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Incorporation by Reference


These Service Terms incorporates incorporate the Acceptable Use Policy by reference. In the event a conflict arises between the Acceptable Use Policy and these Service Terms, these Service Terms shall apply only to the extent of such conflict with the provisions of these Service Terms.

To the extent, a conflict or inconsistency arises between the Service Specifications, as amended from time to time, and the main body of these Service Terms in respect of the Services’ description, the Service Specifications’ provisions shall prevail to the extent of the inconsistency.

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CloudAfrica reserves the right, in its sole discretion, to, and the Customer agrees that CloudAfrica may, amend these Service Terms at any time, in any way, and from time to time. CloudAfrica will publish details of amendments to these Service Terms on the Website. These amendments shall automatically come into effect on the date specified in the notice of the proposed amendments.

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Interpreting these Service Terms


These Service Terms contains contain a number of words and phrases which have specific meanings and most of which are capitalisedcapitalized. The Glossary, below, contains many of these words and phrases (others are set out in these Service Terms’ body and are designated by terms in quotation marks).

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These Service Terms shall commence on the Commencement Date and shall, where appropriate given the nature of the Services requested and the basis on which they are made available to the Customer – automatically renew on a month to month basis; , or endure for so long as the Services are required; , or endure until the later of the applicable duration where the Customer selects a combination of Services that operate both on a month to month basis and on-demand. 


Monthly Services

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Either Party may terminate these Service Terms on one calendar month’s written notice to the other Party in the event these Service Terms automatically renews on a month to month basis.

On-Demand Services


In the event the Customer requests On-Demand Services, these Service Terms shall terminate on the date on which CloudAfrica ceases to render the last of the Services to the Customer.

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Amendments to or replacements of the Services may, at CloudAfrica’s discretion, require consequential changes to CloudAfrica’s fees payable for and delivery time frames applicable to the Services services described in the amended or replacement Service Specifications.

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CloudAfrica shall render the Services – - as detailed in the Service Specifications, and subject to CloudAfrica’s qualifying criteria, - subject to the the Service Level Undertakings.

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These Service Terms do not purport to, and should not be interpreted to, vary or exclude licenses or use restrictions applicable to 3rd Party Intellectual Property. To the extent a conflict arises between a license or similar use restrictions applicable to 3rd Party Intellectual Property offered through or in conjunction with the Services, the more restrictive license or use restrictions shall apply.

Service Use


Recognising Recognizing that CloudAfrica may not be legally empowered to assign the Intellectual Property Rights in and to the Services to the Customer, CloudAfrica, in the absence of an existing license or where necessary, grants users a Use License to enable users to meaningfully use the Services.

In the event the Customer wishes to take advantage of products or services CloudAfrica does not ordinarily support or provide, the Customer shall detail its requirements in writing and submit those requirements to CloudAfrica for consideration and, in the event that CloudAfrica agrees (in its sole discretion) to provide such additional products or services, such products or services shall be described in a Service Specifications developed to cater for those specific products or services.

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To the extent that any copying, reproduction, distribution, transmission, display, broadcasting, or publishing of any Content is expressly permitted (such permission to be interpreted in its most restrictive sense) users may do so, provided that all trademarks, trade names, and all copyright, ownership, proprietary, and confidentiality notices included on or in relation to the Content are retained and displayed without alteration or modification and not in any manner obscured or removed.

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Users acknowledge that they do not acquire any ownership rights or rights to use the Content except where explicitly permitted to do so. In the event CloudAfrica revokes the Content License, users may no longer use the CloudAfrica’s Content.

Registration

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Users warrant that the personal information they submit to CloudAfrica is accurate, current, and complete and further that the users have given specific, informed, and voluntary consent to CloudAfrica to process their personal information for the purpose of rendering the Services and as described in the Data Protection Policy. Users agree that they will be denied use of the Services should they breach this warranty or subsequently be found to have breached this warranty.

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Fees shall be paid to CloudAfrica by the Customer on the terms and conditions set out in the Service Specifications, without deduction or set-off, and on-demand.

Payment shall be by debit order using the details supplied on the Website or by a credit card payment. Services and usage charges shall be invoiced in advance.

Fees may be payable upfront, monthly or subsequent to Services use, depending on whether the Services are Monthly Services or On-Demand Services. Fees are payable on or before midnight on the last day of each calendar month.

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Without prejudice to any other rights accorded to CloudAfrica in terms of these Service Terms, if the Customer fails to pay any amount on the due date or breaches any of the other terms of these Service Terms, CloudAfrica shall be entitled upon written notice to the Customer, without any liability or obligation whatsoever, to discontinue the services to the Customer until such non-payment or breach is remedied to CloudAfrica’s satisfaction.

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Any specifications, descriptive matter, drawings, and any other documents which may be furnished by CloudAfrica to the Customer from time to time – - do not form part of these Service Terms and may not be relied upon , unless they are agreed in writing by both Parties these Service Terms to form part of these Service Terms; - shall remain CloudAfrica’s property and shall be deemed to have been imparted by it in trust to the Customer for the sole use of the Customer. All copyright in such documents vests in CloudAfrica. Such documents and all copies made thereof shall be returned to CloudAfrica on demand.

