Terms & Conditions
MASTER SERVICE AGREEMENT OF Rock Business Solutions

1. INTERPRETATION
1.1. ”Rock Business Solutions” means Exquesite Computers CC trading as Rock Business
Solutions, a company incorporated in the Republic of South Africa, with company
registration number 2001/067211/23
1.2. ”Equipment” is any Equipment or software supplied by or on behalf of Rock Business
Solutions to the Customer or placed at the Customer’s premises for the purpose of
providing the Services as described in this Master Service Agreement and / or Service
Order/(s).
1.3. “Customer” means the Company, Close Corporation, Firm, Partnership or Persons
contracting to receive the Services from Rock Business Solutions as set out in the Service
Order/(s) also referred to as “you” or “your”.
1.4. “Commencement Date” means the date the first Service Order/(s) is signed, this date is
deemed to be the Commencement Date of this Agreement.
1.5. “Master Service Agreement”, “Agreement” means this Agreement, Terms & Conditions,
Acceptable Use Policy (“AUP”), EULA or Annexures duly entered into between the Customer
and Rock Business Solutions which establishes the Terms and Conditions under which Rock
Business Solutions will provide Services to the Customer in the form of individual Service
Order/(s).
1.6. “Premises” means the installation address as defined in the Service Order/(s).
1.7. “Network Operator” refers to Rock Business Solutions, Neotel, Telkom, MTN, Cell C and/or
all other data and voice carriers that Rock Business Solutions interconnects with.
1.8. “Services” collectively means the Services provided to the Customer by Rock Business
Solutions, which include Rock Business Solutions Connectivity, Rock Business Solutions
Hosting Solutions, Rock Business Solutions Specialised Services and Rock Business Solutions
Voice and ancillary Services related thereto and agreed upon by the Customer on the signed
Service Order/(s).
1.9. “Service Order” is a written request by the Customer on a Rock Business Solutions Service
Order for Rock Business Solutions to provide Services to the Customer at designate premises
and/or “Data Order” shall have a corresponding meaning containing the Customer’s
personal information which the Customer expressly consents to being processed, stored and
shared (if necessary) to provide the Services in terms of this Agreement and in accordance
with the Protection of Personal Information Act, Act 4 of 2013) (herein referred to as
“Consent” for purposes of the POPIA).
1.10. “Recurring Monthly Charges” is your monthly recurring rental charges for Equipment
and Service(s), plus VAT as per the Service Order/(s).
1.11. ”Prepaid Call Usage” refers to the airtime, purchased in advance.
1.12. “Technical Site Visit” refers to the full site inspection completed at your Premises, by
a Rock Business Solutions engineer prior to installation.
1.13. “Full Contract Price” means all outstanding amounts of whatsoever nature including
Recurring Monthly Charges for the remainder of the contract as the case may be, of this
Agreement.
1.14. “The Regulator” refers to ICASA, The Independent Communications Authority of
South Africa or the Information Regulator, whichever is clear from the context.
2. APPOINTMENT AND TERM
2.1. With effect from the Commencement Date, the Customer appoints Rock Business Solutions
to provide the Services and shall continue so long as there is at least one Service Order in
place or signed.
2.2. The initial Term of any associated Service Order is set out in the Service Order/(s) and
commences on the date of signature or activation of Services whichever is earlier (the
Activation Date). Any subsequent Variation Orders will interrupt the Initial Term upon
signature thereof and the initial Term will start afresh unless otherwise agreed between the
parties. Rock Business Solutions reserves the right to change the pricing of the Services at
any time upon 30 days’ notice on its website.
2.3. The Customer acknowledges that the Master Service Agreement and Service Order/(s)
agreed in writing between the parties constitutes an irrevocable offer by the Customer,
which may be accepted or refused by Rock Business Solutions in its sole discretion.
2.4. If the Customer continues to use the Services after the expiration of the Initial Term or
relocate to new premises or fail to deliver a written notice of termination to Rock Business
Solutions no less than 1 and no more than 2 months before expiry of the initial Term, the
applicable Service Order will automatically renew for an additional term of the same length
as the previous term, alternatively a further period of 24 months. Rock Business Solutions
shall be entitled in its sole discretion to suspend, cancel, vary, or terminate the Services or
any part thereof.
