Notel – Unlimited Communication
Notel is a service product of Solbridge Holdings (Pty) Ltd.
Introduction
These Terms of Service (“Terms”) govern your access to and use of the website at www.notel.co.za, the Notel client portal, the Notel mobile and desktop applications, and all communication services provided under the Notel brand.
Notel – Unlimited Communication is a service product of Solbridge Holdings (Pty) Ltd (“Solbridge”, “we”, “us” or “our”). When you register for, order, activate, use or pay for any Notel service, you agree to be bound by these Terms.
Please read these Terms carefully before using our services. If you do not agree with any part of these Terms, you should not use our website or services.
These Terms should be read together with our Privacy Policy, our Cookie Policy, our Acceptable Use Policy and any service-specific terms, order forms or quotations that apply to the services you have ordered. Where a conflict exists between these Terms and a signed service order or quotation, the signed document prevails to the extent of the conflict.
Definitions
In these Terms, the following words have the meanings set out below.
“Agreement” means these Terms, together with any quotation, service order, addendum, schedule or policy incorporated by reference.
“Customer”, “you” or “your” means the person or entity that registers for, orders or uses the Services, including any authorised user acting on that person’s or entity’s behalf.
“Equipment” means any physical device supplied by us, including desk phones, handsets, routers, adapters and related hardware.
“Services” means the Voice over Internet Protocol (VoIP) telephony, hosted Cloud PBX, telephone numbers, number porting, connectivity, software, applications and any related services we provide.
“Software” means the Notel mobile applications, desktop applications, softphones, webphones and any other software we make available to you.
“User” means any individual authorised by the Customer to access or use the Services, including employees, contractors and agents.
“Business Day” means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa.
“RICA” means the Regulation of Interception of Communications and Provision of Communication-related Information Act, 70 of 2002.
“POPIA” means the Protection of Personal Information Act, 4 of 2013.
“ECA” means the Electronic Communications Act, 36 of 2005.
“ICASA” means the Independent Communications Authority of South Africa.
Acceptance of These Terms
You accept these Terms when you submit an order, sign a service order, accept a quotation, register on our website or portal, activate a service, or continue to use the Services after being notified of an update to these Terms.
Where you accept these Terms on behalf of a company or other legal entity, you confirm that you are authorised to bind that entity, and references to “you” include that entity.
If you are a natural person acting for purposes outside your trade, business or profession, you may have additional rights under the Consumer Protection Act, 68 of 2008 (“CPA”). Nothing in these Terms is intended to limit or exclude any right you have under the CPA that cannot lawfully be limited or excluded.
Eligibility and Registration
To use the Services you must be at least 18 years old and legally capable of entering into a binding agreement.
You must provide accurate, current and complete information when registering, ordering or activating a service, and you must keep that information up to date. We may suspend or terminate a service if information you have provided is false, misleading or materially incomplete.
You are responsible for maintaining the confidentiality of your login credentials for the Notel portal and any Software, and for all activity that occurs under your account. You must notify us immediately if you suspect that your credentials have been compromised or used without your authority.
The Services
We provide business and residential communication services, including hosted Cloud PBX, VoIP calling, telephone number provisioning, number porting, call routing features such as auto attendants, call queues, ring groups, call recording, voicemail-to-email, conferencing and call forwarding, as well as mobile and desktop applications that allow you to make and receive calls over an internet connection.
The specific features, extensions, numbers, users and pricing applicable to you are set out in your quotation, service order or plan description. Features may be added, modified or withdrawn from time to time in accordance with these Terms.
Certain features depend on third-party services, including internet connectivity, upstream network operators, number portability administrators and cloud infrastructure providers. We are not responsible for failures or delays caused by those third parties, although we will take reasonable steps to assist you in resolving them.
Service Availability and Quality
We will provide the Services with reasonable skill, care and diligence, and in accordance with applicable industry standards.
Unless a separate Service Level Agreement has been concluded with you in writing, the Services are provided on a best-effort basis. Because the Services depend on your internet connection and on third-party networks, we cannot guarantee uninterrupted or error-free service, and we do not warrant any specific level of uptime, latency or call quality.
