Hotspot Provider Terms and Conditions

Hotspot Provider Terms and Conditions

General

  1. The following terms bear the meanings ascribed to them throughout the Terms & Conditions:
    1. “Agreement” means these Terms & Conditions together with the Hotspot Contract, as well as any appendices, annexures or amendments hereto;
    2. “CPA” means the Consumer Protection Act, No. 68 of 2008, as well as all Regulations published in terms thereof;
    3. “Effective Date” means the date on which the Service is first activated at the Venue (or the first premises, in the case of multiple premises), alternatively the date of signature in the case of a renewal of any preceding service agreement;
    4. “Equipment” means the devices including software provided to the Organisation by Skyrove to enable Skyrove to provide the Services in terms of the Hotspot Contract;
    5. “Hotspot Contract” means the agreement signed by the Organisation for the provision of Services by Skyrove to the Organisation, to which these Terms & Conditions is appended;
    6. “Initial Term” means the duration of the Agreement as set out in the Hotspot Contract;
    7. “Organisation” means the Party named on the Hotspot Contract;
    8. “Parties” means Skyrove and the Organisation, and “Party” shall mean either Skyrove or the Organisation;
    9. “Portal Pages” means the branded login, welcome or similar web pages to which users may be directed when using the Service;
      1. “Skyrove Portal Pages” means the Portal Pages bearing Skyrove’s branding;
      2. “Organisation Portal Pages” means the Portal Pages bearing the Organisation’s branding;
    10. “Service(s)” means the services and/or Equipment to be provided by Skyrove to the Organisation as detailed on the Hotspot Contract to which these Terms & Conditions is appended;
    11. “Skyrove” means Skyrove (Pty) Ltd, (Registration No. 2005/012094/07), a private Company duly incorporated in accordance with the Company Laws of the Republic of South Africa with its principal place of business at Suite 23B, Unit 16, The Waverley Business Park, Wyecroft Road, Observatory, 7705;
    12. “Venue” means the premises as noted in the Hotspot Contract or, in the case of multiple premises, the premises as noted in the Location Specification as signed and dated by both Parties when the specific premises is added;
    13. “Venue Installation Date” means the date the Equipment is installed at a specific Venue.
  2. In the event of any conflict between the Hotspot Contract and these Terms & Conditions, the terms of the Hotspot Contract shall prevail.
  3. 3. In the event of any conflict between any provision of this Agreement and the provisions of the CPA, the CPA shall prevail insofar as the CPA is applicable to this Agreement.

