Terms and Conditions

  1. MEANINGS OF CERTAIN WORDS AND PHRASES

1.1. Unless it appears differently from the context or under this clause 1, words, terms and phrases used in the Contract shall have the same meaning as

the definitions set out in the Electronic Communications Act, 36 of 2005.

1.2. Words importing the singular shall include the plural and vice versa.

1.3. Words denoting persons shall include natural human beings, legal entities

and unincorporated associations of persons, and vice versa.

1.4. The headings in these terms and conditions shall not affect their

interpretation.

1.5. Unless inconsistent with the context, the words and phrases set out below

shall mean as follows:

1.5.1. “Anticipatory Costs” has the meaning as set out in clause 9.2.7;

1.5.2. “Activation Date” means the date that a Service is configured and

made available to the Customer.

1.5.3. “Applicable Law” means any of the following, to the extent it

applies to the provision of the Services by Blue Chip Computers and the use thereof by the Customer:

  1. a) any statute, regulation, by-law, ordinance or subordinate

legislation in force from time to time. Without limiting the

generality, statutes include the ECA, CPA and RICA;

  1. b) the common law;
  2. c) any binding court order, judgment or decree;
  3. d) any applicable industry code, policy or standard enforceable by

law;

  1. e) any relevant direction, rule, pronouncement, policy or order that

is given by a regulator.

1.5.4. “AUP” means the Blue Chip Computers acceptable use policy, available at https://www.bluechipcomputers.co.za/adsl-terms-and-conditions/1.5.5. “Business Day” means Monday to Friday, excluding Saturday,

Sunday or public holiday as defined under the Public Holiday Act,

36 of 1994;

1.5.6. “Circuit(s)” means the telecommunications circuit(s) provided by

Blue Chip Computers (or on behalf of Blue Chip Computers by a duly licensed third-party), installed at

the Customer’s premise(s) at the addresses set out in the Contract.

“Excluded Circuits” are circuits that the Customer has procured

itself from a party other than Blue Chip Computers;

1.5.7. “Connection Date” means the date when Blue Chip Computers installs the Circuit at the Customer’s premises;

1.5.8. “Consumer” means a Customer who is a consumer as defined in

the CPA. “Individual Consumer” means a Consumer who is a

natural person – i.e. not a company;

1.5.9. “Contract” means collectively, the documents with headings

‘Subscriber Agreement’, ‘Quote’ and ‘General Terms and

Conditions’, together with any Product Terms, service level

agreements and product rules concluded between Customer and

Blue Chip Computers;

1.5.10. “Charges” means the amounts charged by Blue Chip Computers for Services as set

out in clause 9.2 below, which charges are set out in a quote and/or

Subscriber Agreement or as notified by Blue Chip Computers from time to time per

the terms of the Contract;

1.5.11. “CPA” means the Consumer Protection Act, 68 of 2008 and

regulations published in terms thereof, as amended or replaced

from time to time;

1.5.12. “Commencement date” means the date when Blue Chip Computers has accepted

and processed the Subscriber Agreement or notified the Customer

that it has agreed to provide the Customer with the Services set out

in a Subscriber Agreement;

1.5.13. “Customer” means the person described in the Subscriber

Agreement and where such description is not wholly accurate, as

further described in any documentation provided to Blue Chip Computers according

to the requirements of RICA;

1.5.14. “Due date” means the date on which any amounts owed by

Customer to Blue Chip Computers in respect of the Services become due and

payable, and which is reflected on the invoice;

1.5.15. “ECA” means the Electronic Communications Act 36 of 2005 and

its regulations, as amended or replaced from time to time;

1.5.16. “Fixed Term Agreement” refers to a Subscriber Agreement in

terms of which the provision of Services is for a duration greater

than one month;

1.5.17. “General Terms” means these general terms and conditions

without the Subscriber Agreement, Quote or the Product Terms, but

including any addendum to these terms;

1.5.18. “ICASA” means the Independent Communications Authority of

South Africa and its successors;

1.5.19. “Initial Period” means the number of months applicable to the

Fixed Term Agreement and which for any avoidance of doubt will

be limited in the case of a Consumer, to a maximum of 2 (two)

years;

1.5.20. “Interest Rate” means an annual rate equal to 5% above the prime

lending rate charged by Blue Chip Computers’s bankers, calculated daily and

capitalised monthly;

1.5.21. “Office hours” means 8h00 to 17h00 on Business Days;

1.5.22. “Parties” means Blue Chip Computers and the Customer and “Party” means either

Blue Chip Computers or Customer, as the context requires;

1.5.23. “Personal Data” means all identifiable personal details conveyed

to Blue Chip Computers by the Customer for lawful processing;

1.5.24. “Product Terms” means the specific terms and conditions

applicable to particular Services provided to the Customer.

1.5.25. “Renewal Period” means a period of 12 (twelve) months, which

period will start on the day following the last day of the Initial Period;

1.5.26. “RICA” means the Regulation of Interception of Communication

and Provision of Communication Regulated Information Act 70 of

2002, as amended/replaced from time to time;

1.5.27. “Services” means the Services as listed in the Subscriber

Agreement, and where applicable includes the Managed Service

Equipment and the Circuit;

1.5.28. “Software” means any computer program provided to Customer,

either through Blue Chip Computers acting as a principal, agent or distributor of the

software licensor. Software may be embedded into Managed

Service Equipment, supplied as a stand-alone application, or

accessed via the internet or other web browsing method.

