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CleverTel End User License Agreement
IMPORTANT – PLEASE READ CAREFULLY
Before reading the articles below, please note the following preliminary terms, which use some of the definitions specified in Article 1 below:
Minutes belongs to CleverTel
Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between CleverTel Software and You, as a user, for the use of the CleverTel Software. You must enter into this Agreement by clicking on the Order Now button in order to make use of the CleverTel Software. You hereby agree and acknowledge that this Agreement covers all your use of CleverTel Software, whether it be from this installation or from any other terminals where CleverTel Software has been installed, by You or by third parties. Furthermore, by installing and continuing to use the CleverTel Software You agree to be bound by the terms of this Agreement and any new versions hereof.
Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the Order button or similar buttons or links as may be designated by CleverTel to show Your approval of any foregoing texts and/or to download and install the CleverTel Software, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter contracts, place orders, and create other records and to the electronic delivery of notices, policies, and records of transactions initiated or completed through the CleverTel Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdiction’s Restrictions: if You are residing in a jurisdiction that restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and You are under such jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the CleverTel Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet telephony, You may not enter into this Agreement, and You may not download, install or use the CleverTel Software. By entering into this Agreement, you explicitly state that You have verified in Your own jurisdiction if Your use of the CleverTel Software is allowed.
Article 1: In this Agreement, the following capitalized definitions are being used, singular as well as plural.
1.1 Affiliate: any corporation, company, or other entity that directly or indirectly controls, is controlled by, or is under common control with, CleverTel. For the purpose of this definition, the word “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, may be renewed, modified, and/or amended from time to time.
1.3 Emergency Services: means services that connect a user to emergency services personnel or public safety answering points pursuant to applicable local and or national regulatory requirements.
1.4 Documentation: any online or otherwise enclosed documentation provided by CleverTel.
1.5 Effective Date: the date on which this Agreement is entered by clicking on the Order button as stated above.
1.6 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks, and patents, as well as know-how and trade secrets contained in or relating to the CleverTel Software, the Documentation, the CleverTel Website, or the CleverTel Promotional Materials.
1.7 Password: refers to a code You select, which, in combination with the User ID (Member ID), gives You access to Your User (Member) Account;
1.8 CleverTel: refers to the company named CleverTel Services based in Johannesburg.
1.9 CleverTel API: application program interface consisting of the set of routines utilized by the CleverTel Software to provide the CleverTel Software functionality for a given platform or operating system, CleverTel API being included in or linked to the CleverTel Software.
1.10 CleverTel Online Material: the CleverTel banner available for download on the CleverTel Website, consisting of a CleverTel logo and a link to the CleverTel Website.
1.11 CleverTel Promotional Materials: any and all trademarks, names, signs, logos, banners, CleverTel Online Material, and any other materials, in whatever form, owned and/or used by CleverTel for the promotion of its company, its products, and activities.
1.12 CleverTel Software: the software distributed by CleverTel for internet telephony applications, including without limitation the CleverTel API, UI, and Documentation, as well as any future programming fixes, updates, and upgrades thereof.
1.13 CleverTel Staff: the officers, directors, employees, and agents of CleverTel or its Affiliates, or any other persons hired by CleverTel or its Affiliates.
1.14 CleverTel Website: any and all elements, contents, and the ‘look and feel of the website available under the URL www.clevertel.co.za, – among other URLs –, from which website the CleverTel Software can be downloaded.
1.15 UI: the user interface of the CleverTel Software.
1.16 User Account: refers to the account with a User ID (also referred to as Member ID) and Password that You create for Your use of the CleverTel Software;
1.17 User ID (Also referred to as Member ID): refers to an identification code You selected, which in combination with the Password, gives access to Your User (Member) Account;
1.18 You: you, the end-user of the CleverTel Software, also used in the form “Your” where applicable.
Article 2: License and Restrictions
2.1 License. Subject to the terms of this Agreement, CleverTel hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the CleverTel Software on Your computer, phone, or PDA for the sole purpose of personally using the internet telephony applications provided by CleverTel and any other applications that may be explicitly provided by CleverTel. For the avoidance of doubt, you can use CleverTel Software at work, in accordance with the terms of this Agreement.
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the CleverTel Software or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the CleverTel Software or any part thereof.
2.4 Third Parties. You acknowledge and agree that the CleverTel Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third-party software or technology that is incorporated in the CleverTel Software falls under the scope of this Agreement. Any and all other third-party software or technology that may be distributed together with the CleverTel Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with CleverTel or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to CleverTel or its Affiliates to enforce any of your rights.
