Terms and Master Services Agreement

1. Introduction and Framework

1.1 Purpose

This MSA sets out the general legal and commercial terms on which SureTel supplies telecommunications, connectivity, internet access, wireless and LTE services, VoIP and SIP services, Cloud PBX and unified communications, managed IT services, CCTV and security-related solutions, hardware, rentals, licences, support, professional services, and related products and deliverables in South Africa.

1.2 Regulated telecommunications environment

The parties acknowledge that some Services are supplied within a regulated telecommunications environment and may be subject to:

• the Electronic Communications Act 36 of 2005 (ECA);

• the Electronic Communications and Transactions Act 25 of 2002 (ECTA);

• the Protection of Personal Information Act 4 of 2013 (POPIA);

• regulations, licence conditions, exemptions, directives, codes, plans, approvals, rulings, standards, and lawful requirements issued by the Independent Communications Authority of South Africa (ICASA) or any other competent authority; and

• requirements relating to numbering, number portability, service-charter obligations, equipment approval, radio use, operator interconnection, carrier processes, and facilities availability.

1.3 Umbrella agreement

This MSA is the umbrella agreement governing the parties' overall commercial relationship. Specific Services, products, projects, and transactions are activated through one or more accepted commercial documents and supporting records.

1.4 Plain-language and enforceability intent

This MSA is intended to be commercially practical, reasonably readable, and enforceable under South African law while preserving SureTel’s legitimate interests in payment certainty, recurring revenue protection, credit control, service integrity, and supplier risk allocation.

2. Contract Documents and Order of Precedence

2.1 Integrated agreement

The agreement between the parties consists of, as applicable:

1. this MSA;

2. each applicable Service Schedule;

3. each accepted quotation, commercial schedule, order form, proposal, or statement of work;

4. the SureTel Quotation and Order Form Terms;

5. the SureTel Debit Order and Payment Authority or any other approved payment mandate;

6. the SureTel Privacy Notice and POPIA Data Terms;

7. the SureTel Electronic Acceptance and Onboarding Pack;

8. any agreed SLA, acceptable use policy, implementation assumptions, service description, or special terms expressly accepted by SureTel in writing.

2.2 Order of precedence

If there is a conflict, the following order applies unless a higher-ranking document expressly states otherwise and is accepted by an authorised SureTel representative:

2.3 No override by customer paper

Customer purchase orders, procurement terms, portals, onboarding systems, vendor registration forms, or “subject to contract” language do not amend or displace this MSA unless SureTel expressly agrees in writing.

3. Definitions

In this MSA, unless the context indicates otherwise:

4. Formation of Agreement

4.1 Binding formation methods

This MSA and any Service order become binding on the earliest of:

• signature of this MSA or any quotation, order form, onboarding pack, or schedule;

• written acceptance by email;

• click-through or portal acceptance;

• issue of a purchase order referring to a SureTel quote or Service;

• instruction to proceed with provisioning, installation, implementation, delivery, migration, porting, or procurement;

• payment of a deposit or any amount toward the Service;

• completion of onboarding steps requested to activate the Service;

• SureTel commencing work at the Customer’s request;

• first use of any Service, credential, software, line, number, or equipment supplied for the Service; or

• deemed acceptance under clause 5.

4.2 Authority

The person accepting a Service, quote, or onboarding pack on behalf of the Customer warrants that they have authority to bind the Customer. The Customer remains bound whether or not internal procurement, legal, or management approval was obtained.

4.3 ECTA recognition

To the extent permitted by ECTA, the parties agree that electronic signatures, scanned signatures, click acceptance, portal logs, CRM records, email approvals, and electronic communications may be used as evidence of contract formation, variation, and acceptance.

5. Commencement, Acceptance, and Billing Start

5.1 Commencement Date

The Commencement Date for each Service is the earliest date contemplated in clause 4.1 or the date stated in the applicable order document.