1.5.29. “Subscriber Agreement” means the document describing the

Customer, the Services to be provided, and other administrative

data;

1.5.30. “Subscriber Equipment” means the equipment as defined in

section 1 of the ECA, but excludes Managed Service Equipment;

1.5.31. “Managed Service Equipment” means equipment managed by

Blue Chip Computers in the provision of the Service;

1.5.32. “Blue Chip Computers” means Blue Chip Computers Telecommunications (Pty) Ltd, Registration

number 2011/000797/07, a private company incorporated in terms

of the laws of the Republic of South Africa;

1.5.33. “Blue Chip Computers Network” means the electronic communications network

operated by Blue Chip Computers to render electronic communications services in

terms of Blue Chip Computers electronic communications network and services

licences. Blue Chip Computers Network includes Circuits that are self-provisioned by

Blue Chip Computers under its licenses or procured by Blue Chip Computers from third-party

licensees;

1.5.34. “Blue Chip Computers Portal” any Blue Chip Computers approved extranet(s) or system(s) with webbased

access (or a combination thereof) where Customer and its

authorised employees, agents and representatives may access to,

amongst other things and where applicable:

  1. a) view measurement data of selected Services;
  2. b) have access to control panels and management interfaces to

provision, upgrade, downgrade, increase, decrease (in general

to manage) the Services;

  1. c) process termination of Services;

1.6. When several days are provided for between the happening of one event

and another, the number of days must be calculated by: –

1.6.1. excluding the day on which the first such event occurs;

1.6.2. including the day on or by which the second event is to occur; and

1.6.3. excluding any public holiday, Saturday or Sunday.

1.7. In the event of a conflict between a Subscriber Agreement, Product Terms

or the General Terms, the conflict shall be resolved by applying the

following order of preference:

1.7.1. A Subscriber Agreement; thereafter

1.7.2. Product Terms; thereafter

1.7.3. General Terms.

  1. NATURE OF THE GENERAL TERMS AND CONDITIONS

2.1. These General Terms govern the provision of all services and the

relationship between Customer and Blue Chip Computers in general.

2.2. If Blue Chip Computers and Customer conclude multiple Subscriber Agreements, but only

one set of General Terms, then that set of General Terms will apply to all

Subscriber Agreements, regardless of whether the system generated

contract numbers on the documents are not the same.

2.3. If Blue Chip Computers and Customer conclude multiple Subscriber Agreements, each with

its version of General Terms, then the General Terms will apply only to the

relevant Subscriber Agreement– as evidenced by the system generated

contract number.

  1. DURATION, RENEWAL AND TERMINATION FOR

CONVENIENCE

3.1. Commencement and duration of the Contract, billing start dates and

renewal

3.1.1. The Contract will become binding on the Parties on the

Commencement date and will continue to be binding on each Party

up to the end of the Initial Period or any Renewal Period, unless this

Contract is terminated earlier by either of the Parties for cause on

the grounds set out in the Contract.

3.1.2. In respect of a Service that does not involve the provision of a

Circuit, or is provided over an Excluded Circuit, the Initial Period will

commence on the Activation Date of such Service. In respect of

each Circuit, the Initial Period for Services provided over that Circuit

(whether bundled with the Circuit or not) will commence from the

Activation Date. Where the Services require the provision of

multiple Circuits, the Initial Period will begin on the Connection Date

of the last Circuit.

3.1.3. When services are bundled with a Circuit, the cost of the Circuit is

the single most significant component of the bundled Service, and

accordingly, Customer agrees that Blue Chip Computers will be entitled to charge

Customer from the Connection Date, regardless of whether any

bundled value-added services had been activated or not.

3.1.4. If Customer is a juristic person then Customer must:

General Terms and Conditions

  1. a) give Blue Chip Computers written notice of its election not to renew the Contract

at least 90 (ninety) days before the expiration of the Initial Period;

or

  1. b) conclude a revised Subscriber Agreement,

failing which the agreement shall automatically renew for the Renewal

Period.

3.2. Cancellation or variation of the Services before the Connection /

Activation date

Where the Customer cancels or varies any of the Blue Chip Computers services before the

Connection Date for any reason other than a breach on the part of Blue Chip Computers, Blue Chip Computers

will have the right to charge the Customer Anticipatory Costs which Blue Chip Computers has

incurred because of the cancellation or variation, which amount shall be

payable by the Customer on demand.

3.3. Termination of a Fixed Term Agreement by an Individual Consumer

for no cause

3.3.1. Where an Individual Consumer has concluded a Fixed Term

Agreement, the Individual Consumer will have the right to terminate

the Fixed Term Agreement, for no particular reason or cause, at

any time, provided the Consumer gives Blue Chip Computers at least 20 (Twenty)

Business days written notice of its election to terminate the

Contract. Such termination will be subject to payment of a

reasonable cancellation fee that will be determined and calculated

at the time when the notice to terminate is given by the consumer,

using the guidelines set out under section 14 and regulation 5(2) of

the CPA.

3.3.2. On receipt of the termination notice Blue Chip Computers will advise the Individual

Consumer of the amounts which are still owed to it, namely all the

arrears amounts owing to Blue Chip Computers in terms of the Contract up to date of

termination and the cancellation fee. The Individual Consumer will

pay Blue Chip Computers such amounts by the Due Date.

  1. INSTALLATIONS AND PROVISION OF THE BLUE CHIP COMPUTERS SERVICES

4.1. Installation of Services, Managed Service Equipment, Subscriber

Equipment and use of unauthorised devices

4.1.1. Unless agreed to the contrary in a Subscriber Agreement, the Blue Chip Computers

Service is exclusive of any required Subscriber Equipment. The

Managed Service Equipment and where applicable the Subscriber

Equipment will be either leased or sold to the Customer at the

prices, fees or rates set out in the Subscriber Agreement.

4.1.2. Where Customer has agreed to purchase Subscriber Equipment

from Blue Chip Computers, Customer shall not be entitled to withhold payment for

the sale of Subscriber Equipment for trivial reasons.

4.1.3. In respect of the provision of electronic communications services,

Blue Chip Computers shall install the Circuit and the Managed Service Equipment at

the Customer’s premises against payment of the relevant

installation fee and deposit as set out in the Subscriber Agreement.

4.1.4. If the Customer requests that an installation be attended to after

office hours, Blue Chip Computers may, if it can perform such after-hours work,

charge an after-hours maintenance charge on a time-and-material

basis as determined by Blue Chip Computers from time to time.

