The clause headings contained herein have been inserted for convenience only and are not to be taken into consideration in the interpretation of these terms and conditions.

Words and expressions defined in any clause will, for the purposes of the contract, bear the meaning assigned to the words and expressions in that sub-clause.

Any reference to the singular includes the plural and vice versa.

Any reference to one particular gender includes the other gender.

Any reference to the natural persons includes a legal person and vice versa.

"ADDENDUM/ADDENDA" shall mean any documentation annexed to the ACCEPTED QUOTE and these terms and conditions that expand on the SERVICE, including, without limitation, pricing, listing and specification of REALCONNECT EQUIPMENT and service level agreements, which are attested to by both parties.

“CLIENT” shall mean the person or entity as set out in the ACCEPTED QUOTE or INVOICE;

“EFFECTIVE DATE” shall mean the date the date from which REALCONNECT commences providing SERVICE to CLIENT.

“INITIAL TERM” shall mean the initial term as set out in the ACCEPTED QUOTE or INVOICE and shall commence on the EFFECTIVE DATE.

“SERVICE” shall mean the call centre service or telecommunication service or services and/or telecommunication-related service or services as set out in the ACCEPTED QUOTE or INVOICE.

“SIGNATURE DATE” shall mean the date of signature of the last signing party hereto.

“ACCEPTED QUOTE” shall mean the document which specifies particulars of CLIENT and SERVICE which was agreed upon and accepted by CLIENT and which refers to these terms and conditions under which the SERVICE will be delivered to CLIENT.

“REALCEONNECT” shall mean Realconnect (Pty) Ltd, a company duly incorporated in accordance with the laws of the Republic of South Africa, with registration number 2006/00508/07.

“REALCONNECT EQUIPMENT” shall mean any equipment and/or software, which is supplied by REALCONNECT, irrespective of ownership of the equipment, to the CLIENT or placed at or on the CLIENT’S premises for the purposes of providing the SERVICE.

“THIS AGREEMENT” shall mean these terms and conditions, together with the ACCEPTED QUOTE and ADDENDA.

CLIENT hereby appoints REALCONNECT, who accepts such appointment, to provide SERVICE with effect from the EFFECTIVE DATE, on the terms and conditions set out herein for a period of 24 months.

Notwithstanding clause 3.1 above, THIS AGREEMENT shall be binding with effect from the SIGNATURE DATE.

Should the EFFECTIVE DATE occur after the SIGNATURE DATE, nothing contained herein shall be construed so as to give CLIENT the right to cancel THIS AGREEMENT before the EFFECTIVE DATE.

Notwithstanding the SIGNATURE DATE hereof, REALCONNECT shall provide SERVICE to CLIENT for the INITIAL TERM commencing on the EFFECTIVE DATE.

Either party may terminate the provision of SERVICE by REALCONNECT to CLIENT with effect from the end of the INITIAL TERM by way of no less than 2 (two) calendar months prior written notice to the other party.

Should notice to terminate at the end of the INITIAL TERM not be given in terms of clause 4.2 above, THIS AGREEMENT and provision of SERVICE by REALCONNECT to CLIENT shall be automatically renewed for further periods of 1 (one) month, on an indefinite basis, until terminated in terms of clause 4.4 below.

Either party may terminate the provision of SERVICE by REALCONNECT to CLIENT after the INITIAL TERM by way of no less than 1 (one) calendar months prior written notice to the other party.

If CLIENT terminates SERVICE and/or breaches THIS AGREEMENT prior to the end of the INITIAL PERIOD of any subsequent 3(three) month renewal period, CLIENT shall pay to REALCONNECT all charges for SERVICE provided up to and including the actual date of such termination and/or breach together with a cancellation charge equal to the balance of the applicable charges (in effect at the time of cancellation) for such cancelled SERVICE that otherwise would have become due for the unexpired portion of the term.

REALCONNECT will provide SERVICE as more fully described in the ACCEPTED QUOTE and ADDENDA.

CLIENT acknowledges that REALCONNECT has the ability, experience, expertise and skills to provide SERVICE.

CLIENT shall pay to REALCONNECT in respect of SERVICE:

REALCONNECT shall at the end of each month prepare a statement that is sent to the client.

CLIENT acknowledges that all fees and charges of REALCONNECT will be payable in local currency, without deduction or set-off of any amount of whatsoever nature or for whatsoever reason. CLIENT shall particularly not be entitled to withhold any payment by reason of any alleged claims for losses or damages howsoever arising or non-performance by REALCONNECT

CLIENT agrees that REALCONNECT shall be entitled from time to time to increase or vary the charges payable by CLIENT to REALCONNECT in respect of SERVICE. REALCONNECT shall give CLIENT 7 (seven) days’ prior written notice of any such increase or variation.