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The Receiving Party may disclose Confidential Information to its officers, employees, and subcontractors but only to the extent required for the purposes of the rendering of the Services pursuant to the provisions hereof.

The Receiving Party shall inform any officer, employee or subcontractor, to whom it provides Confidential Information, that such information is confidential and shall instruct them to keep it confidential and not to disclose it to any 3rd Party (other than those persons to whom it has already been disclosed in accordance with the terms of these Service Terms), on the basis that the Disclosing Party is responsible for any disclosure, in breach of this Confidentiality clause, by the person to whom it is disclosed.

Notwithstanding the provisions of this Confidentiality clause, either Party shall be entitled in its discretion from time to time to publish and/or to make known to members of the public, including (without limitation) its shareholding – - the details of its financial performance, its financial performance forecast and the Party’s strategic planning; and - the fact that they the Parties have contracted with one other and may make reasonable use of the other Party’s name and branding for promotional purposes subject to the other Party’s reasonable requirements regarding the use of its branding, from time to time.

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Neither Party shall knowingly, for the duration of these Service Terms and for a period of 1 year after these Service Terms terminates for any reason, furnish any information or advice to anyone else which results in any staff member or any representative and/or agent of the other Party party who was involved in the implementation or execution of these Service Terms to terminate his employment with that Party and/or any other contractual relationship and/or becoming employed by, or directly or indirectly interested in any manner in, any concern which carries on business, directly or indirectly, in competition with any part, aspect or facet of the business conducted by the other Party.

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To the fullest extent permissible by law, CloudAfrica disclaims all warranties of any kind, whether express or implied in respect of the Services, and the Customer utilises utilizes the Services at its own risk.

The Customer agrees that neither CloudAfrica nor the CloudAfrica’s Associates shall be liable for any Losses which the Customer may sustain however arising and whatever the cause, in particular, pursuant to any user’s, 3rd Party’s and/or the Customer’s use of, access to and/or interference with the Services.

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The Customer acknowledges that from time to time the Services may be suspended for maintenance, repair, and improvements. CloudAfrica agrees, wherever reasonably possible, to give users twenty-four (24) hours’ notice of suspension of the Service for any of the purposes aforesaid.

Save as set out elsewhere in these Service Terms or the Service Level Undertakings, CloudAfrica shall not be liable for any Losses losses which may be sustained as a result of the suspension of the Services save for the Customer’s sole claim against CloudAfrica for any credit in respect of its monthly charges to which it may be entitled in accordance with the provisions of the Service Level Undertakings, where applicable.

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This clause is severable from the rest of these Service Terms and shall therefore remain of full force and effect even if These Service Terms are terminated or cancelled canceled for any reason at any time.

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Users acknowledge and, where appropriate, the Customer acknowledges that from time to time there may be a suspension of the Service from causes beyond the control of CloudAfrica (for example, due to force majeure, the conduct of 3rd Parties, or otherwise).

 CloudAfrica shall be relieved of its obligations in terms of these Service Terms during the period that the Interruption Event and its consequences continue, only to the extent so prevented, and shall not be liable for any Losses which the other Customer may suffer as a result.

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In the event that an Interruption Event exceeds – - 5 consecutive days and in the event that alternative services and/or facilities cannot be provided by CloudAfrica or its nominee, the Parties agree to meet and negotiate the suspension, termination, or restructuring of these Service Terms; or - 1 calendar months and in the event that alternative services and/or facilities cannot be provided by CloudAfrica or its nominee, either Party may terminate these Service Terms and shall only remain liable for performance under these Service Terms which fell due immediately prior to the Interruption Event.

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CloudAfrica chooses its Johannesburg address and contact details detailed at Contact Us for all-purpose of receiving notices issued in terms of or pursuant to these Service Terms.

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A notice sent by one Party to another Party shall be deemed to be received: - on the same day , if delivered by hand; - on the same day, if transmitted electronically with receipt received confirming completion of transmission; on the same day of transmission if sent by telefax with receipt received confirming completion of transmission, provided that the original of the notice shall, after such transmission, be sent by prepaid courier services to the Party to whom such notice shall have been given; on the third day after despatch, if sent by prepaid courier.