4.1.5. LAN cabling pricing is deemed to be budgetary unless a physical

site survey has taken place to confirm cable routes.

4.1.6. If no conduit-pipes are available for Blue Chip Computers’s use in any building where

Blue Chip Computers must install a Service requiring conduit pipes, Blue Chip Computers may, at its

discretion:

  1. a) refuse to provide the Service in that building or any part thereof

until such conduit-pipes or other facilities have been so

installed; or

  1. b) quote an installation cost in respect of the required conduit

pipes, and if accepted by the Customer, install at the

Customer’s cost the required conduit pipes or other facilities.

4.1.7. Blue Chip Computers’s duty to install the Circuit and the Managed Service Equipment

or Subscriber Equipment will terminate once the Circuit and where

applicable the Managed Service Equipment or Subscriber

Equipment have been supplied, installed and the Customer can

receive the Services.

4.1.8. Only Subscriber Equipment that has been type approved by ICASA

may be used in conjunction with the Blue Chip Computers Service. Type approved

equipment obtained from authorised dealers will have an ICASA

type approved label affixed to the equipment and/or packaging.

4.1.9. If the Subscriber Equipment is modified, it may not be used in

conjunction with the Blue Chip Computers Service until such time that ICASA has

approved the modification.

4.1.10. Blue Chip Computers reserves the right to suspend or disconnect from the Blue Chip Computers

Network any Subscriber Equipment that has not been approved by

ICASA or that has been licensed or approved but has been modified

without the approval of ICASA.

4.1.11. If the Customer is not the owner of the premises where the Blue Chip Computers Service and/or where applicable the Managed Service Equipment

is to be installed, the Customer must before any installation by Blue Chip Computers, at its own cost and expense, obtain written permission from the

owner of such premises for any such installation. The Customer

indemnifies Blue Chip Computers against damages or claims resulting from the

failure to obtain such permission including Anticipatory Costs which

may have to be incurred by Blue Chip Computers should Blue Chip Computers have to remove any

circuit and/or the selected Subscriber Equipment from the

premises.

4.1.12. The Customer must at its own cost and expense ensure that

optimum environmental conditions as may be required for the

proper management and/or functioning of the Circuit and Managed

Service Equipment or Subscriber Equipment are provided, such as

adequate power supply, ventilation, lighting and wall/rack space.

4.2. Use of the Services, Managed Service Equipment and related

equipment

4.2.1. The provision of any Service to the Customer does not confer on

the Customer any right to resell the Service unless the Customer

has been granted a licence or licence exemption by ICASA, and

Customer has entered into a reseller agreement with Blue Chip Computers.

4.2.2. The service may not be used to:

  1. a) knowingly create, store or disseminate any illegal content;
  2. b) infringe on any third parties’ intellectual property or copyright;

and

  1. c) send unsolicited email.

4.2.3. For Blue Chip Computers to ensure the provision of the Service, to protect the

integrity of the Blue Chip Computers Network or to deal with emergencies, the

Customer must always whilst this Contract is in place:

  1. a) comply with any instructions issued by Blue Chip Computers which concern the

Customer’s use of the Services;

  1. b) provide Blue Chip Computers with all information relating to the Customer’s use

of the Services that Blue Chip Computers may reasonably require from time to

time; and

  1. c) allow Blue Chip Computers free access to the Customer’s premises during

reasonable hours to install, inspect, maintain or remove the

Circuit, Managed Service Equipment or Subscriber Equipment.

4.3. Failure and unavailability of the Services, Managed Service

Equipment or Subscriber Equipment obtained from Blue Chip Computers

4.3.1. Customer recognizes that the Internet and data networks consist of

multiple participating networks that are separately owned and not

subject to Blue Chip Computers’s control.

4.3.2. Because of the position set out in clause 4.3.1 above, Blue Chip Computers does not warrant that the Blue Chip Computers services will be operational on a 24 (twentyfour)

hour 365 (three hundred and sixty-five) days per year basis.

4.3.3. Furthermore, Blue Chip Computers expressly advises, and the Customer

acknowledges and accepts that the Subscriber Equipment is not

manufactured by Blue Chip Computers, but by third parties. In most cases, Blue Chip Computers will

not be able to open certain Subscriber Equipment or to test or

operate the selected Subscriber Equipment to ensure that they are

fit for purpose and/or are intact before they are handed to the

Customer.

4.3.4. Considering the disclosures housed under clauses 4.3.1 – 4.3.3 Blue Chip Computers

expressly stipulates and the Customer acknowledges that Blue Chip Computers

cannot warrant or guarantee that the Services and/or the

Subscriber Equipment will:

  1. a) be free of errors or interruptions;
  2. b) be available;
  3. c) be fit for any purpose;
  4. d) not infringe on any third-party rights;
  5. e) be secure and reliable,

except where the Services, the Circuit and/or Subscriber

Equipment are found to be defective and such defect has been

solely caused by Blue Chip Computers under sections 54, 55 and 56 of the CPA,

where applicable.

4.3.5. Considering the above disclosures, Customer agrees that it will not

be allowed to:

  1. a) Withhold any amounts due and owing to Blue Chip Computers; or
  2. b) Deduct any monies, or
  3. c) Allege a breach of contract

in respect of any temporary unavailability of the Services, the Circuit

or the Managed Service Equipment, except and to the degree that

Blue Chip Computers is solely responsible for any such unavailability, or failure.

4.3.6. Notwithstanding the provisions of clause 4.3.4 above, Blue Chip Computers will use

its best endeavours where Blue Chip Computers can do so to notify the Customer of

any failure of, or interruption to the Services and/or Circuit and

where applicable any required maintenance and repairs which may

result from such failure, interruption or unavailability.

4.3.7. Where the Circuit, Managed Service Equipment or where relevant

the Subscriber Equipment are defective, or faulty, then in such an

event the Consumer’s rights will be limited to those set out under

clause 10.