5.2 Deemed acceptance

A Service is deemed accepted and billable on the earliest of:

• first productive or non-trivial use;

• written sign-off;

• oral go-ahead later confirmed in writing by SureTel;

• 2 Business Days after SureTel gives a ready-for-service, activation, handover, completion, or delivery notice, unless the Customer gives a specific written objection identifying a material defect in SureTel’s ordered scope within that period;

• the date on which the Service would reasonably have gone live but for Customer delay, lack of access, Customer Environment issues, missing information, missing approvals, site unreadiness, or other Customer dependency; or

• delivery of hardware, credentials, licences, or numbers enabling use where the remaining dependency lies with the Customer.

5.3 Scope of objection rights

The Customer may object only to a genuine material failure in SureTel’s ordered scope. A minor snag, cosmetic issue, non-material configuration item, Customer-side dependency, or issue caused by the Customer Environment does not delay acceptance or billing.

5.4 Partial or staged delivery

If Services are delivered in phases, each phase may be accepted and billed separately.

6. Services and Service Schedules

6.1 General

SureTel may supply Services directly or through one or more Upstream Providers.

6.2 Service-specific terms

Each category of Services may be supplemented by a Service Schedule, including:

• connectivity, fibre, wireless, LTE, failover, and internet services;

• VoIP, SIP, telephony, numbering, and porting services;

• Cloud PBX and unified communications;

• managed IT services;

• CCTV and security systems;

• hardware sale, rental, financed equipment, and related activation services.

6.3 Service changes

SureTel may reasonably make operational, technical, routing, architecture, platform, supplier, numbering, or support changes required to maintain security, compliance, continuity, or serviceability, provided the changes do not materially reduce the contracted core Service without lawful justification.

7. Regulatory Compliance

7.1 Compliance framework

The Services are supplied subject to:

• Applicable Communications Law;

• any applicable licence, exemption, or registration status of SureTel or an Upstream Provider;

• ICASA requirements;

• numbering and number portability rules;

• type approval and equipment compliance requirements;

• lawful interception, anti-fraud, anti-spoofing, service-charter, and operational rules; and

• technical and commercial constraints of Upstream Providers.

7.2 Regulatory cooperation

The Customer must provide all information, consents, mandates, letters of authority, site details, identity information, and supporting documents reasonably required for compliance, numbering administration, porting, credit vetting, fraud control, or lawful activation.

7.3 Regulatory changes

SureTel may amend processes, Service features, pricing, operational requirements, documentation, technical specifications, and implementation steps where reasonably required by changes in Applicable Communications Law, ICASA requirements, supplier flow-down obligations, or lawful directives.

7.4 Equipment compliance

Where required, electronic communications equipment connected to relevant networks must be lawfully approved, exempt, or otherwise permitted. SureTel may refuse to connect, activate, support, or warrant non-compliant equipment.

8. Customer Obligations

The Customer must:

• cooperate with provisioning, onboarding, installation, and support;

• provide accurate commercial, technical, site, billing, and user information;

• ensure a safe, lawful, and suitable site and Customer Environment;

• provide power, rack space, cabling access, permissions, and site access where required;

• keep credentials, devices, and internal systems secure;

• use the Services lawfully and only for authorised business purposes;

• comply with applicable policies and reasonable security instructions;

• maintain any required internal approvals, user authorisations, and recording notices;

• promptly report fraud, compromise, loss of equipment, and security incidents; and

• not interfere with, misuse, reverse engineer, resell without approval, or unlawfully access the Services.

9. Charges, Invoicing, and Payment

9.1 Charges payable

The Customer must pay all Charges when due, including recurring fees, usage charges, installation fees, setup fees, deposits, equipment charges, taxes, pass-through charges, regulatory charges, and other lawful amounts.

9.2 Billing timing

Unless the applicable order document states otherwise:

• recurring monthly charges are billed monthly in advance;

• usage and variable charges are billed in arrears;

• once-off charges may be billed on order, on delivery, on installation, on activation, or on completion;

• prorated charges may be applied for part months.