2.5 New Versions of the CleverTel Software. CleverTel, in its sole discretion, reserves the right to add additional features or functions or to provide programming fixes, updates, and upgrades, to the CleverTel Software. You acknowledge and agree that CleverTel has no obligation to make available to You any subsequent versions of the CleverTel Software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the CleverTel Software. Furthermore, You acknowledge and agree that CleverTel, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the CleverTel Software, and/or disable any CleverTel Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at CleverTel’s discretion, are in breach of this Agreement, creating problems, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
CleverTel will not accept any liability in relation to the direct or indirect damages caused by:
(1) the release and/or the absence of release of new versions of the CleverTel Software and
(2) by the suspension or termination of the license or this Agreement by CleverTel and/or by You.
2.6 CleverTel services. This Agreement applies to downloading, installing, and using the CleverTel Software, free of charge. By registering to CleverTel, or downloading the CleverTel software, You become a member of CleverTel. As a member of CleverTel, You are granted the right to use CleverTel services, free of charge, according to this agreement terms. The use of any service which may be offered by CleverTel or its Affiliates is subject to the additional terms of Service that are published on the CleverTel Website.
2.7 Credit Minutes: All the credit minutes with appears in your account or in your CleverTel/Affiliate client are in CleverTel’s ownership. The above credit usage is subjected to this User License Agreement. CleverTel allows you to purchase minutes using an online payment service, as appears in the CleverTel portal. You will gain new minutes follow the above payment service approval by the above online payment service provider. All your accumulated credits will automatically expire annually on December 31st at 24:00, accept the credits you accumulate while using CleverTel each December.
Article 3: Definitions to License Restrictions and Additional Terms
3.1 Distribution of CleverTel Software. You are not allowed to distribute the CleverTel Software under this Agreement. For the right to distribute You will have to agree to and meet with the Distribution Terms as published on the CleverTel Website.
3.3 Use of CleverTel API. You may make use of the CleverTel API, subject to license terms in Clause 2.1 and for the sole purpose of enabling Your application to connect with the CleverTel Software, provided that:
3.3.1 All such use of CleverTel API is carried out for legitimate purposes and shall in no way and to no extent adversely affect the functionality or performance of the CleverTel Software or services provided by CleverTel;
3.3.2 You will not remove, overtake, hide or otherwise make the UI inaccessible for end-users;
3.3.3 You will monitor the CleverTel Website in order to ensure that You are aware of any changes in the applicable legal documents. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the CleverTel API and, where applicable, any and all use of the CleverTel Software; and
3.5 CleverTel Promotional Materials. Nothing in this Agreement will give You any right to use the CleverTel Promotional Materials.
Article 4: Utilization of Your computer
4.1 Utilization of Your computer. You hereby acknowledge that the CleverTel Software may utilize the processor and bandwidth of the computer (or other applicable devices) You are utilizing, for the limited purpose of facilitating the communication between Your computer CleverTel Software and the CleverTel network.
4.2 Protection of Your computer (resources). You understand that CleverTel Software will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable devices) You are utilizing and of Your communication, however, You acknowledge and agree that CleverTel cannot give any warranties in this respect.
Article 5: Confidentiality and Privacy
5.1 CleverTel’s Confidential Information. You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding CleverTel, its Affiliates, the CleverTel Staff, the CleverTel Software, and the IP Rights.
Article 6: IP Rights and Translations
6.1 Exclusive Ownership. You acknowledge and agree that all IP Rights to or arising from the CleverTel Software are and shall remain the exclusive property of CleverTel and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit, or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation, copyright laws, and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third-party content that is not contained in the CleverTel Software but may be accessed through use of the CleverTel Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
6.2 With the exception of IP Rights of CleverTel and/or its licensors in CleverTel Software (including the CleverTel API), You retain the intellectual property rights You may have in the applications, materials, products, or processes You create which are based on or utilize the CleverTel API. You hereby release and covenant not to hold liable CleverTel or its Affiliates, or any of their licensees assigns or successors, for any and all damages, liabilities, causes of action, judgments, or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the CleverTel API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the CleverTel API. As between You and CleverTel, CleverTel and its licensors retain the IP Rights in and to the CleverTel Software (including the CleverTel API) and any derivative works thereto created by or for CleverTel or its licensors.
6.3 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or CleverTel’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.
