Terms of service

MASTER SERVICES AGREEMENT

CARBON TECHNOLOGY (PTY) LTD

t/a QUIRKNET & CARBON TELECOMS

1. DEFINITIONS AND INTERPRETATION

1.1 “Agreement” means this Master Services Agreement together with:

  • all Service Orders;

  • invoices;

  • quotations;

  • the Acceptable Use Policy (“AUP”);

  • Privacy Policy;

  • Fair Usage Policy;

  • installation documentation;

  • hardware schedules; and

  • any additional service-specific terms issued by the Provider from time to time.

1.2 “Business Day” means any day other than a Saturday, Sunday, or official public holiday in the Republic of South Africa.

1.3 “CPE” means Customer Premises Equipment including, but not limited to:

  • routers;

  • ONTs;

  • antennas;

  • LTE devices;

  • wireless radios;

  • cabling;

  • power supplies;

  • Wi-Fi extenders; and

  • any related networking or communications hardware supplied by the Provider or the applicable FNO.

1.4 “ECTA” means the Electronic Communications and Transactions Act 25 of 2002.

1.5 “FNO” means the applicable Fibre Network Operator or infrastructure provider including but not limited to:

  • Openserve;

  • Vumatel;

  • Frogfoot;

  • MetroFibre;

  • Evotel;

  • Octotel;

  • Link Africa;

  • Balwin Fibre;

  • Zoom Fibre;

  • Herotel;
    or any other third-party infrastructure provider used to facilitate Services.

1.6 “Services” means all fibre, LTE, wireless, VoIP, hosting, internet access, communications, cloud, networking, managed, or related services supplied by the Provider.

1.7 “The Provider” means Carbon Technology (Pty) Ltd trading as QuirkNet and Carbon Telecoms.

1.8 “The Customer” means the natural person, company, trust, partnership, juristic entity, or subscriber reflected on the Service Order.

1.9 “Activation Date” means the date upon which the Service is first activated, provisioned, or capable of being used.

1.10 Clause headings are for convenience only and shall not affect interpretation.

2. ELECTRONIC ACCEPTANCE AND LEGAL BINDING EFFECT

2.1 In terms of Section 13 of ECTA, the Customer expressly acknowledges and agrees that:

  • electronic acceptance;

  • electronic signatures;

  • website submissions;

  • portal confirmations;

  • OTP confirmations;

  • electronic processing;

  • online checkouts; and/or

  • any digital acceptance method

shall constitute a valid and legally binding electronic signature.

2.2 The Customer warrants that:

  • they possess full legal capacity to enter into this Agreement;

  • all information supplied is accurate and complete;

  • they have read and understood these Terms; and

  • they voluntarily accept all obligations contained herein.

2.3 The following shall individually and collectively constitute irrevocable acceptance of this Agreement:

  • activation of Services;

  • use of Services;

  • payment of invoices;

  • acceptance of installation;

  • acceptance of hardware delivery;

  • login to Provider systems or portals; or

  • continued use of the Services after publication of updated terms.

2.4 The Customer acknowledges that the Provider would not provide subsidised services, installations, or hardware absent acceptance of these Terms.

2.5 The Customer waives any defence based on allegations that:

  • these Terms were not read;

  • the Terms were not specifically signed physically;

  • the Customer did not understand the implications thereof; or

  • acceptance occurred electronically rather than physically.

3. SERVICE PROVISION, NETWORK LIMITATIONS, AND FNO DEPENDENCY

3.1 All Services are supplied strictly on a best-effort basis.

3.2 The Provider does not warrant that:

  • Services shall be uninterrupted;

  • Services shall be error-free;

  • Services shall be continuously available;

  • Services shall achieve theoretical maximum speeds;

  • Services shall be latency-free; or

  • Services shall be immune from degradation or interruption.

3.3 The Customer acknowledges that the Provider relies extensively on third-party infrastructure, upstream carriers, FNOs, international transit providers, peering exchanges, wireless spectrum availability, municipal infrastructure, and electricity supply.

3.4 The Provider shall not be liable for:

  • FNO downtime;

  • maintenance windows;

  • congestion;

  • packet loss;

  • latency fluctuations;

  • throughput degradation;

  • fibre breaks;

  • cable theft;

  • vandalism;

  • civil unrest;

  • municipal infrastructure failures;

  • power outages;

  • loadshedding;

  • lightning;

  • environmental interference;

  • wireless interference;

  • acts of God;

  • force majeure events;

  • upstream routing issues;

  • DNS failures;

  • international cable failures;

  • scheduled maintenance;

  • emergency maintenance;

  • software bugs;

  • firmware issues; or

  • delays caused by third-party suppliers.

