Introduction:

1. By accessing the Vodacom Business Converged Portal Website, you agree that you have read, understood and agree to be bound by the Terms and Conditions which are posted on the Website at the time of such access and as amended from time to time.

MOBILE SUBSCRIPTION MANAGEMENT SERVICE TERMS

The Vodacom Business Converged Portal offers Authorised Users of the Customer the ability to view, manage and report on mobile Subscriptions linked to the Customers’ corporate account(s).

1. Definitions

• For purposes of the Business Converged Portal, the following words and expressions shall have the meanings given below:

• All other words, expressions and phrases not specifically defined herein shall have bear the meanings assigned to them under the General Service Terms and/or Customer Agreement or where not defined therein, their generally understood meaning in the ICT industry.

2. Commencement And Duration

• Upon accessing the Vodacom Business Converged Portal, these terms and conditions will apply.
• Either party may termination the Service by giving the other Party 30 (thirty) days prior written notice.

3. Hardware, software and internet access

• It is the Customer’s responsibility to acquire and maintain, at the Customers’ expense, the following including but not limited to the computer hardware and software, the telecommunications facilities and internet access service ("IT Facilities") in order to access and use the Vodacom Business Converged Portal.
• The Authorised User must ensure, prior to accessing the Vodacom Business Converged Portal website at any time, that the website is compatible with Company IT Facilities & policies; and the IT facilities are sufficient in order for the Authorised User to access and use the Vodacom Business Converged Portal.
• Vodacom Business will not be responsible for and will not provide any technical support to a customer. Vodacom will not be responsible for the Authorised Users inability to access and/or use the Vodacom Business Converged Portal in the event that the Customer’s and or its partners have internal technical restrictions such as firewalls, antivirus and other software requirements and restrictions

4. Charges

• Vodacom reserves the right to charge a fee for the use of the Vodacom Business Converged Portal in future at any time. Vodacom will notify the Customer 30 (thirty) days prior to implementing any charge.

5. Permitted use and access and Authorised Users

• Authorised Users: The Customer will appoint Authorised Users, who will be required to log on to a secure Vodacom Business Converged Portal to access and analyse their mobile spend across voice devices, data devices, mobile APN’s as well as telemetry devices. Where Vodacom designates that access to this Service (including ordering, managing devices and SIM’s) shall be provided only to Authorised Users.
• Vodacom may provide each Authorised User with a username and password. The Customer and the Authorised User shall make sure that such details are kept current, secure, are used only in accordance with these terms and conditions and that Vodacom is notified of the identity of Authorised Users from time to time.
• Vodacom accepts no liability for any unauthorised or improper use of any username and / or password, or for any unauthorised disclosure of usernames and passwords to third parties. Vodacom reserves the right to suspend access to the Vodacom Business Converged Portal in the event that Vodacom suspects any unauthorised activity.
• The Customer shall be bound by and liable for all acts and omissions conducted using the username and password up until the time that it informs Vodacom that those details are being used without authority. The Customer may be required to sign separate terms and conditions to enable access to a Vodacom ordering and/or management portal.
• The Authorised User may not use the Vodacom Business Converged Portal, or in any aspect thereof, in any in any manner that constitutes a violation of any law (statutory or common law) including intellectual property law, Protection of Personal Information Act, the South African data protection legislation that promotes the protection of personal information processed by public and private entities The Customer hereby indemnifies Vodacom against any claims and / or losses by Vodacom based on the breach of its obligations and the obligation of the Authorised User in terms of this clause.

6 Transaction Rights of Authorised Users

• Vodacom will grant the Authorised User access to perform certain transactions (“the Transactions”) as per association with the following roles on the Vodacom Business Converged Portal, as set out in the table below.:

• Customer acknowledges and agrees that the Authorised User shall perform the above Transactions with the Customer’s permission and accordingly, Customer shall bear the responsibility of ensuring that all such Authorised Users comply with these terms and conditions. Customer further acknowledges and agrees that it shall be liable for all breaches of these terms and conditions committed by such Authorised Users.
• The Customer will keep Vodacom updated when there is change to the Authorised user.
• Customer shall ensure that its Authorised Users comply with the following:
• ensure that Vodacom Business Converged Portal is not accessed by potential competitors or competitors to Vodacom or otherwise used for the purpose of allowing such potential competitors to bid, tender or make other offers for the wireless communications business of the Customer.
• not grant any right of access in Vodacom Business Converged Portal to any other person and or third party without the Customer and Vodacom express prior written consent.