4.4. Theft and Loss of Blue Chip Computers Circuit, Managed Service Equipment and

Subscriber Equipment provided by Blue Chip Computers

4.4.1. Whenever any Circuit, Managed Service Equipment or Subscriber

Equipment purchased from Blue Chip Computers has been delivered but is not yet

paid for in full is lost, stolen or destroyed, the Customer must

immediately notify Blue Chip Computers and any police officer at any police station

in writing that the Circuit, Managed Service Equipment and or any

other Blue Chip Computers equipment has been lost, stolen, misplaced or destroyed.

4.4.2. Risk in the loss, theft or damage of the Circuit, Managed Service

Equipment and where relevant the Subscriber Equipment will pass

to the Customer on the date of delivery to the Customer’s premises.

Blue Chip Computers reserves the right to hold the Customer liable for the full

replacement cost of the Managed Service Equipment or the

relevant Subscriber Equipment and or any other Blue Chip Computers equipment

(and where the same equipment has been discontinued, then the

full replacement cost of the most comparable available equipment).

General Terms and Conditions

4.5. Maintenance of the Services and Managed Service Equipment

4.5.1. Throughout the term of the Contract the Service, any Circuit or

Managed Service Equipment used by the Customer will be deemed

to be in good working order until Blue Chip Computers is advised otherwise.

4.5.2. Unless clauses 4.5.5 or 4.5.6 apply, or unless expressly stated to

the contrary, the costs in respect of any repair and/or maintenance

of the Circuit and the Service will be incurred and covered by Blue Chip Computers.

4.5.3. Blue Chip Computers will attend to faults reported by the Customer during Office

hours and will apply its reasonable endeavours to have the affected

Circuit and/or the Service restored in the shortest possible time.

4.5.4. The Customer is responsible for maintaining all Managed Service

Equipment and Subscriber Equipment unless Blue Chip Computers has agreed to

provide maintenance for the Managed Service Equipment, which

will be charged out at the rate set out in the Subscriber Agreement.

4.5.5. If the Customer requests that a fault be attended to immediately

and requires that repair work be carried out after office hours, Blue Chip Computers

may, if it can perform such after-hours work, charge an after-hours

maintenance charge on a time-and-material basis as determined by

Blue Chip Computers from time to time.

4.5.6. If Blue Chip Computers determines that the fault reported by the Customer was

caused by the Customer or by any Subscriber Equipment or by any

other equipment that Blue Chip Computers has not agreed to cover, the Customer

will be liable for payment of the applicable call-out charges, as

determined by Blue Chip Computers from time to time.

  1. USE OF SOFTWARE

5.1. The Customer shall use any Software provided to it by Blue Chip Computers only for the

purposes for which it is intended.

5.2. The Customer shall not nor permit anyone else to reverse engineer,

decompile, modify, tamper with, amend, enhance, copy, sell, lease, license,

sub-license or otherwise deal with the software or any part, variation,

modification, release or enhancement thereof or have any software or any

program written or developed for it based on the Software.

5.3. All rights of whatever nature in and to the Software and all upgrades,

updates, modifications and variations thereto from time to time, shall vest

in Blue Chip Computers or its licensors and no rights in and to the software, its upgrades,

updates, modifications and variations thereto are granted or assigned to the

Customer. The Customer shall not, at any time in any way, question or

dispute the ownership of the Software and undertakes not to infringe or

prejudice any rights of Blue Chip Computers or its licensors in and to the Software.

5.4. Blue Chip Computers shall upgrade any Software provided to the Customer under the

Subscriber Agreement (and if not explicitly dealt with in the Subscriber

Agreement at its sole discretion).

  1. USE AND STORAGE OF DATA

The Customer acknowledges that Blue Chip Computers may establish generally acceptable use

practices and limits concerning the use of the Services, including — for example:

the period that the Customer’s email messages and other content uploaded on to

Blue Chip Computers’s server is retained, the quantity and size of material that may be sent from or

received by the Customer and available disk space that will be allocated to Blue Chip Computers’s

servers on the Customer’s behalf.

  1. BLUE CHIP COMPUTERS PORTAL

7.1. Blue Chip Computers grants Customer a non-exclusive, non-transferable right to Blue Chip Computers

Portal(s).

7.2. Access to any such Blue Chip Computers Portal shall be through an approved User ID or

other authentication mechanism provided by Blue Chip Computers to Customer.

7.3. Any adjustments by Customer to Services on Blue Chip Computers Portal are binding, and

Customer assumes full responsibility for payment obligations arising out of

modifications made on Blue Chip Computers Portal.

7.4. Customer acknowledges that the documentation and information that

accessible by Customer through Blue Chip Computers Portal shall be deemed to be classified

as Confidential Information of Blue Chip Computers and, as such, disclosure and use of such

documentation and information shall be governed by the terms of this

Agreement relating to Confidential Information.

7.5. Customer shall take all necessary steps to maintain the security and

integrity of all User IDs used in connection with accessing Blue Chip Computers Portal.

7.6. Customer shall inform Blue Chip Computers if Customer has any reason to believe that a

User ID used in connection with accessing Blue Chip Computers Portal has or is likely to

become known to someone not authorised to use it or is being or is

expected to be used in an unauthorised way.

7.7. Blue Chip Computers reserves the right to suspend User ID access to Blue Chip Computers Portal of Customer

if at any time Blue Chip Computers reasonably considers, after consulting with Customer

whenever practicable, that there has been or is likely to be a breach of

security in respect of a User ID. Blue Chip Computers may issue replacement User IDs or

cease suspension when Blue Chip Computers is satisfied that the breach of security or threat

of breach of security is resolved.

7.8. Customer understands that Blue Chip Computers may amend User ID’s periodically to

prevent unauthorised access to Blue Chip Computers Portal and Customer will appoint an

employee to whom Blue Chip Computers may communicate any such amended IDs.

