ZIPHER'S STANDARD TERMS AND CONDITIONS

BY ACTIVATING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT OR ANY MODIFICATIONS WHICH MAY BE MADE BY ZIPHER FROM TIME TO TIME, YOU MAY NOT USE THE SERVICES.

1. DEFINITIONS AND INTERPRETATION

• 1.1. In this Agreement, unless the context requires otherwise, each of the following words and expressions shall have the meaning stated opposite it and cognate expressions shall have a corresponding meaning, namely:
• 1.1.1. "Activation Date" means the date upon which Zipher will give the Customer access to and/or enable the Customer to use the Services;
• 1.1.2. "Activation Fee" means the fee charged by Zipher to activate the Services;
• 1.1.3. "Agreement" means these terms and conditions and the Application Form filled in by the Customer, and all schedules and addenda to these documents, as amended from time to time;
• 1.1.4. "Applicable Laws" means any national or provincial legislation, statutes, ordinances and other laws and regulations thereto of any legally constituted body in South Africa;
• 1.1.5. "Application Form" means the electronic document on which the Customer selected the Services of choice;
• 1.1.6. "Business Days" means a day (other than a public holiday, Saturday or Sunday) on which banks are generally open in South Africa; and, in the event that a day referred to in terms of this Agreement should fall on a day which is not a Business Day, then the relevant date shall be extended to the next succeeding Business Day; any reference to "days" are to calendar days unless "Business Days" are expressly specified;
• 1.1.7. "Consent" means prior written or duly ratified consent which may be granted at either Party's discretion and may be subject to conditions;
• 1.1.8. "Contractor" means a contractor appointed by the Zipher to install, maintain, repair, connect, disconnect or perform any similar tasks related to the provision of the Equipment or the Services by Zipher to the Customer;
• 1.1.9. "Customer" means the person entering into this Agreement with Zipher for Internet Services and/or the use of the Equipment;
• 1.1.10. "Customer Premises" means the premises specified in the Application Form at which Equipment is to be installed and/or Services are to be provided;
• 1.1.11. "Data" means electronic representations of information in any form;
• 1.1.12. "Equipment" means all devices supplied by Zipher to the Customer to enable Zipher to provide the Services to the Customer, including without limitation the router, Hardware, fibre optic cables, CAT5/5e/6 cable and connections installed at the Customer Premises;
• 1.1.13. "Fees" means the fees payable by the Customer to Zipher for the Services provided by Zipher in the manner detailed in this Agreement which may be amended from time to time;
• 1.1.14. "Hardware" means any hardware supplied to the Customer by Zipher in terms of this Agreement but which the Customer does not own, or any hardware owned by Zipher;
• 1.1.15. "Internet" means the interconnected system of networks that connect computers around the world via the TCP/IP protocol;
• 1.1.16. "Monthly Service Fee" means the agreed monthly fee to be paid for the Services which amount shall be due and payable in advance of each month;
• 1.1.17. "Party" or "Parties" means either Zipher or the Customer or both of them collectively as the context implies;
• 1.1.18. "Personal Information" shall have the meaning set out in the Protection of Personal Information Act or such other legislation as may become applicable to the protection of personal information in RSA;
• 1.1.19. "Rand" means the lawful currency of the RSA;
• 1.1.20. "RICA" means the Regulation of Interception of Communications and Provision of Communication Related Information Act 70 of 2002, as amended from time to time, and its related regulations as published in the Government Gazette;
• 1.1.21. "RSA" means the Republic of South Africa;
• 1.1.22. "Services" mean the electronic communication services and Internet access provided by Zipher to the Customer, which may be specified in greater detail in this Agreement;
• 1.1.23. "Shape" or "Shaping" means the limitation or blocking of Data traffic for a certain period based on the type of Data traffic;
• 1.1.24. "Throttle" or "Throttling" means the rate limiting the maximum amount of bandwidth and is used to control usage during a certain period;
• 1.1.25. "Zipher" means, Zipher Wifi (Pty) Ltd a private company established in accordance with the laws of RSA, with registration number [2018/294951/07];
• 1.1.26. "VAT" means Value Added Tax imposed in terms of section 7 of the Value Added Tax Act, 1991 (Act No 89 of 1991), including any similar tax which may be imposed in place thereof from time to time;
• 1.1.27. "Website" means the Internet website published at the URL "http://www.zipher.co.za/" or another URL that Zipher notifies the Customer of from time to time.
• 1.2. If any provision in a definition is a substantive provision conferring rights and imposing obligations on any Party, notwithstanding that it appears only in this interpretation clause, effect shall be given to it as if it were a substantive provision of this Agreement.
• 1.3. The provisions of this Agreement shall prevail where any conflict between the provisions of this Agreement and any schedule or annexure may occur.
• 1.4. References to days, months or years shall be construed as Gregorian calendar days, months or years.
• 1.5. The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.
• 1.6. Unless inconsistent with the context, an expression which denotes –
• 1.6.1. any one gender includes the other gender;
• 1.6.2. a person includes any individual, body corporate or unincorporated or any other entity recognised by law as having a separate legal existence;
• 1.6.3. the singular includes the plural and vice versa.
• 1.7. When any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last unless the last day falls on a Saturday, Sunday or public holiday in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday.
• 1.8. The headings in this Agreement are for reference purposes only and shall not affect interpretation.
• 1.9. In the Agreement's interpretation, the contra proferentum rule of construction shall not apply (this Agreement being the product of negotiations between the Parties) meaning specifically 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.
• 1.10. In the Agreement's interpretation, the use of the word "includes" or "including" followed by a specific example/s shall mean "includes without limitation" or "including without limitation" (as applicable) and shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule (in that where specific words are followed by a general expression, the general expression is limited to the shared characteristics of the specific words, even though the general expression may ordinarily have a much broader meaning) shall not be applied in the interpretation of such general wording or such specific example/s.
• 1.11. Where figures are referred to in numerals and words, if there is any conflict between the two, the words shall prevail.

