1. RECORDAL
The client is desirous of renting the goods / purchasing the service from the company.
The parties have agreed that the client may rent the goods / purchase the service from the company subject to the following terms and conditions and subject to the equipment rental / sale of service agreement to which this document is attached.

2. AGREEMENT
Upon the client signing this agreement, this agreement shall constitute an irrevocable offer by the client to the company to rent the goods / purchase the service from the company. This agreement shall constitute a binding agreement only upon signature thereof by the company. Upon signature of this agreement by the company, the company hereby grants the use and enjoyment of the goods to the client / sells the service to the client, which client hereby accepts such grant of use and enjoyment / service, subject to the provisions hereof. The provisions of this agreement shall not be construed as precluding the company from:

2.4.1 refusing to conclude this agreement without assigning any reason therefore; or
2.4.2 canceling this agreement as a consequence of a request by the client to terminate this agreement, provided that, in that event, the terms and conditions attaching to the termination shall be in the company's sole and absolute discretion.

3. OWNERSHIP OF GOODS
The parties agree that the goods shall at all times be and remain the sole and absolute property of the company.
At no stage during the period of this agreement or thereafter will the client or any person on its behalf acquire ownership of the goods in terms of this agreement. On the termination of this agreement, for any reason whatsoever, the goods shall be returned to the company as provided for in paragraph 13.3 hereof and the client or any person on its behalf, shall not after termination of this agreement be entitled to retain the possession, use or enjoyment of the goods.
 

4. DURATION OF THE LEASE
This agreement shall commence on the commencement date and, unless terminated earlier under the provision of clause 14 or 18, shall continue indefinitely until terminated by either the company or the client on the giving of not less than 30 (thirty) days written notice of termination by either party to the other, provided however that:

4.1.1 The client shall not be entitled to give such written notice of termination to be effective prior to the expiry of the minimum rental / minimum service purchase period; and
4.1.2 That any such notice of termination will operate to terminate this agreement only on an anniversary of the commencement date; and
4.1.3 That any notice of termination shall be sent by prepaid registered post to the other party at the domicilium citandi et executandi set out in the agreement.
4.1.4 The duration of this contract shall run for a period of __________________________________
 

5. RENTAL / SERVICE PURCHASE PRICE PAYMENTS
Subject to the rental / service purchase price escalation specified in the agreement, the client shall pay the company the rental / service purchase price as specified in this agreement, the first payment whereof shall be due and payable on the commencement date and subsequent payments thereafter on or before the 1st day of every subsequent month (hereinafter referred to as “the rental / purchase price due date”), in advance, for the duration of the agreement.

The client shall pay the rental service purchase price by way of debit order drawn against its bank account and undertakes to complete and authorise the debit order portion of this agreement, provided below.

The client shall not be entitled to withhold any payment from the company for any reason whatsoever, nor shall the client set-off against any rental / service purchase price, any other amount payable or any present or future claim that the client may have against the company from arising whatsoever cause.

All monies paid by the client in terms hereof shall be applied in the first place to the payment of any additional amounts payable by the client to the company and the balance shall be applied to the payment of the rental / service purchase price set out in this agreement, the company may, not withstanding the above, in its own discretion and without notice to the client, apply any monies received by it from the client, in payment of any other amount due by the client to the company, whether in respect of goods sold, services rendered, monies advanced or any other debt whatsoever. The client shall forthwith settle any shortfall in the amounts due in terms of this agreement, which may arise in this manner.

6. ADJUSTMENT OF RENTAL / SERVICE PURCHASE PRICE PAYABLE
It is recorded, and the parties agree that the rental service purchase price stated in this agreement has been calculated after taking into consideration the following factors:

The prime interest rate; all bona fide importation costs including but not limited to freight, clearing, rigging, handling, packaging, insurance, transport and sales/customs/ad valorem duty; current supplier list prices; rate of exchange; short/medium term money market rates; costs of conforming to statutory obligations and/or regulations and all other similar costs (hereinafter referred to as "the price costing factors").