Services

  1. Skyrove will provide the Services to the Organisation at the Venue, as further detailed on the Hotspot Contract.
  2. The Organisation authorises Skyrove to:
    1. communicate with other service providers in order to obtain all information which may be necessary for Skyrove to provide the Services, and the Organisation will provide Skyrove with a letter confirming Skyrove’s mandate in this regard on request;
    2. enter into agreements and arrangements with third parties as may be necessary for Skyrove to provide the Services.
  3. Service provision is designed for use at the Venue only. Remote access to the Service is on a best-effort basis. Where the Organisation requires any troubleshooting occasioned by remote access of the Services, such troubleshooting by Skyrove will attract additional charges, which will be payable by the Organisation on presentation of an invoice (or as set out in clause 44 where the Organisation does not make payment on presentation of the invoice).
  4. Service provision is designed for the provision of Skyrove services as set out in the Hotspot Contract only. In the event that the Organisation requests that the Services be used for any other purposes, Skyrove will make commercially reasonable efforts to accommodate the use of the Services for such other purposes, but makes no guarantees or warranties in this regard whatsoever, and reserves the right to levy professional services fees related to such work, which will attract additional charges, which will be payable by the Organisation on presentation of an invoice (or as set out in clause 44 where the Organisation does not make payment on presentation of the invoice).
  5. The Organisation shall:
    1. use the Service in accordance with these Terms & Conditions, Skyrove’s Acceptable Use Policies and other policies as published on the Skyrove website – https://www.skyrove.com – and such conditions as may be notified in writing to Organisation by Skyrove from time to time where required for the purpose of continuous and secure provision of Service, and in accordance with the any law or regulation;
    2. make commercially reasonable efforts to ensure that third parties where applicable use the Service in accordance with this clause 6;
    3. co-operate with Skyrove in establishing procedures to eliminate or reduce use or opportunities for use which is not in accordance with this Agreement;
    4. not knowingly use the Service, and shall make commercially reasonable efforts to ensure that third parties do not use the Service:
      1. in a manner which constitutes an infringement by Skyrove or the Organisation of the rights of any person (including but not limited to copyright and other intellectual property rights and rights of confidentiality) or a violation or infringement of any duty or obligation in contract, delict or otherwise, to any third party;
      2. in any manner which is unauthorised, fraudulent, suspicious or illegal, whether under any law or under any standard of acceptable use as may be defined or stipulated by Skyrove from time to time;
    5. not knowingly, and shall use commercially reasonable efforts to ensure that third parties do not, either by act or omission, damage, interfere with or impede or impair use of, or operation of, or do anything likely to interfere with or impede the use of, or operation of, the Service or any telecommunication service or network of a third party;
    6. promptly notify Skyrove of any use of the Services which is not in accordance with this Agreement and of which the Organisation becomes aware;
    7. provide such information to Skyrove as is available to the Organisation which may be of assistance to Skyrove in identifying and preventing use which is not in accordance with this Agreement; and
    8. obtain, maintain and strictly adhere to all relevant licences, applicable laws, permissions and approvals necessary for the Organisation to use the Services, and shall provide documentation evidencing same to Skyrove where requested to do so.
  6. In promoting or using the Services or making any public statement in relation to the Services, the Organisation shall not make any representation that Organisation is authorised to act on or behalf of Skyrove.
  7. Skyrove will be entitled to assume that the Service provision is in good working order until such time as it is notified otherwise by the Organisation. The Organisation will promptly notify Skyrove of any fault in the Service or deterioration of the Service.
  8. The Service provided by Skyrove is a ‘best effort’ service. Skyrove and its affiliates provide no guarantees or warranties whatsoever on throughput or any other aspect of the Service, including but not limited to warranties in respect of merchantability, non-infringement of third party rights, security, freeness from errors or interruptions, or availability, other than as set out in the Agreement. Skyrove makes no warranty that the system will work on every computer or computer system. Skyrove and its affiliates will have no responsibility for damage or destruction to any computer system, data, information, property or equipment.
  9. It is explicitly recorded that the provision of the Services is subject to the provision of services by upstream providers such as Telkom SA Limited. As such, Skyrove cannot guarantee the Service and is not responsible for any faults on the part of the upstream providers.
  10. Skyrove is entitled to add other networks at its discretion, on separate SSIDs, and in doing so will ensure that it doesn’t interfere with the Service provision.
  11. Skyrove may suspend the Service in order for Skyrove or its suppliers to carry out any maintenance, repair or upgrading of any equipment, and Skyrove will give as much notice as is reasonably practicable in the circumstances (which notice may be oral if subsequently confirmed in writing).
  12. Skyrove may suspend the Service where the Organisation fails to comply with or violates anything in these Terms & Conditions or any legal obligation of the Organisation, and the obligations of the Organisation (including payment obligations) are not suspended, stayed, delayed or otherwise affected by any such suspension of the Services.
  13. Skyrove will have no responsibility for any third party content, data, information, programs or other material that may be accessed using the Services.