  1. GENERAL OBLIGATIONS OF EACH PARTY

8.1. In addition to its obligations as set out in the rest of these General Terms,

Blue Chip Computers undertakes to:

8.1.1. adhere to the Applicable Law;

8.1.2. exercise the reasonable skill and care of a competent provider of

the Services;

8.1.3. uphold and abide by the respective codes of conduct (as amended

from time to time) of ISPA and WASPA, available at

http://ispa.org.za/code-of-conduct/ and http://waspa.org.za/coc/14-

3/; and

8.1.4. abide by and uphold its Code of Conduct

8.2. In addition to the Customer’s specified obligations as set out in the rest of

these General Terms, Customer undertakes that it, or where relevant its

employees will:

8.2.1. adhere to the Applicable Law;

8.2.2. deal with Blue Chip Computers employees and designated contractors in a

courteous, respectful and professional manner and not in any

manner act in an abusive way;

8.2.3. raise any issues that it is experiencing through a trouble ticket using

the relevant telephonic, email or online facilities and provide Blue Chip Computers

with any pertinent information that it may require resolving the

trouble ticket; and

8.2.4. abide by the Blue Chip Computers acceptable use policy, available at

https://www.bluechipcomputers.co.za/adsl-terms-and-conditions/

  1. CHARGES AND PAYMENT

9.1. In return for the supply of and access to the Services, the Customer agrees

and undertakes to pay Blue Chip Computers the Charges.

9.2. Any invoice will, where applicable, detail the following types of Charges:

9.2.1. installation charge: the installation charge and any other charges

levied as a once-off initial charge in respect of the connection of the

Services;

9.2.2. reconnection charge: levied, where the Customer’s right to use the

Services is suspended due to non-payment, and which fee is in

respect of any restoration of the Service, is payable in advance,

together with any outstanding amounts which are due to Blue Chip Computers;

9.2.3. ad-hoc / time and material charges: levied on each occasion for the

provision of miscellaneous services requested by the Customer;

9.2.4. recurring/rental charges: levied periodically, usually monthly – but

in any event, as indicated in the Subscriber agreement – in respect

of the use and availability of the Services. Recurring charges are

payable in advance for the first and any subsequent rental period

on the first day of the month, with effect from the Activation Date;

9.2.5. cancellation fee: a fee raised by Blue Chip Computers to place it in the position it

would have been had the Customer fulfilled the Contract;

9.2.6. call/usage charges: levied on the use of the Service where such

use is metered. Call charges and usage charges are billed to the

Customer at the end of each billing period.

9.2.7. anticipatory costs: levied to recover the charges that Blue Chip Computers would

have billed for the duration of the Fixed Term Agreement if the

Contract had run its full term.

9.2.8. interest on overdue amounts: any amount due by the Customer to

Blue Chip Computers not paid on or before the Due date indicated on the invoice

shall bear Interest from the date that an Invoice became due.

9.3. Billing

9.3.1. Blue Chip Computers will periodically provide the Customer, usually monthly, with a

statement and an invoice for the amounts payable by the Customer.

The invoice will be sent to the Customer by email.

9.3.2. Where there is an event which prevents an accurate determination

of the number of units on which the call or usage charges are

determined for a billing period, the call charge or usage charges for

the period in question shall be set as the average call or usage

charges for the preceding 6 (six) billing periods (or lesser billing

periods if the Service has been provided for a shorter time).

9.3.3. The invoice sent by Blue Chip Computers to the Customer is on the face of it, and

until the contrary is proved, proof of the amount due by the

Customer to Blue Chip Computers. The Customer is, however, entitled to query or

dispute any part of the invoice per the provisions set out under

clause 13. All undisputed portions of the invoice must, however, be

paid by the Due date.

9.3.4. If Blue Chip Computers determines that the disputed amount is in error, Blue Chip Computers shall

credit the amount incorrectly debited. Should Blue Chip Computers determine and

inform the Customer that the disputed amount was billed correctly

such payment, together with interest at the Interest Rate shall be

paid by no later than the Due date of the next invoice.

9.4. Payments

9.4.1. Unless Blue Chip Computers expressly agrees to the contrary in writing, invoices are

payable on presentation by way of a monthly debit order or using a

credit card. The first invoice for a Service is issued upon activation

of service and payable on presentation.

9.4.2. Invoices and statements are available for download in Blue Chip Computers Portal.

Non-receipt of an invoice by the Customer shall therefore not be

considered as a valid reason for late or non-payment.

9.4.3. The Customer shall be liable and responsible for payment until

payment has been received into Blue Chip Computers bank account.

9.4.4. The Customer shall be in breach of the Contract by cancelling any

debit order without the prior written consent of Blue Chip Computers or where any

debit order is returned unpaid or stopped or should any charge card

account, or credit card account of the Customer be rejected. In such

a case, Blue Chip Computers will have the right to suspend the Customer’s account

General Terms and Conditions

until such arrears amounts together with interest thereon have been

received and paid in full.

9.5. Changes to Charges

9.5.1. Blue Chip Computers shall be entitled to increase any of the amounts reflected in the

Subscriber agreement, which increase will be relative to the

Consumer Price Index. Increases linked to the Consumer Price

Index usually are done once per year between January and April.

9.5.2. If there is a price increase on components of the Services beyond

the control of Blue Chip Computers (for example: foreign exchange fluctuations,

increased pricing on third-party products or services like software

license fees, surcharges, taxes, import duties, rates or levies,

increased charges from other network operators or delay caused

by any instruction of Customer), then Blue Chip Computers shall be entitled to

increase the Charges of the affected Service in proportion to the

increase in cost.

9.5.3. Any increase as per clause 9.5.1 and 9.5.2 will be given to the

Customer in writing.

9.5.4. A Consumer will have the right to terminate the Contract without

penalty or charge where any such increases render the Service

unaffordable to the Consumer, on condition that it gives Blue Chip Computers 20

(twenty) Business days’ notice of its election to cancel the Contract.