7 Vodacom’s Obligations

• Vodacom will provide the Customer with Vodacom Business Converged Portal access and its relevant services activated and shall be upon authorisation create the onboarding profile for Authorised Users.
• The Mobile Management Service on the Vodacom Business Converged Portal will enable Customer to, inter alia, (i) monitor the spend and/or usage on each device used by the Users in terms of the General Services Terms and Customer Agreement including number of calls made, the duration of the calls, SMS’, MMS’, international calls, data usage, and any other activity on the device as prescribed by Vodacom from time to time (ii) keep records of all devices in use and the type of device i.e. voice devices, data devices, as well as telemetry devices.
• The Mobile Management Service on the Vodacom Business Converged Portal may be classified into the following categories (i) analyses by call category (ii) analysis by SIM card (iii) cost analysis by User (iv) minutes composition (v) data traffic by device (vi) site summary (vii) total daily spend by device and/or (viii) total monthly spend by device. Vodacom shall be entitled to review these classifications or categories.
• Vodacom shall use its reasonable efforts to ensure that Vodacom Business Converged Portal is available for Authorised Users, however, Vodacom does not guarantee continuous, error free or uninterrupted access to Vodacom Business Converged Portal. In the event of an error, Vodacom shall use its best efforts to rectify any errors within a reasonable timeframe.
• No representations, conditions, warranties or other terms of any kind are given by Vodacom in respect of Vodacom Business Converged Portal and all other warranties and conditions are excluded.

8 Customer’s Obligations

• Customer is solely responsible for the manner in which it utilises the Vodacom Business Converged Portal and Vodacom shall have no liability in relation thereto.
• Customer shall ensure that its computer systems and internet access speeds meet the reasonable requirements necessary for the provision of Vodacom Business Converged Portal. Vodacom may prescribe any other requirements in relation to Customer’s computer systems from time to time in writing to enable Standard Bank to utilise Vodacom Business Converged Portal.
• Customer shall use best, commercially reasonable endeavours:

8.3.1 not to use, reproduce, display or transmit Vodacom Business Converged Portal data or permit any such use of any part or all of Vodacom Business Converged Portal.

8.3.2 to ensure that the login information to Vodacom Business Converged Portal provided by Vodacom is kept secured and are not accessed by other persons than the Authorised Users.

• Customer shall –

8.4.1 ensure its use of the Service is in accordance with applicable laws and/or regulations.

8.4.2 promptly comply with all notices, instructions or directions given by Vodacom in respect of the installation, use or operation of the Service, Software and the Server; and

• Customer shall not –

8.5.1 use or permit the use of the Service or install, connect or link or use (or permit the installation, connection, linking or use) of any electronic communications service in contravention of any applicable laws and/or regulations.

8.5.2 use or permit the Service to be used, directly or indirectly, to carry or transmit (or facilitate the carriage or transmission) of any message, data or information which does not belong to, originate from, or relate to Customer or for the purpose of re-selling the Service, without the prior written consent of Vodacom.

8.5.3 permit any person to utilise the Service or the Server or Software without the explicit consent of Customer; in any event, Customer shall be solely responsible and liable for all acts or omissions of any third party utilising the Service with Customer’s permission.

• It is Customer’s responsibility to configure any alerts and/or notifications it requires to be sent to Users relating to Users usage and/or spend.

9. Consent and Authorisation for Processing Information

• Customer agrees that it has obtained, or will obtain, all necessary authorisations for transfer by Vodacom of the Information to any Vodacom affiliate and to third party subcontractors and correspondingly the Processing involved in the provision of any other services, including Vodacom Business Converged Portal.
• Customer agrees that where the User detailed data usage is required, the User should provide written consent directly to the Authorised User before the release of Information to any other third party. This is in line with the applicable Data Protection Legislation, Customer will ensure that the User provides such consent and adherence to Customer Mobile policy.
• If at any time Customer or any User objects to the transfer of Information to any process pursuant to these service terms, Vodacom may suspend the transfer and remove any Information from Vodacom Business Converged Portal, until further notice.
• If at any time Vodacom receives a notice of objection from any regulatory authority or any relevant supervisory authority with responsibility for privacy or data protection matters to the transfer or collection, processing and use of the Information, Vodacom may suspend or cease the transfer and remove any Information from Vodacom Business Converged Portal or take such other steps as the aforesaid authorities may so direct.

10. Changes

• From time-to-time Vodacom Business Converged Portal service may be enhanced or improved, for example, to provide additional or improved functionality or performance or to remedy a previously identified fault. If Customer does not have the right to approve of such enhancements or improvements, Customer may terminate this agreement by giving 30 (thirty) days written notice to Vodacom.
• Where appropriate, Vodacom shall in its sole discretion, and without being under any obligation to do so, maintain and/or upgrade the Vodacom Business Converged Portal application.

11. Support Process

• Vodacom will provide support to Customer in accordance with the support process set out under Appendix 1 attached hereto.

