Terms & Conditions
1 INTERPRETATION
1.1 “Ugo Telecoms (PTY) Ltd” – Ugo Telecoms (PTY) Ltd registration number “Reg. No.”.
1.2“Services” – Voice and Data Services which are selected and agreed upon on the face hereof and any ancillary Services related thereto.
1.3“Subscriber” – Company, Closed Corporation, Firm, Partnership or Persons contracting to receive the Services from Ugo Telecoms (PTY) Ltd in terms of this Agreement.
1.4“Agreement” – these terms and conditions as read together with the schedule on the face hereof.
1.5 “Connection Date” – the date on which Ugo Telecoms (PTY) Ltd accepts the contract.
1.6“Network Operators” – refers to Clear Voice, and/or other data and voice carriers that Ugo Telecoms (PTY) Ltd directly or indirectly interconnects with.
1.7“Network” – internet or telecommunications networks operated by Network Operators.
1.8 “Call Tariff” – the tariffs charged by Ugo Telecoms (PTY) Ltd in respect of local, national, international and mobile calls made and constituting part of the Services.
2 APPOINTMENT AND TERM
2.1 With effect from date of acceptance by Ugo Telecoms (PTY) Ltd, the Subscriber identified on the face hereof on the face hereof appoints Ugo Telecoms (PTY) Ltd to provide to and / or on behalf of the Subscriber in accordance with the provisions hereof.
2.2 The Subscriber agrees to be bound by the provisions contained in the notice, directive, or applicable Call Tariff plan issued by Ugo Telecoms (PTY) Ltd and / or their Service Provider from time to time. Subscriber will be notified in writing of any changes in the Call Tariff plan.
2.3 The Subscriber acknowledges that this document or other documents as agreed in writing between the parties constitutes an offer by the Subscriber, which may be accepted or refused by Ugo Telecoms (PTY) Ltd in its sole discretion. The offer will be considered once received by Ugo Telecoms (PTY) Ltd at their premises. Connection of the Subscriber shall be deemed to constitute acceptance of the offer, by Ugo Telecoms (PTY) Ltd and commencement of this Agreement. This Agreement shall become binding between Ugo Telecoms (PTY) Ltd and the Subscriber whether or not the Subscriber was notified of the acceptance of the offer.
2.4 Termination of Agreement does not relieve the Subscriber from liability to pay charges for all calls and
data usage by the Subscriber up until the Services are disconnected by Ugo Telecoms (PTY) Ltd.
2.5 The Subscriber will notify Ugo Telecoms (PTY) Ltd in writing of cancelation and/or changes in services and/or products’ no later than 30 days in advance.
2.6. When cancelling a service(s), any outstanding and/or accumulated fees incurred during cancellation period, will be invoiced in the following month, and payable immediately.
3 THE UGO TELECOMS (PTY) LTD SERVICES
3.1 The Services are to include the routing of voice traffic over the Network: Voice constitutes all local, national, international and mobile voice or data calls routed through the Network.
3.2 The Subscriber shall allow Ugo Telecoms (PTY) Ltd or its nominee, access to the Subscriber’s premises, with prior notification to the Subscriber, at all reasonable times in order to, install, maintain, monitor, inspect, replace or Services.
3.3 Ugo Telecoms (PTY) Ltd endeavours that the Services rendered will be provided and maintained during the contract period.
3.4 Due to the necessity of conducting repair and / or improvement work from time to time on technical infrastructure by means of which the Services are provided, the provision of the Services may be suspended from time to time. Written notice of any scheduled and/or emergency maintenance will be provided at least 24 hours in advance. Telecoms (PTY) Ltd, is exempted from all liability for any loss or damage (whether direct or consequential) and / or for any costs, claims or demands of any nature to Subscriber and / or any third party arising from such suspension.
3.5 The Subscriber shall have no claim of whatsoever nature and however rising against Ugo Telecoms (PTY) Ltd including no right to cancel this Agreement or to withhold payment of any monies due in terms hereof should the Network temporarily or otherwise fail, malfunction, provide no or poor coverage or should any of the Services of facilities provided by the Network Operators of Ugo Telecoms (PTY) Ltd be temporarily unavailable.
3.6 The Subscriber shall not be entitled to set off or deduct any monies in respect of “dropped” or discontinued call and / or connections or temporarily unavailable Services including facsimile and other Services. Ugo Telecoms (PTY) Ltd does not make any representation or, give any warranty or guarantee of any nature whatsoever in respect of the Services.
3.7 Ugo Telecoms (PTY) Ltd does not warrant or guarantee that information transmitted by use of the Services will be preserved or sustained in its entirety, will be suitable for any intended purpose, will be free of inaccuracies or defects or bugs or viruses of any kind, and will not contravene the laws of a particular.
3.8 Ugo Telecoms (PTY) Ltd shall be entitled in its sole discretion to alter telephone numbers or any Other code or Number, which has been allocated to the Subscriber.
3.9 Ugo Telecoms (PTY) Ltd shall be entitled in its sole discretion to suspend, cancel, vary or terminate this Agreement or any part thereof, without Ugo Telecoms (PTY) Ltd incurring any liability whatsoever in the in the event of non-availability of the Services or if any Agreement whatsoever in the event of non-availability of the Services or if any Agreement giving of the Service or if any Agreement giving Ugo Telecoms (PTY) Ltd access to anything relating to, cancelled, varies or terminated. A minimum period of 30 Days’ notice will be provided in writing to the Subscriber.
3.10 The Subscriber shall be obliged to inform Ugo Telecoms (PTY) Ltd in writing of any technical changes, personnel changes and / or contract detail changes that may effect the operation of the Service and updates of Cal Tariffs being offered.
3.11 Ugo Telecoms (PTY) Ltd has the right to move the Subscriber to a new Network Operator only when this move will ensure more benefits for the Subscriber. This decision to move will be offered to the Subscriber in writing and may lead to a new Subscriber Agreement as a whole.
4 CHARGES
4.1 The Subscriber shall pay to Ugo Telecoms (PTY) Ltd:
4.1.1 Upon commencement hereof, initial connection charge and all other introductory fees;
4.1.2 Monthly in advance or as and when billing is passed on by the Network Operators, total call charges used and / or generated by the Subscriber during each billing period and any other charges payable in respect of the Services requested by the Subscriber or other charges levied by Ugo Telecoms (PTY) Ltd from time to time.
4.2 Charges payable by the Subscriber to Ugo Telecoms (PTY) Ltd for the provision or facilitation of the Services shall be stipulated in any notice, directive, promotion or applicable Call Tariff plan issued or derived by Ugo Telecoms (PTY) Ltd from time to time and the contents of such notice, directive, promotion or Call Tariff plan including the charges stipulated therein shall be deemed to be incorporated in this agreement as if specially set out herein.
4.3 The Subscriber agrees that Ugo Telecoms (PTY) Ltd shall be entitled from time to time to increase or vary the charges payable (as dictated by the Network Operators or by currency fluctuations) by the Subscriber to Ugo Telecoms (PTY) Ltd for the Services. (see 2.2)
4.4 Ugo Telecoms (PTY) Ltd’s monthly statement of charges shall be prima facie proof of the amounts owed by the Subscriber to Ugo Telecoms (PTY) Ltd terms thereof and of the other facts stated therein and should therein and should respect of any call made or Services rendered by Ugo Telecoms (PTY) Ltd, then the Subscriber shall bear the onus of proving that Ugo Telecoms (PTY) Ltd’ statement is incorrect in such respect.
4.5 International Transit Routing (TC) charges when calls originate from international destinations, and any additional fees/fines as per 6.7 within this Agreement.
5 PAYMENT
5.1 The Subscriber agrees that payment shall only have been made to Ugo Telecoms (PTY) Ltd when the monies remitted by the Subscriber have been received into Ugo Telecoms (PTY) Ltd’s bank account. Should any debit order be returned unpaid or stopped for whatsoever reason or should Ugo Telecoms (PTY) Ltd exercise its right to suspend the provision of the Services due to late or non payment of any monies due in terms thereof by the Subscriber, then the Subscriber shall pay an administration charge of R250.00 for each such non -payment, suspension or any other breach of this Agreement which amount shall be liable upon demand and by Ugo Telecoms (PTY) Ltd. The Subscriber will be liable for all legal, debt collecting and/or other fees resulting in outstanding debt and the collection thereof.
5.2 The Subscriber agrees and acknowledges that a certificate given under the hand of a financial manager of controller of Ugo Telecoms (PTY) Ltd whose status and authority need not be proved shall be considered prima facie proof of the amount due and shall entitle Ugo Telecoms (PTY) Ltd to apply for judgment against the Subscriber and to obtain summary judgment or provisional sentence, as the case may be.
5.3 Depending on the type of product and/or solution selected, subscriptions are payable on a monthly base and will be billed on a daily, in arrears or in advance, depending on the solution and product selected. Monthly connection fees are payable, irrespective whether voice calls were made or not.
5.4 Airtime/voice calls, unless otherwise stated, will be pre-paid.
6 LIMITATION OF LIABILITY
6.1 The Subscriber hereby indemnifies Ugo Telecoms (PTY) Ltd and holds Ugo Telecoms (PTY) Ltd harmless against any claim by any third party arising directly or indirectly out of the Subscriber’s access to our use of the Services or information obtained through the use of it, including without limitation of any claim due to the use of the Services for unlawful purposes.
6.2 Ugo Telecoms (PTY) Ltd shall not be liable for any loss or damages arising out of mistakes, omissions, interruptions, delays, errors or defects in the service, the transmission of the Services, or failures or defects in facilities furnished by Ugo Telecoms (PTY) Ltd. Services shall in no event exceed an amount equivalent to the proportionate fixed monthly charge to Ugo Telecoms (PTY) Ltd for Services, during the period of time in which such mistakes, omissions, interruptions, delays, errors, defects in the service, its transmission or failure or defect in facilities furnished by Ugo Telecoms (PTY) Ltd occurred.