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Access to the Content on or through the Services and the Website itself are classified as “electronic transactions” in terms of the ECTA and therefore you have the rights detailed in Chapter VII of the ECTA and we have the duty to the disclose the following information:

  • Our full name and legal status: CloudAfrica Hosting (Proprietary) Limited (Registration No.: 2011/146332/07)
  • Street address: 49 Moray Drive, Bryanston 2191, Johannesburg, Gauteng
  • Postal address: PO Box 70256, Bryanston, Gauteng, 2191
  • Physical The physical address for receipt of legal service: 49 Moray Drive, Bryanston 2191, Johannesburg, Gauteng
  • Main business: 49 Moray Drive, Bryanston 2191, Johannesburg, Gauteng
  • Website address: https://cloudafrica.net 
  • Official email address:support@cloudafrica.net 
  • Membership of self-regulatory or accreditation bodies: Internet Service Providers’ Association 
  • Codes of conduct to which we subscribe: Internet Service Providers’ Association’s Code of Conduct 
  • Governing terms of use: These Service Terms - Manual in terms of the Promotion of Access to Information Act 2 of 2000: We have not published a manual
  • Management: - Costs associated with the access to and use of the Website: Costs are detailed in the Service Specifications, alternatively on the Website.
  • Dispute resolution: Arbitration
  • Cooling off period: Not applicable
  • Complaints process: Not applicable

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No data message (as defined in ECTA), including an email, SMS, and recorded voice message, sent by the Customer to CloudAfrica shall amend these Service Terms or the rights and duties of the Parties in any manner unless the Parties expressly state, and specify the extent to which, the data message amends these Service Terms or the Parties’ rights and duties in any material respect.

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The Parties undertake at all times to do all such things, to perform all such acts and to take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions, and import of these Service Terms.

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Unless these Service Terms indicates to the contrary, any references to any gender includes include the other genders, a natural person includes an artificial person and vice versa, the singular includes the plural and vice versa.

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Where these Service Terms specifies any number of days, the number of days excludes the first day and includes the last day unless the last day falls on a Saturday, Sunday, or gazetted public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or gazetted public holiday in the Republic of South Africa. Generally speaking, references to a “day” are references to typical business days.

Any reference to “business hours” shall be construed as being the hours between 08h30 (eight hours and thirty minutes) and 17h00 (seventeen hours) on any day. Any reference to time shall be based upon South African Standard Time;

All annexures, addenda, and amendments to these Service Terms form an integral part of these Service Terms and, therefore, CloudAfrica’s contract with the Customer.

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“Content License“ means a personal, revocable, worldwide, royalty-free, non-commercial, non-transferable and non-exclusive licence license to use CloudAfrica’s Content either on or through the Service through a generally available web browser, mobile device or application solely for the purpose of enabling users to use the Service, in the manner permitted by these Service Terms and does not extend to scraping, spidering, crawling or other technology or software used to access data without CloudAfrica’s express written consent;

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  • is lawfully in the public domain at the time of disclosure thereof to the Receiving Party; or subsequently becomes lawfully part of the public domain by publication or otherwise; or
  • is or becomes available to the Receiving Party from a source other than the Disclosing Party which is lawfully entitled without any restriction on disclosure to disclose such Confidential Information to the Receiving Party; or
  • is disclosed pursuant to a requirement or request by operation of law, regulation, or court order but then only to the extent required (provided that the onus shall at all times rest on the Receiving Party to establish that it has disclosed the information within these parameters),
    • The determination of whether information or data is as Confidential Information shall not be affected by whether or not such information is subject to, or protected by, common law or statute related to copyright, patent, trademarks or otherwise;

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“Initial Period” means these Service Terms’s Terms’ initial operative time period specified in the Service Specifications;

“Intellectual Property” means any know-how (not in the public domain), the invention (whether or not patented), design, trade mark trademark (whether or not registered), or material capable of copyright protection and in which copyright subsists (whether or not registered), goodwill, processes, process methodology and all other identical or similar intellectual property as may exist anywhere in the world and any applications for registration of such intellectual property;

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“Interruption Event” means a strike, lock-out, fire, explosion, floods, riot, war, accident, an act of nature, embargo, legislation, shortage of or a breakdown in transportation facilities, civil commotion, unrest or disturbances, cessation of labour, government interference or control, or any other cause or contingency beyond the control of the Party concerned;

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“Losses” means all losses (including, but not limited to those in respect of injury, damage to physical property or loss of life), liabilities, costs, expenses, fines, penalties, damage, damages and claims, and all related costs and expenses (including legal fees on the scale as between attorney and own client, tracing and collection charges, costs of investigation, interest, and penalties);

“Parties” means CloudAfrica and the Customer;

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“Scope Variation” means a material change in the Services’ scope described in a Service Specifications; “Services” means CloudAfrica’s services which are described in the Service Specifications and which are rendered in terms of these Service Terms and are either – - “Monthly Services” means Services which are rendered on a month to month basis; - “On-Demand Services” means usage-based Services which are rendered on-demand to the Customer;

“Service Specifications” means the descriptions of and specifications pertaining to the Services on the Website or in a similar document setting out descriptions, specifications, and/or details of the Services;

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“Use License” means a personal, non-transferable, and non-exclusive right and license to users to use the Service, provided that users do not (and do not allow any 3rd Party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in CloudAfrica’s Intellectual Property;

“user” means a person who is authorised authorized by the Customer to make use of the Services the Customer has elected to make use of in terms of these Service Terms, alternatively, anyone who registers for and uses the Services;

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