You acknowledge that call quality depends on factors outside our control, including the speed and stability of your internet connection, your internal network and equipment, Wi-Fi conditions and the performance of your internet service provider.
We may carry out planned maintenance and emergency maintenance from time to time. Where reasonably practicable, we will give you advance notice of planned maintenance that may affect your Services.
We will use reasonable endeavours to notify you of network outages and service interruptions and to restore affected Services as soon as reasonably possible.
Telephone Numbers, Porting and RICA Compliance
Telephone numbers allocated to you remain the property of the relevant numbering authority or upstream network operator and are allocated to you for use during the term of your service. Numbers may need to be recalled, reallocated or changed where required by ICASA or an upstream operator, and we will give you reasonable notice where we are able to do so.
If you port a number to us, you confirm that you are authorised to port that number and that the account with your current provider is in good standing. We will share the information necessary to complete the port with your current provider and the relevant portability administrators. Porting is subject to the processes and timelines of those third parties.
If you wish to port a number away from us, we will cooperate with the receiving provider. Porting away may be declined where your account is in arrears or where regulatory requirements have not been met.
In terms of RICA, we are required to collect, verify and retain certain information and documentation before activating any service, including your full names, identity number or passport or permit number, your residential, business or postal address, and a copy or scan of your identity document or other qualifying document. Where the service is provided to a juristic person, we must also obtain the business name, business address, registration number where applicable, the identity and identity document of the representative, and a copy of the business letterhead or similar document.
We are required to retain RICA documentation for the duration of the service and for a period of not less than five years after termination. Failure to provide the required RICA information will prevent us from activating or continuing to provide the service. This retention obligation overrides any request for earlier deletion.
Your Obligations
You agree to use the Services in accordance with these Terms, our Acceptable Use Policy and all applicable law, including RICA, POPIA, the ECA and ICASA regulations.
You are responsible for providing and maintaining a suitable internet connection, a stable power supply, and any internal network, cabling or equipment on your premises that is not supplied by us.
You are responsible for all activity that occurs through the extensions, numbers, accounts and credentials allocated to you, whether or not that activity was authorised by you.
You must ensure that your Users are aware of and comply with these Terms and our Acceptable Use Policy.
You must not resell, sub-license, resupply or commercially exploit the Services without our prior written consent, unless you have entered into a separate reseller or partner agreement with us.
You must notify us promptly of any fault, interruption, security incident, suspected fraud or unauthorised use of your account or the Services.
Acceptable Use
You must not use the Services for any unlawful purpose or in any manner that infringes the rights of any person, including for unlawful interception, harassment, stalking, defamation, fraud, or the distribution of unlawful content.
You must not use the Services for the making of nuisance calls, unsolicited bulk automated calls, or any form of unlawful telemarketing. You must comply with the Consumer Protection Act and all applicable direct marketing rules when contacting third parties.
You must not attempt to gain unauthorised access to any part of our network, systems, software or the accounts of other customers, or interfere with the integrity or performance of the Services.
You must not use the Services in a manner that places unreasonable load on our network, circumvents usage limits, or degrades the experience of other customers.
We may suspend or terminate any service that we reasonably believe is being used in breach of this section, and we may report unlawful activity to the relevant authorities.
Fees, Billing and Payment
The fees payable for the Services are set out in your quotation, service order or the pricing published on our website at the time you order.
Subscription fees for recurring services are billed monthly in advance. Usage-based charges, including outbound calling, international calling, equipment and non-recurring charges, are billed monthly in arrears or as set out in your service order.
Invoices are issued monthly and are payable within seven days of the invoice date, unless otherwise agreed in writing. Payment must be made by electronic funds transfer or another method we approve, into the bank account reflected on the invoice.
You must pay all amounts due without deduction, set-off or withholding, unless you are lawfully entitled to do so and have notified us in writing.
If you dispute an invoice, you must notify us in writing within seven days of receipt, setting out the details of the dispute and the portion of the invoice you dispute. You must pay the undisputed portion by the due date. We will investigate the dispute and respond within a reasonable time, and will issue a credit note if we determine that you were incorrectly charged.
