Untitled Document
PLEASE NOTE: These product or service specific terms and conditions must always be read together with our General Terms and Conditions, which will always apply to your use of this product or service.
MAINTENANCE SERVICES
1. DEFINITIONS
1.1 Unless the context clearly indicates the contrary, any term defined in the General Terms and Conditions when used herein, shall bear the same meaning as defined in the General Terms and Conditions.
1.2 Unless the context clearly indicates to the contrary, the following words bear the meanings ascribed thereto-
1.2.1 “Customer Service Manager” means one individual employed by the Customer and appointed by the Customer;
1.2.2 “Customer Website” means the Customer’s website as indicated on the Application Form, in terms of which the Services are provided.
1.2.3 “Initial Period” means 12 (twelve) months from the Acceptance Date;
1.2.4 “MWEB Service Manager” means one individual employed by MWEB and appointed by MWEB;
1.2.5 “Resources” means the MWEB employees unilaterally assigned by MWEB to provide the Services to the Customer in terms of these Product Terms;
1.2.6 “Services” means the maintenance and support Services provided by MWEB to the Customer in respect of the Customer Website, the details of such services are more fully set forth in these Product Terms and SLA; and
1.2.7 “SLA” means the Service Level Agreement attached hereto, the terms of which together with the Agreement set forth the manner in which the Services will be provided by MWEB to the Customer.
2. DURATION
Either Party may terminate the Agreement at the end of the Initial Period by giving the other Party 3 (three) calendar months written notice of termination prior to the end of the Initial Period. Any termination notice given by the Customer shall only become effective upon the expiry of the Initial Period.
3. PAYMENT
3.1 Customer shall pay MWEB the Service fees specified in the Application Form.
3.2 The Service fee set forth in clause 3.1 may be increased on the first anniversary of the Initial Period, and on each anniversary thereafter upon which this Agreement is operative, by 10 (ten) percent.
3.3 The Service fee shall be paid by the Customer on a monthly basis, within 30 (thirty) days of receipt of invoice.
3.4 MWEB will give the Customer at least 14 (fourteen) days written notice of any such price increase.
4. SERVICES
4.1 In providing the Services MWEB shall:
4.1.1 maintain the Customer Website, including providing the Customer with, upgrades, updates and patches;
4.1.2 provide the Services in accordance with the provisions of the Agreement and the SLA attached hereto; and
4.1.3 appoint Resources to provide the Services.
4.2 MWEB shall if requested and upon written agreement, deploy the Resources to the Customers premises as indicated in the Application Form.
4.3 MWEB shall:
4.3.1 be responsible for selecting the Resources;
4.3.2 have the sole right to determine the number of Resources providing the Services;
4.3.3 have the sole right to reassign any Resource at any time as it deems fit;
4.3.4 use its reasonable endeavors to ensure that the Resources will not do anything or take any action that is likely to prejudice or adversely affect the business interests of the Customer;
4.3.5 use its reasonable endeavors to ensure that the Resources comply with the Customers practices and procedures, provided the Customer provides the Resources with a copy of such practices and procedures; and
4.3.6 appoint the MWEB Service Manager who will be the central point of contact for any issues pertaining to the Resources, including management of the work allocated to the Resources.
5. CUSTOMER OBLIGATIONS
5.1 In receiving the Services the Customer is obliged to:
5.1.1 provide the Resources with a reasonable office environment which shall include: (i) office space; (ii) LAN Connection; (iii) telephone handset (“Hardware”), at its expense;
5.1.2 install and connect all of the Hardware and ensure that the Hardware functions to the Resources satisfaction;
5.1.3 provide the Resources with access to there network; and
5.1.4 provide the Resources with unlimited access to the internet and fixed telephone lines, which shall be at the Customers expense.
5.2 The Parties record that failure by the Customer to comply with the provisions of clause 5.1 shall discharge MWEB from the obligations set forth in this Agreement.
6. CHANGES TO THE SERVICES
The Parties record that any services which fall outside of the defined scope of the Services as defined in the Application Form shall be subject to additional charges, in addition to the Service Fees set forth in the Application Form.
7. MEETINGS
The MWEB Service Manager shall attend monthly review meetings with the Customer's Service Manager, as scheduled by the Customer's Service Manager, to discuss the Service performance.
8. SERVICE MANAGERS
8.1 The MWEB Service Manager for this Agreement shall be the individual set forth in the Application Form.
8.2 The Customer Service Manager for this Agreement shall be the individual set forth in the Application Form.
9. ESCALATION
The Parties record that any problems or issues in terms of this Agreement shall be escalated in accordance with provisions set forth in the SLA.
10. WARRANTIES AND INDEMNITIES
10.1 The Parties warrant that:
10.1.1 each is validly incorporated in terms of applicable laws of the Republic of South Africa;
10.1.2 each possesses full power and authority to enter into this Agreement; and
10.1.3 the Agreement shall be binding upon them in accordance with its terms.
10.2 The Parties warrant that they will not during the course of the employees employment and/or resources relationship with either of the Parties, directly or indirectly, either for their own account and whether alone or jointly with anyone else, or as representative or agent of anyone else, recruit, solicit or induce, or attempt to recruit, solicit or induce any employees or Resources, or independent contractors of either Party to terminate, alter or modify their employment agreement or any other similar relationship unless specifically agreed in writing by the employer. Should either Party breach any of the provisions of this clause, it shall be liable to pay the other an equivalent of 6 (six) months: (i) salary of such employee or Resource; or (ii) fees payable to such independent contractors (hereinafter referred to as a “Penalty”). The Penalty shall be payable within 7 (seven) days from the date of written notice.
11. SERVICE LEVEL AGREEMENT
MWEB will provide the Customer with Services set out herein in accordance with the SLA.