2. AMENDMENT OF TERMS

• 2.1. Unless otherwise specified in this Agreement, Zipher may change, at any time, any charges, Fees, features, content, programming, structure or any other aspects of the Services, as well as any term or provision of this Agreement, by publishing notice of the changes on its Website. Publication of a change to the Services is deemed to be notice to the Customer and Zipher will also as soon as possible after publishing notice of the changes make reasonable efforts to advise the Customer of same by email.
• 2.2. If the Customer does not accept a change to the Services, the Customer's sole remedy is to terminate this Agreement and the Services provided under this Agreement by providing Zipher with 1 (one) calendar month's written notice of termination. If the Customer does not terminate this Agreement as provided, the Customer is deemed to have accepted the changes to this Agreement, waived any additional notice requirement and agreed to pay for the Services in accordance with the amended Agreement.
• 2.3. Zipher will give at least one (1) calendar month's written notice for the amendments or Fee change, which will become effective at the beginning of the first calendar month after the notice period has expired.
• 2.4. The Customer has a duty to keep itself informed of the latest version of this Agreement by accessing the Website on a regular basis.

3. SERVICES

• 3.1. The Customer wishes to acquire the Services from Zipher who agrees to provide the Services to the Customer subject to the terms and conditions of this Agreement.
• 3.2. Zipher will provide the Services to the Customer on the basis of the information as provided by the Customer in the Application Form, and Zipher offers no warranty as to the suitability of the Services beyond the requirements as expressed by the Customer.
• 3.3. The Services the Customer has selected may not be available in all areas or at the rates, speeds, or bandwidth generally marketed, and some locations may not qualify for the Services even if initial testing showed that the Customer's line did qualify.
• 3.4. Zipher will deliver high-speed Internet lines at the maximum line rate available to the Customer's location based on the Customer's standard line procedures, unless the Customer has selected a level of Services with a lower maximum line rate.
• 3.5. Bandwidth is provided on a per-line (not a per-device) basis. The bandwidth available to each device connected to the network will vary depending upon the number, type and configuration of devices using the Services and the type of use (e.g., streaming media), among other factors.
• 3.6. The speed of the Services may vary based on network or Internet congestion, the Customer's computer configuration, their use of Streaming Services, video on demand service, the condition of the Customer's line and the wiring inside the Customer's location, among other factors.
• 3.7. The bandwidth available for the Services may be reduced temporarily in the following circumstances:
• 3.7.1. during times of significant utilization of Services in a particular area;
• 3.7.2. due to other unusual events such as network outage or failure; or
• 3.7.3. if the Customer is watching multiple streaming titles simultaneously or downloading large files.
• 3.8. The Services are dependent on signal availability and demand for Services in any area. Zipher does not warrant or guarantee Services for any specific areas, whilst every effort will be made to give the Customer an indication of possible Services.
• 3.9. Zipher will provide the Services "as is" and "as available" and do not warrant or guarantee that the Services will at all times be free of errors or interruptions, be always available, fit for any purpose, not infringe any third-party rights, be secure and reliable, or will conform to the Customer's delivery timeline requirements, subject always to the provisions of the Consumer Protection Act 2008, where applicable.
• 3.10. Zipher is committed to provide the Customer with uninterrupted Services. However, Zipher cannot guarantee that Service and the allocated capacity will always be available.
• 3.11. Zipher may make use of independent third-party Contractors to fulfil its duties in terms of this Agreement.
• 3.12. Zipher reserves the right to change any of the features, content, Equipment authorized by Zipher for use in connection with the Services, or applications of the Services at any time with or without notice to the Customer. This includes the portal services Zipher may make available as part of the Services or for an additional fee.
• 3.13. Zipher reserves the right to stop offering particular Services if it deems it necessary. Zipher will then provide the Services for the remainder of the time that has been paid for.

4. APPLICATIONS

• 4.1. The Customer will sign up for the Services via an Application Form on the Zipher Website. The Customer is solely responsible for ensuring that their choice of Services conforms to their requirements or desired outcome. Zipher will not be liable for compensation, costs or damages resulting from incorrect selection of Services, or resultant delays in rectifying such errors.
• 4.2. By completing the Application Form, the Customer agrees with the terms and conditions as set out in this Agreement. If the Customer does not agree to these terms and conditions, the Customer must cease their use of Zipher's Services immediately.
• 4.3. The Customer warrants that the information provided to Zipher in the Application Form is true and correct in all material aspects and acknowledges that Zipher will rely on it. The Customer agrees that, if the Customer gives Zipher incorrect information during an application which is then relied upon and used by Zipher or a third-party for the delivery or attempted delivery of the Services, then the Customer will be liable for a resubmission fee to Zipher.
• 4.4. Zipher cannot guarantee providing the Customer with the Services upon the receipt of the Customer's Application Form as the Services are subject to certain circumstances, amongst others, as set out in clauses 3.3, 3.8, 4.5 and 4.6 hereto.
• 4.5. In the instance where the Customer has not complied with all the requirements as set out in this Agreement or the Application Form, Zipher may delay providing the Services until the Customer has complied. If the Customer does not comply within a reasonable period, Zipher may terminate this Agreement and will not be liable for any damage that the Customer may suffer as a result
• 4.6. An application for Services may be refused by Zipher in the following circumstances:
• 4.6.1. based on the Customer's prior conduct towards Zipher;
• 4.6.2. where there is a technical limitation to Zipher's ability to provide the Customer with the Services, including but not limited to, where there are network capacity constraints;
• 4.6.3. where the Customer has not completed the Application Form correctly or have been unwilling to provide Zipher with documentation or information as required; or
• 4.6.4. where according to Zipher there will be no financial benefit to Zipher.

5. COMMENCEMENT AND DURATION

• 5.1. This Agreement shall commence and become binding on the Customer with effect from the Activation Date and endure indefinitely until it is cancelled as provided for in this Agreement.
• 5.2. Save for clause 18, the date of cancellation shall be the last day of the month following the month in which written notice of termination is delivered to Zipher or the Customer, as the case may be.
• 5.3. If this Agreement results from any direct marketing to the Customer by Zipher or is an electronic transaction as contemplated in the Electronic Communications and Transactions Act 2002, the Customer will be entitled to cancel this Agreement on written notice to Zipher without reason or penalty within 5 (five) Business Days of the Activation Date. The Customer shall be refunded any payments which was received by Zipher in terms of this Agreement, within 15 (fifteen) days after notice of termination. If any Equipment has been delivered to the Customer because of such direct marketing, the Customer shall return same to Zipher in the same condition as delivered reasonable wear and tear accepted. If any Equipment is not returned in its original condition, Zipher shall be entitled to claim a reasonable amount from the Customer for the use and/or depletion of the Equipment or other goods.

6. FEES AND PAYMENT

• 6.1. Unless otherwise agreed in the Application Form the billing will commence on the Activation Date and will continue and not be revoked until termination of this Agreement or until all amounts due and owing to Zipher have been fully and finally discharged.
• 6.2. In consideration for the Services, irrespective of whether or not the Services are used, the Customer agrees to pay the Monthly Services Fee as selected in the Application Form as well as all other Fees due under this Agreement.
• 6.3. Save for the Monthly Services Fee, the other Fees shall include, but not limited to:
• 6.3.1. Activation Fees;
• 6.3.2. installation fees;
• 6.3.3. set-up fees; and
• 6.3.4. equipment fees.
• 6.4. The Customer further agrees to pay any additional fees which may be applied to the Customer's account, including interest and fees due to insufficient credit or funds, as well as an agent assistance fee of R350 (Three Hundred and Fifty Rand) in the instance where the Customer has made payment arrangement through Zipher.
• 6.5. Non-recurring Fees, as set out in clauses 6.3.1 – 6.3.4 above, will be included in the Customer's first payment which will be due and payable under this Agreement before the Activation Date. The recurring Fees, which is the Monthly Services Fee, will be due and payable in advance before or on the first day of every month.
• 6.6. To the fullest extent permitted by law, all Fees due and payable in terms hereof shall be paid free of exchange and without deduction or offset, by way of PayFast in favour of Zipher, or in such other manner as Zipher may from time to time determine. The Customer will need to register an account with Payfast using the Customer's elected credit or cheque card.
• 6.7. An email will be sent to the Customer each month notifying the Customer that the Fees payable are available online for viewing and payment thereof should occur before or on the first day of every month.
• 6.8. Depending on the Activation Date the Customer's first Monthly Services Fee may be for part of a month and the Customer will be charged for the number of days left in the month in which the Customer signed up or switched over.
• 6.9. Should the Customer's electronic payment not be honoured for whatever reason, Zipher will be entitled to charge the Customer a reasonable administrative fee. The administrative fee will be calculated on a sliding scale based on the number of incidents of non-payment on the Customer's payment record. Once levied, administrative fees are not recoverable or reversible, regardless of whether payment is made within the prescribed period.
• 6.10. In the instance where the Customer fails to pay the Monthly Services Fee by latest the 5th of a month then Zipher may, without prejudice to any of its other rights and remedies:
• 6.10.1. take all such further steps as may be necessary to recover the outstanding amount from the Customer, including without limitation the use of debt collection mechanisms;
• 6.10.2. suspend the Customer's access to the Services without notice to the Customer until such time as the outstanding amount has been paid in full; or
• 6.10.3. terminate this Agreement with immediate effect.
• 6.11. To the extent that Zipher incur any additional expenditure relating to the tracing and/or collection of unpaid amounts, those costs shall be for account of the Customer to the extent permitted by law, including attorney and own client costs.
• 6.12. If any changes are proposed to any terms of an agreement between Zipher and any third-party supplier which impacts on the provision of the Services in terms of this Agreement, or if any changes to this Agreement are necessary because of new and/or amended legislation and/or changes to Zipher's Services and/or Fees relating thereto, Zipher shall be entitled to amend the terms and Fees for its Services at any time on 1 (one) calendar month' written notice to the Customer.
• 6.13. All amounts payable under this Agreement are exclusive of VAT, unless otherwise specified.
• 6.14. Interest will be charged on any amount that remains unpaid by the Customer beyond the due date of payment. The interest rate will be 2% per month and will be calculated from the due date of payment to the date of actual payment, both days inclusive, and will be compounded monthly in arrears. The Customer agrees and undertakes to pay the interest.

7. EQUIPMENT AND INSTALLATION

• 7.1. Ownership of all the Equipment supplied by Zipher to the Customer is retained by Zipher and nothing in this Agreement must be interpreted as creating any expectation regarding the transfer of ownership to the Customer.
• 7.2. The Customer agrees to:
• 7.2.1. take reasonable care with such Equipment;
• 7.2.2. not sell, lease, mortgage, transfer, assign or encumber such Equipment;
• 7.2.3. not re-locate such Equipment without Zipher's knowledge and permission;
• 7.2.4. inform any landlord that such Equipment is owned by Zipher and therefore not subject to any landlord's hypothec; and
• 7.2.5. return such Equipment to Zipher within 10 (ten) Business Days at the Customer's own expense upon termination of the Services to which the Equipment relates.
• 7.3. Risk in the Equipment will pass to the Customer upon installation of the Equipment at the Customer's Premises, from which moment all risk of damage and loss in the Equipment will fall on the Customer, which must take relevant steps to insure the Equipment and otherwise mitigate its risk of loss therein. If such Equipment is lost, stolen or damaged or sold, leased, mortgaged, transferred, assigned, encumbered or not returned, the Customer agrees to pay Zipher the reasonable value of such Equipment, together with any costs incurred by Zipher in seeking possession of such Equipment.
• 7.4. Zipher reserves its right to limit the number of Equipment devices that may be linked to the Customer's account. The Customer may only log onto the network once from each account and may not establish multiple log-on sessions simultaneously from the same account. Zipher reserves its right to charge an additional administrative fee to allow multiple simultaneous log-ons to the network from the same account.
• 7.5. Zipher may, at any time during this Agreement, reconfigure, upgrade or exchange any part of the Equipment should Zipher, in its sole discretion, deem it necessary to do so in order to meet its obligation to provide the Services. Zipher shall not be obliged to undertake any upgrades of the Equipment unless it deems it necessary in its sole discretion, to do so.
• 7.6. The Customer authorises Zipher and its representatives to enter or have access to the Customer's Premises as reasonably necessary, at mutually agreed upon times, to install, maintain, inspect, repair or remove the Equipment or to maintain, investigate, protect, modify or improve the operation of Zipher's Services or its facilities.
• 7.7. Zipher will use its reasonable endeavours to comply with the installation date requested by the Customer. However, the Customer acknowledges that this will depend on the availability of the Services, Equipment, and Contractors and Zipher gives no undertaking that it will meet any requested installation date. Zipher will not be liable in any manner to the Customer for any loss arising from any delay in the provision of the Services or the installation of Equipment or any failure of the Services of Equipment whether arising from an event of Force Majeure or for any other reason whatsoever.
• 7.8. If the Customer is not able to attend at the agreed installation time at the Customer's Premises, then Zipher may charge an additional call-out fee to cover expenses incurred.
• 7.9. Zipher shall not refund the Customer's installation fee for any reason whatsoever once installation has taken place.
• 7.10. Unless the Customer advises Zipher of any problems with the installation or the Services within 5 (five) Business Days from the Activation Date, the Customer shall be deemed to have accepted that the Services work as intended.
• 7.11. In the instance where this Agreement is terminated for whatever reason, the Customer accept and agrees that should the Equipment not be returned to Zipher or collected by Zipher, as the case may be, within 10 (ten) days of the termination date, Zipher will charge the Customer for the replacement cost of the Equipment and the Customer will be liable for such payment. The cost of the Equipment may be an amount of up to R1500 (One Thousand Five Hundred Rand), depending on the specific Equipment deployed at the Customer's Premises.

8. MAINTENANCE OF EQUIPMENT

• 8.1. Zipher will use its best endeavours to notify the Customer in advance of any maintenance which may result in the unavailability of the Services but cannot always guarantee this.
• 8.2. Under no circumstances is the Customer permitted to authorise or carry out technical maintenance on any Equipment without the prior written permission of Zipher. Any modification or re-configuration carried out or attempted by the Customer or any third party authorised to do so by the Customer without the express prior written approval of Zipher is strictly prohibited and Zipher specifically reserves its right to claim damages should this clause be breached.
• 8.3. Unless specifically otherwise provided in this Agreement, Zipher will be responsible for the costs of any repairs arising from faults in Zipher's Equipment, except where such fault was due to Customer activity or negligence, which costs shall be for the Customer's account.

9. SUSPENSION AND RECONNECTION FEES

• 9.1. Zipher may, without prejudice to any of its other rights and remedies, suspend or terminate Services of the Customer in its absolute discretion without notice to the Customer if:
• 9.1.1. the Customer fails to perform any obligation under this Agreement;
• 9.1.2. a court of competent jurisdiction so orders;
• 9.1.3. the Customer commits a serious or repeated breach of this Agreement or the Customer engages in any conduct which in Zipher's opinion would have a negative impact on Zipher, other Customers or Zipher's staff or is detrimental to the welfare, good order or character of Zipher;
• 9.1.4. any part of the Customer's Fees is not paid in full by latest the 5 th of a month;
• 9.1.5. Zipher needs to carry out emergency maintenance;
• 9.1.6. where the Customer is in consistent breach of the Acceptable Use Policy;
• 9.1.7. the information the Customer supplied to Zipher is found to be incorrect or false; or
• 9.1.8. Zipher reasonably thinks that the Customer's use of the Services may result in the commission of a crime or is otherwise unlawful.
• 9.2. Upon such suspension or termination, the Customer:
• 9.2.1. will not be entitled to any reimbursement or compensation, unless at Zipher's discretion;
• 9.2.2. may be further prevented from signing up for any services with Zipher in the future;
• 9.2.3. may be reported to governing bodies, such as the Internet Service Providers' Association, for listing purposes;
• 9.2.4. may be listed with applicable authorities and credit bureaus.
• 9.3. The period of suspension will be that which is reasonable under the particular circumstances that gave rise to the suspension.
• 9.4. If the Customer's Services are suspended or terminated, for any reason save for clause 9.1.5 above, Zipher reserves the right to charge a reconnection fee for subsequent reactivation of Services. The reconnection fee is payable in full before any Services can be reactivated, once suspended. Zipher may charge multiple reconnections fees where multiple Data points are affected.
• 9.5. Reconnection of Services may be subject to a waiting period of up to 48 (forty-eight) hours, at Zipher's discretion.

10. SERVICE INTERRUPTIONS

• 10.1. Zipher will endeavour to limit any interruption to the Services and the length thereof.
• 10.2. If the Customer detects an interruption in the Services, the Customer must notify Zipher of the interruption, where after Zipher will deploy technical teams to address any network faults.
• 10.3. If the interruption of the Services is traced to the Customer's installation or Equipment, then Zipher will endeavour to rectify the fault remotely, failing which a service team will be dispatched to the Customer's Premises to address the fault.
• 10.4. In the event of a service team being dispatched to the Customer's Premises and it is found that the interruption of the Services is attributable to the Customer's actions, then Zipher will charge the Customer a reasonable call-out fee for dispatching the service team to rectify the interruption of the Services.

11. USE OF SERVICES

• 11.1. The Customer should take the necessary steps to ensure that any usage of the Services does not occur without the Customer's authorisation. The Customer should ensure that the Customer is in control of devices that might make use of the Customer's Services, such as computers, handsets, mobile phones, and wireless devices connected to the Customer's Services and that third-parties cannot access or use such Equipment without the Customer's authority. The Customer acknowledges that usage of the Services can occur because of an infection of the Customer's computer with a virus or due to other unauthorised third-party intrusions. The Customer should ensure that the Customer has appropriate protection systems operating on the Customer's Equipment to restrict or limit the possibility of unauthorised usage.
• 11.2. As Zipher is not able to control access or usage of the Customer's devices and other equipment, the Customer's is responsible for all usage in respect of the use of the Services, whether or not such usage was authorised by the Customer, unless the usage was caused by a mistake by Zipher.
• 11.3. The Customer must not use the Services in a way or post to or transmit to or via the Services any material which interferes with other users or defames, harasses, threatens, menaces, offends or restricts any person or which inhibits any other Customer from using or enjoying the Services. The Customer must not use the Services to send unsolicited electronic mail messages to anyone. The Customer must not attempt any of these acts or permit another person to do any of these acts.
• 11.4. The Customer must make use of the Services in a considerate and lawful way, and hereby agrees to adhere to generally acceptable Internet etiquette. It is the Customer's responsibility to comply with the Acceptable Use Policy that is on Zipher's Website which contains reasonable rules of conduct for the use of the Services.

12. CAPPED, UNCAPPED AND UNUSED DATA

• 12.1. In the Application Form the Customer will have the option to choose between a certain amount of Data (capped Data) or unlimited Data (uncapped Data) which will accordingly be allocated to the Customer's account each month.
• 12.2. In the case of capped Data, the Customer will not have further access to the Services once the maximum allocated Data has been reached and will need to purchase additional Data bundles for that month in order to further make use of the Services. If any of the capped Data is unused on the last day of the month, same will not roll over to the following month and will expire at the end of the month.
• 12.3. The Customer acknowledges that, upon termination of this Agreement and where there has been unused Data or related service, Zipher shall not be obligated in any way to convert such unused Data or related service into credit on the Customer's account and or refund same to the Customer.
• 12.4. Zipher intends on providing a reasonable service to all of its Customers using the resources at its disposal and as such, the Customer agrees that Zipher may use selective Shaping and Throttling with regards to the Services depending upon the capacity and load on its network at any given time. If Zipher's network capacity is stretched it may dynamically Shape and Throttle certain Customers' uncapped accounts to relieve congestion. Capped accounts will not be Shaped or Throttled and will always get as much speed as their line and network allow. Should the network congestion reduce, the level of Shaping and Throttling will be reduced or removed.

13. UPGRADES AND DOWNGRADES

• 13.1. The Customer may "upgrade" or "downgrade" the Services provided in terms of this Agreement at any time by forwarding a written request in this regard to info@zipher.co.za, which request will be given effect to as soon as reasonably possible.
• 13.2. The Customer shall be charged for the "upgraded" Services pro rata, from the date upon which the upgraded Services are provided by Zipher.
• 13.3. In the event that the Services provided to the Customer are "downgraded" the Customer will be required to give 1 (one) calendar month's written notice and payment of the "downgraded" rate will become effective at the beginning of the first calendar month after the notice period has expired.

14. RELOCATION OR MOVING PREMISES

• 14.1. Should the Customer decide to relocate and/or move to a different premises, providing that Zipher has access to a network service in that area, Zipher shall move the Customer's Equipment to the new premises, subject to payment of a new installation fee.
• 14.2. In the instance where no Zipher coverage, signal strength or connectivity is available at the new premises, the Customer will remain liable for fulfilment of its obligations as contained in this Agreement and be able to terminate this Agreement subject to 1 (one) calendar month's written notice.
• 14.3. All relocation and moves are subject to 1 (one) calendar month's written notice.

15. CONSENT OR AUTHORITY

• 15.1. The Customer must obtain all the necessary permissions, approvals and authorities necessary for the purposes of the supply and installation of the Equipment and the Services, including without limitation permission from the owner of the Premises where the Customer is not the owner. The Customer hereby indemnifies Zipher and its Contractors against any claim, liability or costs which Zipher may incur because of the Customer's failure to obtain any such approval or permission.
• 15.2. The Customer hereby authorises Zipher at any time, without notice to the Customer, to obtain information about the Customer's profile from any authorised and registered credit reference agency in the RSA. The Customer authorises Zipher to provide regular reports in respect of the Customer's payment conduct to any authorised and registered credit reference agency in the RSA.
• 15.3. For Zipher to provide the Services it may be required for Zipher to obtain and provide certain information to and from other network providers. The Customer therefore authorises Zipher to approach any network provider or other party and to obtain or provide such information that may be necessary to obtain the Services.
• 15.4. As Zipher may need to enter into agreements or arrangements with third parties which may be necessary for Zipher to deliver the Services, the Customer authorises Zipher to enter into any such agreement or arrangement on the Customer's behalf and will diligently provide the necessary written authorisation upon request.
• 15.5. The Customer consents to receive marketing, promotional updates and Customer satisfaction surveys from Zipher.

16. SHARING, SUB-CONTRACTING AND RESELLING

• 16.1. The Services are a consumer grade service and is not designed for or intended to be used for any commercial purpose.
• 16.2. Except as otherwise set forth in this Agreement, the Customer may not resell, re-provision or rent the Services, (either for a fee or without charge) or allow third-parties to use the Services via wired, wireless or other means without the prior written Consent of Zipher. For example, the Customer may not provide Internet access to third-parties through a wired or wireless connection or use the Services to facilitate public Internet access (such as through a Wi-Fi hotspot), use it for high volume purposes, or engage in similar activities that constitute such use (commercial or non-commercial).
• 16.3. The Customer may connect multiple computers or devices within a single home to the Customer's Equipment to access the Services through a single Zipher issued connection, and if available through the Services, the Customer may permit guests to access the Internet through the Customer's Services capabilities.
• 16.4. The Customer may not use the Services to host any type of server. Breach of this clause may result in bandwidth restrictions on the Customer's Services or suspension or termination of the Customer's Services.
• 16.5. The Customer may not share or "split" the Services with a neighbour.
• 16.6. Zipher may sub-contract its obligations in terms of this Agreement to a third-party, provided that.:
• 16.6.1. such sub-contracting will not absolve Zipher from responsibility for the provision of the Services or complying with its obligations in terms of this Agreement; and
• 16.6.2. ipher will at all times remain the sole point of contact for the Customer.

17. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

• 17.1. All title and intellectual property rights (including without limitation, copyrights, patents, trademarks and trade secrets) in and to the Services and Zipher's Website (including but not limited to, related software, systems, know-how, technical specifications, testing methods, images, logos, design, photographs, animations, video, audio, music, text, and content), are owned by Zipher and all modifications thereto shall at all times remain the sole property of Zipher and the Customer shall not acquire any rights, title or interest of any kind in any of Zipher's intellectual property, other than permitted in terms of this Agreement.
• 17.2. All title and intellectual property rights in and to the information and content which may be accessed through use of the Zipher Website are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement does not grant the Customer any rights to use such content, nor does it grant any rights to the Website, other than the right to use the Website according to the terms of this Agreement.

18. TERMINATION

• 18.1. The Customer may terminate this Agreement at any time by giving Zipher 1 (one) calendar month's written notice subject to the Customer's obligations to pay on demand all Fees and costs outstanding at the time of termination or accruing thereafter.
• 18.2. Zipher may terminate this Agreement at any time for any reason by giving the Customer 1 (one) calendar month's written notice.
• 18.3. The Customer remains responsible for all amounts due in terms of this Agreement up until the termination date, together with any costs or expenses relating to the termination of this Agreement and the cancellation of Services, including, but not limited to, the replacement cost of any Equipment which Zipher is unable to recover for any reason.
• 18.4. Notwithstanding the termination of this Agreement, in the event that the Customer continues to use the Services despite the termination of this Agreement, the Customer will remain liable for and promptly pay on demand all amounts that would have been due to Zipher as a result of the use of or access to the Services and this Agreement shall be deemed to continue to apply until such time as all amounts due to Zipher have been paid in full.
• 18.5. Zipher is entitled to immediately deactivate Services on the termination date or cancellation and shall have no further obligation to the Customer after such termination or cancellation of this Agreement.
• 18.6. Save for clauses 7.2.5 and 7.11, the Customer agrees that Zipher may, if so required, upon termination of this Agreement for any reason, enter the Customer's Premises on reasonable notice to remove the Equipment at a date and time convenient to Zipher.
• 18.7. Should the Equipment not be returned to Zipher by the Customer or collected by Zipher, as the case may be, within 10 (ten) days after termination of this Agreement, the Customer may be deemed to have purchased the Equipment and the Customer's account may be debited for an amount equivalent to the value of the unreturned Equipment. Where the Customer chooses to return the Equipment, the Customer should contact Zipher for guidance on how to safely remove the Equipment without damaging the Equipment. Save for fair wear and tear, the Customer will be liable to Zipher for any damage caused to the returned Equipment that affects the usability of such Equipment.
• 18.8. Notices of termination as described in this Agreement shall only be accepted by Zipher if such notices are cancelled via the Zipher portal by following these steps:
• 18.8.1. logging into https://portal.zipher.co.za/;
• 18.8.2. click on "View the subscribed Service"; and
• 18.8.3. click on "Cancel Service".