REALCONNECT monthly tax invoice shall be prima facie proof of the amounts owed or paid by CLIENT to REALCONNECT in terms hereof and of any other facts stated therein and should CLIENT dispute the number, duration or amount charged in respect of any call made or services rendered by REALCONNECT, then CLIENT shall bear the onus of proving that REALCONNECT tax invoice is incorrect in such respect.

In the event of any dispute arising as to the amount or calculation of any fee or charge, which is due and payable by CLIENT, the said dispute shall then be determined in accordance and in terms of clause 17 below.

All fees and charges payable by CLIENT to REALCONNECT in terms of SERVICE shall be affected:

Any amount falling due for payment by CLIENT to REALCONNECT in terms of or pursuant to THIS AGREEMENT which is not paid on its due date shall bear interest calculated from the invoice date until date of payment at a rate of 1.5% per month, monthly in arrears. Notwithstanding this, REALCONNECT reserves the right to suspend SERVICE to CLIENT immediately if CLIENT is in default of payment. Such suspension shall be without prejudice to any of the rights of REALCONNECT that have accrued prior to the date of suspension.

CLIENT shall provide REALCONNECT with whatever information, assistance or co-operation is required in order for REALCONNECT to render the SERVICES in terms of THIS AGREEMENT.

CLIENT shall supply REALCONNECT and its designated employees with access to CLIENT’S premises for the duration of this agreement.

CLIENT shall at all times provide REALCONNECT with an authorized representative to whom REALCONNECT will report and from whom it may obtain instructions.

REALCONNECT shall provide SERVICE on the terms and conditions stipulated herein and shall comply with all reasonable requests and directions of CLIENT from time to time.

REALCONNECT shall not issue any press release, make or publish any public statement or other communication in each case relating to, connected with or arising out of this agreement or the rendering of SERVICE, nor use SERVICE provided to advertise any of its services or products, without the prior written consent of CLIENT.

CLIENT acknowledges that various third-party service providers are directly and/or indirectly involved in the provision of SERVICE which REALCONNECT cannot be held accountable for.

CLIENT indemnifies REALCONNECT against any loss, claim, injury or damage which it may sustain as a result of the failure of such third party as a consequence of which REALCONNECT performance is compromised in any way or is faced with any circumstances beyond its control.

REALCONNECT will install and maintain REALCONNECT EQUIPMENT at CLIENT’S premises.

CLIENT shall provide REALCONNECT and/or its appointed agent or sub-contractors with such access as is reasonably required and any technical/personnel assistance reasonably necessary for the installation, maintenance and de-installation of the REALCONNECT EQUIPMENT including, without limitation, electricity supply and suitable accommodation and environmental conditions for the housing of the REALCONNECT EQUIPMENT.

REALCONNECT and/or its appointed agent or sub-contractors will Endeavour to notify CLIENT in advance where REALCONNECT requires CLIENT to make such access available.

CLIENT will only use REALCONNECT EQUIPMENT in accordance with any instructions REALCONNECT provides to CLIENT from time to time. In particular, CLIENT shall not tamper with or attempt to change any aspect of the functioning of REALCONNECT EQUIPMENT.

REALCONNECT shall not be liable for any damage or loss resulting from a fault of any kind within REALCONNECT EQUIPMENT and/or any equipment belonging to CLIENT.

All risk of loss or damage, howsoever arising, resulting from the REALCONNECT EQUIPMENT on CLIENT’S and/or REALCONNECT premises will reside in CLIENT for an amount equal to the full replacement value of the REALCONNECT EQUIPMENT.

REALCONNECT EQUIPMENT is and shall remain the property of REALCONNECT and/or its suppliers unless specifically purchased from REALCONNECT by the CLIENT and paid for in full.

CLIENT will be liable to REALCONNECT for any loss or damage to REALCONNECT EQUIPMENT except in so far as any such loss or damage is attributable to the negligent or wilful act or omission of REALCONNECT

Upon termination of this agreement for whatever reason and in the event that CLIENT refuses to release REALCONNECT EQUIPMENT to REALCONNECT within 7 (seven) days of said termination, CLIENT shall become liable for an amount equal to the full replacement value of the REALCONNECT EQUIPMENT.

Where CLIENT has bought equipment from other parties besides REALCONNECT, the supplier of that equipment will be liable to support and to ensure the equipment is in align with REALCONNECT recommended equipment. REALCONNECT will not be liable for the support of any equipment, and should REALCONNECT be required to troubleshoot, fix, programme, et cetera this will be billable to the CLIENT at our standard Rates

CLIENT may use the SERVICE for lawful purposes only and at the domicilium chosen by CLIENT on the ACCEPTED QUOTE. CLIENT warrants that they are aware of any and all applicable legislation and/or regulation.