If any of the price costing factors change, then, without derogating from anything aforementioned, the company may adjust the rental / service purchase price so that the company maintains the internal rate of return it enjoyed immediately prior to the said change. Any adjustment to the rental / service purchase price shall take effect upon the next rental / purchase price due date following the date of such change.

7. STATUTORY AND OTHER ANNUAL LICENSE FEES (currently there are no licence fee charges)
In addition to the rental / rental purchase price payable, the company shall, at the commencement of the agreement, and in December of every year for the duration of the agreement, invoice the client for any and all statutory and other license fees applicable to the goods or use of the goods (in accordance with, inter alia, the Independent Communication Authority of South Africa). Provided that the first invoice for the statutory and other license fees (to be invoiced at the commencement of the agreement), shall be for a pro rata portion of such license fee for the period until 31 December of the year in which the commencement date falls.

The client shall, on the next rental / purchase price due date, pay to the company the amounts so invoiced in respect of the statutory and other annual license fees.

8. INTEREST ON ARREARS
The client shall pay to the company interest at the prime rate (as charged by the company's bankers or the cessionary hereof) plus 5% on all amounts overdue in terms of this agreement, calculated on a daily basis and capitalised monthly, from the due date for payment until the actual date of payment.

9. DELIVERY OF GOODS
The client shall take delivery of the goods at the client's premises on behalf of the company when such delivery is tendered.

10. INSTALLATION OF GOODS
The client shall, at it's own cost and expense ensure that the installation area/s, electrical outlets, connection requirements and access ways are suitable for the installation, passage and electrical connection of the goods when it is delivered for installation and thereafter. If special lifting tackle or rigging operations are necessary for the installation of the goods, the client shall pay for all charges connected therewith.

The company accepts no responsibility in respect of or liability arising out of such installation.
 

11. RISK AND INSURANCE OF GOODS
All risk in the goods shall pass to the client on the date on which the client takes delivery thereof and shall remain with the client until the client has  returned the goods. Subject to the provisions of this agreement, the company shall not during the period of this agreement or after the expiry thereof be liable for or guarantee any amount in respect of the value of the goods.
 

The client shall insure the goods against all insurable risks (including cover against riot damage and civil uprising) and in terms of any statutory requirements, at his own cost and the client shall, upon request by the company, render proof of payment of the premiums of all insurance policies relating to the goods.

The client hereby cedes to the company all rights, title and interest in and to the policy taken out in consequence hereof as security in respect of the performance of the client's obligations in terms hereof.

Should the company elect to insure the goods, the client shall comply with all reasonable conditions imposed by the company's insurer with regard to location and use of the goods. If the company elects to insure the goods, the client shall be liable for the insurance premiums pertaining thereto. The company shall not under any  circumstances be liable to the client in respect of any damage to person or property of whatever nature and however arising, whether direct or consequential or special, or general, resulting from-

11.6.1 the use of the goods;
11.6.2 late commissioning of the goods, whether or not such late commissioning is occasioned by any fault and/or negligence of the company;
11.6.3 the fact that the goods are not functioning properly or at all at any particular stage;
11.6.4 interruption in the delivery of service.
 

12. MAINTENANCE AGREEMENT
It is recorded that the client wishes to appoint the company to maintain the maintenance goods listed in table C for the maintenance period. It is further recorded that in the event of table C being completed, the provisions of this clause 12 shall govern the maintenance agreement in conjunction with the remainder of these terms and conditions, which shall be interpreted mutatis mutandis. The client undertakes to pay to the maintenance price (subject to the maintenance price escalation) to the company on the due date thereof. The company undertakes to maintain the maintenance goods on behalf of the client on the basis of the provisions of this clause 12.