9.3 Due date

Invoices are due on the due date stated on the invoice, failing which within 7 calendar days of invoice date.

9.4 Debit order and automated collection

Unless SureTel agrees otherwise in writing, recurring Services must be paid by debit order, recurring card authority, or another automated payment method approved by SureTel.

9.5 No set-off or withholding

All undisputed amounts are payable in full without set-off, withholding, deduction, counterclaim, retention, or deferment.

9.6 Narrow enforceability carve-out

The Customer may withhold only amounts:

• expressly admitted by SureTel in writing to have been overbilled; or

• finally determined by a court or arbitrator of competent jurisdiction to have been wrongly charged.

Pending that outcome, all recurring and undisputed Charges remain payable.

9.7 Invoice disputes

A billing dispute must be delivered in writing within 7 calendar days after invoice date and must specify:

• the invoice number;

• the exact amount disputed;

• the line items disputed; and

• the detailed reasons and supporting information.

If no compliant dispute is delivered in time, the invoice is deemed correct and accepted.

9.8 Payment allocation

SureTel may allocate payments in its reasonable discretion, including to:

• oldest debt;

• interest;

• recovery costs;

• usage charges;

• recurring charges;

• equipment or once-off charges; and

• disputed amounts later determined to be due.

9.9 Interest

Overdue amounts bear interest at 2% per month compounded monthly, or the maximum lawful rate if lower, from due date until payment in full.

9.10 Taxes and statutory charges

All Charges are exclusive of VAT unless expressly stated otherwise. The Customer must pay VAT and any other applicable taxes, levies, numbering charges, regulatory charges, licence-related charges, type-approval-related charges, statutory fees, or other lawful pass-through amounts.

10. Deposits, Security, and Credit Control

10.1 Deposits and prepayment

SureTel may require a deposit, prepayment, guarantee, suretyship, or other security before activation, after a failed payment, where fraud risk exists, or where credit exposure materially increases.

10.2 Reassessment of credit risk

SureTel may reassess the Customer’s credit standing during the term and may withdraw credit terms or require additional security on reasonable grounds, including repeated late payment, chargebacks, increased exposure, adverse credit events, suspected fraud, or deterioration in payment behaviour.

10.3 Failed payment events

Any of the following is a material credit event:

• unpaid debit order;

• chargeback;

• reversal;

• stop-payment instruction;

• dishonoured EFT undertaking;

• failed card collection; or

• repeated late payment.

10.4 Remedies

On a material credit event, SureTel may, without prejudice to its other rights:

• retry collection;

• suspend or restrict any Service;

• require cleared funds, prepayment, or deposit;

• cancel credit terms;

• demand replacement payment authority;

• accelerate amounts lawfully due;

• charge lawful bank, admin, and chargeback costs; and

• hand the account over for collection.

11. Collections, Proof of Debt, and Recovery Costs

11.1 Collection rights

SureTel may use attorneys, collection agents, tracing agents, and credit control providers to recover amounts due.

11.2 Costs

The Customer must pay all reasonable tracing, collection, attorney, counsel, correspondent, sheriff, and recovery costs lawfully incurred by SureTel in recovering overdue amounts or enforcing this MSA.

11.3 Certificate of indebtedness

A certificate signed by a SureTel manager, member, financial manager, credit manager, or authorised representative stating the amount owing, the basis of indebtedness, or the fact of default will be prima facie proof of the matters stated in it, unless the contrary is proved or manifest error is shown.

11.4 Supporting records

Invoices, statements, CRM records, usage records, call detail records, service logs, onboarding records, acceptance records, system logs, and payment records may also be used as evidence of the debt and the contractual basis for it.

12. Cross-Default

12.1 Cross-default principle

The parties acknowledge that SureTel prices and provides Services based on the overall commercial relationship. A default affecting one Service may prejudice the basis on which other Services are supplied.