19. BREACH

• 19.1. Subject to any other provisions set out in this Agreement, should the Customer be in breach of any provision of this Agreement, then Zipher shall be entitled, without prejudice to any other rights that it may have and to the extent required or permitted, as the case may be, by law, to forthwith:
• 19.1.1. suspend the Customer's access to the Services;
• 19.1.2. terminate this Agreement;
• 19.1.3. afford the Customer a reasonable opportunity to remedy the breach, taking into account the nature of the breach in question; or
• 19.1.4. claim immediate performance and/or payment of all the Customer's obligations in terms hereof.
• 19.2. The provisions of this clause will not affect the rights of Zipher to claim damages in respect of a breach of any of the provisions of this Agreement.

20. FORCE MAJEURE

• If either Party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this Agreement if such failure is caused by any circumstances beyond its reasonable control, including but not limited to, flood, fire, earthquake, war, tempest, hurricane, industrial action, government restrictions or acts of God, non-availability or non-performance of any external communications network or electronic communications network or service provider, faults or defects in any Hardware or Equipment ("Force Majeure event"), then the affected Party shall be relieved of its obligations herein during the period that such event continues (and for so long as the affected Party is so prevented from fulfilling its obligations, then the corresponding obligations of the other Party shall be suspended to the corresponding extent), and the affected Party shall not be liable for any delay and/or failure, in the performance of its obligations under this Agreement during such period, provided that if the Force Majeure event continues for a period of longer than 30 (thirty) days, then the non-affected Party may cancel this Agreement on written notice to the affected Party.

21. INDEMNITY AND LIMITATION OF LIABILITY

• 21.1. The Customer hereby unconditionally and irrevocably indemnify Zipher and agrees to indemnify and hold Zipher harmless against all loss, damages, claims, liability and/or costs, of whatsoever nature, howsoever and whensoever arising, suffered or incurred by Zipher as a result of any claim instituted against Zipher by a third-party (other than the Customer) as a result of (without limitation):
• 21.1.1. the Customer's use of the Services other than as allowed or prescribed in this Agreement or the Acceptable Use Policy;
• 21.1.2. services being interrupted, suspended or terminated for whatsoever reason;
• 21.1.3. the loss of Data for whatsoever reason;
• 21.1.4. any other cause whatsoever relating to this Agreement or the provision of Services to the Customer where the Customer has acted wrongfully or failed to act when the Customer had a duty to so act.
• 21.2. Without prejudice to any other limitations of liability provided for in this Agreement and to the fullest extent permitted by Applicable Laws or regulations, Zipher shall not be liable to the Customer or any third-party for any and all damages, loss claims or costs of any nature including but not limited to direct, indirect, consequential or special damages suffered by the Customer or any third-party arising in connection with this Agreement, the Equipment and/or Services whether or not such claim arises during installation, while this Agreement is in effect or after termination hereof, and Zipher will moreover not be liable whether the loss was the result of an act or omission of a Zipher representative.
• 21.3. In addition to any other limitations of liability provided for in this Agreement, the Customer hereby unconditionally and irrevocably indemnify Zipher from and against all liabilities, costs and expenses, including reasonable attorneys' and experts' fees, related to or arising from the Customer's use of the Services or any Equipment used in connection with the Services (or the use of the Customer's Services or any such Equipment by anyone else):
• 21.3.1. in violation of Applicable Laws or regulations;
• 21.3.2. to access the Internet or to transmit files or content or post any message, information, software, images or other materials via the Internet;
• 21.3.3. in any manner that harms any person or results in the personal injury or death of any person or in damage to or loss of any tangible or intangible (including Data) property; or
• 21.3.4. in any manner that results in claims for infringement of any intellectual property rights.
• 21.4. The Customer acknowledges and agrees that Zipher is not responsible for invalid destinations, transmission errors, or the corruption of the Customer's Data; and does not guarantee the Customer's ability to access all websites, servers or other facilities or that the Services are secure or will meet the Customer's needs.
• 21.5. In the event that Zipher is nonetheless held liable, the quantum of Zipher's liability will not exceed the monthly or pro-rata fees due for the Services that occasioned the loss, in the preceding 2 (two) months, regardless of whether the claim arises out of negligence on the part of Zipher or any other cause.
• 21.6. These limitations on liability and indemnities apply to the benefit of Zipher and Zipher's representatives (including but not limited to affiliates, directors, officers, employees, Contractors and agents), as well as any third-parties whose networks are connected to the Zipher system.
• 21.7. Nothing contained in this clause will limit the Customer's liability in respect of charges incurred for ongoing Services.
• 21.8. In the case of ambiguity, this clause will take precedence over any expression of the Parties' intention, whether express or implied, that may be contained elsewhere in this Agreement
• 21.9. Zipher shall in no circumstances be liable in any way whatsoever unless a claim has been filed within 12 (twelve) months of the alleged breach or event giving rise to the claim.

