisdiction

• The parties consent to the exclusive jurisdiction of the courts of Johannesburg, Gauteng for any legal action or proceeding arising out of or relating to this Agreement, other than for matters subject to arbitration.

12.3.2 Choice of Venue

• The parties agree that the courts of Johannesburg, Gauteng shall be the proper venue for any such legal action or proceeding.

12.3.3 Alternative Dispute Resolution

• The parties acknowledge that they have been advised of the availability of alternative dispute resolution mechanisms.

13. Modifications to Agreement

13.1 Amendment Process

13.1.1 SouthSync's Right to Modify

• SouthSync reserves the right to modify, amend, change, or supplement these Terms and Conditions, the AUP, the SLA (if applicable), the Privacy Policy, and any other policies or documents incorporated by reference (collectively, the "Agreement") at any time.
• SouthSync may modify the Agreement for various reasons, including but not limited to:
  • Changes in applicable laws or regulations.
  • Changes in market conditions.
  • Changes in SouthSync's business practices.
  • Changes in technology.
  • Changes in pricing or service offerings.

13.1.2 Materiality of Changes

• SouthSync shall determine, in its reasonable discretion, whether a modification to the Agreement is "material." A material modification is one that has a significant adverse effect on the Client's rights or obligations under the Agreement.
• Examples of material modifications may include, but are not limited to:
  • Significant changes to pricing or fees.
  • Substantial reductions in service levels.
  • Changes to data protection practices that materially affect Client rights.
  • Changes to termination clauses that impose significant new obligations on the Client.
• Examples of non-material modifications may include, but are not limited to:
  • Typographical corrections.
  • Clarifications of existing clauses.
  • Minor changes to service features.
  • Changes to contact information.

13.1.3 Conditions for Amendments

• Modifications to the Agreement shall be made in writing.
• SouthSync shall provide notice of modifications to the Client in accordance with Section 13.2.
• Modifications shall be effective as specified in the notice provided to the Client.
• No course of dealing or trade usage shall be construed to modify or amend the Agreement.

13.2 Notification of Modifications

13.2.1 Notification Methods

• SouthSync shall provide notice of any modifications to the Agreement to the Client using one or more of the following methods, at SouthSync's discretion:
  • Email to the Client's designated email address on file.
  • Posting on SouthSync's website or client portal.
  • Written notice sent by postal mail.
  • In-service notification (e.g., pop-up message within a SouthSync application).
• The chosen method(s) of notification shall be reasonable and appropriate to the nature and significance of the modification.

13.2.2 Notice Period

• SouthSync shall provide the Client with reasonable advance notice of any material modifications to the Agreement.
• The length of the notice period shall depend on the nature and impact of the modification, but shall generally be at least 30 days prior to the effective date of the modification.
• SouthSync may provide less notice or no notice of non-material modifications, if deemed necessary.

13.2.3 Content of Notice

• The notice of modification shall:
  • Clearly identify the specific modifications being made.
  • State the effective date of the modifications.
  • Explain the reasons for the modifications.
  • If applicable, provide instructions on any actions the Client needs to take (e.g., accepting the new terms).
  • Include a link to the revised Agreement or provide a copy of the revised Agreement.

13.2.4 Client's Acceptance

• The Client's acceptance of the modified Agreement shall be deemed to occur upon the earlier of:
  • The Client's express acceptance of the modified Agreement (e.g., by clicking an "Accept" button).
  • The Client's continued use of the Services after the effective date of the modification.
  • The Client's failure to object to the modification in writing within 30 days of the date of the notice (if SouthSync provides for an objection period).
• If the Client does not accept the modified Agreement, the Client's sole remedy shall be to terminate the Agreement in accordance with Section 10.

13.2.5 Client's Responsibility

• The Client is responsible for regularly reviewing SouthSync's website and client portal and for ensuring that their contact information is up-to-date to receive notices from SouthSync.

14. General Provisions

14.1 Severability

14.1.1 Validity

• If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary such that the remaining provisions of this Agreement will continue in full force and effect.