Where a Consumer terminates the Contract as per its rights under

this clause 9.5.4 such termination will be without penalty, except

where the Consumer has been given or has purchased but not yet

paid for Subscriber Equipment. In such a case the Consumer will

have a legal duty, and Blue Chip Computers will have a legal right to demand from

the Consumer full payment in respect of the Subscriber Equipment

less any amounts that have already been paid to Blue Chip Computers in respect

thereof before such termination.

9.6. Unpaid accounts – Suspension of Services

9.6.1. Where any amounts due to Blue Chip Computers by the Customer are not paid on

Due date, Blue Chip Computers shall give the Customer 7 (seven) days’ notice to pay

all arrears/outstanding amounts and start charging interest at the

Interest Rate.

9.6.2. If the Customer’s account remains unpaid or no written agreement

is concluded to settle the arrears, Blue Chip Computers shall suspend the Customer’s

services, and the suspension will stay in place until the Customer

has paid all arrear amounts, interest and any applicable

reconnection charges or the Contract is terminated by Blue Chip Computers.

9.6.3. If the Customer’s account is in arrears, then Blue Chip Computers shall be entitled to

suspend all Services linked to the Customer’s account, regardless

of whether the suspended Services are delivered according to

multiple Subscriber Agreements or not.

9.7. Credit Limit and payment terms

9.7.1. Blue Chip Computers reserves the right to impose a monetary limit on the maximum

value of Charges incurred by the Customer during each billing

period, and Blue Chip Computers shall be entitled after the Customer has been given

20 (Twenty) days’ notice of such overspend to which the Customer

has not responded, to suspend the Services should the Customer

exceed the maximum amount.

9.7.2. If Blue Chip Computers and Customer agree on payment terms that are different to

those set out in clause 9.4 and Blue Chip Computers had to provide Customer with a

notice in terms of clause 9.6.1 twice in any rolling 12 calendar

month period, then Blue Chip Computers shall be entitled to revert to the default

payment terms set out in this clause 9.

  1. SUSPENSION, WITHDRAWAL OR TERMINATION OF THE BLUE CHIP COMPUTERS

SERVICE

10.1. Blue Chip Computers may from time to time, and on notice where this is possible, suspend

the Blue Chip Computers Service and where applicable the right to use the Managed Service

Equipment, or in its discretion disconnect the Managed Service Equipment

from the Blue Chip Computers Network in any of the following circumstances:

10.1.1. for routine maintenance, modifications to, or unplanned

maintenance of the Blue Chip Computers Network and/or any other systems involved

in the delivery of the Services;

10.1.2. to mitigate against fraudulent or suspected fraudulent use of the

Customer’s Service;

10.1.3. per clause 9.6 or 9.7.1 above;

10.1.4. because of problems on third parties’ infrastructure which has

affected or disrupted the Blue Chip Computers Service;

10.1.5. where certain Services are being abused by the Customer; and/or

10.1.6. where the Blue Chip Computers Service or Managed Service Equipment is found to

contain a security risk or shortcoming which enables the Customer

to exploit the Blue Chip Computers Service to the detriment of Blue Chip Computers;

10.1.7. where the Customer uses Subscriber Equipment that is not

approved by ICASA for such use;

10.1.8. Where the Service is removed because of a take-down notice that

Blue Chip Computers is obliged to act on.

10.2. The Customer accepts that the right to suspend the Services is necessary

to maintain the quality of Services, the integrity of the Blue Chip Computers Network, and to

protect the interest of both the Customer and Blue Chip Computers and that it will remain

liable for all Charges which may be levied by Blue Chip Computers during the period of

suspension.

10.3. Blue Chip Computers may from time to time, and on notice where this is possible, and without

prejudice to any other claims or remedies which Blue Chip Computers may have in terms

hereof or in law, discontinue and/or terminate any part of the Contract, or in

its discretion disconnect the Managed Service Equipment from the Blue Chip Computers

Network in any of the following circumstances:

10.3.1. where the Blue Chip Computers Service or Managed Service Equipment has

reached the end of its lifespan and is uneconomical to maintain or

continue;

10.3.2. where there has been an insignificant interest in the use of a

Service;

10.3.3. in response to an instruction from ICASA or in terms of the ECA or

some other law or any authority competent to issue such

instruction;

10.3.4. if the Customer has received the Service because of fraud or

misrepresentation;

10.3.5. if the Customer makes or offers to make any arrangement or

composition with its creditors or commits any act of insolvency in

terms of the Insolvency Act or any other applicable legislation;

10.3.6. if the Customer is using or permitting the use of the Service or any

element thereof for any illegal purpose or in contravention of

Applicable Law;

10.3.7. for any other reason incidental to 10.3.1 – 10.3.6 inclusive.

  1. BREACH AND TERMINATION

11.1. Should the Customer breach:

11.1.1. its payment obligations and have been suspended for non-payment

for a period longer than 7 (seven) days; or

11.1.2. any other term of this Contract and fails to rectify the breach within

the notice period provided by Blue Chip Computers (which shall be a reasonable

period given the circumstances of the breach);

then Blue Chip Computers will have the right to either suspend or to cancel the Contract(s),

without diminishing its right to claim any Anticipatory Costs or early

termination penalties.

11.2. Should Blue Chip Computers breach any material term of this Contract, then the Customer will have the right to provide Blue Chip Computers with a letter requiring Blue Chip Computers to rectify the breach within a period of 20 (twenty) Business Days. Should Blue Chip Computers neglect or fail to remedy such breach within the 20 (twenty) Business Days’ notice period, then the Customer may cancel the Contract without penalty.

11.3. The Customer shall be liable for all costs, including legal costs on an

attorney and client scale, tracing cost and collection commission incurred

by Blue Chip Computers in respect of the enforcement of any obligations of the Customer in terms of this Contract.

11.4. Without diminishing any other claims or remedies which Blue Chip Computers may have against the Customer in terms of this Contract or law, Blue Chip Computers may terminate the Contract if the Customer has delayed the installation of the Service for longer than 3 (three) months and hold the Customer liable for Anticipatory Costs incurred by Blue Chip Computers in this regard.