CLIENT will not (nor will CLIENT authorize or permit any other person) to use SERVICE:

REALCONNECT shall be entitled to suspend SERVICE if, during the CLIENT’S use of SERVICE, REALCONNECT network or technical infrastructure is or potentially may be jeopardized, harmed and/or impeded. However, should REALCONNECT be able to notify and/or assist CLIENT prior to the said suspension, REALCONNECT undertakes to do so.

CLIENT hereby indemnifies REALCONNECT and holds REALCONNECT harmless against any claim by any third party arising directly or indirectly out of the use by CLIENT of SERVICE, including without limitation of any claim due to the use of SERVICE for unlawful purposes.

REALCONNECT shall not monitor or intercept the content of CLIENT’S communications unless required to do so by law. Notwithstanding this, CLIENT agrees that REALCONNECT may store call detail records as required for billing purposes.

Save as expressly set out in this agreement, REALCONNECT does not make any representations nor gives any warranties or guarantees of any nature whatsoever in respect of the REALCONNECT EQUIPMENT or SERVICE and all warranties which are implied or residual at common law are hereby expressly excluded.

Without limitation to the generality of clause 13.1, REALCONNECT does not warrant or guarantee that the information transmitted by or available to CLIENT by the way of SERVICE or the REALCONNECT EQUIPMENT:

Except for any deliberate act or gross negligence on the part of REALCONNECT, its servants or agents, and except as otherwise expressly provided herein to the contrary, REALCONNECT shall not be liable to CLIENT or any third party for any loss or damage (including consequential or incidental loss or damage which shall include but shall not be limited to loss to property or of profit, business, goodwill, revenue or anticipated savings) of whatsoever nature or for any costs, claims or demands of any nature whether asserted against REALCONNECT or against CLIENT by any party arising directly or indirectly out of the REALCONNECT EQUIPMENT or SERVICE, their use, access, withdrawal or suspension or out of any information or materials Provided or not provided, as the case may be, by or from their use.

Subject to clause 13.1 above, the entire liability of REALCONNECT, and CLIENT’S exclusive remedy for damages from any cause related to or arising out of this agreement, regardless of the form of action, whether in contract or in delict, will not exceed the average aggregate of the fees and charges paid by CLIENT to REALCONNECT under this agreement over the continuous period of the 6 (six) months directly prior to such claim Being instituted.

Due to the need to conduct maintenance, repair and/or improvement work from time to time on the technical infrastructure by means of which SERVICE is provided, the provision of SERVICE may be suspended by REALCONNECT from time to time, with the giving of at least 48 hours' notice, where possible, and all liability on the part of REALCONNECT for any loss or damage (whether directly or consequential) thereby incurred or for any costs, claims, or demands of any nature arising there from, is excluded and the provision of clause 14.1 above shall apply mutatis mutandis to such exclusion.

This clause shall survive termination for any reason whatsoever of the agreement.

The parties hereto shall to the extent necessary exchange such proprietary or confidential information as is reasonably necessary for each to perform its obligations and exercise its rights under this agreement.

All information relating or pursuant to this agreement provided by either party to the other, whether oral or written, and whether or not identified as confidential or proprietary, is hereby deemed to be confidential and proprietary information. As such, each party hereto shall share such proprietary information in the strictest of confidence and shall not use such information for any purpose other than as contemplated in this agreement.

Clause 15 will survive the termination of this agreement.

Unless otherwise inconsistent with any other provision of this agreement, in the event of REALCONNECT or CLIENT committing a breach of any of the provisions of this agreement, then the party which is not so in breach (hereinafter referred to as "the aggrieved party") shall be entitled to give the defaulting party written notice to remedy the breach. If the defaulting party fails to comply with that notice within 14 (fourteen) days of receipt thereof the aggrieved party shall be entitled to cancel this agreement or to claim specific performance, in either event without prejudice to the aggrieved party's rights to claim damages. The aforesaid is without prejudice to such other rights as the aggrieved party may have at law.

Either party shall be entitled, but not obligated to terminate this Agreement upon 14 (fourteen) days prior written notice in one or more of the following circumstances:

If REALCONNECT terminates this agreement as provided for in clause 16.1 hereof, or if CLIENT repudiates the agreement at any time after signature of this agreement; REALCONNECT shall be entitled to:

Should any dispute or difference arise between the parties relating to or arising out of THIS AGREEMENT, including the implementation, execution, interpretation, rectification, termination or cancellation of this agreement then the dispute or difference will be referred for arbitration to the Arbitration Foundation of South Africa (“AFSA”) in terms of AFSA’s arbitration rules for the time being in force.