6.4 Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the CleverTel Website or as otherwise requested of You by CleverTel at any time prior to or subsequent to the Effective Date will be and remain the sole and exclusive property of CleverTel without any compensation to You.
Article 7: Communication and Your Use of the CleverTel Software
7.1 Communication. Installing CleverTel Software enables You to communicate with other CleverTel Software users, and in some cases with other communication networks.
7.2 No Warranties. CleverTel cannot guarantee that You will always be able to communicate with other CleverTel Software users or other communication networks, nor can CleverTel guarantee that You can communicate without disruptions, delays, or communication-related flaws or that all Your communication shall always be delivered to other CleverTel Software users or communication networks. CleverTel will not be liable for any such disruptions, delays, or other omissions in any communication experienced when using CleverTel Software.
7.3 No Responsibility for Content. You acknowledge and understand that the content of the communication spread using the CleverTel Software is entirely the responsibility of the person from whom such Content originated. You, therefore, may be exposed to content that is offensive, harmful to minors, indecent, or otherwise objectionable. CleverTel will not be liable for any type of communication spread by means of the CleverTel Software.
7.4 No Emergency Services. You expressly agree and understand that the CleverTel Software is not intended to support or carry emergency calls to any type of hospital, law enforcement agency, medical care unit, or any other kind of Emergency Service. CleverTel, its Affiliates, or CleverTel Staff are in no way liable for such emergency calls.
7.4.1 Alternative Arrangements. By agreeing to this Agreement, you understand that additional arrangements must be made to access Emergency Services. To access Emergency Services, you acknowledge and accept Your responsibility to purchase, separately from CleverTel Software, traditional wireless or wireline telephone service that offers access to Emergency Services.
7.4.2 No Compulsion to Offer Emergency Services. You recognize and agree that CleverTel is not required to offer Emergency Services pursuant to any applicable local and or national rules, regulation, or the law. You further recognize that CleverTel is not a replacement for Your primary telephone service.
7.5 Lawful purposes. You acknowledge and agree to use the CleverTel Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb, or any other codes or instructions that are designed to distort, delete, damage or disassemble the CleverTel Software or the communication, (c) send any unsolicited commercial communication not permitted by applicable law, or (d) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable.
Article 8: Term and (Consequences of) Termination
8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either CleverTel or You as set forth below.
8.2 Termination by CleverTel. Without limiting other remedies, CleverTel may limit, suspend, or terminate this license and Your use of CleverTel Software, prohibit access to CleverTel Website, and delete Your User Account (or Member Account) and/or User ID (or Member ID), with immediate effect, if we think that You are in breach of this Agreement, creating problems, possible legal liabilities, infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. CleverTel shall affect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to the respective User (or Member) Account. We reserve the right to cancel User (or Member) Accounts that have been inactive for more than two (2) months. Should your account fall 2 to 3 months behind we reserve all the right to terminate the service or products without any liabilities.
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, if You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement,
(a) You acknowledge and agree that all licenses and rights to use the CleverTel Software shall terminate, and
(b) will cease any and all use of the CleverTel Software, and
(c) will remove the CleverTel Software from all hard drives, networks, and other storage media and destroy all copies of the CleverTel Software in Your possession or under Your control.
8.5 No liability. CleverTel will not be liable in respect to any damage caused by the termination of this Agreement.
Article 9: Your Representations and Warranties; Indemnification of CleverTel
9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, you represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations, and policies that may apply to the use of the CleverTel Software.
9.2 Indemnification. You agree to indemnify, defend and hold CleverTel, Affiliates, and the CleverTel Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the CleverTel Software, or (d) use and/or modification of the CleverTel API or (e) communication spread by means of the CleverTel Software.
9.3 Export Restrictions. You acknowledge that the CleverTel Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the CleverTel Software as well as end-user, end-use, and destination restrictions issued by national governments.
Article 10: Disclaimer of Warranties
10.1 No warranties. THE CleverTel SOFTWARE IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; CleverTel DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE CleverTel SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. CleverTel FURTHER DOES NOT REPRESENT OR WARRANT THAT THE CleverTel SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES CleverTel WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE CleverTel SOFTWARE.