12. Liability & Indemnity

• Vodacom will not be liable for any failure or delay in providing Vodacom Business due to any failure or delay in Customer performing any of its obligations in terms of this agreement.
• Neither party excludes liability which cannot be excluded by law.
• Without prejudice to Clause 11 neither party shall be liable for any loss of profit, revenue, anticipated savings or goodwill or for any indirect or consequential losses, regardless of whether such losses were contemplated.
• Vodacom’s total liability to Customer in contract, delict (including negligence) or otherwise in relation to this Service shall not exceed in the aggregate, the total amount of charges paid in terms of this agreement.
• Without prejudice to clause 11 and subject to Clause 11 Vodacom shall indemnify and keep indemnified Customer against all liabilities, costs, expenses, damages and direct losses (including any penalties and legal and other professional costs and expenses) suffered or incurred by Customer arising out of or in connection with any claim made against Customer for actual infringement of a third party's intellectual property rights arising out of or in connection with use of Vodacom Business Converged Portal.
• Customer shall comply with the following requirements to benefit from the indemnity in clause 11

12.6.1 Customer shall promptly notify any claim to Vodacom, giving written details of the claim.

12.6.2 Customer shall not admit liability or make any agreement or settlement in relation to the claim (unless required by law or a court order) without the prior written consent of Vodacom; and

12.6.3 Customer shall give Vodacom all reasonable assistance at Customer’s own cost to enable Vodacom to contest or defend the claim.

12.6.4 Vodacom shall have conduct of the claim.

12.6.5 Vodacom shall not indemnify Customer under clause 11.5 if the claim: -

12.6.6 is connected to the use of equipment or services provided by Customer or third-party companies.

12.6.7 results from the combination of other products or services with the Services or intellectual property rights owned by Vodacom.

12.6.8 results from the use of the Services or intellectual property rights owned by Vodacom which is not in accordance with Vodacom’s instructions.

12.6.9 results from modifications by Customer or any third party to intellectual property rights owned by Vodacom; or

• results from any breach by Customer or a User of the provisions of this agreement.

13. Warranties

• Vodacom does not warrant that Vodacom Business Converged Portal is error free. In the event of an error, Vodacom shall use best, commercially reasonable endeavours to rectify any errors within a reasonable timeframe. Alternatively, if the parties become aware of any inaccuracy or omission in any Information, they will discuss a plan for correcting the inaccuracy or omission.
• Save as specifically set out herein, neither Vodacom and/or Vodacom make any warranty as to the results to be obtained from the use of the Service and the Service is made available to Customer on an “as-is” and “as-available” basis without warranties of any kind, either express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, accuracy or completeness of information, non-infringement or otherwise. No representations, conditions, warranties or other terms of any kind are given by Vodacom in respect of Vodacom Business Converged Portal and all statutory warranties and conditions are excluded to the fullest extent permissible by law.
• Vodacom does not represent, warrant or guarantee or assume any responsibility for the quality of the Service or of the signals or the Vodacom Business Converged Portal data transmitted as part of the Service and shall not be liable for any loss, cost, claim, damage or expense which may be caused by weak signals and/or Vodacom Business Converged Portal ager data lost.

Appendix 1 to the Vodacom Business Converged Portal Terms Service Schedule

Vodacom Business Converged Portal Support Process

SUPPORT PROCESS

1. Support services are available and will be measured against standard business day hours, namely Monday to Friday 08h00 to 17h00 (“Working Hours”).
2. Vodacom will be responsible for first line support to the Authorised User of the system.
3. Customer will advise Vodacom in writing of the names of persons authorized to make support ticket requests on behalf of Customer and any changes thereto. No support requests shall be made by personnel without such authorization.
4. Support requests will be logged either via email. Help Desk and contact telephone numbers will be available during standard business hours to report and log service requests, however the preferred means of logging any request is by email, which ensures audit tracking and is accompanied by an automated email notification workflow. All requests need to be logged, and a report number will automatically be issued to the requestor for reference purposes.
5. Support services are contactable via:
6. Email: [email protected]
7. The support request by Customer’s operative will include:
   • Name of Company
   • Account details
   • Full details of the nature of the incident and circumstances under which it occurred
   • Contents of error messages if any
   • Where applicable, steps to reproduce the incident
8. Any queries that require escalation are to be addressed to the relevant Service Delivery Manager and/or the Account Manager as designated by Vodacom.

SERVICE LEVEL AGREEMENT

8. Please note: A temporary solution to ensure the availability of the Vodacom Business Converged Portal services to our customers might be applicable in certain instances whilst the engineering teams work towards a permanent resolution, limited functionalities might be available during this time.
9. Vodacom will treat all problem reports in accordance with the following requirements:

• Acknowledge receipt of the service request by means of automated email response.
• Resolution of service request within an agreed target date / turn around duration can be renegotiated if the nature of the issue is more complex than was originally thought.
• Communicate with affected party (-ies).