1. DESCRIPTION OF SERVICE

1.1 SHARENET undertakes to provide Customer with the value-added SHARENET Services.

1.2 The provision of the SHARENET Service/s by SHARENET is subject to the terms and conditions set out in this Schedule.

2. DURATION AND EFFECTIVE DATE

2.1 This agreement will start on the commencement date, i.e. the approval date by Sharenet and shall continue until cancelled by either of the parties on written notice to the other party.

2.2 The customer agrees to utilize SHARENET Services on a regular basis and if not utilized for a period of two continuous months, the user number will be reallocated to another subscriber.

3. CHARGES AND PAYMENTS

3.1 All service including installation, connection to the terminal equipment, set-up, monthly fee for using the service, training and support is FREE relating to the inbound service.

3.2 All costs related to the outbound facility is subject to the applicable cost structures stipulated within the outbound rate sheet, as annexed hereto.

3.3 Outbound activation is subject to pre-paid billing, baring extraordinary circumstances.

3.4 Only electronic transfers and cash deposit slips will be accepted as payment for the outbound facility.

3.5 On receipt of payment in relation to pre-paid billing, outbound facilities will be activated within twenty four hours.

4. INTELLECTUAL PROPERTY

4.1 All intellectual property relating to or used in connection with the Services referred to in this agreement shall belong to SHARENET, its suppliers, its clients and/or its business partners and/or the relevant service providers that provide client numbers as utilized in terms of this Agreement.

4.2 The Customer warrants that it shall not use the Service/s to produce, host or present any content in contravention of any person's intellectual property rights, and in particular warrants that it shall recognize and use any content in accordance with SHARENET's intellectual property rights

5. CUSTOMER'S OBLIGATIONS

5.1 Customer shall not commit or attempt to commit any act which directly or indirectly:

5.1.1 damages SHARENET's technical infrastructure or any part thereof;

5.1.2 impairs SHARENET from being able to provide the Service/s in a reasonable and business like manner.

6. PROTECTION OF PROPRIETARY INFORMATION

6.1 Each party will keep in confidence and protect Proprietary Information from disclosure to third parties and restrict its use to that which is provided for in this agreement.

7. CESSION

7.1 Customer shall not be entitled to cede or assign any rights and/or obligations, which it may have in terms of this agreement to any third party unless, consented to it in writing by SHARENET

8. BREACH

8.1 In the event of a breach, SHARENET shall have the right, without prejudice to any other right, which it may have against Customer, to:
a) suspend or terminate the Service/s;
b) cancel this Agreement in any event without prejudice to SHARENET's right to claim damages.

9. EXCLUSION OF LIABILITY

9.1 Except as otherwise expressly provided herein to the contrary, SHARENET shall not be liable to Customer or any third party for any loss or damage of whatever nature and/or howsoever arising or for any costs, claims or demands of any nature whether asserted against SHARENET or against Customer by any party, arising directly or indirectly out of the service/s, their use, access, withdrawal or suspension or out of any information or materials provided or not provided, as the case may be.

9.2 Customer hereby indemnifies SHARENET against and holds SHARENET harmless from any claim by any third party arising directly or indirectly out of access to or use of the Service/s or information obtained through the use thereof or in respect of any matter for which liability of SHARENET is excluded in terms of clause 9.1 above.

9.3 Because of the need to conduct maintenance, repair and/or improvement work from time to time on the technical infrastructure by means of which the Services are provided, the provision of the Services may be suspended from time to time, and all liability on the part of SHARENET of any loss or damage thereby incurred or for any costs, claims or demands of any nature arising there from, is excluded, and the provision of clauses 9.1 above shall apply mutandis to such exclusion.

9.4 This Section 9 shall survive the termination of this agreement.

10. WARRANTIES

10.1 SHARENET provides no warranties or guarantees of any nature in respect to the service.

10.2 Without limitation to the generality of 8.1 above, SHARENET does not warrant or guarantee that the information transmitted by or available to Customer by way of the service/s:

10.2.1 will be preserved or sustained in its entirety;

10.2.2 will be delivered to any or all of the intended recipients;

10.2.3 will be suitable for any purpose;

10.2.4 will be free of inaccuracies or defects or bugs or viruses of any kind; or

10.2.5 will be secured against intrusion by unauthorized third parties;

and SHARENET assumes no liability or obligation in regard to any of the exclusions set forth in this clause 10.

11. SUSPENSION OF SERVICES

SHARENET reserves the right to suspend the provision of the services for the purpose of maintenance, modification or remedial work. In the event of any such suspension, SHARENET shall provide the Customer with five days prior written notice.

12. FORCE MAJEURE

SHARENET shall not be liable for non-performance under this Agreement to the extent to which the non-performance is caused by events or conditions beyond the control of SHARENET, provided that SHARENET makes all reasonable efforts to perform.

13. DOMICILIUM CITANDI ET EXECUTANDI

For all purposes, including but not by way of limitation, the giving of any notice, the making of any communication and the serving of any process, Customer chooses its domicilium citandi et executandi at the physical address appearing on the application form to which these terms and conditions are attached.

14. GENERAL

14.1 The parties acknowledge having read and understood this Agreement and are not entering into this Agreement on the basis of any presentations not expressly set forth in it.

14.2 Neither party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the Agreement between Customer and SHARENET or not.

14.3 All equipment provided by SHARENET to the Customer, shall remain the property of SHARENET and be clearly marked as such. Such equipment must however be insured by the Customer for the benefit of SHARENET, by way of cession.

14.4 The Customer hereby agrees to accept any information that Interactive Telephony (Pty) Ltd may send me regarding future value added services via my e-mail address.
14.5 In the event that any provision of this Agreement conflicts with any statute, ruling or order of any governmental or regulatory body from time to time, then such provision of this Agreement shall be controlled by the statue, ruling or order.

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