12.2 Cross-default events

Any of the following in relation to any one Service, account, invoice, or obligation constitutes a default across all Services:

• non-payment;

• repeated late payment;

• failed debit order, reversal, or chargeback;

• material breach of this MSA or any incorporated document;

• fraud, abuse, unlawful use, or security compromise;

• repudiation;

• insolvency, liquidation, sequestration, business rescue, compromise with creditors, or similar financial distress;

• material deterioration in credit risk; or

• breach of a security undertaking, suretyship, or payment arrangement.

12.3 Rights on cross-default

On a cross-default, SureTel may, to the extent lawful:

• suspend or restrict any or all Services;

• terminate any or all Services;

• withdraw discounts, concessions, or credit terms;

• require prepayment, deposit, or security;

• block ports, credentials, or access;

• recover hardware;

• accelerate lawfully recoverable amounts; and

• decline new orders, upgrades, or renewals.

13. Suspension and Restriction Rights

13.1 Immediate suspension grounds

SureTel may suspend, filter, reroute, rate-limit, block, disable, or restrict a Service immediately where reasonably necessary because of:

• non-payment;

• failed payment event;

• fraud suspicion;

• abuse;

• unlawful use;

• spam, spoofing, robocalling, scanning, intrusion, malware, or cyber abuse;

• security compromise or urgent security risk;

• protection of SureTel, another customer, or an Upstream Provider;

• regulatory instruction or legal obligation; or

• a condition that risks the integrity or stability of the network or platform.

13.2 Cure-based suspension

For other material breaches not requiring immediate action, SureTel may give written notice requiring remedy within a reasonable cure period. If not remedied in time, SureTel may suspend the affected Service or any related Service impacted by the breach.

13.3 Billing during suspension

Recurring Charges continue during suspension where the suspension results from:

• Customer default;

• Customer Environment issues;

• non-payment;

• fraud or abuse linked to the Customer;

• Customer-controlled compromise;

• failure to cooperate; or

• Customer-caused operational or regulatory risk.

13.4 Reconnection

Reinstatement is subject to:

• payment in cleared funds;

• replacement payment authority if required;

• rectification of the underlying risk or breach;

• any required security or deposit;

• a reconnection fee; and

• any third-party reinstatement or reactivation charges.

14. Price Adjustments and Pass-Through Costs

14.1 Annual adjustment

SureTel may increase recurring Charges annually on at least 30 days’ written notice by the greater of:

• CPI; or

• 8%.

14.2 Pass-through and exceptional adjustments

SureTel may increase Charges immediately or on reasonable notice to reflect increases, changes, or costs imposed by or arising from:

• FNOs;

• carriers;

• cloud providers;

• software or licence vendors;

• utilities;

• data centres;

• exchange-rate movements;

• taxes or levies;

• security or compliance obligations;

• Applicable Communications Law or ICASA requirements;

• numbering, porting, licence, type approval, or regulatory charges;

• supplier, platform, or infrastructure cost increases; or

• any third-party cost that directly affects the relevant Service.

14.3 Service-by-service repricing

SureTel may reprice each Service independently.

14.4 No cancellation solely for pass-through increases

Unless prohibited by law or expressly agreed otherwise in writing, a pass-through increase caused by an Upstream Provider, a regulatory change, or a statutory cost increase does not entitle the Customer to terminate without paying all Charges lawfully triggered by that termination.

15. Upstream Dependency and Force Majeure

15.1 Dependency acknowledgement

The Customer acknowledges that many Services depend partly or wholly on Upstream Providers and on systems, facilities, rights of access, buildings, power, municipal infrastructure, software platforms, interconnects, licences, numbering resources, and third-party processes that SureTel does not fully own or control.

