Euphoria Telecom (Pty) Ltd agrees to provide communication services to the Customer subject to the following terms and conditions:
1.1 Euphoria Telecom wholesales services from electronic communications network service (“ECNS”) and electronic communications service (“ECS”) licensees.
1.2 Euphoria Telecom has entered into agreements with said Licensees for the wholesale purchase of the licensed services.
1.3 Euphoria Telecom, under the auspices of the licenses granted to the Licensees, hereby resells the licensed services and such other services as are specified in this Service Agreement and in the Customer Order Form(s).
2. Interpretation and definitions:
In these Terms and Conditions, and in any other signed agreements with Euphoria Telecom, the following terms shall have the meanings provided below. Where there is an overlapping definition, the meaning in the specific agreement supercedes the meaning in these terms and conditions:
2.1 “Ancillary or CPE Equipment” shall include the following:
– Voice over Internet Protocol (VoIP) phones; and
– Network routers, switches and modems.
2.2 “Approved Hardware” hardware certified and approved for use with Euphoria Telecom’s services.
2.3 “Authority” means the legal governing body in the specific instance.(Examples would include ICASA (Independent Communications Authority of South Africa), Telkom or Nashua Communications)
2.3 “Downtime” means, Euphoria Telecom’s servers are unavailable due to problems with Euphoria Telecom’s systems or hardware.
2.4 “Geographic Numbers” mean geographic specific numbers from the national numbering range such as 021 or 031.
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 cloud based (hosted) pbx and voice services;
2.6.2 the provision of call recording and logging services;
2.6.3 the provision cloud based (hosted)email services;
2.6.4 the provision of data and/or Internet services.
2.7 “Service Fees” means any service provided by Euphoria Telecom for a monetary value.
2.8 “Customer Order Form” means a completed Euphoria Telecom order form requesting new services.
2.9 “Managed Connection” means a leased digital circuit line that is ordered through Euphoria Telecom and is managed by Euphoria Telecom for the purpose of voice and/or data services.
2.10 “Unmanaged Connection” means any network connection used for the purpose of voice services that is not a digital leased circuit ordered from and managed by Euphoria Telecom such as but not limited to ADSL, 3G, WiMAX, LTE, Diginet, NGN and Fibre Connections.
2.11 “Standard Configuration Change Request” means a standard change in Services requested from the Customer not based on any fault in the Services.
2.12 “Trouble Shooting Request” means a request by the Customer to address any problems the Customer is experiencing with the Services.
2.13 “Emergency” means the Customer is unable to make use of Euphoria Telecom’s services while using approved hardware and a managed connection.
3. Period of Services:
This agreement shall commence from the date of signature and will continue until either party terminates the agreement subject to Clause 17. The provision of Services shall commence upon the date(s) stated in the Customer Order Form(s) and will continue to be provided for the period stated in the Customer Order Form(s).
4. Euphoria Telecom’s undertakings in respect of the Services
4.1 Euphoria Telecom undertakes to provide the Customer with the Services and any Ancillary Equipment or products in terms of the signed service agreement(s) and in a manner that is professionally acceptable in accordance with generally accepted telecommunications industry standards.
4.2 Euphoria Telecom 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 Euphoria Telecoms’ acceptable use policies published on www.euphoria.co.za.
5.2 The Customer indemnifies Euphoria Telecom 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 Euphoria Telecom’s or Euphoria Telecom’s suppliers’ networks (or any networks interconnected to these networks) or any part thereof or impairs or precludes them (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 Euphoria Telecom’s Suppliers’ may, if it is of their 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 themselves or on the part of Euphoria Telecom.
5.5 The Customer acknowledges that Euphoria Telecom 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 Euphoria Telecom.
6. Customer’s Obligations to Euphoria Telecom
The Customer must:
6.1 comply with any instructions issued by Euphoria Telecom which concern its use of the Services, Ancillary Equipment, rented equipment or matters related thereto, and which may be required to ensure the satisfactory provision of the Services; and
6.2 provide Euphoria Telecom with all information relating to its use of the Services, Equipment or matters related thereto that Euphoria Telecom may reasonably require from time to time.
6.3 When Customers rent equipment from Euphoria Telecom they acquire a right of use of the equipment for the duration of the contract, and Euphoria Telecom may not unreasonably request return or change of equipment for the duration of the contract
6.4 The Customer agrees to allow Euphoria access to the rented equipment for the duration of this contract, such access which is necessary for the maintenance of and proper running of the Customer’s Service under this Agreement, and allows Euphoria to make such necessary alterations/replacements as it sees fit for the good running of this service;
6.5 The customer agrees to undertake reasonable measures to maintain the rented equipment insofar as it will prevent abuse of it, unnecessary access to it, prevent foreseeable natural damage to it, or prevent any other physical damage to it.