2.5. If the Agreement is not terminated at the end of the Initial Term by either Party in
accordance with the provisions of clause 2.4 and where the Customer has not agreed
(tacitly or expressly) to a renewal of the Agreement for a further fixed term, the Agreement
will continue on a month-to-month basis and will be terminable by either the Customer or
Rock Business Solutions on three calendar month’s written notice to the other.
3. EQUIPMENT
3.1. Rock Business Solutions will provide Equipment as set out in the Service Order/(s) for the
provisioning of the Services. All risk in and to the Equipment shall pass to the Customer
upon delivery. Any Equipment found to be faulty or defective as a result of design, material
or workmanship shall be covered by the manufacturer’s warranty. For the duration of this
Agreement the Customer undertakes not to modify or permit the modification of the
equipment to use the Equipment only for Rock Business Solutions Services and not to allow
third party use thereof. The Equipment provided to the Customer including the software
incorporated in the Equipment and all rights in and to the Equipment will not become the
property of the Customer and will be returned to Rock Business Solutions on termination of
this Agreement unless it is purchased by the Customer by way of written purchase and sale
agreement. Damage to or the loss of the Equipment resulting from the Customer’s (or any
third party’s) negligence, theft or wilful act, will be the Customers responsibility and it
should insure against such eventualities if it deems it necessary.
3.2. Where applicable, the Customer shall ensure that space, other facilities and electricity
supply is made available to connect the Equipment required to facilitate the Services as
stipulated in a Service Order. Failure to do so may affect the provisioning of the relevant
Services.
4. ROCK BUSINESS SOLUTIONS SERVICES
4.1. The Customer shall allow Rock Business Solutions access to the Premises in order to install,
maintain, monitor, inspect, replace, or remove the Services. Failure to allow or arrange
access to/with Rock Business Solutions or their duly authorised agent or subcontractor on
more than 2 occasions will be regarded as a material breach of the Agreement and the
Customer may be held liable for the immediate payment of the full contract price as a preestimate of damages.
4.2. Rock Business Solutions, subject to availability (such as Fibre or Line-of-Sight in instances of
certain products), will install the Services and Equipment as per the Service Order/(s). The
Equipment may be connected to your existing network infrastructure. Rock Business
Solutions shall not be obliged to fix or troubleshoot any pre-existing issues that it may find
as part of the pre-installation Technical Site Visit.
4.3. Where the Customer experiences a fault with the Services, the Customer will be required to
contact our Technical Support Desk to report the fault. Maintenance will be carried out as
per the applicable Service Order/(s) or billed to the Customer in Rock Business Solutions’
reasonable discretion.
4.4. The Customer shall have no claim of whatsoever nature and howsoever arising against Rock
Business Solutions, its service providers or partners, including no right to cancel the Master
Service Agreement and Service Order/(s) or to withhold payment of any monies due in
terms hereof, should the network temporarily or otherwise fail, malfunction, provide no or
poor coverage or should any of the Services or facilities provided by Rock Business Solutions
be temporarily unavailable.
4.5. Rock Business Solutions is exempt from all liability for any loss or damage (whether direct or
consequential) and/or for any costs, claims or demands of any nature to the Customer
and/or third party arising from suspension, due to repairs and/or improvement work on the
technical infrastructure by means of which the Services are provided. Rock Business
Solutions shall endeavour to give the Customer prior notice of such maintenance work.
Upon signature hereof, you indemnify and hold Rock Business Solutions harmless from all
and any loss, injury, damage, fines, penalties and claims whatsoever and however rising
from, or connected with the Services or the Equipment whether or not such claims are
caused by any act or omission of Rock Business Solutions or anyone else.
4.6. The Customer agrees that if for any reason any of the Agreements between the Network
Operators and Rock Business Solutions are terminated so as to have the effect of Rock
Business Solutions not being entitled to render the Services, all of the rights and obligations
of Rock Business Solutions in terms of the Master Service Agreement, Service Order/(s), its
service providers, or partners may be assigned to any third party service provider, at Rock
Business Solutions’ sole discretion, without prejudice to the Customer’s rights.