Amounts not paid by the due date may bear interest at the prime rate published by the South African Reserve Bank plus two percent per annum, calculated daily and compounded monthly in arrears.
We may require a deposit, credit check or other form of security before activating or continuing to provide a service. Where we conduct a credit or affordability assessment, we will do so in accordance with POPIA and the National Credit Act, 34 of 2005, where applicable.
All fees are exclusive of Value Added Tax unless expressly stated otherwise.
Price Changes
We may change the fees for the Services from time to time. Where a price change affects you, we will give you reasonable written notice, ordinarily at least 30 days, before the change takes effect.
Where the price you pay is directly determined by an increase imposed on us by an upstream network operator, cloud provider or other third-party supplier, we may pass that increase on to you. Where reasonably practicable, we will notify you of the increase and the date from which it applies.
If you do not accept a price increase, you may terminate the affected service on written notice before the increase takes effect, subject to payment of all amounts due up to the termination date.
Suspension and Disconnection
We may suspend or restrict a service, in whole or in part, where you fail to pay an undisputed invoice by the due date; where we reasonably suspect fraud, misuse or unlawful use; where you fail to provide or maintain the information required under RICA; where suspension is necessary to protect the integrity or security of our network or the networks of third parties; or where we are required to do so by law, by a court order or by a lawful instruction from ICASA or another competent authority.
Where reasonably practicable, we will give you written notice before suspending a service, and an opportunity to remedy the cause of the suspension. We may suspend a service without notice where the circumstances require immediate action, including fraud, security incidents and unlawful use.
We will not suspend a service for non-payment where you are disputing the invoice in good faith and have paid all undisputed amounts.
Suspension does not relieve you of your obligation to pay amounts already due, and recurring fees may continue to accrue during suspension where the service remains provisioned on your behalf.
Where a service is suspended for non-payment and you later settle the outstanding amount, we may require payment of a reasonable reconnection fee before restoring the service.
We may disconnect and terminate a service where a suspension remains unremedied for an extended period, where repeated non-payment occurs, or where the breach is incapable of remedy.
Equipment
Where we supply Equipment to you, the terms applicable to that Equipment will be set out in your service order or a separate equipment agreement.
Where Equipment is supplied on a rental, lease or loan basis, ownership remains with us and the Equipment must be returned to us in good working order at the end of the service, fair wear and tear excepted. You are responsible for the Equipment while it is in your possession and for the cost of repair or replacement where it is lost, stolen or damaged beyond fair wear and tear.
Where Equipment is sold to you outright, ownership passes to you on receipt of full payment, and the manufacturer’s warranty applies to the extent provided.
You must not modify, tamper with, reverse engineer or attempt to unlock any Equipment or Software supplied by us.
Software and Mobile Applications
We grant you a non-exclusive, non-transferable, revocable licence to install and use the Software for the duration of your service, solely for the purpose of accessing and using the Services in accordance with these Terms.
The Software may be updated from time to time. Updates may be required for the Software to continue functioning correctly, and you agree to install updates when notified.
The Software may request permissions on your device, including access to your microphone, contacts, notifications and network. You may manage these permissions through your device settings, although disabling them may prevent the Software from functioning correctly.
We do not warrant that the Software will be compatible with every device, operating system version or network configuration. Third-party application stores may impose their own terms on the download and use of the Software.
Intellectual Property
All intellectual property rights in the Services, the Software, our website, our trademarks, logos, branding and documentation belong to us or our licensors.
Nothing in these Terms grants you any right, title or interest in our intellectual property, other than the limited licence to use the Software and the Services as expressly set out in these Terms.
You must not use our trademarks, logos or branding without our prior written consent. You may identify yourself as a Notel customer, but you may not suggest a partnership, endorsement or agency relationship that does not exist.
You grant us a limited licence to use your name and logo solely for the purpose of identifying you as a customer on our website or in marketing material, where you have consented to this in writing. You may withdraw that consent at any time on written notice.