10.2 Specific Disclaimer of Liability for Emergency Services. CleverTel does not provide Emergency Services in conjunction with the CleverTel Software. Neither CleverTel nor its officers or employees may be held liable for any claim, damage, or loss, and You hereby waive any and all such claims or causes of action, arising from or relating to the use of CleverTel Software to contact Emergency Services personnel. You shall defend, indemnify, and hold harmless CleverTel, CleverTel Staff and Affiliates and agents and any other service provider who furnishes services to You in connection with the CleverTel Software, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, attorneys’ fees) by, or on behalf of, You relating to the absence, failure or outage of the CleverTel Software provided hereunder, including specifically any claims arising out of the failure of CleverTel to offer Emergency Services.
10.3 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the CleverTel Software remains with You, to the maximum extent permitted by law.
10.4 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such an event, the liability will be limited as far as legally possible under the applicable legislation.
Article 11: Limitation of Liability
11.1 No Liability. The CleverTel Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT CleverTel, ITS AFFILIATES, AND THE CleverTel STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE CleverTel SOFTWARE, AS SET FORTH BELOW. 11.2 Limitation of Liability. IN NO EVENT SHALL CleverTel, ITS AFFILIATES OR THE CleverTel STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE CleverTel SOFTWARE, EVEN IF CleverTel, ITS AFFILIATES OR THE CleverTel STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE CleverTel SOFTWARE IS TO DEINSTALL AND CEASE USE OF SUCH CleverTel SOFTWARE.
11.4 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such an event, the liability will be limited as far as legally possible under the applicable legislation.
Article 12: General Provisions
12.1 New versions of the Agreement. CleverTel reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the CleverTel Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to You unless You expressly accept the revised Agreement earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the CleverTel Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at www.CleverTel.com. CleverTel reserves the right to make changes to this Agreement from time to time.
12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and CleverTel with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void, or unenforceable either in its entirety or in an application, the remainder of this Agreement shall nonetheless remain in full force and effect.
12.4 No waiver. The failure of CleverTel at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by CleverTel.
12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
12.6 Assignment by CleverTel. CleverTel is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of South Africa without giving effect to any conflict of law’s provisions, whether the laws of your current state or country of residence.
12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of Cyprus.
12.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS, AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE CleverTel SOFTWARE OR SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO CleverTel THE RIGHTS SET FORTH HEREIN. © CleverTel – Last revised: November. 3, 2014
Article 13: CleverTel WebSite
13.3 Use of Software – CleverTel’s internet communications software, sometimes referred to as (the “ CleverTel Software”) and accompanying documentation that is made available by download from this Site is the copyrighted work of CleverTel. Use of the CleverTel Software is governed by the terms of the end-user license agreement available at http://www.CleverTel.com/legal. You will not be able to download or install any software that is accompanied by or includes an end-user license agreement unless you agree to the terms of such end user license agreement. If you do not agree to such terms, you will not be able to use the CleverTel Software. Software provided by CleverTel to you through CleverTel Developer is subject to its own licensing terms in which case such licensing terms will govern your use of that software. You may not decompile, reverse engineer or otherwise attempt to discover the source code of any software made available on the Site.
13.5 Warranties, Disclaimers, and Limitation of Liability The Site and all content and materials on it are provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, CleverTel disclaims all warranties, express or implied, including, but not limited to, implied warranties of satisfactory quality, merchantability, or fitness for a particular purpose or the warranty of non-infringement. Without limiting the foregoing, CleverTel does not represent or warrant that: (i) the Site will be accurate, reliable, uninterrupted, secure, or error-free; (ii) defects in the Site will be corrected; (iii) the Site or the server that makes it available are free of viruses or other harmful components.
13.6 LIMITATION OF LIABILITY. IN NO EVENT SHALL CleverTel, ITS AFFILIATES, ITS LICENSORS, OR THE CleverTel STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY, FOR: (i) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY BE INCURRED BY YOU; (ii) ANY LOSS OF DATA, INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) THAT MAY BE INCURRED BY YOU; AND (iii) ANY CLAIM, DAMAGE, OR LOSS WHICH MAY BE INCURRED BY YOU AS A RESULT OF (A) THE AVAILABILITY OF MERCHANTS’ WEBSITES AND/OR ANY OTHER THIRD-PARTY WEBSITES, (B) ANY RELIANCE PLACED BY YOU ON ANY ADVERTISING, PRODUCTS, SERVICES OR OTHER CONTENT OR MATERIALS ON, OR AVAILABLE FROM, SUCH THIRD-PARTY WEBSITES; OR (III) ANY OF YOUR TRANSACTIONS WITH MERCHANTS. THE LIMITATIONS ON CleverTel’S LIABILITY TO YOU ABOVE SHALL APPLY WHETHER OR NOT CleverTel, ITS AFFILIATES OR THE CleverTel STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF CleverTel FOR (I) THE DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF CleverTel, THE CleverTel STAFF OR ITS AGENTS, OR (II) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW. Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.