4.7. The Customer undertakes to use the Services / Equipment in accordance with the Rock
Business Solutions Policies (i.e. AUP) (as published from time to time at www.rockbs.co.za)
for the purpose that the Services / Equipment are provided. In this regard LTE, Fibre and
Wireless broadband is provided as a best effort service and may be subject to network
contention ratios.
4.8. Rock Business Solutions will commence invoicing any Service/Installation charges and/or
wasted costs immediately in terms of any signed proposal should the Customer delay
installation, fail to sign the applicable Service Order or submit documents timeously.
Invoicing will be regarded as notice in terms of this clause and the Customer shall within 7
(seven) days of activation of the Services advise Rock Business Solutions whether the
Service is operating in accordance with the terms of the Service Order, failing which it shall
be deemed that the Service is operating as required and that the Customer has accepted
same.
4.9. Rock Business Solutions has the right to remove any content hosted by Rock Business
Solutions (if applicable) which Rock Business Solutions, in its sole and absolute discretion
considers illegal or for which Rock Business Solutions has received an official take-down
notice.
4.10. Rock Business Solutions has the right to suspend or terminate the service of any
Customer that does not comply with the terms and conditions, acceptable or fair use
policies, or any other contractual obligations.
4.11. Where Rock Business Solutions Services replace a similar existing Customer service,
the Customer agrees to and takes responsibility to facilitate all things (including settling
their existing Service Provider) to port their existing service numbers to Rock Business
Solutions within 90 (ninety) days from date of signature of the applicable Service Order/(s).
Failure to port service numbers to Rock Business Solutions or causing a premature port-out
request to be submitted by another service provider, is deemed a material Customer breach
of this Agreement.
5. INVOICING AND PAYMENT
5.1. Rock Business Solutions reserves the right to (1) carry out a credit check against the
Customer (which processing the customer hereby expressly Consents to in terms of the
POPI Act) to ascertain its creditworthiness and (2) subsequent to carrying out of such credit
check, request from the Customer a cash deposit, suretyship, 3 months bank statements,
proof of address and any other required documentation in its sole discretion.
5.2. The Customer shall pay Rock Business Solutions:
5.2.1.On demand or within (seven) 7 days from date of signature hereof or after the
Technical Site Visit (if applicable), a first payment of an amount equal to the Recurring
Monthly Charges plus any Non-Recurring charges detailed in the Service Order/(s).
Thereafter monthly amounts as invoiced to the Customer which will include the
Recurring Monthly Charges plus any other charges for Services requested by the
Customer. payment for the first month to be pro-rated for the period from the
Activation Date to the end of the billing cycle.
5.2.2.Invoices are payable within (seven) 7 days of the date of the invoice.
5.2.3.A recurring monthly administration charge of R150 per transaction will be charged in
respect of payment arrangements other than by Debit Order.
5.2.4.All Debit Order payments are collected by presenting an authorised Debit Order
mandate to your bank once payment is due. Rock Business Solutions is not responsible
for any charges or expenses (e.g., for overdrawn accounts) resulting from the collection
of payments.
5.2.5.Should the Debit Order be returned as unpaid, Rock Business Solutions shall without
notice to the Customer, re-run the Debit Order at any time within the month in which
the Debit Order was returned. An administration fee of R150 will be charged to you per
unpaid transaction. Rock Business Solutions is entitled to charge your bank account at
or after termination of Services for any outstanding fees including any applicable
termination fees. Questions regarding charges to an account should be directed to the
Rock Business Solutions Billing Department, billing@rockbs.co.za. All charges are
considered valid unless disputed in writing within thirty (30) days of the billing date.
Adjustments will not be made for charges that are more than 30 days old.
5.2.6.The Customer agrees that payment shall only have been made to Rock Business
Solutions when the monies remitted by the Customer have been received into Rock
Business Solutions’ bank account.
5.2.7.Any credits allowed by Rock Business Solutions in terms of promotions, calculation
and/or billing errors will be applied against the ensuing call charges or usage. Any such
balance of credits due to the Customer, will be carried forward once to the next billing
period.