Confidentiality and Privacy
Each party will keep confidential all non-public information belonging to the other party that it receives in connection with the Services, and will use that information only for the purposes of performing its obligations and exercising its rights under these Terms.
We process personal information in accordance with POPIA and our Privacy Policy. Our use of cookies and similar technologies is described in our Cookie Policy.
Where we process personal information on your behalf, for example where you use our Cloud PBX and determine how the personal information of your own customers and staff is used, we act as an Operator and you act as the Responsible Party in terms of POPIA. In that case, we process personal information only on your documented instructions and in accordance with the applicable data processing terms.
You are responsible for ensuring that you have a lawful basis for any personal information you upload to, store in or transmit through the Services, and for providing any notices and obtaining any consents required by POPIA.
Call recording and monitoring features may only be used by you in compliance with RICA and all other applicable law. Where you enable call recording, you are responsible for notifying the parties to the call and for ensuring that the recording is lawful.
Limitation of Liability
Nothing in these Terms excludes or limits our liability for fraud, wilful misconduct, intentional misrepresentation, death or personal injury caused by our negligence, or any liability that cannot lawfully be excluded or limited.
Subject to the paragraph above, we are not liable for any indirect, special, incidental or consequential loss or damage, including loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill or loss of data, whether arising in contract, delict or otherwise.
Subject to the first paragraph of this section, our total aggregate liability arising out of or in connection with the Services in any 12-month period is limited to the fees actually paid by you to us for the affected Services during the six months preceding the event giving rise to the claim.
We are not liable for any failure, interruption or degradation of the Services caused by your internet connection, your internal network or equipment, load shedding or power failures, your own acts or omissions, or the acts or omissions of third-party providers outside our reasonable control.
You are responsible for maintaining appropriate backups of any data, configuration or content you store in or transmit through the Services.
Indemnity
You indemnify and hold us harmless against all claims, losses, liabilities, damages, costs and expenses, including reasonable legal costs on an attorney-and-own-client scale, arising from your breach of these Terms, your unlawful use of the Services, your infringement of the rights of any third party, or any claim brought against us by a third party arising from content, communications or personal information that you upload to, store in or transmit through the Services.
Force Majeure
Neither party is liable for any failure or delay in performing its obligations under these Terms to the extent that the failure or delay is caused by an event beyond its reasonable control, including acts of God, fire, flood, severe weather, load shedding, extended power failures, network or cable breaks, industrial action, civil unrest, government action, pandemics or national disasters.
The affected party must notify the other party as soon as reasonably possible of the force majeure event, must use reasonable endeavours to mitigate its effects, and must resume performance as soon as reasonably possible.
If a force majeure event continues for more than 30 consecutive days, either party may terminate the affected service on written notice without penalty, subject to payment of all amounts due up to the termination date.
Term and Termination
Services are provided on a month-to-month basis unless a fixed term is agreed in writing in your service order.
Either party may terminate a service for convenience by giving 30 days’ written notice, unless a different notice period is specified in your service order.
Either party may terminate a service immediately on written notice where the other party commits a material breach and fails to remedy that breach within 14 days of receiving written notice requiring it to do so.
We may terminate or suspend a service immediately, without notice, where you become insolvent, are placed under business rescue, provisional or final liquidation, judicial management or sequestration; where you commit an act of insolvency; where you are deregistered; or where we are required to terminate by law, by a court order or by a lawful instruction from a competent authority.
Where you terminate a service before the end of a fixed term, early termination charges may apply as set out in your service order.
Effect of Termination
On termination of a service, you must immediately stop using the terminated service and must pay all amounts due up to and including the termination date, including usage-based charges, equipment charges and any early termination charges that apply.
You must return any Equipment that belongs to us within seven days of the termination date, in good working order, fair wear and tear excepted. Where Equipment is not returned or is returned damaged beyond fair wear and tear, we may charge you the reasonable repair or replacement cost.
You remain responsible for porting any numbers you wish to retain to another provider. Where you have not ported a number, the number may be recalled or reallocated after a reasonable period following termination.