Equipment & Software

  1. The Organisation undertakes to use all Equipment, software and network configuration used for the provision of the Services only for the purposes for which it is intended and to ensure that its employees and agents comply with Skyrove’s instructions and recommendations in this regard, and shall not repair, alter, modify or add to the Equipment, software or network configuration without Skyrove’s express written consent. In the event that the Organisation does repair, alter, modify or add to the Equipment, software or network configuration which results in any problems with the provision of the Service, then Skyrove shall not be held liable for such problems. Skyrove may, in its sole discretion, fix the Equipment, software or network configuration and reserves the right to levy professional services fees related to such work, which will attract additional charges, which will be payable by the Organisation on presentation of an invoice (or as set out in clause 44 where the Organisation does not make payment on presentation of the invoice).
  2. Where the Organisation has any equipment or software or hardware that has not been supplied by Skyrove, then Skyrove will have no obligation to correct, repair or support such equipment, software or hardware, and will otherwise have no responsibility for such equipment, software or hardware, where such equipment is not able to be used for the provision of the Services.
  3. Skyrove will require access to the Venue and the Equipment at reasonable times, being during normal business hours, or with prior arrangement with the Organisation at other times. This is to enable Skyrove to maintain and update the Equipment or to adjust the parameters of the Services. The Organisation hereby irrevocably gives its consent to such reasonable access for the purposes set out in this clause.
  4. Use of the Equipment will include all updates or changes to the software. Skyrove shall be entitled to update, upgrade or change any software provided to the Organisation at its sole discretion and shall solely determine what updates, upgrades or changes are necessary and Organisation will abide by this decision. This will include updates, changes and re-designs to the Skyrove Portal Pages.
  5. The Organisation shall use any software provided to it by Skyrove, only for the purposes for which it is intended and licensed. The Organisation shall not, and shall not permit anyone else to, reverse engineer, decompile, modify, tamper with, vary, enhance, copy, sell, lease, license, sub-license or otherwise deal with the software or any part, variation, modification, release or enhancement thereof or have any software or any program written or developed for it based on the software. All rights of whatever nature in and to the software and all upgrades, updates, modifications and variations thereto from time to time, shall vest in Skyrove.

Skyrove Duties & Obligations

  1. Skyrove will provide ongoing technical support to the Organisation, specifically:
    1. Skyrove may provide initial training to the Organisation, which training will be limited to a maximum of 2 (two) hours on-site training within the first calendar month after the Effective Date. Any additional training requested by the Organisation will attract additional charges, which will be payable by the Organisation on presentation of an invoice (or as set out in clause 42 where Organisation does not make payment on presentation of the invoice).
    2. The Organisation will be entitled to 2 (two) free call-outs by Skyrove technicians within the first calendar month after the Venue Installation Date for a specific Venue. Thereafter all call-outs of Skyrove technicians will be charged to the Organisation at the rate indicated by Skyrove prior to sending out the Skyrove technician and will be payable by the Organisation on presentation of an invoice (or as set out in clause 42 where Organisation does not make payment on presentation of the invoice).
    3. In the event of any tampering with the hotspot installation that necessitates despatching a Skyrove technician in order to fix any problems created by such tampering, a call-out charge at the rate indicated by Skyrove will apply, and will be payable by the Organisation on presentation of an invoice (or as set out in clause 42 where Organisation does not make payment on presentation of the invoice).
    4. If it is necessary to enlist a third party or upstream provider to fix any issues, including for remote technical support for issues outside of Skyrove’s system, then the call-out charges of such third party or upstream provider will be for the account of the Organisation on the terms of such third party or upstream provider.
    5. In the event that the Equipment that has been provided by Skyrove is found to be faulty and/or the cause of the fault, the call-out fee will be waived. The decision as to whether the Equipment is faulty and/or the cause of the fault is solely at Skyrove’s discretion.
  2. Skyrove will handle telephonic first-line customer support during normal business hours. Such customer support will include queries relating to accounts and laptop settings.
  3. If the Organisation experiences any faults or Service interruption, this should first be reported to the Skyrove Support Desk on 0861 ROVERS (768377) or a mail detailing the fault or Service interruption should be sent to support@skyrove.com. According to the circumstances of the Service interruption and nature of the repairs required, either Skyrove, Telkom or the relevant backhaul provider will during normal business hours attend to faults reported by the Organisation, and the relevant party will apply its reasonable endeavours to have the Service restored in a reasonable amount of time. It is explicitly recorded that Skyrove cannot give any undertaking as to any backhaul provider’s response.
  4. Skyrove may provide promotional material for distribution at the Venue, at no cost to the Organisation. Skyrove may also provide marketing material in a form that can be white-labelled by the Organisation.
  5. Skyrove may provide Wi-Fi signage for the Venue at no cost to the Organisation, but is not obligated to do so.