  1. SUPERVENING IMPOSSIBILITY

Except as expressly provided under the Contract, Blue Chip Computers shall not be liable to the Customer for failure to perform any obligation because of any acts of God, government restrictions or prohibitions or any other Government act or omission, any act or default of any supplier, industrial disputes, strikes, lockouts or work stoppages of any kind or any other similar or dissimilar cause, in so far as these were not foreseeable and beyond Blue Chip Computers’s reasonable control. Should any event contemplated in this clause prevent the provision of uninterrupted Service for a period exceeding four weeks, the Customer shall be entitled to terminate the affected Service without penalty.

  1. CUSTOMER ASSISTANCE, DISPUTES OR COMPLAINTS

13.1. Technical Complaints and Billing Queries

13.1.1. Blue Chip Computers can be contacted for technical support and account queries at admin@bluechipcomputers.co.za

And sos@bluechipcomputers.co.za

 

13.1.2. If the Customer experiences any trouble with any of the Services or

with the Charges, it must bring the problem to Blue Chip Computers’s attention by raising a trouble ticket with Blue Chip Computers by telephone, email or in the Blue Chip Computers Portal. The issue will then be logged and detailed, and the Customer will be provided with a reference number.

13.1.3. Blue Chip Computers will use its best endeavours to attend to the trouble tickets as soon as it is possible, which will depend on the complexity and nature of the problem as well as resource availability.

13.1.4. Where Customer has exhausted all levels of escalation and

remains of the view that the matter has not been resolved to the

satisfaction of the Customer, the Customer will have the right to

refer the matter to ISPA, which can be done via the complaints form

at http://ispa.org.za/code-of-conduct/complaints-form/.

13.2. Complaints: If Customer has a complaint that is not related to the

performance of the Service or related to a billing query, the Customer must

follow the Blue Chip Computers complaints process as amended from time to time and made available on the Blue Chip Computers website.

13.3. Single Forum Resolution: The above rights are without prejudice to both

Parties’ respective rights to pursue a complaint or action in any other forum

that has jurisdiction over the matter including the rights to submit the

complaint to ICASA, provided that the same complaint shall not be lodged

at more than one forum.

  1. CONSEQUENCES OF TERMINATION

After termination of the Contract for whatever reason:

14.1. Blue Chip Computers may, on reasonable notice and in the Customer’s presence enter the Customer’s premises to remove the Managed Service Equipment which is owned by Blue Chip Computers; and

14.2. Customer will remain liable for and will pay on demand all charges and/or

costs outstanding at the time of termination or accrued thereafter because

of the termination.

  1. LIMITED LIABILITY AND INDEMNITY

15.1. In respect of internet-based services, Blue Chip Computers only provides access to the Internet. Blue Chip Computers does not operate or control the information, services, opinions or other content of the Internet. Blue Chip Computers reserves the right to take measures as

may be necessary, in Blue Chip Computers’s sole discretion, to ensure security and continuity of service on the Blue Chip Computers Network, including but not limited to identification and blocking or filtering of internet traffic sources which Blue Chip Computers deems to pose a security risk or operational risk or a violation of its AUP. In

addition, the Customer understands that Blue Chip Computers does not own or control other

third-party networks outside of the Blue Chip Computers Network, and Blue Chip Computers is not responsible

or liable for filtering or access restrictions imposed by such networks or for

the performance (or non-performance) within such networks or within

interconnection points between Blue Chip Computers Network and other third-party

networks.

15.2. The Customer is responsible for maintaining the security of its internal

network from unauthorised access through the Internet. Blue Chip Computers shall not be

liable for unauthorised access to the Customer’s network or other breaches

of the Customer’s network security. The Customer shall remain fully

responsible to Blue Chip Computers for any usage billing billed to Customer’s account up to

30 minutes after Customer had logged an official support ticket with Blue Chip Computers

requesting suspension of the Services impacted by unauthorised access to

the Services.

15.3. Blue Chip Computers assumes no responsibility for the integrity, correctness, retention or

content of electronic data transported via the Blue Chip Computers Network.

15.4. Subject to the provisions of clause 15.6 below, Blue Chip Computers shall not be liable to the

customer or to any third party for claims that arise or occur because of the

customer’s use of the services, whether such claim, action or damage is

direct or indirect, consequential or contingent. Blue Chip Computers shall not be liable for any

loss of life; injury; medical expenses; support; financial loss or financial

support; loss of earnings; loss of profit and/or income; loss of revenue; loss of business or goodwill; any other special damages; or any general damages regardless of whether it was foreseeable or flowed naturally from the use of the Services.

15.5. Customer indemnifies Blue Chip Computers against any claim or action which may be

brought by any third party arising out of Customer’s use of the Services or

out of the use of the Customer’s Services.

15.6. Where a Consumer suffers any loss or damages because of the use of the

Blue Chip Computers Service, the Consumer in this case will be allowed to avail itself to the provisions housed under section 61 of the CPA, but subject always to the defences and exceptions permissible and available to Blue Chip Computers and its service providers under section 61 of the CPA.

15.7. The limitation on liability set out above is in addition to any limitation of

liability set out elsewhere under the Contract.

  1. PROCESSING OF PERSONAL INFORMATION, RIGHTS TO

PRIVACY AND RICA

16.1. Blue Chip Computers reserves the right to make general credit reference enquiries about the

Customer and to check the correctness of the information that has been

supplied. Blue Chip Computers shall also be entitled to furnish any information relating to the

Customer’s account and compliance with these conditions to any registered

credit bureau.

16.2. The Customer warrants and represents that all information supplied by it is accurate, correct and complete.

16.3. Blue Chip Computers will use the Customer’s Personal Data strictly in accordance with the

Regulations promulgated in terms of Section 69 of the ECA or the

Protection of Personal Information Act, whichever is applicable.

