1.1 In the Agreement, unless the context indicates otherwise, words defined in the Service Agreement have the meanings assigned to them there.

1.2 MediaCloud means MediaCloud Networks (Pty) Ltd, including its employees, agents and permitted subcontractors.

1.3 Services means the internet, connectivity, hosting, cloud, storage, voice, network, media delivery, support and related services selected in the Service Agreement.

1.4 Client means the person or entity contracting with MediaCloud for the Services.

1.5 Agreement means these terms together with the Service Agreement and any documents expressly incorporated into it.

1.6 Commencement Date means the date specified in the Service Agreement or, if no date is specified, the date on which MediaCloud first makes the Services available.

1.7 Initial Term means the fixed period specified in the Service Agreement.

1.8 Headings are for convenience only. The singular includes the plural and references to a person include a natural person, company or other legal entity.

2.1 The Client appoints MediaCloud to provide the Services, and MediaCloud accepts that appointment, on the terms of the Agreement.

2.2 The Agreement starts on the Commencement Date and continues for the Initial Term, subject to earlier termination under the Agreement.

2.3 After the Initial Term, the Agreement continues month-to-month at MediaCloud's then-current charges unless either party gives at least one calendar month's written notice of termination, or the Service Agreement states otherwise.

3.1 MediaCloud will provide the Services described in the Service Agreement with reasonable care and skill and in accordance with any agreed service levels.

3.2 The Client must provide safe, reasonable access to its premises, systems and facilities when required for installation, maintenance, monitoring, inspection, replacement or removal of equipment or Services.

3.3 The Client must obtain all permissions, consents, power, space, environmental conditions and internal network access reasonably required for delivery of the Services.

3.4 Any equipment supplied by MediaCloud remains MediaCloud's property unless the Service Agreement expressly records a sale. The Client must safeguard that equipment and return it on request following termination.

4.1 MediaCloud will use reasonable efforts to provide and maintain the Services during the Agreement. Unless expressly stated in the Service Agreement, the Services are not warranted to be uninterrupted, error-free or suitable for a particular purpose.

4.2 MediaCloud may suspend the Services to perform maintenance, repairs, upgrades or emergency work. Where reasonably practicable, MediaCloud will give advance notice of planned work.

4.3 MediaCloud is not liable for a failure or delay caused by an upstream provider, utility failure, Client equipment or systems, third-party services, unlawful interference, or another event outside MediaCloud's reasonable control. MediaCloud will nevertheless use reasonable efforts to assist and restore affected Services.

4.4 If a Service is unavailable for more than four consecutive hours solely because of a fault within MediaCloud's direct control, the Client may request a pro rata credit against the recurring charge for that affected Service, unless a different service credit regime is stated in the Service Agreement. The request must be made within 30 days after the incident.

4.5 To the maximum extent permitted by law, neither party is liable for indirect, consequential, special or punitive loss, or for loss of profit, revenue, business, goodwill or anticipated savings.

4.6 To the maximum extent permitted by law, MediaCloud's aggregate liability arising from an event or series of connected events is limited to the fees paid or payable for the affected Service during the Initial Term, or during the preceding 12 months if the Initial Term has expired.

4.7 The exclusions and limits in this clause do not apply to liability that cannot legally be excluded or limited, or to fraud, wilful misconduct, death or personal injury caused by negligence.

4.8 The Client indemnifies MediaCloud against third-party claims arising from the Client's unlawful use of the Services, infringement of third-party rights, or material breach of the Agreement, except to the extent caused by MediaCloud.

5.1 A party is not liable for delay or failure to perform an obligation, other than a payment obligation already due, to the extent caused by an event beyond its reasonable control. The affected party must notify the other party when reasonably practicable and take reasonable steps to minimise the effect.

5.2 If the event continues for more than 30 consecutive days and materially prevents performance, either party may terminate the affected Service on written notice without an early termination charge.

6.1 MediaCloud may suspend a Service on reasonable notice if the Client fails to pay an undisputed amount when due, materially breaches the Agreement, creates a security or operational risk, misuses the Services, or uses them unlawfully. Immediate suspension is permitted where delay would expose MediaCloud, its network or another person to material harm.

6.2 Unless the breach cannot be remedied or urgent action is reasonably required, MediaCloud will give the Client a reasonable opportunity to remedy the breach before termination.

6.3 MediaCloud may terminate the Agreement by written notice if the Client fails to remedy a material breach within the period stated in the notice, repeatedly commits material breaches, becomes insolvent or enters business rescue, liquidation or a similar process, subject to applicable law.

6.4 On termination, all accrued and undisputed amounts become immediately due. MediaCloud may recover its equipment and reasonable recovery costs. Termination does not affect rights that accrued before termination.

7.1 The Client chooses the physical and email addresses in the Service Agreement as its addresses for notices and legal process. The Client must promptly notify MediaCloud in writing of any change.

7.2 MediaCloud chooses 15 Denne Street, Sundowner, Johannesburg, Gauteng, 2188 as its physical address and accounts@mediacloud.tv as its email address for notices, unless MediaCloud notifies the Client of a replacement address.

