These terms are the general terms of the relationship between us and you. The terms cover any transactions where we provide services to you. The commercial terms of any transaction will be contained in an order that will incorporate these terms. The order will prevail if there is a conflict of meaning. Nothing in the terms obligates any party to enter into any orders.
Definitions. In the agreement:
additional fee means a charge you must pay us for the supply of any services outside of an order, which charge must be made at our then current standard prices and rates, unless otherwise agreed in writing between us;
administrator means an authorised user in your employ who is authorised to provision, manage and administer certain services;
AFSA means the Arbitration Foundation of Southern Africa (or its successor or body nominated in writing by it in its stead);
agreement means the agreement between us and you, consisting of the terms and any orders the parties enter into;
authorised user means you or a user in your employ where you are a juristic person, who has been assigned credentials;
business day means any day other than a Saturday, a Sunday or a holiday (including a public or bank holiday) in the jurisdiction where our entity that entered into the relevant order is organised;
business hours means our normal business hours on business days;
contract year means, in respect of an order, each successive 12 calendar month period during the term of the order, calculated from the effective date;
control panel means the section on the website accessible by you through a web browser;
credentials means a unique user ID and password that has been assigned to an authorised user;
effective date means in respect of each order, the effective date stipulated in each order, in the absence of which it will be the date the order is accepted by us;
existing material means any code, forms, algorithms or materials developed by or for either party independently and outside of the agreement and provided during the course of the agreement;
fees means the fees, charges, or purchase consideration that you will pay to us in respect of services we provide under orders;
ICT means information, communication or technology;
order means a services order agreed to and signed by both the parties describing the specific services that we will provide to you;
our technology means any technology that we have created, acquired or otherwise have rights in and may, in connection with the performance of our obligations under the agreement, employ, provide, modify, create or otherwise acquire rights in and includes any: concepts or ideas; methods or methodologies; procedures or processes; know-how or techniques; function, process, system, data, or object models; templates; the generalised features of the structure, sequence and organisation of software, user interfaces and screen designs; general purpose consulting and software tools, utilities, routines or frameworks; logic, coherence and methods of operation of systems; and patches or enhancements to open source libraries;
personnel means any director, employee, agent, affiliate, consultant, contractor or other representative;
related and related persons means natural and juristic persons who are connected to one another in the manner contemplated in sections 2 and 3 of the Companies Act 71 of 2008;
services means any services we or related persons provide to you, under orders;
service levels means the levels according to which we will provide each service as agreed by parties in writing and signed;
sign means the handwritten signature, an advanced electronic signature, or an electronic signature that the parties agree to use, of each of our duly authorised representatives;
signature date means the date of signature by the party signing last;
tax means any:
terms means the terms, consisting of:
third party contractor means any contractor, supplier, service provider or licensor of a part of the services, which is not a party to the agreement;
we, us, or our means VPS Networks CC, the service provider that enters into an order and, if specified in the order, those related to it;
third party software means all third party software owned by a third party but legally licensed to us for use in providing the services.
writing means the reproduction of information or data in physical form (includes handwritten documents, hard copy printouts and fax transmissions) or any mode of reproducing information or data in electronic form that the parties agree to use (like pdf), but excludes information or data in the form of email;
you or your means the customer that enters into an order and, if specified in the order, those related to it;
your data means your data (including information about an identifiable person) that:
The terms commence on acceptance and continue until terminated. Where the duration of this agreement is specified in an order, if you are a “consumer” for purposes of the Consumer Protection Act, you will be entitled to terminate the relevant service prior to the expiry of the term on 20 business day’s written notice to us. However, we will be entitled to charge you an early termination fee.
You warrant that:
and you agree to indemnify, defend, and hold harmless us (and those related to us and our personnel, co-branders or other partners) from and against any claim for damages by any third party as a result of the breach of these warranties, including all legal costs. If permissible under applicable law, legal costs will be on an attorney and own client basis.
If a party:
then the other party may, without prejudice to any of its rights:
We provide cloud hosting services in various packages. If you wish to use one or more of our packages, then we will maintain the cloud hosting services in accordance with the packages that you pay fees for under orders and you are responsible for your content including your cloud hosted applications that you install and host on our cloud hosting services.
cloud hosting services means the virtual machine hosting services we provide to you and related cloud hosting documentation;
cloud hosting documentation means any guides and other documentation for the cloud hosting services that we provide to you or make available through the website, as updated by us from time to time;
external interfaces means the ports or other application specific communication endpoints in the operating systems or other software you install and host on our cloud hosting services;
cloud hosting maintenance means upgrades, patches, bug fixes or other maintenance necessary for the continued operation of the cloud hosting services;
cloud hosting third party software means software applications provided directly to you for use with the cloud hosting services under a separate agreement by third parties;
time and materials means our time and materials fees applicable from time to time;
your cloud hosted applications means any software applications that you install and host on the cloud hosting services for use by your authorised users and any third parties authorised by you, including your customers and other end-users; and
your cloud hosted content means your cloud hosted applications and any other content, materials, or data that you use, install, upload, or host on the cloud hosting services.
We may charge you additional charges on a time and materials basis for time that in our reasonable opinion we spend in relation to or on account of any of the following:
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