5.3. The charges payable by the Customer to Rock Business Solutions for the provision or
facilitation of the Services shall be stipulated in the notice, directive, promotion, or
applicable tariff plan issued or derived by Rock Business Solutions from time to time and the
contents of such notice, directive, promotion, or tariff plan including the charges and
provisions stipulated therein shall be deemed to be incorporated in the Agreement as if
specifically set out therein.
5.4. The Customer agrees that interest shall be payable on any monies due to Rock Business
Solutions at the maximum legal interest rate prescribed in terms of the National Credit Act
from the date they fall due. Interest shall be compounded monthly in arrears.
5.5. The Customer agrees that Rock Business Solutions shall be entitled, from time to time, to
increase or vary the charges payable (i.e. as dictated by The Regulator or by extreme
currency fluctuations) by the Customer to Rock Business Solutions for the Services. Rock
Business Solutions shall endeavour to give the Customer prior notice of any such increases
or variation on the Rock Business Solutions website. If a variation is substantially to your
detriment, we will make reasonable efforts to notify you of the change.
5.6. Rock Business Solutions’ monthly statement of charges shall be prima facie proof of the
amounts owed by the Customer to Rock Business Solutions in terms hereof and of the other
facts stated herein and should the Customer dispute the number, duration or amount
charged in respect of any Services rendered by Rock Business Solutions, then the Customer
shall bear the onus of proving that Rock Business Solutions’ statement is incorrect in such
respect within thirty (30) days from the due date of such statement or invoice. The
Customer renounces all legal exceptions available to it in law including error in calculation,
no cause of action and division of accounts and the Customer consents to judgment in the
amount as reflected in this monthly statement after the aforesaid 30-days.
5.7. Rock Business Solutions shall have the right, without prejudice to any other right, to
suspend the provision of the Services where any payment to Rock Business Solutions is
overdue, having provided the Customer with seventy two (72) hours’ notice of its intention
to suspend the Services.
5.8. Should Rock Business Solutions exercise its right to suspend the provision of the Services
due to late or non-payment of any monies due in terms hereof by the Customer, then the
Customer shall pay an administration charge of at least R150, as may be levied by Rock
Business Solutions from time to time for each such non-payment, suspension, or any other
breach of this Master Service Agreement which amount shall be liable upon demand and
recoverable by Rock Business Solutions. In such an instance where Services have been
suspended, Rock Business Solutions will be entitled to allocate any subsequent payments by
the Customer, first towards interest, then administration charges and thereafter towards the
payments of any arrear products- or service charges in the sole discretion of Rock Business
Solutions.
5.9. Value Added Tax at the applicable rate on all vatable charges and services. All charges,
unless otherwise stated, exclude value added tax and the computerised accounts of Rock
Business Solutions or any certificate signed by any credit manager of Rock Business
Solutions (whose appointment need not be proved) shall be prima facie proof of all
payments made by the Customer, the validity of all charges and fees payable by the
Customer and of the amounts due by the Customer to Rock Business Solutions pursuant to
this Agreement or any applicable Service Order.
5.10. Unused services capacity. Any airtime or data bundles purchased and not used by
the end of the next calendar month shall expire and be forfeited unless the customer optsin to have the airtime or data rolled-over to the following calendar month. [If any unused
data has been rolled over, Rock Business Solutions shall in the first instance apply data usage
against the rolled over data until that data is fully depleted, and thereafter against the newly
allocated data. Save for the above rolled over data, all other airtime and data usage will first
be utilised against newly purchased data and then older airtime and data].
6. LIMITATION OF LIABILITY
6.1. The Customer hereby indemnifies Rock Business Solutions and holds Rock Business
Solutions harmless against any claim by any third party arising directly or indirectly out of
the Customer’s access to or use of the Services or information obtained through the use of
it, including without limitation of any claim due to the use of the Services for unlawful
purposes.
6.2. The Customer undertakes to pay Rock Business Solutions for the replacement or repair of
damage to the Equipment or facilities caused by negligence, theft, or wilful act of the
Customer or third party; improper use of Services; or any use of Equipment or Services.