15.2 No liability for upstream failures

To the fullest extent permitted by law, SureTel is not liable for delays, failures, degraded quality, missed appointments, outages, interruptions, poor routing, porting delay, numbering delay, non-availability, or inability to restore a Service where caused by or materially contributed to by:

• an FNO, carrier, wholesaler, number host, porting participant, or other Upstream Provider;

• utility failure, load shedding, or municipal disruption;

• landlord or body corporate refusal or delay;

• permit, wayleave, or site-access issues;

• cable theft, fibre cuts, vandalism, theft, civil unrest, or third-party damage;

• congestion, latency, packet loss, routing issues, interference, or wireless conditions;

• software, cloud, or data centre incidents;

• supplier insolvency or supplier business failure; or

• any event beyond SureTel’s reasonable control.

15.3 Force majeure

A Force Majeure Event or upstream dependency event suspends affected obligations for the duration of the event to the extent performance is prevented or materially hindered.

16. Service Performance and Support Framework

16.1 Reasonable efforts

Unless a signed SLA expressly states otherwise, SureTel provides Services on a reasonable-efforts basis appropriate to the relevant Service category and commercial model.

16.2 No absolute warranty

SureTel does not warrant uninterrupted, error-free, latency-free, congestion-free, or fault-free service.

16.3 Support dependence

Response, restoration, and service quality may depend on access, diagnostics, cooperation, third-party suppliers, available coverage, destination networks, spare stock, and the Customer Environment.

17. Equipment, Title, Risk, and Recovery

17.1 Title

Ownership of equipment sold by SureTel passes only when all amounts relating to that equipment have been paid in full, unless the applicable schedule expressly provides otherwise.

17.2 Risk

Risk in equipment passes on delivery, installation, or possession by the Customer or its representative, whichever occurs first, subject to any contrary signed terms.

17.3 Rental and financed equipment

Rented, loaned, managed-use, subsidised, or financed equipment remains subject to the commercial terms under which it was supplied, including return, recovery, inspection, replacement, subsidy clawback, and de-installation rights.

17.4 Recovery rights

If the Customer defaults, SureTel may recover, disable, decommission, or require return of any equipment that remains SureTel’s property or in respect of which title has not passed.

18. Authorised Use, Security, Fraud, and Cyber Abuse

18.1 Authorised use

The Customer is responsible for all use of the Services through its accounts, numbers, lines, devices, credentials, APIs, portals, PBX systems, extensions, call forwarding rules, integrations, and Customer Environment.

18.2 Security obligations

The Customer must implement and maintain reasonable security controls, including password protection, MFA where available, device security, LAN and PBX hardening, patching, firewall controls, access management, and fraud controls appropriate to the Services used.

18.3 Cybersecurity disclaimer

SureTel may provide security-related Services, recommendations, tools, or monitoring, but does not warrant that any Service will prevent all cyber incidents, fraud, spoofing, intrusion, malware, data loss, denial-of-service, compromise, or other attack.

18.4 No assumption of liability by monitoring

SureTel’s decision to monitor, not monitor, block, not block, cap, not cap, investigate, or not investigate traffic, usage, or suspicious activity does not transfer responsibility for the Customer’s systems or traffic to SureTel.

18.5 Toll fraud and credential misuse

The Customer is liable for all usage, traffic, and Charges arising from:

• toll fraud;

• compromised or stolen credentials;

• hacked PBX activity;

• unlawful forwarding;

• softphone misuse;

• API misuse;

• internal employee or contractor misuse;

• third-party misuse of the Customer Environment; and

• traffic associated with the Customer’s account, users, numbers, devices, extensions, or credentials,

except to the extent the Customer proves that the relevant charge or loss was caused solely by SureTel’s gross negligence.

18.6 No internal approval defence

It is not a defence that usage was generated without internal management approval, outside business hours, contrary to internal policy, or by a person who was not internally authorised by the Customer.

19. Data Processing, Privacy, and POPIA

19.1 General approach

The parties will comply with POPIA in relation to Personal Information processed under this MSA.

19.2 Role allocation

Depending on the Service and processing activity:

• SureTel may act as responsible party for its own customer management, quoting, onboarding, billing, collections, fraud prevention, compliance, and service-improvement activities;

• SureTel may act as operator where it processes Personal Information solely on the Customer’s documented instructions for a contracted managed or hosted service;

• each party may act as an independent responsible party for the Personal Information it controls for its own lawful purposes.