Upon exercise of termination by either party as set out in Clause 17, the equipment is to be returned to the premises of Euphoria Telecom.
7.1 Delivery of equipment takes place upon collection, either by the Client; Client’s designated Courier Company or a courier company designated by Euphoria Telecom at the Client’s request. In instances where installation is necessary by Euphoria Telecom’s technicians/approved technicians, delivery takes place upon completion of installation.
7.2 Euphoria Telecom uses external service providers for the transportation and delivery of goods, the cost of which shall be for the Customer’s account.
7.3 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 Telecom’s Support when providing the Services
8.1 In providing the Services, Euphoria Telecom 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 Telecom’s Cloud PBX with Approved Hardware and a Managed Connection(s), including phones and routers shall be remotely supported by telephone and email at no charge.
8.3 Customers not using Euphoria Telecom’s Managed Connection(s) may be refused support relating to call quality, connection stability or loss of service availability. Customers will need to consult with their own connectivity providers and installers as Euphoria Telecom has no responibility to fix, repair, monitor or ensure any level of bandwitdth avaialbiltiy via unmanaged connection(s).
8.4 Customers may be required to connect Approved Hardware to their existing network infrastructure at the their premises. Euphoria Telecom is not responsible for any network related issues, connection downtime, or any other network related problems as a result of connecting Approved Hardware into the Customer’s existing network infrastructure.
9. System Uptime and the Service Undertaking
9.1 During the service period, the cloud (hosted) pbx and voice services 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 Telecom 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 qualify for a rebate, it is the Customer’s responsibility to request the rebate from Euphoria Telecom 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 direct control of Euphoria Telecom or resulting from the Customer’s equipment, third party equipment or services, such as those of Telkom, Nashua Communications, Vodacom, MTN, Internet Solutions, Cell C, 8ta or any other related service provider.
11. Euphoria Telecom’s Standard Support Response Times & Procedures
11.1 Euphoria Telecom shall respond to the Customer’s Service-related queries during business hours Monday to Friday (08h00-17h00).
11.2 In the event of a Standard Configuration Change Request, Euphoria Telecom’s initial response time to a confirmed email request shall not exceed 4 (four)working hours. Thereafter, all valid change requests shall be completed within 24 (twenty-four) working hours.
11.3 Trouble shooting requests shall be responded to via email or telephone within 4 working hours of Euphoria Telecom’s receipt of the request and action shall be taken within a period not exceeding 48 (fourth-eight) working hours. All clients using Euphoria Telecom approved network configurations, approved hardware and managed connection(s) 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 Telecom shall work with the Customer’s onsite network support company or personnel. Euphoria Telecom 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 After hours support, which is provided between 17:00pm to 08:00am on business days as well as on weekends, is only available for emergencies.
12. Cost of the Services
Costs of the services are as per completed Customer Order Forms. Any increase in the costs of the services is subject to a maximum annual increase of the CPI (Consumer Price Index).
13. Security required by Euphoria Telecom
13.1 Euphoria Telecom 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 Telecom to conduct all reasonable credit checks and searches to establish its creditworthiness and undertakes to provide all documents reasonably required by Euphoria Telecom.
13.2 Euphoria Telecom will set an agreed usage limit for the Customer. If the Customer reaches or exceeds the usage limit set by Euphoria Telecom at any time during the use of the Services, Euphoria Telecom will suspend the Services until the Customer has settled all outstanding amounts. Euphoria Telecom may also alter, if it deems appropriate, the Customer’s usage limit from time to time.
13.3 Euphoria Telecom reserves the right to request a deposit from the Customer prior to the commencement of Services.
14. Payment Terms
14.1 Payments due by Post-Paid Customers under these Terms and Conditions shall be made to Euphoria Telecom by way of a duly authorised debit order instruction annexed hereto as Annexure “A”. A 50% deposit on the monthly calling credit limit requirement is necessary for all accounts requiring a credit limit over R 2000.
14.2 For clients who strictly do not sign debit orders and do not wish to use the Pre-Paid services, a refundable deposit of 75% of the total monthly costs including calling credit is necessary for services to commence.
14.3 Pre-Paid services are optional for telephony cloud based (hosted) services including PBX, Voice and Call Recording Services.