3.5 The Customer expressly acknowledges that the Provider does not receive rebates, credits, or compensation from FNOs for downtime and accordingly:

  • no rebates;

  • no refunds;

  • no credits;

  • no pro-rata reductions; and

  • no service compensation

shall be payable by the Provider for downtime originating wholly or partly from third-party infrastructure.

3.6 The Provider shall retain sole discretion regarding:

  • network engineering;

  • routing policies;

  • bandwidth allocation;

  • shaping;

  • prioritisation;

  • maintenance scheduling;

  • infrastructure upgrades; and

  • technical operational procedures.

4. CUSTOMER COOPERATION AND TECHNICAL TROUBLESHOOTING

4.1 The Customer acknowledges that internet and communications services inherently involve technical complexities and intermittent disruptions may occur.

4.2 Prior to relying on any alleged service issue as grounds for dispute or cancellation, the Customer shall:

  • cooperate fully with troubleshooting procedures;

  • provide requested diagnostics;

  • permit reasonable remote diagnostics;

  • perform reboot procedures;

  • perform ethernet testing where requested;

  • provide photographs or screenshots where requested;

  • test alternative equipment where reasonably requested; and

  • comply with reasonable technical instructions.

4.3 The Customer acknowledges that:

  • Wi-Fi performance is not guaranteed;

  • internal wiring may affect service quality;

  • third-party routers may affect performance;

  • environmental interference may affect wireless services; and

  • device limitations may impact throughput and speeds.

4.4 Failure to reasonably cooperate with technical troubleshooting procedures shall constitute a material breach of this Agreement.

4.5 The Provider reserves the right to reject, defer, or suspend fault handling where:

  • the Customer behaves abusively;

  • false information is supplied;

  • appointments are repeatedly missed;

  • the Customer refuses troubleshooting procedures; or

  • the Customer interferes with Provider or FNO infrastructure.

5. MINIMUM OPPORTUNITY TO REMEDY

5.1 The Provider shall be afforded a reasonable opportunity to investigate and remedy any alleged service issue prior to cancellation rights arising.

5.2 The Customer acknowledges that many faults require coordination with FNOs and third-party providers.

5.3 Accordingly, the Provider shall be entitled to a minimum of 14 (fourteen) Business Days from formal fault logging to investigate and attempt to remedy any persistent issue.

5.4 Where delays arise due to:

  • FNO backlogs;

  • municipal approvals;

  • infrastructure repairs;

  • supplier delays;

  • technician availability;

  • access limitations; or

  • circumstances beyond the Provider’s control,

the remedy period shall automatically extend for the duration of such delays.

5.5 Temporary outages, intermittent degradation, maintenance windows, congestion events, FNO incidents, or isolated technical failures shall not constitute repudiation of this Agreement.

6. DURATION, NOTICE, AND CANCELLATION

6.1 Unless otherwise agreed in writing, Services are supplied on a month-to-month basis.

6.2 Cancellation shall only be valid if:

  • submitted in writing;

  • processed through the designated cancellation process;

  • submitted through the Customer Portal; or

  • submitted to the designated cancellation email address.

6.3 One full calendar month’s notice is required.

6.4 Notice received during a calendar month shall take effect on the final day of the following calendar month.

6.5 Cancellation requests shall not automatically terminate Services.

6.6 The Provider reserves the right to reject, defer, or suspend cancellation requests where:

  • active faults remain under investigation;

  • FNO escalations remain open;

  • technical processes remain pending;

  • equipment remains outstanding;

  • invoices remain unpaid;

  • recovery fees remain unpaid; or

  • the Customer has failed to cooperate with troubleshooting requirements.

6.7 The Customer expressly acknowledges that temporary outages or unresolved support processes shall not entitle the Customer to:

  • immediate cancellation;

  • suspension of payments;

  • debit order reversals;

  • withholding payment;

  • repudiation; or

  • refusal to honour notice obligations.

6.8 Services and billing shall continue until:

  • notice periods expire;

  • all amounts are settled;

  • all hardware is returned; and

  • all contractual obligations are fulfilled.

7. INSTALLATION SUBSIDIES AND RECOVERY FEES

7.1 The Provider frequently subsidises:

  • installations;

  • activation fees;

  • labour costs;

  • courier costs;

  • setup charges;

  • infrastructure costs; and

  • hardware costs.

7.2 Where the Customer cancels within 12 (twelve) months from activation, a Recovery Fee of R2,500.00 shall become immediately due and payable.