19.3 Customer responsibilities

The Customer warrants that it has a lawful basis to provide Personal Information, traffic information, user details, recordings, or instructions to SureTel and that it has given required notices and obtained required consents where applicable.

19.4 Service and traffic data

SureTel may process service data, traffic data, usage data, numbering data, porting data, support data, billing data, technical logs, and security data to quote, provision, secure, support, bill, recover debts, and improve the Services.

19.5 Third-party disclosures

SureTel may disclose information where reasonably necessary to Upstream Providers, regulators, numbering administrators, porting participants, payment processors, fraud-control providers, debt collectors, attorneys, auditors, cloud providers, contractors, or law enforcement, to the extent lawful and reasonably required.

19.6 Cross-border processing

Some systems or providers may store or process information outside South Africa. SureTel may permit such processing subject to lawful transfer requirements and reasonable safeguards where required.

19.7 Recordings and communications compliance

Where call recording, call logging, monitoring, or CCTV-related functions are enabled, the Customer is responsible for giving notices and obtaining any consents required by law, unless the parties expressly agree otherwise in writing.

19.8 Security standard

SureTel will use commercially reasonable technical and organisational measures appropriate to the nature of the information processed, but does not warrant absolute security.

20. Early Termination, Cancellation, and Breach Remedies

20.1 Customer early termination

If the Customer:

• cancels a fixed-term Service early;

• repudiates the agreement;

• abandons a Service;

• causes decommissioning before the end of the Minimum Term; or

• commits a breach that entitles SureTel to terminate,

the Customer must immediately pay, to the extent lawful, a compensatory termination amount comprising:

1. all arrears and overdue amounts;

2. accrued but unbilled Charges;

3. all committed third-party cancellation, decommissioning, or exit charges;

4. all FNO, carrier, cloud, licence, porting, number-hosting, or supplier penalties or termination charges;

5. all unamortised setup, installation, activation, migration, subsidy, discount, router, handset, device, hardware, or other upfront costs incurred on the assumption of recovery over the Minimum Term;

6. the remaining recurring Charges for the unexpired balance of the Minimum Term as a genuine estimate of lost bargain, reserved capacity, committed supplier cost, and recovery of upfront investment;

7. de-installation, collection, recovery, logistics, and restoration costs; and

8. reasonable tracing, collection, and legal recovery costs.

20.2 Credit for saved direct costs

To the extent required by law, SureTel will credit the Customer only for direct costs actually saved and reasonably avoidable because of the early termination.

20.3 Commercial rationale

The parties record that SureTel commonly incurs upfront setup costs, procurement costs, subsidised hardware costs, reserved capacity costs, supplier commitments, and sales/acquisition costs on the assumption of recovery during the agreed term. The termination regime in this clause is intended as a compensatory recovery mechanism and not a punitive one.

20.4 Month-to-month termination

A month-to-month Service may be terminated on at least 1 calendar month’s written notice, but the Customer remains liable for all Charges incurred up to the effective termination date, including committed third-party amounts, usage, recovery amounts, and equipment-related charges.

20.5 Cancellation before go-live

If the Customer cancels after ordering or acceptance but before completion or go-live, the Customer remains liable for work performed, surveys, procurement costs, implementation costs, supplier charges, reserved stock or licences, and other lawful recoverable amounts already incurred or committed.

21. SureTel Termination Rights

SureTel may terminate any Service or this MSA, in whole or in part, if:

• the Customer commits a material breach and fails to remedy it within any applicable cure period;

• immediate termination is reasonably necessary due to fraud, non-payment, abuse, or serious security risk;

• an Upstream Provider withdraws the underlying Service or makes continued supply unlawful, impossible, commercially unreasonable, or technically impracticable;

• performance becomes unlawful;

• the Customer enters liquidation, sequestration, business rescue, or equivalent distress; or

• the Customer repeatedly defaults despite prior indulgence.