14.4 Euphoria Telecom’s invoices will be deemed to be correct unless the Customer raises a dispute or query within forty five (30) 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 waives the right to dispute or query any charges that is does not dispute or query within the specified time frame. 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 The Customer is entitled to port its number in accordance with any relevant Regulations.
15.2 The Customer shall abide by all the relevant legislation governing the use of telecommunication services.
15.3 The Customer is prohibited from using its number in any geographical area other the geographical area to which the number is assigned.
15.4 The rights in the Geographic Numbers provided shall be deemed to be those of the customer in accordance with ICASA regulations, and may be ported prior to termination of this contract, subject to the limitation of liability of Euphoria Telecom in Clause 18.
16. Returns Policy in respect of ancillary equipment and products
16.1 Euphoria Telecom shall, subject to stock availability, fix or replace all purchased hardware that is reported broken within 7 (seven) working days of delivery. The cost of the delivery of such hardware to the Customer shall be for the Customer’s account.
16.2 Euphoria Telecom shall, , subject to stock availability, fix or replace all rented hardware that is reported broken within 7 (seven) working days. If the device has been abused or accidentaly broken, the cost of delivering and replacing the goods for the Customer shall be for the Customer’s account.
17. Termination of Services
17.1 Either party shall be entitled to terminate this agreement by providing the other party with thirty (30) days prior written notice to that effect.
17.2 Termination in accordance with clause 17.1 shall not affect the terms and conditions set out in the Customer Order Form(s).
17.3 The termination of these services shall be subject to the early termination charges set out in the Customer Order form(s).
18. Limitation of Liability
18.1 Euphoria Telecom shall not be liable to the Customer, its employees, agents or sub-contractors or any third party for any consequential, indirect, punitive, special or incidental loss or damage of whatsoever nature and howsoever arising which shall include but shall not be limited to loss of property or loss of profit, business, goodwill, revenue or anticipated savings or any costs, claims or demands of whatsoever nature and howsoever arising, whether out of breach of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability, in depict or otherwise, whether asserted against Euphoria Telecom or against the Customer by any third party and whether based on or in relation to this Agreement, any Services performed or undertaken under or in connection with this Agreement, the rendering or non-rendering of the Services, their withdrawal or suspension, or otherwise.
18.2 Without limiting the provisions of clause 18.1 in any way, Euphoria Telecom shall explicitly not be liable to the Customer for:
18.2.1 loss or damage arising as a result of lost, damaged or corrupted data, and/or
18.2.2 the failure for any reason whatsoever to supply and/or deliver and/or provide installation of any terminal equipment on a specified date.
18.3 Nothing contained in this clause 18 shall limit the Customer’s liability in respect of charges incurred for the Services.
18.4 We will not be liable to you or any other person for:
18.4.1 Porting your phone number in accordance with your request; or
18.4.2 Any delays in or failures to implement a request to port; or
18.4.3 Any variation of your phone number; or
18.4.4 Rights of use in your phone number coming to an end.
18.5 Euphoria Telecom depends on third party providers, directly or indirectly, to provide its services. To the extent permitted by law, the customer agrees not to hold third party service providers liable for damages, losses, costs or expenses for any consequential, incidental or indirect losses or for any loss of profits, business, income or interest, or in respect of any claims by third parties arising from or in connection with any act, omission, neglect or default of a third party provider, or us where this is a direct result of the third party provider act or omission, neglect or default.
19. The Parties’ General Rights and Obligations
19.1 These terms and conditions make up the backbone agreement between Euphoria Telecom and the Customer, which is subject only to the Customer Order Forms completed by the customer.
19.2 Neither the Customer nor Euphoria Telecom are legally obliged to comply with any express or implied term, condition, undertaking, representation, warranty, or promise not recorded in these Terms and Conditions.
19.3 Terms and Conditions replace any arrangement or understanding held by the parties before these Terms and Conditions were signed and accepted.
19.4 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 Telecom.
19.5 Euphoria Telecom shall not be liable for damages arising howsoever out of the provision of the Services outside of its reasonable control.
19.6 If Euphoria Telecom brings legal proceedings against the Customer to enforce payments of amounts owed to it, the Customer shall be responsible to pay all costs Euphoria Telecom incurs in collecting the payment.
19.7 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.
19.8 The Customer and Euphoria Telecom agree to accept any notice and legal processes at the addresses indicated on the front page of this Agreement.
19.9 Euphoria Telecom 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.