22. WARRANTIES

• 22.1. The Parties warrant that they have the necessary legal capacity and powers to enter into and perform its obligations under this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement.
• 22.2. Zipher warrants that:
• 22.2.1. it has the facilities, infrastructure, capacity and capability to provide the Services;
• 22.2.2. it shall endeavour to ensure that the Equipment is properly installed and capable of supporting the provision of the Services;
• 22.2.3. it has the necessary competency to fulfil its obligations as set out in this Agreement and will provide the Services:
• 22.2.3.1. to be of the industry standards in terms of quality and service and shall be rendered in a timely, proper, professional and workman-like manner by appropriately qualified persons; and
• 22.2.3.2. in accordance with all Applicable Laws or regulations relevant to the Services.
• 22.3. The Customer hereby warrants and represents to Zipher that the Customer will co-operate with Zipher and at its own expense provide Zipher with such information and assistance as Zipher may reasonably require in order to enable or facilitate Zipher to duly and punctually comply with its obligations under this Agreement.
• 22.4. Save for clause 22.2 and except as otherwise specifically set forth in this Agreement and as otherwise specifically set forth in any manufacturer warranty for any Equipment or other authorized equipment provided by Zipher (but only if such warranty is included with such equipment or other authorized equipment provided by Zipher), Zipher (and its affiliates, directors, officers, employees, Contractors, agents and other representatives) disclaim any and all warranties and conditions for the Services, whether express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, accuracy, non-infringement, non-interference, title, compatibility of computer systems, compatibility of software programs, integration, and those arising from course of dealing, course of trade, or arising under statute.
• 22.5. No advice or information given by Zipher or its representatives shall create a warranty with respect to advice provided.
• 22.6. Zipher does not warrant or guarantee that Services can be provisioned to the Customer's Premises, or that provisioning will occur according to a specified schedule, even if Zipher has accepted the Customer's Application Form for Services. The provisioning of Services is subject to network availability, circuit availability, loop length, the condition of the Customer's line and wiring inside the Customer's Premises, and the Customer's computer or device configuration and capabilities, among other factors. In the event the Customer's line is not provisioned for any reason, neither the Customer nor Zipher shall have any duties or obligations under this Agreement (other than the Customer's obligation to return any Equipment).
• 22.7. Zipher does not warrant that any of the Services, Equipment, or other equipment authorized by Zipher for use in connection with the Services will perform at a particular speed, bandwidth or Data throughput rate, or will be uninterrupted, error-free, secure, or free of viruses, worms, disabling code or conditions, or the like.
• 22.8. Zipher shall not be liable for loss of the Customer's Data, or if changes in operation, procedures, or Services require modification or alteration of the Customer's Equipment (including any other equipment authorized by Zipher for use in connection with the Services), render the same obsolete or otherwise affect its performance.

23. CESSION AND ASSIGNMENT

• 23.1. The Customer may not cede or assign any of its rights or obligations under this Agreement, nor transfer the Equipment or any part thereof to any third-party or permit any third-party to use the Equipment or any part thereof without Zipher's prior written Consent.
• 23.2. Zipher shall be entitled to cede and/or assign any of its rights or obligation under this Agreement or to appoint Contractors to carry out any of its obligations under this Agreement.

24. RICA

• 24.1. The Customer undertakes to provide Zipher with all information and documentation required under RICA and any Applicable Law or regulations prior to the Services being activated. The Customer acknowledges that Zipher may not provision any Services to the Customer until such a time as the Customer has complied with this clause. The Customer shall provide updates to such information when required and all Personal Information provided to Zipher shall be accurate and correct.
• 24.2. In the case of the Customer being a natural person, the Customer will need to provide Zipher with:
• 24.2.1. a full coloured, clear, legible copy of the Customer's valid Identity Document or Identity Card; and
• 24.2.2. proof of address (less than three months old).
• 24.3. Non-South African citizens may submit a copy of their valid Passport or International Driver's License.
• 24.4. In the case of the Customer being a legal entity, the Customer will need to provide Zipher with:
• 24.4.1. the registration documents of the Company or Closed Corporation;
• 24.4.2. a copy of SARS document confirming Income Tax or VAT registration number;
• 24.4.3. a resolution on the Company's letterhead signed by all directors / members / partners nominating an authorised signatory / representative;
• 24.4.4. a copy of the bank statement confirming banking details (less than three months old); and
• 24.4.5. for the authorised signatory / representative, a full coloured, clear, legible copy of the signatory / representative's valid Identity Document or Identity Card and proof of address (less than three months old).

25. PERSONAL INFORMATION

• 25.1. The Customer hereby consents to and authorizes Zipher to process its Personal Information, which includes but is not limited to, the name, identity or registration number and banking details of the Customer, for the purpose of performing the Services in terms of this Agreement.
• 25.2. All Customer information required for providing the Services including Personal Information such as address, telephone numbers and banking details will be kept in the strictest confidence by Zipher and will not be distributed or sold to third-parties.
• 25.3. Zipher shall process the Customer's Personal Information strictly in terms of Applicable Laws or regulations and undertakes to use the Customer's Personal Information solely for the purpose for which it was collected.
• 25.4. The Customer hereby agrees to the processing of Personal Information by Zipher for the purpose of:
• 25.4.1. providing the Services (include but not limited to Customer support services, technical services and billing of the Services);
• 25.4.2. promotion, marketing and direct marketing; and
• 25.4.3. cross-selling of any other Zipher products and services.
• 25.5. Zipher may store the Personal Information in cloud-based solutions which may be domiciled outside of the borders of South Africa.

26. RELATIONSHIP OF PARTIES

• 26.1. The Parties agree that the relationship between them is one of commissioner and independent contractor.
• 26.2. Save to the extent otherwise provided for in this Agreement, neither Party shall act as the agent of the other, and neither Party shall have the authority, or represent that it has the authority, to bind the other Party.
• 26.3. Unless mandated to do so; Zipher cannot negotiate for or commit the Customer and the Customer shall remain responsible for making all decisions that commit the Customer in any manner.
• 26.4. Nothing in this Agreement shall be construed as:
• 26.4.1. constituting a temporary employment service as defined in the Labour Relations Act 66 of 1995, s1 of the Basic Conditions of Employment Act 75 of 1997 or any similar statute; or
• 26.4.2. creating a partnership, consortium or joint venture arrangement between the Parties, and neither Party shall have any authority to incur any liability on behalf of the other or to pledge the credit of the other Party, unless such has been expressly agreed between the Parties and recorded in writing.
• 26.5. No person who is not a Party to this Agreement shall have any rights or obligations under this Agreement, or to enforce any of its terms.
• 26.6. The Parties acknowledge that they may from time to time conclude other agreements unrelated to this Agreement. The Parties agree that all other agreements entered into between them shall be separate and independent, and rights and obligations existing under any agreement between them will not result in rights and obligations under this Agreement. No Party shall be entitled to enforce its rights in such other agreements by withholding performance or applying offset under this Agreement, or vice-versa.
• 26.7. The relationship between the Parties shall be one of good faith and each Party therefore undertakes to observe good faith towards the other, and to act reasonably with respect to matters that relate to the Agreement.