6.3 The Subscriber is liable for all calls made, once the solution has been installed and activated. It is the Subscriber’s responsibility to ensure that the Subscriber’s network(s) are secured against malicious and/or unauthorised access and/or attacks. Ugo Telecoms (PTY) Ltd will not be held responsible for any calls terminated as a result of malicious attacks and/or unauthorised access to the Subscriber’s network(s).
6.4.The Subscriber agrees to adhere to ICASA regulations related to CALL TERMINATION REGULATIONS, and all costs and/or fines when in breach of these regulations, as per page 3 of this Agreement.
7 BREACH
7.1 If the Subscriber:
7.1.1 Fails to pay any amount under this Agreement on due date, then Ugo Telecoms (PTY) Ltd shall be entitled without prejudice to any of its other rights arising out of this agreement forthwith and without any liability towards the Subscriber to suspend its provision to the Subscriber of the Services in whole or in part and / or disconnect the Subscriber from the network and/or render the equipment inoperable by whatever means.
7.1.2 Commits, suffers or permits a breach of any terms of this Agreement.
8 DOMICILIUM AND NOTICE
8.1 The Subscriber and Ugo Telecoms (PTY) Ltd hereby choose domicilium citandi et executandi for all purposes of and in connection with this Agreement at the physical address and telefax as set forth on the face hereof. Ugo Telecoms (PTY) Ltd shall be entitled to give any notice in terms of this Agreement by e-mail.
9 GENERAL
9.1 The Agreement constitutes the sole record of the agreement between the parties in regards to the subject matter thereof. Neither party shall be bound by any representation the subject matter thereof. Neither party shall be bound by any representation, express or implied term, promise or the like not recorded herein or reduced to writing and signed by the parties or their representatives. No addition or variation of this Agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties. No indulgence that Ugo Telecoms (PTY) Ltd may grant to the Subscriber shall constitute a waiver of any of Ugo Telecoms (PTY) Ltd’s rights. In this agreement the singular shall include the plural.
9.2 This Agreement shall in all respects be governed by and construed in accordance with the law of the Republic of South Africa, and all disputes, actions and other matters in connection with this Agreement shall be determined in accordance with such laws.
9.3 Should any provision of this Agreement be rendered unlawful then that unlawful provision only shall be invalid, without effecting or invalidating any of the remaining provisions of this Agreement, which shall continue to be full force effect.
9.4 Ugo Telecoms (PTY) Ltd is entitled to cede its rights and /or the delegates its obligations arising from this Agreement and / or assigned this Agreement, wholly or partly, to any third party. The Subscriber shall not be entitled to cede or delegate his rights and / or obligations arising out of this contract, unless accepted in writing by the Credit Control Manager or a Director of Ugo Telecoms (PTY) Ltd. The Subscriber will be informed in writing within 30 days’ notice in respect hereof.
9.5 The Subscriber warrants the accuracy of all information furnished by or on behalf of the Subscriber in terms of or pursuant to this Agreement. The Subscriber shall forthwith notify Ugo Telecoms (PTY) Ltd in writing of any changes from time to time in the information set out in the schedule on the face hereof.
9.6 The parties hereby consent to the jurisdiction of any Magistrate Court which may exercise jurisdiction over any of the parties in terms of Section 28 of the Magistrates Courts’ Act 32 of 1944 in respect of any dispute arising from or concerning this Agreement, provided that should the Service Provider elect to proceed in the Supreme Court they shall be entitled to do so in the Witwatersrand Local Division, to which jurisdiction the Subscriber hereby submits.
9.7 Ugo Telecoms (PTY) Ltd undertakes to treat all Subscribers’ information as confidential.
10 FORCE MAJEURE
10.1 If Ugo Telecoms (PTY) Ltd is prevented from or restricted directly or indirectly from carrying out all or any of its obligations under this Agreement due to any reason or cause beyond the control of Ugo Telecoms (PTY) Ltd or by reason of force majeure, Ugo Telecoms (PTY) Ltd shall be relieved of its Obligations in terms of this Agreement during such period.
INTERNATIONAL ORIGINATING TRAFFIC
In reference to the ICASA amended market definition in Regulation 2, of the 2nd Amendment, published in the Government Gazette No.41167, dated 06 October 2017 of the Call Termination Regulations, the following is applicable:
- Any international originating CLI number calling to RSA destinations are NOT ALLOWED to manipulate their CLI to South African Numbers.
- Call traffic from international origin, MUST display a VALID CLI in the country of origin, and will be billed in accordance to the International Origination Call Rates (billed per minute) stipulated on page 1 of this Agreement.
Specific SIP trunks will be provisioned for this purpose.
- Subscribers found manipulating their CLI for calls of international origin, will be faced with:
A fine of 35% of the total call value, which will be re-rated according to the International Origination Call Rates, AND
Total cost of the offending calls which have been re-rated, AND Issued with a warning, and possible termination of services.
- Subscribers found attempting to avoid the rules by running international originating traffic through proxies, and thereby hiding the fact that these calls are from international origin and manipulating the CLI, will be subject to paragraph 3 above.