Organisation Duties & Obligations

  1. As the Organisation is benefitting from the Service provision, the Organisation hereby agrees not to put up or authorise any competing hotspot service at the Venue for the duration of this Agreement.
  2. Marketing material such as Wi-Fi signage, stickers and instruction guides may be made available to the Organisation. Where such marketing material is provided and the Parties have agreed to this, then the Organisation must ensure that such marketing material is utilised, and that the Wi-Fi signage is visibly displayed at the Venue. Costs for putting up and maintaining such signage shall be for the Organisation’s account.
  3. Vouchers for the use of Skyrove’s Services by customers on a paid usage basis may be made available to the Organisation, which can be made available for customers to purchase at the Venue.

Branding

  1. Users of the Services will initially land on either the Skyrove Portal Pages or, if specified in the Hotspot Contract, the Organisation Portal Pages. The Skyrove Portal Pages will at all times be under the sole control of Skyrove.
  2. Skyrove will have the final decision on placement and editing of content and service offerings on the Skyrove Portal Pages. Such content may include (without limitation):
    1. Required regulatory information;
    2. Third party advertisements (whether placed by Skyrove or placed automatically by a third party systems such as Google Adwords);
    3. Sponsored access links;
    4. Information on Skyrove’s products and services; and
    5. Branding and links to Skyrove’s affiliates and business partners.
  3. Skyrove may, at its sole discretion, also make available secondary Service Set Identifiers (SSIDs) for promotional purposes, for third party services, or for any other purpose which Skyrove deems appropriate, which will also direct users to Portal Pages.
  4. If the Organisation is of the opinion that any content on the Skyrove Portal Pages is detrimental to its goodwill or business, or that such content is unlawful or offensive, then this is to be brought to Skyrove’s attention. This will be investigated by Skyrove, and the content will be removed if Skyrove finds that there are grounds to do so. The decision to remove such content will be at Skyrove’s sole discretion and the Organisation agrees to be bound by such decision.
  5. Intellectual property rights in the Skyrove Portal Pages shall vest in Skyrove, and nothing in this Agreement will be taken to imply an assignment or licensing of any intellectual property to the Organisation. However, where the Organisation’s branding is used on the Organisation Portal Pages, the intellectual property rights in such branding shall vest in the Organisation.
  6. THE ORGANISATION HEREBY EXPLICITLY AGREES TO SKYROVE USING ITS NAME, BRAND, LOGO AND OTHER BRANDING IN SKYROVE’S MARKETING MATERIAL, WHICH USE SHALL BE AT SKYROVE’S DISCRETION, UNLESS EXPRESSLY STATED OTHERWISE IN WRITING.

Usage & Top-Ups (if applicable)

  1. The Organisation will receive the agreed-upon bandwidth as reflected in the Hotspot Contract. If the bandwidth allocated for a month is not depleted in that month, then such bandwidth may be rolled over to the next month at Skyrove’s sole discretion. Such rolled-over bandwidth may not be used in lieu of a current or upcoming month’s service fees, and the Organisation will still receive and be billed for the agreed-upon bandwidth for the current and upcoming months.
  2. Once the Organisation reaches the agreed-upon bandwidth to be supplied for each month, the Organisation will be either automatically topped up (and the Organisation can choose to be notified in this event) or redirected to a page where the Organisation may select and authorise a top-up in the amount of their choosing. The Organisation explicitly acknowledges that it will be billed for any such this top-ups on its next debit order.
  3. On expiry or termination of the Agreement, all access to the Services will be terminated, and any remaining bandwidth will be forfeited.

Billing

  1. Payment in terms of the Agreement is by debit order, unless otherwise agreed by Skyrove and reflected in the Hotspot Contract.
  2. Where payment is due by debit order, the Organisation is to authorise the debit order and indicate all relevant details as provided for in the Hotspot Contract. The debit order will be processed on the 28th (twenty-eighth) day of every month or, where the 28th (twenty-eighth) day is not a business day, on the next business day occurring immediately thereafter.
    1. Where the Effective Date is up to the 20th (twentieth) of the month, then the Organisation will be billed for the full month and will receive the full monthly bandwidth allocation;
    2. Where the Effective Date is after the 20th (twentieth) of the month, then the Organisation will only be billed pro rata for the remainder of the month and will receive a pro rata bandwidth allocation.
  3. Payments for line rentals from Telkom SA Limited or any other backhaul provider are payable from the date that the line is installed. Where the Organisation signs up to the Hotspot Contract: Multi-Unit, which caters for multiple premises, then the Organisation explicitly agrees to Skyrove amending the invoices and debit order payment as needed when premises at which the Services will be provided are added or removed.
  4. The Organisation explicitly agrees to Skyrove increasing a monthly debit order to cover an outstanding payment due to Skyrove where the Organisation did not make payment when due on presentation of an invoice.
  5. Should the Organisation terminate or reverse a debit order instruction, then Skyrove is entitled to suspend the provision of Services to the Venue. Once the debit order instruction is reinstated, Skyrove reserves the right to charge a reasonable service fee for reinstating the Service provision, as well as any bank fees that may have been incurred by Skyrove due to the termination or reversal of the debit order instruction.
  6. Skyrove reserves the right to increase its fees as input or other costs increase, and will provide the Organisation with written notification of an intention to increase fees at least 20 (twenty) working days prior to such fee increase.

Revenue & Revenue Share

  1. All of the revenue generated from the provision of Services at the Venue will accrue to Skyrove.
  2. All revenue generated from advertisements on the Portal Page will accrue to Skyrove, unless otherwise agreed in the Hotspot Contract.
  3. Skyrove shall pay a revenue share to the Organisation for the use of the Skyrove data bundles by end-users.
    1. This revenue share shall only be applicable once the revenue generated from use of the Skyrove data bundles by end-users has passed the payout threshold of R800 (eight hundred Rand) inclusive of VAT. This payout threshold may be amended from time to time at Skyrove’s sole discretion, and Organisation will be duly notified of such amended payout threshold at least 20 (twenty) working days before such amended payout threshold takes effect.
    2. This revenue share shall be at the rate of 25% (twenty-five percent) of gross revenue of Skyrove data consumed by users through the Service. This revenue share may be amended from time to time at Skyrove’s sole discretion, and such amended revenue share figure will be recorded in writing and signed by both Parties, and will be appended to the Hotspot Contract and will form part of the Hotspot Contract.
    3. The revenue share so accumulated will be paid out monthly in arrears within 60 (sixty) days of the payout threshold having been reached.
    4. The Organisation will not receive a VAT payment related to revenue share payouts if it is not VAT registered.

Duration & Termination

  1. This Agreement shall, notwithstanding the date of signature thereof, commence on the Effective Date.
  2. Skyrove will provide the Services to the Organisation for the duration of the Initial Term.
  3. In the event that the Skyrove is not able to provide the Services as a result of the actions or omissions of the Organisation, Skyrove shall have the right to recover from the Organisation, the minimum monthly charge stipulated in the Hotspot Contract (or pro rata portion thereof) payable by the Organisation for the period of the delay together with any reasonable wasted costs incurred by Skyrove.
  4. Following the Initial Term, this Agreement will automatically be renewed for a further 12 (twelve) months unless a written and signed notice of cancellation has been received by Skyrove at least 3 (three) months prior to the expiry date. Such renewal would be subject to the terms of this Agreement unless reduced to writing and signed by both Parties. Notwithstanding the aforegoing, any discounts applicable to the Services during the Initial Term shall not be available to the Organisation following the Initial Term, until the Parties conclude a new written agreement in respect of the Services provided by Skyrove for the term of the renewal period or amend this Agreement to cater for such discount, which amendment is reduced to writing, signed by both Parties and appended to this Agreement.
  5. If the Organisation is a natural person and the CPA applies to this Agreement, then Skyrove will notify the Organisation of the expiry date of this Agreement in writing by email, not more than 80 (eighty) business days and not less than 40 (forty) business days before the expiry of the Initial Term. This notification will also indicate any material changes that will apply if this Agreement is renewed or otherwise continues beyond the expiry date.
  6. Skyrove reserves the right to terminate this Agreement for any reason whatsoever by providing 30 (thirty) calendar days’ written notice to the Organisation. In the event of Services being declared illegal by a statutory act or any regulatory body or court of law, Skyrove shall be entitled to cancel this Agreement immediately on written notice to the Organisation.
  7. If the Organisation terminates this Agreement prior to the expiry of the Initial Term or any renewal period for any reason other than expressly provided for in this Agreement, then the Organisation shall remain liable for obligations accrued at the date of termination, including the payment of all amounts owing to the Skyrove up to the date of termination. In addition, Skyrove shall be entitled to levy a reasonable cancellation/early settlement fee, unless the Organisation is entitled to terminate the Agreement without penalty in accordance with the provisions of the CPA, if applicable. It is expressly recorded that Skyrove will be entitled to immediately deactivate the Service on the date of termination by the Organisation, and that Skyrove will have no obligation to the Organisation after the date of termination.