6.3. The Rock Business Solutions Equipment installed at the Customer’s Premises remains the
property of Rock Business Solutions unless the Customer has purchased and paid for the
Equipment in full.
6.4. The Customer consents to Rock Business Solutions uplifting the equipment upon
cancellation of this agreement and waives all legal rights pertaining thereto.
7. WARRANTIES
7.1. Save as expressly set out in this Master Service Agreement, Rock Business Solutions does
not make any representations nor give any warranties or guarantees of any nature
whatsoever in respect of Rock Business Solutions’ Equipment or Services and all warranties
which are implied or residual at common law are hereby expressly excluded save for any
guarantees and warranties given by the original equipment manufacturer;
7.2. Without limitation to the generality of Clause 7.1, Rock Business Solutions does not warrant
or guarantee that the information transmitted by or available to the Customer by way of the
Services or Equipment;
7.2.1.will be preserved or sustained in their entirety;
7.2.2.will be suitable for any purposes;
7.2.3.will be free of inaccuracies, defects, bugs or viruses of any kind; and
7.2.4.will not contravene the laws of a particular country.
7.3. Rock Business Solutions assumes no liability, responsibility, or obligations in regard to any of
the exclusions set forth in this Clause 7.1 and 7.2 above.
8. BREACH
8.1. If the Customer:
8.1.1.fails to pay the Activation Fee, Recurring Monthly Charges and or any other charges in
terms of this Master Service Agreement and Service Order/(s) subscribed for on the
due date;
8.1.2.breaches any provision of the Master Service Agreement and/or Service Order/(s), all
of which are deemed to be material, and fails to remedy the breach within seven (7)
days after the dispatch of a registered, hand delivered, e-mailed or faxed letter by Rock
Business Solutions calling on the Customer to remedy the breach;
8.1.3.makes any misrepresentation during the course of this Agreement or in entering into
this Agreement;
8.1.4.abandons the Equipment or attempts to do anything which might prejudice Rock
Business Solutions’ rights in terms of this Agreement;
8.1.5.commits an act of insolvency in terms of the Insolvency Act No 1936;
8.1.6.is a Company or Close Corporation and is deregistered or liquidated or in the case of a
company placed under judicial management or business rescue, whether provisionally
or finally;
8.1.7.is a natural person and he or any one of his partners is provisionally or finally
sequestrated, or he or any one of his partners becomes subject to an administration
order;
8.1.8.ceases its business activities for longer than a period of sixty (60) consecutive days,
unless forced to do so by force majeure; OR
8.1.9.gives Rock Business Solutions notice of the termination of its suretyship, for any surety
in favour of Rock Business Solutions, for the payment of the subscription in terms
hereof; or
8.1.10. fails to port their existing service numbers to Rock Business Solutions where Rock
Business Solutions Service Order/(s) replace a similar existing Customer service; or
8.1.11. breaches this Agreement by withdrawing from it before Activation or before the end
of the Initial Term (save as provided for in clause 2.4); then
8.2. Rock Business Solutions shall without prejudice to any other right available in law be
entitled to enforce, cancel the Agreement and/or suspend its provision to the Customer of
the Services in whole or in part and/or disconnect the Customer from the network and
repossess the Rock Business Solutions Equipment and at its election claim immediate
payment of the full contract price as pre-estimate of damages, which amount shall become
due and payable forthwith; alternatively, any damages incurred as a result of the breach.
Irrespective of Rock Business Solutions’ election, Rock Business Solutions shall upon breach
be entitled to terminate this Master Service Agreement and/or any Service Order/(s) and
shall be entitled to recover all legal expenses, including legal expenses (on an attorney-andown client scale) incurred and arising directly or indirectly out of the Master Service
Agreement and/or all or any Service Order/(s).
9. DOMICILIUM AND NOTICES
9.1. The Customer and Rock Business Solutions hereby choose domicilium citandi et executandi
for all purposes of and in connection with the Master Service Agreement and Service
Order/(s) at the physical address, e-mail and fax as set forth on the face hereof or in the
Service Order/(s). Rock Business Solutions shall be entitled to give any notice in terms of the
Master Service Agreement and/or Service Order/(s) by e-mail and or fax.