This clause 17 shall constitute each party’s irrevocable consent to the arbitration proceedings, and no party shall be entitled to withdraw from such arbitration proceedings or to claim that it is not bound by this clause.

Each of the parties hereby irrevocably agrees that the decision of the arbitrator in the arbitration proceedings:

Notwithstanding the aforegoing, nothing in this clause shall be construed as precluding any party from applying to Court for a temporary interdict or other relief of an urgent nature, pending the decision of the award of the arbitrator in terms of this clause 17.

Notwithstanding CLIENT’S rights in terms of this clause 17, all amounts invoiced by REALCONNECT to CLIENT shall be due and payable in full pending the outcome of arbitration proceedings and CLIENT shall not be entitled to withhold any payment pending the outcome of arbitration.

This clause 17 is severable from the rest of this agreement and shall, notwithstanding the termination of this agreement, remain in full force and effect.

CLIENT hereby consents to the jurisdiction of the Magistrate’s Court having jurisdiction in respect of all legal proceedings connected with this agreement, notwithstanding that the amount of the matter in dispute exceeds the court’s jurisdiction.

Notwithstanding the aforegoing, REALCONNECT is entitled to institute proceedings against the CLIENT in the division of the High Court having jurisdiction in the matter.

The parties choose domicilium citandi et executandi (“domicilium”) for all purposes relating to this agreement, including the giving of any notice, the payment of any sum, the serving of any process, as follows:

The parties shall be entitled from time to time, by giving written notice to the other, to vary its:

Any notice given or payment made by either party to the other (“addressee”) which is:

This clause 19 shall not operate so as to invalidate the giving or receipt of any written notice that is actually received by the addressee other than by a method referred to in this clause 19.

Any notice in terms of or in connection with this agreement shall be valid and effective only if in writing and if received or deemed to be received by the addressee.

The parties agree that the terms and conditions of THIS AGREEMENT are the result of negotiations between them and that this agreement shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this agreement.

No agreement varying or cancelling this agreement, including this clause shall be effective unless reduced to writing and signed by or on behalf of all the parties.

No waiver by a party of any of its rights under this agreement, including this clause shall be effective unless reduced to writing and signed by or on behalf of such party.

No indulgences granted by a party shall constitute a waiver or abandonment of any of the party’s rights under this agreement; accordingly, that party shall not be precluded, as a consequence of having granted such indulgence, from exercising any of the rights against any other party which may have arisen in the past or which may arise in the future.

The agreement shall be binding on the parties hereto and their respective successors and assigns. Neither party shall be entitled to assign or otherwise transfer the benefit or burden of all or any part of the agreement without the prior written consent of the other party except that REALCONNECT may assign its rights and obligations under the agreement without the approval of CLIENT to an entity which acquires part, all and/ or substantially all of the assets of REALCONNECT provided that in no event shall such assignment relieve REALCONNECT of its obligations under the agreement.

The relationship between the parties hereto shall not be that of partners. Nothing herein contained shall be deemed to constitute a partnership between them, merge their assets, or their fiscal or other liabilities or undertakings. The common enterprise between the parties shall be limited to the express provisions of THIS AGREEMENT. Nothing herein contained shall allow a Party to act as an agent of any other party.

Any costs, including attorney and own client costs and collection commission, incurred by a party arising out of the breach by any other party of any of the provisions of this agreement shall be borne by the party in breach.

REALCONNECT and CLIENT undertake to perform any obligations required by statutory regulations, as amended from time to time, and to assist the other party upon reasonable request to do so.

If either party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this agreement resulting from any cause beyond the reasonable control of that party, including without limitation, acts of God, civil commotion, riots, insurrection, lock-outs, acts of government, fire, theft, explosion, the elements, epidemics, governmental embargoes or like causes, the party so affected shall be relieved of its obligations hereunder during the period of such obstruction, but only to the extent of the obstruction, and shall not be liable for any delay or failure in the performance of any obligations hereunder or loss or damage of any nature whatsoever, whether general, special or consequential, which the other party may suffer as a result, provided that written notice shall within 48 (forty eight) hours of the first occurrence of the obstruction be given off to the other party, unless the obstruction renders such notice impossible.

The parties hereby agree that should this obstruction last more than 30 (thirty) days, the party who has not invoked force majeure may terminate THIS AGREEMENT on notice to the other party.

THIS AGREEMENT constitutes the entire agreement between REALCONNECT and CLIENT relating to the subject matter hereof, notwithstanding anything in CLIENT’S enquiry, specification, acceptance, order or other documentation to the contrary. If there shall be any provision of any ADDENDUM which conflicts with any provision of these terms and conditions, unless agreed to the contrary, the latter shall prevail and is valid for a period of 24 months.