Legislative Requirements

  1. The Organisation may be required to provide certain information and documentation to Skyrove for registration in terms of the Regulation of Interception of Communications and Provision of Communication-related Information Act, No. 70 of 2002. This will be completed prior to commencement of the Services. The Organisation agrees to furnish all required information and documentation as may be requested by Skyrove, and agrees that the equipment will not be installed and/or the Service will not commence until this process has been completed.

Indemnity

  1. SKYROVE AND ITS PROVIDERS/SUPPLIERS WILL NOT BE LIABLE TO THE ORGANISATION OR ANY THIRD PARTY IN RESPECT OF ALL AND ANY DAMAGES, LOSS, CLAIMS OR COSTS, OF WHATEVER NATURE AND INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, SUFFERED BY THE ORGANISATION OR ANY THIRD PARTY, HOWSOEVER ARISING. THE ORGANISATION AGREES TO INDEMNIFY AND HOLD SKYROVE AND ITS PROVIDERS/SUPPLIERS HARMLESS AGAINST ANY SUCH CLAIM BROUGHT AGAINST SKYROVE BY A THIRD PARTY.

Breach

  1. Should either Party breach any of the terms and conditions of this Agreement, then the aggrieved Party shall be entitled forthwith, if the defaulting Party has failed to remedy such breach within a period of 7 (seven) calendar days after receipt of written notice by the aggrieved Party requiring it to do so, to claim immediate payment and/or performance of all the defaulting Party’s obligations, whether or not the due date for payment and/or performance shall have arrived, in either event without prejudice to the aggrieved Party’s right to claim damages or any other rights as the aggrieved Party may have in law. Notwithstanding anything to the contrary, neither Party shall be liable to the other for any indirect or consequential losses.

Dispute Resolution

  1. In the event that any dispute of whatever nature arises under this Agreement or its implementation then the Parties must refer the dispute for resolution, first, by way of negotiation and failing that, by way of mediation, and failing that, by way of arbitration. The dispute may not be referred to arbitration unless the negotiation and mediation processes have been completed.
  2. A dispute shall arise on the date on which one Party gives the other Party written notice of the details regarding any matter in dispute by the Parties in relation to this Agreement.
  3. Negotiation. Within 3 (three) calendar days of the dispute arising, the Parties shall seek an amicable resolution by referring the dispute to representatives of each of the Parties, who must have authority to resolve the dispute, and who must negotiate in good faith in an endeavour to resolve the dispute. The referral period may be varied by written agreement between the Parties.
  4. If the dispute is not settled by negotiation, the Parties’ representatives shall, in writing, record the reason for the failure and the issues that remain in dispute (“failed negotiation record”) for the purpose of referring the dispute to mediation.
  5. Arbitration. In the event of the negotiation failing for any reason whatsoever, the Parties must, within 14 (fourteen) calendar days of the date of the failed negotiation record, refer the issues that remain in dispute to arbitration in accordance with the following provisions:
    1. the arbitration will be held and finalised in Cape Town in accordance with the expedited arbitration rules of the Arbitration Foundation of Southern Africa (“AFSA”);
    2. one arbitrator will be appointed by agreement between the Parties;
    3. if the Parties cannot agree on the arbitrator within a period of 5 (five) calendar business days after the dispute was referred to arbitration, the arbitrator shall be appointed by the Secretariat of AFSA.
  6. General (relating to the dispute resolution). The provisions of this dispute resolution clause shall not preclude any Party from approaching any High Court of competent jurisdiction for an interdict or other injunctive relief of an urgent nature during the dispute resolution process.
  7. The references to:
    1. AFSA shall include any institution or body that replaces or succeeds them or that they may nominate in writing to act in their stead if they are for any reason unable to act; and
    2. the rules of AFSA means the rules that are in operation at the time when the dispute is referred for resolution.
    3. The agreement contained in this dispute resolution clause is separate and divisible from the other provisions of this Agreement and shall remain in effect even if the Agreement is cancelled or terminated for any reason whatsoever.