16.4. Customer will provide Blue Chip Computers with all required Personal Data and other details

which Blue Chip Computers is required to obtain from the Customer in terms of section 39 or

40 of RICA.

16.5. Customer shall not transfer the Service to another person, other than a

family member or dependent.

16.6. The Customer acknowledges and accepts that where the Customer does

not comply with these provisions, it will amount to a material breach by the Customer of the Contract.

  1. GENERAL

17.1. Cession, delegation, assignment: Neither Party may cede, delegate,

assign, charge, transfer or otherwise dispose of this Contract or any rights

or obligations therein in whole or in part, without the written consent of the

other Party. Such consent shall not be unreasonably withheld or unduly

delayed. Notwithstanding the foregoing, Blue Chip Computers may assign any and all of its

rights and obligations hereunder: (i) to any Blue Chip Computers affiliate (as defined the

Companies Act, 71 of 2008; (ii) to a third party pursuant to any sale or

transfer of substantially all the assets or business of Blue Chip Computers or a Blue Chip Computers affiliate;

or (iii) to a third party pursuant to any financing, merger, or re-organisation

of Blue Chip Computers or a Blue Chip Computers affiliate.

17.2. Applicable laws and Jurisdiction: This Contract will be interpreted and

governed by the laws of South Africa.

17.3. Variation and Amendment: Subject to and save where the right to amend

the Contract, has been mentioned explicitly under the Contract, neither

party may vary the terms of the Contract unless the other party agrees to

such variation and the variation is reduced to writing and signed by both

parties.

17.4. Consumer status: Certain rights have been granted to a Customer who is

a Consumer. Blue Chip Computers reserves the right to withhold any of these rights and/or

resultant benefits until the Customer can prove to Blue Chip Computers, which proof may be

in the form of a set of Financial statements or an identity document, that it

is a Consumer (and in the case of a right which it wants to exercise under

section 14 of the CPA, that it is an Individual Consumer). Where the

Customer is unable to show that it is a Consumer or Individual Consumer,

Blue Chip Computers reserves the right to reverse or call for a refund of any rights or benefits

which are permitted under the CPA and which the Customer has unlawfully

taken advantage of.

17.5. Customer details and changes thereto: The Customer agrees to supply

Blue Chip Computers with such information, documentation and signatures that Blue Chip Computers may

reasonably require at the time that the Contract is concluded, to give effect

to the payment arrangements of the Contract. Any subsequent changes

that affect the information supplied to Blue Chip Computers such as bank account or legal service address must be brought to the immediate attention of Blue Chip Computers in writing.

17.6. Whole Contract: The Contract contains the sole and entire record of the

agreement between the Parties. No Party shall be bound by any express or

implied term, representation, warranty, promise or the like not recorded in

writing and signed by both Parties or otherwise created by operation of law.

For clarity, where it appears from the context of multiple Subscriber

Agreements concluded between the Parties that they are intended to be

read as one Contract, then the Subscriber Agreements shall not be deemed

to constitute separate and divisible Contracts, and in such event, conflicting

provisions of General Terms shall be resolved with the ordinary rules of

interpretation.

17.7. Indulgences: No indulgence, leniency or extension of time which either

Party (“the grantor”) may grant or show to the other, shall in any way

prejudice the grantor or preclude the grantor from exercising any of its rights

in the future. Any indulgence or the relaxing of the provisions of the Contract

by the grantor shall not prejudice the right of the grantor to insist on the strict

compliance by the defaulting Party of its undertakings and obligations in

terms of the Contract.

17.8. Severability: In the event of any one or more of these terms and conditions

being unenforceable, the offending clauses will be severed from the

remainder of the Contract, which will nevertheless continue to be binding

and enforceable.

  1. LEGAL ADDRESS FOR SERVICE

18.1. The Parties choose the addresses set out below as their chosen place to

receive legal notices:

18.1.1. the Customer at the physical or residential address specified in the

Subscriber Contract. Where Customer has entered into multiple

Subscriber Contracts, then the physical address specified in the

Subscriber Contract most recently signed by the Customer or its

authorised representative.

18.2. All notices given in terms of this Contract shall be in writing. General notices that do not commence legal proceedings shall be sufficiently provided to either Party by way of email, or where applicable by any other electronic messaging service.

  1. CANCELLATION PROCESS

19.1. Unless Blue Chip Computers expressly agrees to the contrary in writing, Customer must

cancel services on at least 90 days’ advance notice to take effect at the end

of the Initial Period or the Renewal Period, failing which Blue Chip Computers my charge the Customer a cancellation fee.

19.2. Cancellations must be processed through the cancellation request form in the Blue Chip Computers Portal, or Customer must send a cancellation request to cancellations@bluechipcomputers.co.za The online cancellation request form will reflect the duration that is left for each Service as well as the cancellation fee (if any) of each Service. Cancellations received by email will be followed up with a quote setting out the cancellation fee (if any) of each Service.

19.3. Email cancellations must contain at least the following information:

19.3.1. The Customer’s account number; and

19.3.2. The description of the Service/s to be cancelled as is described on

the Customer’s invoice.

19.4. Blue Chip Computers will not be deemed to have received a cancellation notice unless it has

issued Customer with written confirmation of receipt and a unique reference

number. If Customer is not furnished with a unique reference number within

48 hours of transmitting its cancellation notice, Customer must escalate to

admin@bluechipcomputers.co.za

19.5. Blue Chip Computers’s processing of a cancellation request shall be without prejudice to its right to any claim that it may have in terms of this Contract. Customer acknowledges that in many instances cancellation of Services is not reversible or may attract financial penalties, and therefore Blue Chip Computers may delay the actual termination of Services after acknowledging receipt of a cancellation notice to communicate to Customer the consequences of termination and to allow Customer to withdraw a cancellation notice.

19.6. Customer shall remain liable for any Charges raised by Blue Chip Computers against the Customer’s account after the Customer has sent Blue Chip Computers a cancellation notice that is not processed in the manner set out herein

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