The company shall:
12.4.1 Maintain the maintenance goods on a carry in basis only;
12.4.2 In the event of the client requiring maintenance services on site, such services will be performed at the site maintenance hourly fee stipulated in table C and travel to and from the client’s site will be charged at the prevailing AA rates per kilometer;
12.4.3 All batteries supplied by the company to the client carry the supplier warranty;
12.4.4 All damaged equipment will be charged at the company’s prevailing rate; (negligence, acts of God, malicious damages included and fair wear and tear expected)
12.4.5 Repairs and maintenance of maintenance goods subject to malicious damage or lightning damage will be performed at the site maintenance hourly fee stipulated in table C and all parts required to effect such repairs will be charged for at the company’s prevailing rates;
12.4.6 Save as otherwise provided for herein, all other repairs and maintenance services will be performed free of charge; and
12.4.7 The company undertakes to use its best endeavors to repair any components of the local network within a maximum of 24 hours after the client reports the fault to the company. The company will not be held liable for any damages suffered by the client whatsoever should the company fail to affect such repairs within 24 hours.

13. MAINTENANCE OF THE LEASED GOODS
The client shall, unless a maintenance agreement has been concluded as envisaged in clause 12 above, during the subsistence of this agreement, maintain the goods in a good state of repair, fair wear and tear excepted. The client shall make good at its own expense any damage caused to the goods arising from whatever cause including but not limited to the negligence of the client or its employees, vis major or otherwise. The client shall ensure that only suitably qualified persons nominated and approved by the company shall render all repair and maintenance service in respect of the goods.

The client shall not be entitled to any suspension, remission and/or withholding of the rental in respect of any period during which the goods is not in proper working order or not working at all.

14. SUITABILITY OF THE GOODS / SERVICE
No guarantees, warranties, representations, undertakings or promises of whatever nature (including warranties to the fitness or otherwise of the goods or the condition thereof) other than those expressly contained herein shall be of any force and effect or binding as against the company. The client acknowledges having examined the goods / service or caused the goods / service to be examined and satisfied itself as to its good condition and serviceability and agrees that no warranty as to the condition, quality or model of the goods / service or as to its fitness for any other purpose has been given, expressly or tacitly, and any implied warranty is hereby expressly excluded.

On termination of this agreement the client shall return the goods to the company at an address nominated by the company in the same condition as existed at the commencement date, fair wear and tear excepted.

THE SERVICE
Subject to the terms and conditions of this Agreement, XPRESS NETWORK SOLUTIONS will register the Subscriber for use on the Network as soon as reasonably possible and will thereafter for the term of this Agreement provide the Service. The extent of service and coverage shall be advised to the Client by XPRESS NETWORK SOLUTIONS. The Services may be adversely affected by physical features (i.e. buildings,) atmospheric conditions, topography and other cases of interference. Whilst every effort is made to uphold good quality of service, the service may be dependant on other providers for connectivity, satellite and other bandwidth etc. The local network is constantly monitored however, connectivity problems upstream (external to our network) may adversely affect all broadband service providers. Notwithstanding the provisions of the clause above the client acknowledges.

14.4.1 XPRESS NETWORK SOLUTIONS cannot, and does not, guarantee coverage, SPEED or capacity over any particular area to or from any particular place; and
14.4.2 That, upon signature of the acceptance of delivery form, XPRESS NETWORK SOLUTIONS shall be deemed for all purposes to have tested the equipment and the service provided and satisfied itself with regard to the coverage, SPEED or capacity furnished thereby.
14.4.3 Whilst there are thousands of internet applications, Xpress Network Solutions, cannot and does not guarantee that they will all work.

14 LOSS OR DESTRUCTION OF GOODS
14.1 In the event of the goods being lost, stolen, or in the opinion of the company, damaged beyond economical repair, this agreement shall terminate and the client shall pay all rental outstanding in respect of the minimum rental period.
14.2 Should the company hold any insurance policy in respect of the goods, the client shall comply with all or any lawful requirements of the insurance company concerned in regard to any claims made following upon loss, theft or destruction of the goods.
 

15 NECESSARY ALTERATION OF GOODS
Should the client or any competent authority determine, either before, during or after the installation of the goods, that any alteration or additions are required to the goods or to the client's premises to ensure the proper installation and functioning of the goods, then such alteration shall be carried out only by such technicians as may be approved by the company at the client' sole cost and expense. Such technicians shall be deemed to be agents of the client in carrying out such alterations and additions and no liability of whatsoever nature shall attach to the company in respect of such alterations or additions or manner in which they are carried out.