27. DISCLOSURE

• 27.1. The Customer undertakes to provide Zipher with all information and documentation required under any Applicable Law or regulations before the Activation Date of the Services. The Customer acknowledges that Zipher may not provision any Services to the Customer until such a time as the Customer has complied with this clause.
• 27.2. The Customer hereby authorises Zipher to disclose the Customer's details to a third-party wherever Zipher deems this reasonably necessary to enable it to properly perform its functions or protect its interests, for the purpose of enabling the provision of the Services or repair services to the Customer.
• 27.3. In addition, Zipher may disclose the Customer's details if required to do so to any regulatory authorities or any court of law.

28. NOTICES AND DOMICILLIA

• 28.1. All requests by the Customer for the provisioning, modification or termination of the Services, and for modification of contact and other Personal Information must be made via info@zipher.co.za and Zipher reserves the right to ignore any such request made in any other manner.
• 28.2. The Parties select as their respective domicilia citandi et executandi for the purpose of legal proceedings and for the purposes of giving or sending any notice provided for or necessary in terms of this Agreement, the following addresses:
• 28.2.1. Zipher:
  121 Soutpansberg Drive,
  Van Riebeeck Park,
  Kempton Park,
  1619; and
• 28.2.2. the Customer chooses its domicilium citandi et executandi at the address inserted on the Application Form duly competed by the Customer, or such other address as may be substituted by notice given as required.
• 28.3. The abovementioned domicilia citandi et executandi of either Party may be changed by written notice from such Party to the other Party with effect 5 (five) Business Days after the date of receipt or deemed receipt by the latter of such notice.
• 28.4. Any notice addressed to a Party at its physical address shall be delivered by hand.
• 28.5. Any notice given in terms of this Agreement must be in writing and any notice given by any Party to another ("the addressee") which:
• 28.5.1. is delivered by hand will be deemed to have been received by the addressee on the date of delivery; or
• 28.5.2. is transmitted by email will be deemed to have been received upon confirmation of receipt thereof by the addressee.
• 28.6. Despite the above, any notice that Zipher sends by email to an email account hosted on the Zipher system by the Customer will be deemed to have been received by the Customer on the date of transmission.
• 28.7. Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or service to that Party notwithstanding that the notice or communication was not sent to or delivered at that Party's chosen address or domicilium citandi et executandi referred to in clauses 28.2.1 and 28.2.2 above.

29. DISPUTE RESOLUTION

• 29.1. Should any dispute of whatever nature arise from or in connection with this Agreement (including an urgent dispute), then the dispute shall, unless the Parties otherwise agree in writing:
• 29.1.1. in the first instance be referred to mediation by a mediator acceptable to both Parties; and
• 29.1.2. failing resolution by mediation or agreement in respect of a mediator, shall be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or arbitrators appointed by the Foundation.
• 29.2. The provisions set out above shall not prevent either Party from approaching any court of competent jurisdiction to obtain interim or other relief in cases of urgency.

30. JURISDICTION AND APPLICABLE LAW

• 30.1. This Agreement shall be governed by and construed in accordance with the laws of the RSA and all disputes, actions and other matters relating thereto will be determined in accordance with such law.
• 30.2. Notwithstanding clause 29 above, the Customer hereby consent to the jurisdiction of the Magistrate's Court in the RSA in respect of any proceedings that may be initiated by Zipher arising out of this Agreement, provided that Zipher shall be entitled, in its reasonable discretion, to institute such proceedings in the High Court of South Africa and, in such event, the Customer consents to the jurisdiction of such court. The jurisdiction of the Small Claims Court is specifically excluded, as the parties agreed to follow the mediation and arbitration process set out in clause 29 above.

31. SECURITY

• 31.1. Zipher reserves the right to intercept and monitor all usage and flow of communication through the Services provided and take any other action required to ensure that the security and reliability of its network is not compromised.
• 31.2. The Customer may not use the Services in any way that can compromise the security of Zipher's network and may not tamper with the network or Services in any way.
• 31.3. The Customer is solely responsible for the protection of the Customer's Data on any personal computing devices (computers, laptops, tablets, smartphones) when using the Services. Devices should be adequately protected with the required anti-virus, spyware, firewall and encryption where required. Zipher cannot be held responsible for any breach of security that occurs on Customer's devices.
• 31.4. As Zipher does not keep a record of any passwords to access the Customer's Equipment, it is the responsibility of the Customer to ensure that access to the Equipment is secured by not providing outside parties with the access code to connect to these Equipment.

32. GENERAL

• 32.1. This Agreement is the entire contract between the Parties and no variation of any of the terms of this Agreement shall be of force and effect unless such variations are reduced to writing and signed by all of the Parties.
• 32.2. No remedy conferred by this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, by statute or otherwise. Each remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law, by statute or otherwise. The election of any 1 (one) or more remedy by either of the Parties shall not constitute a waiver by such Party of the right to pursue any other remedy.
• 32.3. Each paragraph, clause or sub-clause of this Agreement is severable, the one from the other, and if any paragraph, clause or sub-clause is found to be defective or unenforceable for any reason by any competent Court, Mediator or Arbitrator, the remaining paragraphs, clauses or sub-clauses (as the case may be) shall be of full force and effect and shall continue to be of full force and effect.
• 32.4. Each Party shall co-operate with the other Party and execute and deliver to the other Party such other instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm its rights and the intended purpose of this Agreement.
• 32.5. No addition to or variation, consensual cancellation or novation of this Agreement and no waiver of any right arising from this Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the Parties or their duly authorised representatives.
• 32.6. No latitude, extension or time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from this Agreement and no single or partial exercise of any right by any Party shall under any circumstances be construed to be an implied Consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party's rights in terms of or arising from this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.
• 32.7. Any approval requested by either Party from the other Party under this Agreement shall be deemed to have been unreasonably withheld or delayed if such other Party does not respond to such request for approval within 5 (five) Business Days after the approval has been requested.
• 32.8. Each Party acknowledges that it has been free to secure independent legal advice as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent legal advice or dispensed with the necessity of doing so. Further, each Party hereto acknowledges that all of the provisions of this Agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are part of the overall intention of the Parties in connection with the transaction set out in this Agreement.

33. CONTACT INFORMATION AND SUPPORT

• 33.1. Relevant contact information for Zipher's departments are available on Zipher's Website.
• 33.2. The Customer may lodge a complaint with Zipher in respect of the Services by submitting details thereof in an email to complaintresolution@zipher.co.za.
• 33.3. Zipher undertakes to deal with all complaints expeditiously and in terms of Applicable Laws or regulations.