14.1.2 Reformation

• In the event that any provision is held to be invalid or unenforceable, the parties agree to negotiate in good faith to replace such provision with a valid and enforceable provision that most closely achieves the original intent of the parties.

14.2 Entire Agreement

14.2.1 Complete Understanding

• This Agreement, including all schedules, appendices, exhibits, attachments, and referenced policies, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications, representations, agreements, or proposals, whether oral or written, between the parties relating to such subject matter.

14.2.2 No Extrinsic Evidence

• No extrinsic evidence, whether oral or written, of prior or contemporaneous agreements or understandings, shall be admissible to vary or contradict the terms of this Agreement.

14.3 Assignment

14.3.1 Client's Assignment

• The Client may not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of SouthSync. Any attempted assignment in violation of this provision shall be null and void.

14.3.2 SouthSync's Assignment

• SouthSync may assign, transfer, delegate, or otherwise dispose of any or all of its rights or obligations under this Agreement, in whole or in part, without the Client's consent.
• SouthSync shall provide reasonable notice to the Client of any such assignment, except in the case of an assignment to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of SouthSync's assets.

14.3.3 Binding Effect

• This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

14.4 Force Majeure

14.4.1 Definition

• Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.
• A "Force Majeure Event" means any event or circumstance beyond a party's reasonable control, which could not have been reasonably foreseen or, if foreseeable, could not have been reasonably prevented or avoided, including but not limited to:
  • Acts of God, including but not limited to fire, flood, earthquake, storm, hurricane, or other natural disaster.
  • War, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, or military or usurped power or confiscation.
  • Terrorism, sabotage, or acts of vandalism.
  • Strikes, lockouts, or other labor disputes.
  • National emergency.
  • Power outages or failures of essential utilities.
  • Actions or inactions of any governmental authority.
  • Epidemics or pandemics.
  • Cable cuts or other disruptions to telecommunications networks not within SouthSync's direct control.

14.4.2 Notice

• The affected party shall notify the other party of the occurrence of a Force Majeure Event as soon as reasonably practicable and shall keep the other party informed of the status and expected duration of the event.

14.4.3 Mitigation

• The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.

14.4.4 Suspension of Obligations

• The obligations of the affected party shall be suspended for the duration of the Force Majeure Event.
• If a Force Majeure Event continues for 30 days, either party may terminate this Agreement upon written notice to the other party.

14.5 Notices

14.5.1 Form of Notice

• All notices and other communications required or permitted under this Agreement shall be in writing, unless otherwise specified herein.

14.5.2 Delivery Methods

• Notices shall be deemed to have been duly given when:
  • Delivered personally.
  • Sent by certified or registered mail, postage prepaid, return receipt requested.
  • Sent by reputable overnight courier service, with written verification of receipt.
  • Sent by email, with written confirmation of receipt (e.g., a return email from the recipient).

14.5.3 Notice Addresses

• Notices to SouthSync shall be addressed to:
  • SouthSync PTY Ltd
  • Attention: Accounts Department
  • Email: accounts@southsync.co.za
• Notices to the Client shall be addressed to the Client's contact information on file with SouthSync.
• Either party may change its notice address by providing written notice to the other party.

14.6 Survival

14.6.1 Surviving Provisions

• The following provisions of this Agreement shall survive the termination or expiration of this Agreement for any reason:
  • Any provisions relating to payment obligations accrued prior to termination.
  • Any provisions relating to confidentiality.
  • Any provisions relating to indemnification.
  • Any provisions relating to limitation of liability.
  • Any provisions relating to dispute resolution.
  • Any other provisions that, by their nature, are intended to survive termination or expiration.

14.6.2 Duration of Survival

• The surviving provisions shall continue in full force and effect for 3 years after the termination or expiration of this Agreement, or for such longer period as may be required by applicable law.

14.7 Interpretation

14.7.1 Headings

• The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of any provision.

14.7.2 No Strict Construction

• This Agreement shall not be construed against either party as the drafter thereof.

14.7.3 Gender and Number

• Words importing the singular shall include the plural and vice versa, and words importing gender shall include all genders.

14.7.4 Including

• The word "including" shall mean "including without limitation."