10. GENERAL
10.1. The Customer cannot transfer this Agreement. This Agreement constitutes the entire
Agreement between the Customer and Rock Business Solutions with respect to your use of
the Services. In the event of conflict between the terms and conditions of any other policies
terms and condition between Rock Business Solutions and the Customer, the terms and
conditions of this Agreement shall take precedence.
10.2.Rock Business Solutions is entitled to cede its rights and/or to delegate its obligations arising
from the Master Service Agreement and/or assign this Agreement, wholly or partly, to any
third party. The Customer shall not be entitled to cede or delegate its rights and obligations
arising out of this contract, unless accepted in writing by the credit control manager or a
director of Rock Business Solutions.
10.3.The Customer warrants the accuracy of all information furnished by or on behalf of the
Customer in terms of or pursuant to the Master Service Agreement and Service Order/(s).
The Customer shall forthwith notify Rock Business Solutions in writing of any changes from
time to time in the information set out in the schedule of the face hereof and on the signed
Service Order/(s) and keep all personal information in Rock Business Solutions’ possession
up to date.
10.4.No provision herein shall be construed against or interpreted to the disadvantage of a party
by reason of such party having or being deemed to have structured, drafted or introduced
such provision.
10.5.In this Master Service Agreement the singular shall include the plural.
10.6.This Master Service Agreement in conjunction with the signed Service Order/(s) constitutes
the sole record of the Agreement between the parties in regard to the subject matter
thereof. Neither party shall be bound by any representation, express or implied term,
promise or the like not recorded herein and in the Service Order/(s) or reduced to writing
and signed by the parties or their representatives. No addition or variation of this Master
Service Agreement and the signed Service Order/(s) shall be of any force or effect unless in
writing and signed by or on behalf of the parties. No indulgence that Rock Business
Solutions may grant to the Customer shall constitute a waiver of any of Rock Business
Solutions’ rights.
10.7.The parties’ consent to the jurisdiction of the Magistrate’s Court, in respect of any action or
legal proceedings in connection with this Master Service Agreement, notwithstanding the
fact that the amount involved in such action or proceeding may be beyond the jurisdiction
of a Magistrate’s Court. Rock Business Solutions however reserves the right to institute
action or proceedings in the High Court.
10.8.Should any provision of this Master Service Agreement and the signed Service Order/(s) be
rendered unlawful, then that unlawful provision only shall be invalid, without effecting or
invalidating any of the remaining provisions of the Master Service Agreement and the
signed Service Order/(s), which shall continue to be of full force and effect.
10.9. The Customer undertakes to finance the purchase of the equipment within three (3)
working days of acceptance of this agreement, failing which the Customer instructs and
appoints Rock Business Solutions (who accepts this appointment) to finance the purchase,
complete any forms, and supply or disclose the details of this transaction to any registered
financial institution at its sole and absolute discretion and the Customer hereby expressly
Consent to processing and/or further processing of its personal information in terms of the
POPIA.
11. FORCE MAJEURE
11.1. If Rock Business Solutions is prevented from or restricted directly or indirectly from
carrying out all or any of its obligations under this Master Service Agreement and/or the
signed Service Order/(s) due to any reason or cause beyond the control of Rock Business
Solutions or by reason of force majeure, Rock Business Solutions shall be relieved of its
obligations in terms of the Master Service Agreement and Service Order/(s) during such
period.
12. MISCELLANEOUS
12.1. The Customer cannot transfer this Agreement. This Agreement, the Acceptable Use
Policy, and Rock Business Solutions’ other Agreements and policies posted on the Rock
Business Solutions website, constitute the entire agreement between the Customer and
Rock Business Solutions with respect to the Customer’s use of the Service. Rock Business
Solutions may revise, amend, or modify the Agreements at any time and in any manner.
Notice of any revision, amendment, or modification will be posted on the Rock Business
Solutions website. If a variation is substantially to your detriment, we will make reasonable
efforts to notify you of the change. The provisions of the Electronic Communications and
Transactions Act 2002 are specifically excluded and shall not apply to any ad hoc
amendments or alterations to these Standard Terms and Conditions.