7.3 The Customer agrees that:

  • the Recovery Fee is commercially reasonable;

  • the fee represents a genuine pre-estimate of loss;

  • the fee is not punitive; and

  • the fee reflects actual upfront costs incurred by the Provider.

7.4 The Provider retains sole discretion to waive or reduce such fee in writing.

8. BILLING, PAYMENTS, AND DEFAULT

8.1 All Services are billed in advance.

8.2 The Customer shall not:

  • short-pay;

  • reverse payments;

  • dispute debit orders;

  • withhold payment; or

  • deduct alleged damages

while Services remain active.

8.3 Accounts overdue by more than 24 hours may be suspended immediately without notice.

8.4 Suspension does not stop monthly charges from accruing.

8.5 Returned debit orders shall attract an administration fee of R50.00 excluding VAT.

8.6 Any debit order reversal, chargeback, or unilateral payment dispute shall constitute material breach.

8.7 The Provider reserves the right to:

  • suspend Services;

  • blacklist accounts internally;

  • report adverse payment conduct to credit bureaus;

  • recover collection costs;

  • instruct attorneys;

  • recover tracing fees;

  • recover collection commission; and

  • institute legal proceedings without further notice.

8.8 Interest shall accrue at the maximum legal rate permissible.

9. EQUIPMENT OWNERSHIP AND RETURNS

9.1 All Provider-issued equipment remains the property of the Provider unless expressly sold.

9.2 Upon termination:

  • all hardware;

  • routers;

  • ONTs;

  • LTE devices;

  • wireless radios; and

  • related equipment

must be returned within 7 (seven) Business Days.

9.3 Failure to return equipment shall result in immediate billing for full retail replacement value.

9.4 The Customer remains liable for:

  • damage;

  • negligence;

  • tampering;

  • misuse;

  • surge damage; and

  • theft occurring while equipment remains in the Customer’s possession.

10. LIMITATION OF LIABILITY

10.1 To the fullest extent permitted by law, the Provider shall not be liable for:

  • indirect damages;

  • special damages;

  • incidental damages;

  • consequential damages;

  • business interruption;

  • loss of profits;

  • reputational harm;

  • loss of opportunity;

  • loss of goodwill;

  • loss of data; or

  • productivity losses.

10.2 The Provider’s total liability for any claim shall never exceed the total amount paid by the Customer during the preceding 3 (three) months.

10.3 The Customer indemnifies the Provider against all third-party claims arising from:

  • misuse of Services;

  • unlawful activity;

  • cyber incidents;

  • security breaches;

  • illegal downloads;

  • unlawful content; or

  • Customer negligence.

11. ACCEPTABLE USE POLICY

11.1 The Customer may not:

  • resell Services;

  • redistribute bandwidth;

  • host unlawful content;

  • transmit malicious software;

  • conduct attacks;

  • abuse network resources; or

  • use Services unlawfully.

11.2 The Provider reserves the right to:

  • throttle;

  • suspend;

  • restrict; or

  • terminate

Services for network abuse or unlawful conduct.

12. POPIA AND DATA PROCESSING

12.1 The Customer consents to the processing of personal information for:

  • service delivery;

  • collections;

  • fraud prevention;

  • credit vetting;

  • support services;

  • analytics;

  • compliance; and

  • legal enforcement.

12.2 The Customer authorises the sharing of payment behaviour with registered credit bureaus where legally permissible.

13. SOCIAL MEDIA, DEFAMATION, AND COMMUNICATIONS

13.1 The Customer agrees not to publish false, misleading, malicious, defamatory, or materially inaccurate statements regarding the Provider without first affording reasonable opportunity to investigate the complaint internally.

13.2 Nothing herein prevents lawful complaints made in good faith to:

  • ICASA;

  • the Consumer Commission;

  • Ombudsman bodies; or

  • other competent authorities.

13.3 The Provider reserves the right to restrict abusive or threatening communications directed toward staff or contractors.

14. GENERAL PROVISIONS

14.1 This Agreement shall be governed by South African law.

14.2 The Customer consents to the jurisdiction of the Magistrate’s Court.

14.3 The physical address supplied during signup shall constitute domicilium citandi et executandi.

14.4 No indulgence or waiver shall constitute waiver of rights.

14.5 If any clause is found invalid, the remaining clauses shall remain enforceable.

14.6 This Agreement constitutes the entire agreement between the parties.

14.7 No verbal undertakings or representations shall be binding unless reduced to writing and signed by a director of the Provider.