We will retain personal information and RICA documentation for the periods required by law, as described in our Privacy Policy, and will destroy or de-identify other information in accordance with that policy.
Termination of a service does not affect any provision of these Terms that is intended to survive termination, including provisions dealing with payment, confidentiality, intellectual property, limitation of liability, indemnity and dispute resolution.
Dispute Resolution
If a dispute arises out of or in connection with these Terms or the Services, the parties will first attempt to resolve the dispute through good-faith negotiation between senior representatives with authority to settle the matter.
If the dispute is not resolved within 15 Business Days of it being raised in writing, either party may refer the dispute to arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) in accordance with its expedited rules.
The arbitration will be held in Johannesburg, will be conducted in English, and will be presided over by a single arbitrator agreed by the parties or, failing agreement within 10 Business Days, appointed by AFSA.
Nothing in this section prevents either party from approaching a court of competent jurisdiction for urgent or interdictory relief, or from instituting proceedings for the recovery of undisputed amounts owing.
Both parties will continue to perform their obligations under these Terms while a dispute is being resolved, and neither party may suspend performance merely because a dispute has been declared, except where the dispute concerns the affected obligation itself.
Notices
All notices under these Terms must be in writing and may be delivered by hand, sent by prepaid registered post or sent by email.
Notices to you will be sent to the email address, physical address or portal notification channel reflected in your account details. You must keep these details up to date.
Notices to us must be sent to contact@notel.co.za or to our physical address at The Pivot, Block A, 2nd Floor, 1 Monte Casino Boulevard, Fourways, Sandton, Johannesburg, 2091.
A notice sent by email is deemed received on the date of successful transmission, unless the sender receives an automated failure notification. A notice delivered by hand is deemed received on the date of delivery. A notice sent by prepaid registered post is deemed received on the seventh Business Day after posting.
General
These Terms, together with the documents incorporated by reference, constitute the entire agreement between the parties in respect of the Services and supersede all prior agreements, representations and understandings relating to the Services, save in respect of any fraudulent misrepresentation.
No variation, amendment or consensual cancellation of these Terms is binding unless recorded in writing and accepted by both parties. We may update these Terms from time to time as described in the next section.
No indulgence, extension of time or relaxation granted by either party constitutes a waiver of any right, and no waiver is effective unless given in writing.
If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision will be severed and treated as pro non scripto, and the remaining provisions will continue in full force and effect.
You may not cede, assign or delegate your rights or obligations under these Terms without our prior written consent. We may cede or assign our rights and obligations to a successor or to an entity within our group on written notice to you.
Neither party is the agent, employee, partner or joint venturer of the other, and neither party may incur obligations on behalf of the other.
These Terms are governed by the laws of the Republic of South Africa, and the parties consent to the jurisdiction of the Magistrates’ Court having jurisdiction over them, notwithstanding that the matter may fall outside that court’s monetary jurisdiction, alternatively the High Court of South Africa, Gauteng Division, Johannesburg.
Changes to These Terms
We may update these Terms from time to time to reflect changes in the Services, changes in technology, or changes in applicable law.
The updated Terms will be published on our website with a revised “Last Updated” date. Where a change materially affects your rights or obligations, we will take reasonable steps to notify you before the change takes effect, either by email, through a notice in the Notel portal, or by another appropriate means.
If you do not accept an updated version of these Terms, you may terminate the affected service on written notice before the changes take effect, subject to payment of all amounts due up to the termination date.
Your continued use of the Services after the changes take effect constitutes your acceptance of the updated Terms.
Contact Us
If you have any questions about these Terms, or if you wish to raise a concern or dispute, please contact us.
Notel – Unlimited Communication, a service product of Solbridge Holdings (Pty) Ltd
Email: contact@notel.co.za
Telephone: 010 746 8925
WhatsApp: 068 630 7743
Address: 284 Oak Avenue, Ferndale, Randburg – Johannesburg, 2094
For information about how we handle personal information, please see our Privacy Policy. For information about how we use cookies and similar technologies, please see our Cookie Policy. For information about permitted and prohibited use of the Services, please see our Acceptable Use Policy.