Legal Notices

  1. The Parties choose the following addresses as their respective addresses (“domicilia”) for the purposes of giving any notice, the payment of any sum (unless otherwise specified), the serving of any process and for any other purpose arising from this Agreement:
    1. Skyrove: Suite 23B, Unit 16, The Waverley Business Park, Wyecroft Road, Observatory, 7705;
    2. Organisation: as per Hotspot Contract.
  2. Each of the Parties shall be entitled from time to time by written notice to the other, to vary its domicilium to any other street address within the Republic of South Africa, which change will take effect on the date on which the notice is deemed to be received by the other Party in terms of clause 62 below.
  3. Any notice required to be given in terms of this Agreement shall be valid and effective only if in writing.
  4. Any notice given by one Party to the other (“the addressee”) which:
    1. is delivered by hand during normal business hours at the addressee’s domicilium shall be deemed to have been received by the addressee at the time of delivery;
    2. is given by fax or e-mail shall be deemed to have been received by the addressee on the first working day following the day of successful transmission of the fax or e-mail as the case may be;
    3. is given by pre-paid registered post shall be deemed to have been received by the addressee 10 (ten) business days after the day of posting.

Assignment

  1. The Organisation may not assign any of its rights or obligations in terms of this Agreement, nor pass any equipment to any third party, nor allow any third party to use the equipment, without Skyrove’s prior written consent.
  2. Skyrove shall be entitled at any time during the currency of the Agreement to cede and/or assign and/or sub-contract any or all of its rights and obligations in terms of the Agreement to any other party – provided that if the Organisation is a consumer as contemplated in regulation 44(1) of the CPA Regulations, such assignment of obligations is not to the Organisation’s detriment.
  3. Subject to the restriction in clause 70, the Agreement shall be binding on the successors-in-title of the respective Parties.

Applicable Law & Jurisdiction

  1. This Agreement will be governed by and construed in accordance with the law of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with South African law by a South African Court having jurisdiction.

Force Majeure

  1. Neither Party shall incur any liability by reason of any failure to fulfil any obligation in terms of this Agreement if such failure is occasioned by a Force Majeure consisting of acts of God, fire, accident, government acts, explosion, industrial dispute or any other act, omission or event beyond the reasonable control of such party. The onus of proving that such failure was occasioned by a Force Majeure shall rest on the Party alleging same.

Severability

  1. Should any of the clauses of this Agreement be held to be invalid, unlawful or unenforceable, such clauses will be severable from the remaining clauses which will continue to be valid and enforceable.

Whole Agreement

  1. The Hotspot Contract together with these Terms & Conditions and any noted appendices, annexures or amendments hereto constitute the sole record of the agreement between Skyrove and the Organisation as regards the subject matter hereof. It is explicitly recorded that this Agreement replaces any other formal agreement or informal arrangement that may exist between the Parties relating to the Services.
  2. No Party to the Agreement shall be bound by any representation, express or implied term, warranty, promise or the like not recorded in the Agreement.
  3. No addition to, variation, or agreed cancellation of the Agreement shall be of any force or effect unless in writing and signed by or on behalf of the Parties.
  4. No indulgence which any party (“the grantor”) may grant to the other (“the grantee”) shall constitute a waiver of any of the rights of the grantor, who shall not thereby be precluded from exercising any rights against the grantee which may have arisen in the past or which might arise in the future.

Non-Variation

  1. No amendment or consensual cancellation of this Agreement or any provision or term thereof or of any Agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by a duly authorised representative from both Parties.

Indulgences

  1. No extension of time or waiver or relaxation of any of the provisions or terms of this Agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement, shall operate as an estoppel against either Party hereto in respect of its right under this Agreement, nor shall it operate so as to preclude either of the Parties thereafter from exercising its rights strictly in accordance with this Agreement.

Date of last review: June 2014