Termination is without prejudice to accrued rights, debts, and recovery claims.

22. Indemnities

22.1 Customer indemnities

The Customer indemnifies SureTel against claims, losses, fines, damages, costs, and liabilities arising from:

• unlawful use of the Services;

• unlawful recordings or surveillance requested or enabled by the Customer;

• breach of third-party rights by Customer content, data, or instructions;

• Customer failure to obtain required notices, permissions, or consents;

• fraud, spoofing, spam, cyber abuse, or misuse originating from the Customer Environment; and

• any claim by the Customer’s users, staff, contractors, or downstream customers arising from Customer acts or omissions.

22.2 Scope

This indemnity does not apply to the extent the claim was caused solely by SureTel’s fraud, wilful misconduct, or gross negligence.

23. Limitation of Liability

23.1 Aggregate cap

To the fullest extent permitted by law, SureTel’s total aggregate liability arising from or in connection with any claim, event, or series of related events affecting a Service will not exceed the recurring monthly Charges actually paid by the Customer for the Affected Service during the 1 calendar month immediately preceding the event giving rise to the claim.

23.2 Excluded losses

To the fullest extent permitted by law, SureTel is not liable for:

• indirect, consequential, incidental, punitive, or special loss;

• loss of profit, revenue, savings, or business opportunity;

• reputational harm;

• business interruption;

• increased operating costs;

• loss or corruption of data;

• claims by third parties; or

• penalties payable by the Customer to third parties.

23.3 Dependency carve-out

SureTel is not liable for the conduct, failure, delay, or acts or omissions of Upstream Providers except to the extent a non-excludable liability arises directly from SureTel’s own conduct.

23.4 Non-excludable matters

Nothing in this MSA excludes liability that may not lawfully be excluded under South African law.

24. Amendments

24.1 Operational and regulatory amendments

SureTel may amend this MSA, its schedules, policies, or operational standards on written notice where reasonably required for:

• regulatory or legal compliance;

• security;

• fraud control;

• supplier flow-down obligations;

• service continuity;

• operational alignment; or

• pass-through pricing events.

24.2 Materially adverse commercial amendments

Where an amendment is materially adverse to the Customer in commercial effect and is not required by law, security, or supplier flow-down, SureTel will give at least 30 days’ written notice.

24.3 Deemed acceptance

If the Customer does not object in writing before the effective date, or continues using the affected Service after the effective date, the amendment is deemed accepted.

24.4 Objection process

If the Customer objects to a materially adverse amendment, SureTel may:

• discuss an alternative in good faith;

• continue the affected Service under existing terms if commercially feasible; or

• terminate the affected Service on notice.

If SureTel terminates because the amendment was commercially, operationally, or legally necessary and the Customer refused it, the Customer remains liable for amounts already committed or lawfully triggered with third parties.

25. Notices

25.1 Notice details

Notices must be sent to the latest address or email address notified by the receiving party.

25.2 SureTel notice details

Unless SureTel notifies otherwise in writing, SureTel’s physical notice address is:

SureTel cc Registration No. 2010/092683/23 4 Leeu Street, Rant en Dal, Krugersdorp, Gauteng, South Africa, 1739

SureTel may also send notices electronically from or to the billing, legal, commercial, or operational contact details recorded in the applicable quote, onboarding pack, account profile, or invoice.

25.3 Electronic notices

The Customer consents to receiving invoices, statements, amendments, reminders, breach notices, suspension notices, service notices, and other contractual communications electronically.

25.4 Deemed receipt

A notice sent by email is deemed received in the ordinary course of transmission, subject to proof to the contrary. A physical notice is deemed received on delivery or attempted delivery at the notified address.

26. Confidentiality

Each party must keep the other’s non-public commercial, technical, financial, and business information confidential and may use it only for the contractual relationship, except where disclosure is:

• required by law;

• required for service delivery to Upstream Providers or contractors on a need-to-know basis;

• necessary for debt collection or legal enforcement;

• already lawfully public; or

• independently developed without use of the confidential information.