13.8 Web Site Third Party Sites The Site includes hyperlinks to other websites and content and introduces you to various third-party merchants (“Merchant(s)”) whose products and services may be purchased on the Merchants’ websites. Your use of each of these third-party websites is subject to the terms and conditions posted on the applicable website. CleverTel has no control over such third-party websites and the inclusion on the Site of a hyperlink to any third-party website is not an endorsement by CleverTel of such website or to any content, products, or services available on it. You acknowledge and agree that: The product information and pricing that is shown on the Site regarding third-party products and services are given to CleverTel by the applicable Merchant. The Merchant has the ability to change their pricing or terminate their product availability at any time. CleverTel is not involved in any transactions between you and any Merchant whose products and/or services are listed on the Site. CleverTel does not control, is not responsible for, and does not guarantee: (i) the pricing, quality, performance, availability, or terms and conditions of purchase of products or services provided by the Merchant; (ii) any payment transactions, delivery, returns or after-sales activities related to the products or services purchased on the Merchants’ websites; (iii) the availability of the Merchant’s websites; (iv) the completeness, truth or accuracy of any advertising or other materials on, or available from, the Merchants’ websites, nor any listing or other content about such products and services displayed on the Site; (v) links to the Merchants’ websites that are featured on the Site. Any questions, complaints, or claims related to any product or service provided by a Merchant should be directed to the applicable Merchant.
13.11 Unsolicited Ideas CleverTel does not consider or accept unsolicited proposals or ideas, including without limitation ideas for new products, technologies, promotions, product names, product feedback, and product improvements (“Unsolicited Feedback”). If you send any Unsolicited Feedback to CleverTel through the Site or otherwise, you acknowledge and agree that CleverTel shall not be under any obligation of confidentiality with respect to the Unsolicited Feedback.
Article 14: – CHARGES AND PAYMENT TERMS
You agree that the service provider’s records constitute ostensible proof of your use of the Services and/or Products.
You the customer are responsible for and agrees to pay to Clevertel all Once Off Costs and Monthly Costs specified in the Cost Schedule in South African currency, without deduction or set-off of any amount of whatsoever nature or for whatsoever reason.
Our monthly invoice shall be prima facie proof of the amounts owed by you for the Services and/or Products and delivered monthly in advance and payable 7 days after the invoice was provided.
The addresses on the subscriber form shall be the chosen domicilium citandi et executandi for all purposes under this agreement.
Invoices will be emailed to the Customer’s designated email address (for billing purposes) indicated in the Application Form unless the Customer gives its written request for delivery of invoices by means other than email, or that the email address (for billing purposes) has been changed.
You agree to settle any charge invoiced to your account promptly and on the due date unless otherwise agreed, and will present any queries relating to your invoice to email@example.com no later than 7 days after the date the invoice is issued
Any amount falling due for payment by Customer to Clevertel in terms of or pursuant to this Agreement which is not paid on its due date the services will be suspended and a reactivation fee or Late Fee of R209.83 will apply and due to Clevertel a pay and clear option to settle the overdue and reactivation fee will be required before reactivation of the services. This may prevent future services to be rendered.
Clevertel charges for service in advance and not in arrears. While a service may be provisioned and available to you before you receive an invoice such provisioning does not constitute a line of credit upon which future payment may be made in arrears.
It is agreed that in any instance where Clevertel provides immediate access to a service for which the invoice is issued, such invoice shall be due and payable immediately but a three-day period shall be allowed as an agreed date of payment.
Debit order or any other automated processing arrangement with Clevertel then the date upon which such arrangement is scheduled for payment shall be the date agreed upon on which the account must be paid.
The subscription of any order or processing arrangement involving any third parties shall not indemnify you against the responsibility to pay Clevertel in the event that such an arrangement does not constitute a settlement of your invoice in full.
Non-payment, or short payment of any invoice on the due date, or such other date as agreed, of that invoice, constitutes a breach of this agreement. Nothing in this Agreement shall be read to preclude Clevertel’s right to tempore morae interest under the common law.