16 COMPANY’S RIGHT TO CEDE
16.1 The company shall without notice to the client be entitled to cede, sell, pledge and/or assign all or any of the company's rights under this agreement, and/or its right of ownership in the goods, and if such cession, sale, pledge or hypothecation take place, the client shall thereupon-
15.1.1 hold the goods on behalf of and in accordance with the instructions and directions of any such cessionary/ies in place of the company;
15.1.2 if so required by any cessionary make all payments directly to such cessionary; and
15.1.3 Unless the context otherwise indicates, any reference the company shall be deemed to include a reference to its cessionary.

17 CLIENT’S OBLIGATIONS
17.1 The client shall not, without the prior written permission of the company-
17.1.1 cede or assign any of its rights and/or delegate any of its obligations in and to and arising from this agreement;
17.1.2 remove or allow the goods to be removed from the client's premises. Such permission may be granted subject to the requirement that the goods be moved at the client's expense by the company’s agent who shall required 14 (fourteen) days written notice thereof.
17.1.3 allow the equipment to be connected to any other network provider
17.2 The client shall-
17.2.1 use the goods with care and subject to any instructions issued by the supplier or manufacturer of the goods from time to time, which  instructions shall be deemed to have been issued by the company;
17.2.2 keep the goods free from the claim of third parties and from attachment and shall not alienate or transfer the goods, encumber, either in part or as a whole, nor allow any lien to arise in respect thereof. Should the client allow the goods to become subject to any lien or attachment of any nature prior to the client making payment for all the rental in respect of such goods for the minimum rental period, and the company pays the amount due for release thereof, then such amount shall constitute a debt owing to the company by the client and shall become payable on demand;
17.2.3 permit the company and/or its authorised agents to have access to and to inspect the goods at all reasonable times;
17.2.4 advise the company of the name and address of the owner or landlord of the client's premises and/or the name and address of any subsequent owner or landlord of the same or any other subsequent premises;
17.2.5 not interfere with or allow any interference with any identification that may be affixed to the goods by the company or the supplier from time to time;
17.2.6 not use the goods in contravention of this agreement;
17.2.7 not, without the prior written consent of the company, make any alteration to the goods and all replacements and renewals of component parts and accessories and all additions and alterations to the goods during the currency of this agreement, shall be deemed to form part of the goods and shall accede to and become the property of the company without compensation payable to the client;
17.2.8 keep the goods in its own possession and control and shall not permit the same to be used by any unqualified operator or in any other manner contrary to the law or the terms and conditions of any insurance policy relating to this agreement;
17.2.9 pay and bear all value added tax ("VAT") on any rental / service purchase price and all other amounts properly chargeable with VAT, payable in terms of or pursuant to this agreement;
17.2.10 advise the company forthwith of any loss of or damage to the goods and shall, during the continuance and/or termination of this agreement, reimburse the company for all costs and expenses incurred to put the goods into good and proper order and repair, if the cause of loss or damage is attributable to the negligence or wilful conduct of the client. The client hereby undertakes to look after and care for the goods in proper, diligent and careful manner; and
17.2.11 advise the company of any intended change in the location of the client's premises at least 30 (thirty) days prior to any such change.
17.2.12 not host illegal, pornographic or other offensive websites.
17.2.13 not use this service to conduct illegal, offensive or SPAM business.
17.2.14 not publish illegal or offensive content in any way, FTP, web, e-mail, VOIP service or by any other means, using this network. Xpress Network Solutions reserves the right to: a) Immediately block offenders, b) Cancel this contract, c) Institute legal action against offenders.
17.2.16 attempt to make use of Peer to Peer Networking (Kazzaa ; Bearshare etc…) which is in any event highly restricted, both locally and by third party bandwidth suppliers. Port shaping is done to enforce this. i.e. speed will be greatly reduced or not available at all for these type of applications.
 

