Standard Terms and Conditions
Altius Trading 373 (Pty) Ltd trading as Euphoria Telecom (“Euphoria”) agrees to provide hosted telecommunications services to the Customer subject to the following terms and conditions:
1. Introduction
1.1 ECN Telecommunications (Pty) Ltd ("ECN") is a licensed electronic communications network service ("ECNS") and electronic communications service ("ECS") licensee.
1.2 Euphoria has entered into an agreement with ECN for the wholesale purchase of the licensed services.
1.3 Euphoria, under the auspices of the licenses granted to ECN, hereby resells the licensed services and such other services as are specified in this Agreement to the Customer.
2. Interpretation and definitions:
In these Terms and Conditions the following terms shall have the meanings provided below:
2.1 “Ancillary Equipment” shall include the following:
- Voice over Internet Protocol (VoIP) phones; and
- Network routers, switches and modems.
2.2 “Authority” means the legal governing body in the specific instance. This may be either ECN or ICASA (Independent Communications Authoruity of South Africa).
2.3 “Downtime” means, Euphoria Telecom’s Hosted Cloud PBX Servers are unavailable due to problems with Euphoria’s systems or hardware.
2.4 “Geographic Numbers” mean geographic numbers from the national numbering range allocated to Euphoria by the Authority.
2.5 “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
2.6 “Service” means the following:
2.6.1 the provision of Voice over Internet Protocol (VoIP) based telecommunication systems;
2.6.2 the hosting of (Cloud) Private Branch Telecommunication Exchange Services or Business telephone systems;
2.6.3 the provision of residential telephone services; and
2.6.4 the provision of call recording and logging services.
2.7 “Service Fees” means the recurring monthly costs for the Cloud PBX service.
2.8 “Standard Configuration Change Request” means a standard change in Services requested from the Customer not based on any fault in the Services.
2.9 “Trouble Shooting Request” means a request by the Customer to address any problems the Customer is experiencing with the Services.
3. Period of the Services:
The provision of Services shall commence upon the effective date as identified on the front page of this document containing the Customer’s details and will continue to be provided on a month to month basis for an indefinite period or until the Customer cancels this agreement by giving 30 (thirty) days’ written notice.
4. Euphoria’s undertakings in respect of the Services
4.1 Euphoria undertakes to provide the Customer with the Services and any Ancillary Equipment or products in terms of this service agreement and in a manner that is professionally acceptable in accordance with generally accepted telecommunications industry standards.
4.2 Euphoria undertakes to use its reasonable endeavours to keep the Services available at all times.
5. Customer’s undertakings in respect of the Services
5.1 The Customer agrees that it will use the Services lawfully and that it will comply with all applicable laws and with ECN’s acceptable as found on the www.ecntelecoms.com website.
5.2 The Customer indemnifies ECN and Euphoria and holds them harmless against any claims by third parties in respect of prohibited or unlawful activities conducted by the Customer.
5.3 The Customer shall not take any steps or fail to take any steps which directly or indirectly damages ECN's network (or any networks interconnected to ECN) or any part thereof or impairs or precludes ECN (and any person with whom it interconnects or shares facilities) from being able to provide its Services in a professional manner; or constitutes an abuse of the Services.
5.4 The Customer acknowledges that ECN may, if it is of the reasonable opinion that the Customer is abusing the Services or using the Services unlawfully, suspend the provision of the Services without liability on the part of itself or on the part of Euphoria.
5.5 The Customer acknowledges that Euphoria may, if it is of the reasonable opinion that the Customer is abusing the Services, invoke their right under clause 17.
5.6 The Customer acknowledges that Euphoria may, if it is of the reasonable opinion that the Customer is using the Services unlawfully, suspend the provision of Services whilst invoking its right under clause 17.
6. Customer’s Obligations to Euphoria
The Customer must:
6.1 comply with any instructions issued by Euphoria which concern its use of the Services, Ancillary Equipment or any related matters, and which may be required to ensure the satisfactory provision of the Services; and
6.2 provide Euphoria with all information relating to its use of the Services, Equipment or related matters that Euphoria may reasonably require from time to time.
7. Delivery
7.1 Euphoria uses external service providers for the transportation and delivery of goods, the cost of which shall be for the Customer’s account as per the quotation attached.
7.2 The company delivery notes signed or countersigned by the customer or the employee of the customer shall for all purposes be deemed to be accurate in all respects and binding on the customer.
8. Euphoria’s Support when providing the Services
8.1 In providing the Services, Euphoria shall maintain the backend server environment and systems and monitor the servers and processes twenty four hours a day through a combination of human and computer management systems.
8.2 Customers using Euphoria Cloud VoIP with approved hardware, including phones and routers, and either a direct connection via IPC ADSL, ViBE technology over a shared broadband access line or an alternative link such as Diginet or Broadlink to the Euphoria network shall be remotely supported by telephone and email at no charge.
8.3 Customers using Euphoria with non approved hardware and connectivity of their own shall be assisted at Euphoria’s current hourly support rates. In this event , Euphoria cannot gurantee the quality or service, which is beyond its control.
8.4 Euphoria shall not be responsible for supporting the Customer’s onsite client networks.
8.5 Euphoria shall not be responsible for supporting the Customer’s firewall configurations.
9. System Uptime and the Service Undertaking
9.1 During the service period, the Euphoria Cloud PBX will be operational and available to the Customer at least 99% of the time in any calendar month (“the Service Undertaking”).
9.2 If Euphoria does not meet the Service Undertaking, and the Customer is not in breach of any of its obligations in terms of these terms and conditions, the Customer will be eligible to receive rebates.
9.3 The rebates referred to above, shall be calculated by using the following table:
Monthly Uptime Percentage
Rebate on the monthly
service fees
< 100.00% - ≥ 99.00% = 0%
< 98.99% - ≥ 98.00% = 10%
< 97.99% - ≥ 95.00% = 25%
< 95.00% = 50%
10. Qualification for Rebates due to Downtime
10.1 In order to qualifity for a rebate, it is the Customer’s responsibility to request the rebate from Euphoria within thirty days from the time the Customer becomes eligible to receive the rebate.
10.2 The maximum rebate that shall be granted to a Customer for all downtime that occurs in a single calendar month shall not exceed 50% of the customer’s service fees for the month in which the downtime occurs.
10.3 The rebate available to Customers shall not be applicable for any performance issues caused by factors outside of the control of Euphoria or resulting from the Customer’s equipment or third party equipment or services, such as the ECN, Vodacom, MTN, Internet Solutions or the Telkom ADSL networks.
11. Euphoria’s Standard Support Response Times & Procedures
11.1 Euphoria shall respond to the Customer’s Service-related queries during business hours Monday to Friday (08h30-17h30).
11.2 In the event of a Standard Configuration Change Request, Euphoria’s initial response time to a confirmed email request shall not exceed 2 (two) hours. Thereafter, all valid change requests shall be completed within 72 (seventy-two) working hours.
11.3 Trouble shooting requests shall be responded to via email or telephone within 4 working hours of Euphoria’s receipt of the request and action shall be taken within a period not exceeding 48 (fourty eight) working hours. All clients using Euphoria approved network configurations and hardware shall be assisted remotely at no charge. For all other customers, support is charged at our standard, market related, hourly support rates, during which Euphoria shall work with the Customer’s onsite network support company where Euphoria undertakes to review the problem(s) and consult on a potential solution, but will be under no obligation to make the system work.
11.4 In respect of after hours support, which are provided between 17:30 pm to 08:30 am on business days as well as on weekends, all valid change requests will be completed within 48 hours or less.
12. Cost of the Services
Costs of the Services are as per the quotation provided to each client.
13. Security required by Euphoria
13.1 Euphoria reserves the right to carry out a general credit check on the Customer at any time after the Customer has submitted a request for Services or at any time during the Customer’s use of the Services. The Customer authorises Euphoria to conduct all reasonable credit checks and searches to establish its creditworthiness and undertakes to provide all documents reasonably required by Euphoria.
13.2 Euphoria will set an agreed usage limit for the Customer. If the Customer reaches or exceeds the usage limit set by Euphoria at any time during the use of the Services, Euphoria will suspend the Services until the Customer has settled all outstanding amounts. Euphoria may also alter, if it deems appropriate, the Customer’s usage limit from time to time.
13.3 Euphoria reserves the right to request a deposit from the Customer prior to the commencement of Services .
14. Payment Terms
14.1 The Customer has the election to pay upfront for the Services (“pre-paid services”) or to pay monthly in arrears (“post-paid” services).
14.2 In the event of the Customer choosing post-paid services, all payments due by the Customer under these Terms and Conditions shall be made to Euphoria by way of a duly authorised debit order instruction annexed hereto as Annexure “B” to such bank account number as Euphoria may require from time to time, which debit order instruction shall be submitted by Euphoria between the 20th and 25th of each month.
14.3 Euphoria’s invoices will be deemed to be correct unless the Customer raises a dispute or query within ten (10 ) days of receiving it. If the Customer disputes or queries an invoice it must submit a written claim for the disputed amount, fully documenting the basis of the claim and with sufficient evidence and documentation to support it. The Customer remains liable to pay all undisputed amounts or not subject to a query (unless the Parties otherwise agree in writing).
15. Allocated Telephone Numbers
15.1 Euphoria reserves the right to change any number within the existing numbering plan, code, password, user identity or name allocated by Euphoria from time to time for use in connection with the Services, provided that such change is required by law and Euphoria is not liable for any loss or damage (including consequential damages) arising from such change.
15.2 The Customer is entitled to port its number in accordance with any relevant Regulations.
15.3 The Customer shall abide by all the relevant legislation governing the use of telecommunication services.
15.4 The Customer is prohibited from using its number in any geographical area other the geographical area to which the number is assigned.
15.6 The rights in the Geographic Numbers shall remain those of ECN and the Customer shall not acquire any rights in the Geographic Numbers.
16. Returns Policy in respect of ancillary equipment and products
In addition to any implied legal warranties under the Consumer Protection Act of 2008, Euphoria shall replace all goods that are reported broken within 7 (seven) days of delivery.
17. Breach of these Terms and Conditions
In the event of either party failing to meet its obligations under these Terms and Conditions, the innocent party shall be entitled to cancel the Service Agreement or demand specific performance of the other party’s obligations together with any damages suffered by the innocent party as a result of such default, provided that the defaulting party is given 10 days written notice to remedy the default.
18. Indemnity
18.1 The Customer indemnifies Euphoria (including its agents, associates and employees) against any loss, damage, liability and expense, arising from any occurrence caused by a negligent or wilful act or omission of the Customer, or any of its agents, associates or employees, which indemnity shall survive this Agreement.
18.2 In respect of call recordings, Euphoria agrees to retain all call recordings for the period required by law and shall do all things reasonably possible to protect the integrity of such call recordings. However, Euphoria does not accept any liability arising out of the loss of or damage to information contained in such call recordings.
19. The Parties’ General Rights and Obligations
19.1 These terms and conditions make up the whole agreement between Euphoria and the Customer.
19.2 No amendment, addition or consensual cancellation of these Terms and Conditions will be binding unless it is recorded in writing and signed by the Customer and Euphoria.
19.3 Euphoria shall not be liable for damages arising howsoever out of the provision of the Services outside of its reasonable control.
19.4 The Customer understands that the terms in bold have important legal consequences.
19.5 If Euphoria brings legal proceedings against the Customer to enforce payments of amounts owed to it, the Customer shall be responsible to pay all costs Euphoria incurs in collecting the payment.
19.6 Neither party shall lose any of its rights under these Terms and Conditions if it does not immediately and in every instance insist on them.
19.9 The Customer and Euphoria agree to accept any notice and legal processes at the addresses indicated on the front page of this Agreement.
19.10 Euphoria agrees to keep all information it has obtained regarding the Customer confidential and shall only use such information for the purposes of providing the Services.
ALL POST PAID ACCOUNTS ARE SUBJECT TO CREDIT APPROVAL AND REQUIRED DEPOSIT
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