It is agreed that the nature of an Internet service precludes any reasonable expectation of full uptime and full speeds, and Clevertel shall not be obliged to effect any refund or pass any credit note in respect of any period during which a service is not available or is degraded in any way.
It is agreed that any billing error resulting in an overcharge or overpayment will result in the passing of a credit note (which shall include any interest charged by Clevertel in error) to any outstanding invoice. If there are no outstanding invoices such credit note will be passed on the next invoice issued. Refunds shall only be made in the event that the amount of the credit note would exceed the amount of anticipated future invoices arising in the sixty days after the passing of the arising of the credit note. Any refund of monies by Clevertel shall be paid by means of electronic payment into a banking account designated by you.
It is agreed notwithstanding the existence of a dispute resolution process that Clevertel may cede, collect, and enforce through any competent court any amount owing to Clevertel on an attorney's own client scale.
It is agreed that in the event that your DSL circuit operates at a higher speed than the service for which you have applied that we may charge you the amount due in respect of the higher speed.
Ordinarily, invoices shall be issued on the 23rd day of the month and be due for payment and full settlement 7 days thereafter, however, circumstances may arise that cause invoices to be issued on a different day from time to time. In the month of December, invoices may be issued early with payment due before the 16th of December.
It is agreed that if you are being provided with a discount of any nature for any product(s) provided by Clevertel or any Clevertel affiliates, and you maintain an outstanding balance due for a period of 7 days or more, or are in breach of this agreement in any way, and where such balance is not the subject of a legitimate dispute as per the rights afforded to you in this agreement, that all discounts applicable to your billing relationship with Clevertel shall be terminated from the date upon which the outstanding balance initially became due.
All non-contractually assured discounts offered or applied by Clevertel remain within Clevertel's sole reasonable discretion and may be amended or terminated.
14.2 ADDITIONAL SERVICES
In the event of any “bolt-on services” (additional services) being requested by you, whether on the subscriber form or at a later stage, the supply of such bolt-on services will be subject to these terms and conditions as well as additional terms (if applicable), at an additional charge to you.
14.3 VALUE ADDED TAX (VAT)
All invoices generated before 14 April 2021 exclude VAT of 15%.
All Prices include VAT of 15%.
VAT Trading Name: Clevertel
VAT Registration Number: 4220295903
The pricing Module has been adjusted to accommodate the VAT amount.
Article 15: REGULATORY
15.1 In the case of Telecommunication or ISP services, these are supplied to you subject to the terms and conditions of the Independent Communications Authority of South Africa (ICASA) www.icasa.org.za and Wireless Application Service Providers’ Association (WASPA) www.waspa.org.za/coc. The services supplied under this agreement will be subject to any changes to the terms and conditions of the license.
Article 16: NOTICES
16.1 You agree to comply with any notice, directive, or policy that governs and/or restricts the use of the Services and/or Products that apply to all Subscribers/users of the Services/Products.
Article 17: CLOUD HOSTING AND EMAIL
17.1 Non-Managed Service
Cloud Hosting services are fully managed by the client and Clevertel does not offer any additional support on these services. All changes, backups, additions, updates, monitoring, and maintenance are the responsibility of the client who purchased the cloud hosting service.
By accepting the Terms and Conditions, you also agree to the afore-mentioned AUP.
17.2 Managed Service
Cloud Hosting services are fully managed by Clevertel on behalf of a client and offer additional support on these services. Changes such, additions, updates, monitoring, and maintenance are the responsibility of the service provider.
Article 18: Freemium Minimum Requirement
18.1 What is Freemium? Freemium, a portmanteau of the words "free" and "premium", is a strategy by which a basic product or service is provided free of charge, but money is charged for additional features, services, or virtual or physical goods that expand the functionality of the free version of the software.
18.2 Virtual PBX Minimum requirements
18.2.1 A Landline Rental fee is payable monthly
18.2.2 A client is required to at least top up the minimum credit/airtime per month depending on the package they have chosen.
18.2.3 Per Minute Billing applies to all freemium packages.
18.2.4 Pre-Paid Account applies on both premium and freemium package.
18.2.5 Failure to meet the minimum requirement will result in termination of the service without notice.
18.2.6 A reactivation is payable if the account falls into arrears refer to 14.1.
18.3 Freemium account can be upgraded to a premium account at any time by sending an email to firstname.lastname@example.org or within the client zone/portal free of charge.
Article 19: Service Level Agreement
If you have any questions concerning our return policy, please contact us at: