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Terms and Conditions - TERMS OF SERVICE

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Last Updated: 27 August 2003

                                        TERMS OF SERVICE

1.          RECORDAL

           Modiredi hereby sells the Service or product to the User on the Terms of Service herein contained
           which Terms of Service the User is deemed to have familiarised himself/herself with and to have
           irrevocably accepted.

2.          INTERPRETATION

       In these Terms of Service:

             •   “the User” means the party who has purchased the Service and/or any person using the
                 Service and/or any person receiving benefit from the Service;
             •   “the Service” means the Internet service or product described in the Agreement and as
                 provided by Modiredi to the User under the Terms of Service herein contained;
             •   “the Agreement” is any document signed by the User to apply for the Service to be
                 provided and countersigned by Modiredi as accepted.
             •   “Modiredi” means Modiredi Internet cc and any of its subsidiaries
             •   Any gender shall include the other and singular or plural are the same.
             •   A natural person is the same as a legal person and vice versa except below.
             •   Guarantees can only and always be given by a natural person and cannot be transferred.
             •   Striking a word, phrase or clause from this or any related document does not invalidate the
                 Terms of Service or the Agreement and all other remaining clauses, addendums, changes
                 or references remain in full force.
             •   Headings are provided for convenience only.

3.     USER RESPONSIBILITIES

       •            The User shall solely be responsible, unless clearly otherwise stated in this Agreement,
             for provisioning, configuration and maintenance of all equipment on their premises, including
             (but not limited thereto) computer hardware equipment, telecommunication equipment,
             modems and the like, which is or may be necessary for the User to obtain and retain access to
             the required service(s).
       •            The User shall be liable for all telephone call charges and other third party costs
             incidental thereto.
       •            The User shall solely be responsible to keep accurate records of where and how specific
             data items such as user id’s or passwords are entered. Failure to supply this information to
             Modiredi technicians can result in degraded Service. Such degradations can not be used in a
             claim to reduce charges or delay payments.
       •            Certain Services require the User to identify himself/herself by means of a unique
             “userid” and “password” to the system. This “userid” and “password” is provided in the strictest
             confidence to the User and the User agrees to irrevocably pay for any Services obtained using
             such combination of “userid” and “password”.
       •            The User shall solely be responsible, unless clearly otherwise stated in this Agreement,
             for provisioning, configuration and maintenance of all software used to connect to the Services,
             including (but not limited thereto) computer software systems (e.g. Windows), email clients (e.g.
             Netscape or Eudora) and the like, which is or may be necessary for the User to obtain and
             retain access to the required service(s).
       •            The User agrees to pay for all Services on the due date as specified on the relevant
             Invoice and not to decline or withold payment for any reason whatsoever.
       •            The User agreed that in terms of the ECT Act all legal documents including invoices can
             be e-mailed to the agreed address on the Agreement.

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4.          AVAILABILITY OF SERVICE

       •     Modiredi shall make reasonable effort to make the service available at the agreed times and
             shall always strive to meet service levels for uptime. Modiredi is, however, unable to guarantee
             100% (one hundred percentum) uptime.
       •     Modiredi shall strive at all times to provide Users with prior notice, where possible, of scheduled
             maintenance so as to avoid Users having to log-off for any period of time.
       •     Modiredi shall not be responsible for the performance of external communications networks to
             which service is connected, and which networks include the networks of Internet Service
             Providers other than itself.
       •     The User accordingly indemnifies Modiredi against all claims of whatsoever kind and whether
             foreseeable or unforeseeable, as a result of Modiredi being unable to make its service available
             to the User under the circumstances described in this clause.
       •     Modiredi will provide the service strictly subject to the terms of Service prescribed by the
             competent regulatory authority.

5.          USER ETIQUETTE

           The User acknowledges and agrees that:

             •   Users are expected to abide by generally accepted Usenet etiquette (“Netiquette”);
             •   The User shall not use the service in a manner which:
                 •    Constitutes a violation of any law, regulation or tariff that may be offensive to Internet
                      users in general, to the public at large or as same may be determined from time to
                      time by Modiredi in its sole discretion, specifically including (but not limited to) the
                      hosting of pornographic material, spamming, hacking and unsolicited mailing;
                 •    Is defamatory, fraudulent or deceptive;
                 •    Is intended to threaten, harass or intimidate;
                 •    Tends to damage the name or reputation of Modiredi, its holding company, affiliates or
                      subsidiaries; or
                 •    Interferes with the use and enjoyment of Internet related services of users of Modiredi.
             •   The User undertakes to abide by all laws applicable to copyright, re-distribution or re-sell of
                 any data and/or information retrieved from the service and/or the Internet as specified or
                 implied by Modiredi or any of the local or foreign service providers or laws governing the
                 provisions of the service and Internet.
             •   Any material breach of the above usage will result in the immediate termination of the
                 Service and this Agreement and all outstanding monies become immediately payable.

6.     PAYMENT FOR SERVICE
                                                                  st                         th
       Modiredi shall bill the client in advance for the period 1 of the month to the 30 of the month for
       Services to be provided during that month. Invoices are by agreement always emailed to the User
       and Modiredi will only issue a printed invoice on request by the client, although the originally e-
       mailed Invoice is and remains the de facto reference amount and due date. The User agrees to pay
       to Modiredi such charges as levied by Modiredi from time to time as follows:

       •         Payment means that Modiredi has the cash available in its legitimate Bank account ready
                 to be used as if it were cash; Free of commissions, taxes or levies and waiting or clearing
                 periods.
       •         Verifying charges are for the User’s account.
       •         Monthly Subscriptions – The charge for a subscription to the Service on a monthly basis is
                 a monthly fee, payable monthly in advance by the User to Modiredi, including a pro-rata
                 charge for the first month’s billing plus an additional set-up charge where applicable.
                 Payment is rendered without deduction, free of exchange or set-off by way of debit; or in
                 such manner as determined by Modiredi. It is a condition of activation that details of a
                 valid, unexpired Visa, Master or American Express card, or a current bank account be
                 provided for debit order purposes. All amounts due to Modiredi will be recovered from the
                 banking source given. This amount is non-refundable.
       •         Bi-annual Subscriptions – The charge for a subscription to the Service on a bi-annual basis
                 is payable in full in advance by the User, to Modiredi. It is a condition of activation that
                 details of a valid, unexpired Visa, Master or American Express card, or a current bank
                 account be provided for debit order purposes. All amounts due to Modiredi will be
                 recovered from the banking source given. This amount is non-refundable. Bi-annual
                 subscriptions will be renewed automatically.
       •         Annual Subscriptions – The charge for a subscription to the Service on an annual basis is
                 payable in full in advance by the User to Modiredi. It is a condition of activation that details
                 of a valid, unexpired Visa, Master or American Express card, or a current bank account be
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                  provided for debit order purposes. All amounts due to Modiredi will be recovered from the
                  banking source given. This amount is non-refundable. Annual subscriptions will be
                  renewed automatically.
       •          Subscription charges are billed Monthly in advance and is immediately due for payment in
                  line with other rental services like Airline tickets and Magazine subscriptions. Therefore
                  proceedings and disconnections can start immediately and no grace period is or will be
                  given.
       •          Modiredi reserves the right to withhold access to websites and emails on overdue
                  accounts, while the User shall continue to be liable for the service until the conditions of
                  notice of termination are fulfilled.
       •          Without prejudice to rights granted to Modiredi in terms hereof, any amount due by the
                  User to Modiredi not paid on due date thereof:
                  •    Shall bear interest at a rate equal to the maximum, allowable in terms of the Usury
                       Act, 1968, calculated daily in advance from the date payment was due until date of
                       actual payment thereof; and
                  •    Should the client fail to pay any amount owing to Modiredi on the due date, Modiredi
                       shall be entitled, in its discretion and without prejudice to any other rights which it may
                       have, to cancel this agreement without notice to the client, or to suspend performance
                       of its obligations pending full payment by the client.
                  •    Any additional costs (including tracing, phoning, legal advice, etc) incurred in the
                       collection of monies will be solely for the User’s account.
       •          In the instance where this agreement, in respect of any products applied for; specifies a
                  minimum period of one year’s duration and a client cancels to expiration of such year; the
                  remainder of all monthly payments payable during the year shall immediately become due
                  and payable to Modiredi.
       •          Modiredi shall be entitled to take all such steps, without notice to the User, as may be
                  necessary to recover such outstanding amount. The User shall be liable to pay all costs
                  incurred in respect of the recovery of such outstanding amount.
       •          Modiredi reserves the right to blacklist with any or all credit bureau agencies within the
                  Republic of South Africa, any such User who fails to comply with the payment agreement
                  for subscription to the service. In addition, Modiredi will not be held responsible or be
                  required to assist with the removing or rescinding of any such information, which may be
                  recorded by a credit bureau agency.
       •          Modiredi reserves the right to amend Service subscription charges at its sole discretion.
       •          Modiredi shall give the User 30 (thirty) days notice of any such amendment and the User
                  shall be bound to such adjustments if the User continues to use the Service.
       •          Any goods or items for which ownership can be established remain the property of
                  Modiredi until all the outstanding amounts have been paid.

7.          SUSPENSION / DISCONNECTION OF SERVICE

           Modiredi may from time to time and without notice, suspend and/or disconnect a User from the
           Service in any of the following circumstances:

       •          During any technical failure, modification or maintenance of the Service, provided that
                  Modiredi will use its reasonable endeavours to resume the Service as soon as possible;
       •          Should the User fail to comply with any of the Terms and sonditions of this Service and/or
                  agreement, including failure to pay any charges due, until the breach, if capable of remedy,
                  is remedied, or does, or allows to be done, anything which in Modiredi’s opinion may have
                  negatively affected the operation of the Service.
       •          Reconnection can only be done by qualified technicians during normal office hours.
       •          If the User fails to make the required payment of such monies due to Modiredi for
                  subscription to the Service, and/or in the event of a User being in arrears on either
                  monthly, bi-annual or annual payments, with no attempt from the User to resolve.
       •          Modiredi reserves the right to levy a re-connection charge, an amount determined and
                  calculated at the discretion of Modiredi, payable by the User on invoice, for any request to
                  be re-connected to the Service, and irrespective of how the Service was suspended or
                  disconnected.
       •          Notwithstanding any suspension of the Service in terms thereof, the User shall remain
                  liable for all charges due throughout the period of suspension unless Modiredi in its sole
                  discretion determines otherwise in writing.

8.          TERMINATION OF SERVICE

           The normal notice period for termination of Service is 30 (thirty) days, given in writing, from either
           party. Modiredi is not obliged to provide explanations for discontinuance.

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           Certain Modiredi vendors may stipulate that they require the notice of cancellation to reach them
           on the 1st day of a calendar month, in which case the User is responsible to ensure that Modiredi
           receives the notice in good time to inform all the Vendors

           For certain Services a longer cancellation period may be stipulated, in particular where the
           Modiredi vendor is holding Modiredi liable for a longer cancellation period. These cases will be
           stipulated on the relevant agreement.

           In all cases, the User undertakes to pay for any and all charges that Modiredi suffers as a result
           of a cancellation, late receipt of notices, incorrect details, or other related isues.

9.     REGULATORY COMPLIANCE

       The User undertakes to comply with all regulatory obligations that may now or in the future be
       imposed by the body under whose authority the service falls. The User furthermore acknowledges
       that the imposition of regulatory obligations by such a body may necessitate amendments to be
       effected to these terms of Service and hereby consents to Modiredi effecting such amendments
       without prior notice.
       In order to comply with aspects of South African Law, for example the ECT Bill, Modiredi reserves
       the right to intercept, monitor, read, filter, block and act upon any electronic communications and
       stored files of the User.

10.         INDEMNITY

       The User hereby indemnifies and holds Modiredi, its employees, agents, dealers and/or distributors
       harmless against any and all losses, injury, damage, penalties and/or claims of whatsoever nature
       and howsoever arising from or in connection with the service.

11.         JURISDICTION

       The User hereby irrevocably consents to the jurisdiction of the Magistrate’s Court in terms of
       Section 28 of the Magistrates’ Courts Act of 1944, provided that Modiredi shall, should it so elect, be
       entitled to institute proceedings in the High Court of South Africa.

12.    CESSION AND DELEGATION

       The User shall not cede, assign or delegate or in manner whatsoever transfer (including but not
       limited to the sub-letting or re-sale of any disk space, server capacity or web hosting) of any of its
       rights or obligations under this Service agreement without the prior consent of Modiredi. In the event
       of any change in controlling interest in the client, Modiredi shall be entitled to terminate this
       agreement on notice to the client and be paid immediately for all outstanding costs. The client shall
       notify Modiredi of any change in its controlling interest within 14 (fourteen) days of such change.
       Modiredi shall be entitled to cede and transfer or delegate to any third party, at its absolute
       discretion, all or any of its right and obligations under these terms of Service.

13.         GENERAL

       •       The User acknowledges and agrees that these Terms of Service govern the User’s use of
               the Service and that there are not other agreements, guarantees or representations, either
               verbal or in writing, in regard thereto.
       •       The User shall not, without the express written permission of Modiredi, resell or make
               available to any third party such Services as they might receive from Modiredi.
       •       These Terms of Service may change from time to time. The User may view such revised
               Terms of Service at http://www.modiredi.co.za/terms.html and unless otherwise notified,
               Modiredi shall deem that the User has acknowledged and agreed thereto within 14 (fourteen)
               days of such changes being effected.

End.




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http://www.modiredi.co.za mailto://info@modiredi.co.za       faxto: +27-(0)11-706-6813