7.3 A notice may be delivered by hand, courier or email. An email is deemed received on the first business day after transmission unless the sender receives a delivery failure notification.

8.1 The charges are stated in the Service Agreement or MediaCloud's accepted quotation and include value-added tax only where expressly indicated.

8.2 Recurring fixed charges are payable monthly in advance on or before the first day of the applicable month, unless the Service Agreement states otherwise. Usage-based and variable charges are billed in arrears.

8.3 Payments must be made in South African rand, without deduction or set-off, into the bank account shown on MediaCloud's valid tax invoice or by another agreed payment method. The Client should verify any notified change of bank details using a known MediaCloud contact channel before paying.

8.4 MediaCloud may adjust charges to reflect increased costs, supplier charges, exchange-rate movements, taxes, levies, regulatory changes or changes requested by the Client. For recurring Services, MediaCloud will give at least 30 days' written notice where reasonably possible.

8.5 If a notified increase applies to a month-to-month Service and is not required by law or caused by a Client-requested change, the Client may terminate that affected Service without an early termination charge by giving notice before the increase takes effect.

8.6 A billing dispute must be raised in writing with reasonable detail within 30 days after the invoice date. The Client must pay any undisputed portion when due.

9.1 The Client may not cede, assign, transfer or delegate its rights or obligations without MediaCloud's prior written consent, which will not be unreasonably withheld.

9.2 MediaCloud may cede or assign the Agreement to an affiliate or as part of a bona fide sale, transfer or reorganisation of its business, provided this does not materially reduce the Client's rights.

10.1 MediaCloud may appoint suitably qualified subcontractors to perform any part of the Services. MediaCloud remains responsible for the performance of its contractual obligations, subject to the Agreement.

11.1 Each party must keep confidential all non-public commercial, technical and operational information received from the other in connection with the Agreement and may use it only to perform or receive the Services.

11.2 Confidential information may be disclosed to employees, professional advisers, suppliers and subcontractors who need it for the Agreement and are bound by confidentiality obligations, or where disclosure is required by law.

11.3 This clause does not apply to information that is public through no breach, was lawfully known without restriction, is independently developed, or is lawfully received from a third party.

11.4 On termination, a party must return or securely destroy the other's confidential information on request, except for archival copies retained by law or ordinary backup processes.

11.5 This clause survives termination.

12.1 Each party must comply with applicable data protection and privacy law, including the Protection of Personal Information Act 4 of 2013, when processing personal information under the Agreement.

12.2 MediaCloud may process Client and user information to supply, support, secure, bill and improve the Services, comply with law and communicate service information. MediaCloud will apply reasonable technical and organisational safeguards appropriate to the Services.

12.3 The Client is responsible for having a lawful basis to provide personal information to MediaCloud and for configuring and using the Services in a lawful and secure manner.

12.4 Where the nature of the Services requires more detailed processing terms, the parties may enter into a separate data processing agreement.

13.1 The Client must use the Services lawfully and must not use them to infringe rights, distribute malware, send unlawful unsolicited communications, compromise security, interfere with networks, or store or transmit unlawful content.

13.2 The Client is responsible for its users, access credentials, devices, content and traffic. It must promptly notify MediaCloud of suspected unauthorised access or security incidents affecting the Services.

13.3 Any acceptable use or security policy expressly incorporated in the Service Agreement forms part of the Agreement. A material or urgent violation may result in suspension under clause 6.

14.1 A party must first refer a dispute to a senior representative of each party for good-faith resolution. If unresolved within 10 business days, either party may refer it to arbitration, except where urgent or interim court relief is required.

14.2 The arbitration will be conducted in Johannesburg, in English, by one arbitrator under South African arbitration law. The parties must agree the arbitrator, failing which the Arbitration Foundation of Southern Africa may appoint the arbitrator on either party's request.

14.3 The proceedings and award are confidential. The award is final and binding and may be made an order of a court of competent jurisdiction.

14.4 Nothing in this clause prevents either party from pursuing undisputed debt collection or any remedy available to a consumer under applicable law.

14.5 This clause survives termination.

15.1 Clauses that by their nature are intended to continue after termination survive, including provisions on payment, liability, confidentiality, data protection, dispute resolution and accrued rights.

15.2 The Agreement is the entire agreement concerning its subject matter and replaces prior discussions or representations, without excluding liability for fraud.

15.3 A change to the Agreement is effective only if recorded in writing and accepted by authorised representatives, except for a charge or policy update expressly permitted by the Agreement.

15.4 A delay or indulgence is not a waiver. A waiver is effective only if in writing and applies only to the specific instance for which it is given.

15.5 If a provision is unlawful or unenforceable, it must be treated as modified to the minimum extent necessary, or severed if modification is not possible. The remaining provisions continue in force.

15.6 The Agreement is governed by the law of the Republic of South Africa. Subject to clause 14, South African courts have jurisdiction.

15.7 The Client warrants that information supplied to MediaCloud is accurate and that the person accepting the Service Agreement is authorised to bind the Client.

15.8 The Services may be extended or changed by a written order, accepted quotation, signed variation or other clear written instruction from an authorised Client representative that MediaCloud accepts.