27. Insolvency and Financial Distress

If the Customer enters liquidation, sequestration, business rescue, compromise, administration, or similar financial distress, SureTel may, to the extent lawful:

• cancel credit terms;

• demand prepayment;

• suspend Services;

• require additional security;

• accelerate lawfully recoverable amounts; and

• terminate affected Services.

28. General

28.1 Entire agreement

This MSA and the incorporated documents contain the entire agreement between the parties regarding their subject matter.

28.2 No oral variation

No oral variation is binding. A variation is valid only if recorded in writing by an authorised SureTel representative, except where this MSA expressly permits amendment by notice and deemed acceptance.

28.3 Severability

If any provision is unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in force.

28.4 Assignment and subcontracting

SureTel may cede, assign, delegate, subcontract, transfer, or securitise any of its rights or obligations to an affiliate, funder, debt purchaser, service provider, or successor. The Customer may not cede, assign, delegate, or transfer its rights or obligations without SureTel’s prior written consent.

28.5 No waiver by indulgence

Any indulgence, delay, or payment arrangement granted by SureTel does not waive any right.

28.6 Survival

Clauses dealing with payment, debt recovery, suspension, early termination, confidentiality, privacy, limitations of liability, indemnities, evidence, and governing law survive termination.

29. Governing Law and Jurisdiction

29.1 Governing law

This MSA is governed by the laws of the Republic of South Africa.

29.2 Jurisdiction

The Customer consents to the jurisdiction of the Magistrate’s Court having jurisdiction over Krugersdorp, notwithstanding that the claim may exceed that court’s monetary jurisdiction, provided that SureTel may elect to institute proceedings in any other court of competent jurisdiction.

30. Customer Acknowledgements

By signing, emailing acceptance, approving a quotation, issuing a purchase order, instructing work to proceed, completing onboarding, paying any amount, using the Services, or failing to object after a ready-for-service or amendment notice, the Customer acknowledges that it:

• has read or had a reasonable opportunity to read this MSA;

• accepts that this MSA forms part of one integrated contractual relationship across all Services;

• understands that cross-default applies across all Services;

• agrees that undisputed invoices are payable without set-off, withholding, or counterclaim, subject only to the narrow carve-outs in this MSA;

• accepts SureTel’s debit order, credit control, and debt recovery rights;

• acknowledges that many Services depend on FNOs, carriers, and other Upstream Providers;

• accepts liability for toll fraud and credential misuse except where caused solely by SureTel’s gross negligence;

• accepts that early termination may trigger substantial compensatory recovery amounts;

• acknowledges that telecom Services are supplied within a regulated environment under the ECA and ICASA requirements; and

• agrees that a manager’s certificate is prima facie proof of debt.

32. Service Schedule Alignment Note

This MSA is intended to operate consistently with service schedules covering at least the following categories:

• Schedule A: Connectivity, fibre, wireless, LTE, failover, and internet services;

• Schedule B: VoIP, SIP, numbering, porting, and telephony services;

• Schedule C: Cloud PBX and unified communications;

• Schedule D: Managed IT services;

• Schedule E: CCTV and security systems;

• Schedule F: Hardware sale, rental, financed equipment, and related regulatory compliance.

Where a Service Schedule contains more specific rules for a Service category, those rules supplement this MSA and must be interpreted consistently with it unless the relevant schedule expressly states otherwise.

Contact details

For questions about these terms, contact SureTel:

• SureTel cc — 4 Leeu Street, Rant en Dal, Krugersdorp, Gauteng, South Africa, 1739
• Email: tracey@suretel.co.za
• Support hours: Monday to Friday, 08:00–17:00 (some customers have 24/7 SLAs where contracted)
• Licensed ISP · ICASA licence: 0009/CECS/AUG/09

Related legal pages

• Privacy Policy
• POPIA
• PAIA
• Cookie Policy

Contact SureTel if you have questions about these terms.