18 BREACH OF AGREEMENT
18.1 Should the client:
18.1.1 fail to make any payment due in terms of this agreement on due date thereof; or
18.1.2 commit any other breach of its obligations in terms of this agreement which breach shall be deemed to be a material breach; or
18.1.3 in the event of the client being a company, be placed under judicial management, whether provisionally or finally; or
18.1.4 enter into or attempt to enter into a compromise or debt arrangement with all of its creditors or any of them; or
18.1.5 allow any judgment entered against it to remain unsatisfied for a period of 10 (ten) days from the date of such judgment being granted; or failing to obtain a rescission of such judgment within a period of 14 (fourteen) days from the date of such judgment being granted; or
18.1.6 have made misrepresentations to the company in connection with this agreement or any matter relevant thereto; or
18.1.7 do or suffer to be done any act or thing which may prejudice the company's rights in and to this agreement and/or goods; or
18.1.8 being a company or close corporation be wound up, whether voluntary or by order of Court and whether provisionally or finally; or
18.1.9 not being a company, be provisionally or finally sequestrated; or
18.1.10 commit any act referred to as an act of insolvency in the Insolvency Act;
the client shall be deemed to have breached the provisions of this agreement.
18.2 Should the client be deemed in terms of paragraph 18.1 to have breached the provisions of this agreement, the company shall be entitled forthwith without prejudice to any other rights which it might have against the client -
18.2.1 to demand payment of the total outstanding balance of the rental / service purchase price for the entire minimum rental / service purchase period plus the notice period as referred to in paragraph 4.1, and any other amounts payable by the client in terms hereof, whether due for payment or not, upon payment of which amounts the client shall be entitled to the use, possession and enjoyment until expiry of the notice period; provided however if the client fails to make immediate payment as provided herein, the company shall, notwithstanding the election to claim immediate payment in terms of this sub-clause, be entitled to claim and recover the relief in 18.2.2, 18.2.3 and 18.2.4; and/or
18.2.2 to cancel this agreement, and
18.2.3 to retake possession of the goods and
18.2.4 to recover from the client -
18.2.4.1 all amounts due/or in arrear as at the date of cancellation, together with interest thereon, as provided in paragraph 5 hereof; and
18.2.4.2 all damages suffered by the company as a result of the cancellation of this agreement, which damages the client agrees shall be equivalent to the total of all amounts which, but for such cancellation, would have been payable from the date of cancellation of this agreement until the date upon which the minimum rental / service purchase period plus the notice period referred to in paragraph 4.1
hereof would otherwise have terminated by effluxion of time, less the value of the goods as at the date of recovery thereof by the company and as determined by the company (if applicable).
18.3 All costs and expenses incurred by the company in removing the goods from the client’s premises as a result of the client’s non-compliance with any provision of this agreement and/or all legal expenses incurred by the company in cancelling this agreement, recovering the goods, including attorney and own client costs, collection commission, tracing fees, the cost of any valuation, dismantling, removal and storage of the goods and all other expenses incurred in taking possession of the goods, shall be borne by the client.
18.4 the provisions of this paragraph shall not be construed as precluding the company from enforcing performance by the client under the terms and conditions of this agreement.

19 NON VARIATION
No variation, alteration, consensual cancellation or novation of/or addition to this agreement, and no waiver by the company of any of its rights hereunder, and no latitude or indulgence by the company, shall be of any force or effect unless reduced to writing and signed by both the company and the client.

20 WHOLE AGREEMENT
This agreement constitutes the whole agreement between the parties relating to the goods / service. The parties acknowledge that no agreements, representations or warranties between them regarding the goods / service other than those set out herein are binding between.

21 JURISDICTION
The client consents to the jurisdiction of any competent magistrate's court in respect of any action to be instituted against the client by the company in terms of this agreement, provided however, that nothing herein contained shall preclude company from proceeding against the client in terms of this agreement in any court of competent  jurisdiction, in which event the company shall be entitled to recover the costs of the proceedings in the said court of competent jurisdiction.

22 RELAXATION
Any latitude or extension of time which may be allowed by the company to the client in respect of any payment or other performance provided for in this agreement, or any other indulgence which may be extended by the company to the client, shall not prejudice any of the company's rights under this agreement or operate as a waiver or novation of such right.

23 GENERAL
23.1 The client selects the address indicated in the agreement as his domicilium citandi et executandi for purposes of this agreement;
23.2 Any notice sent by prepaid registered post to the client at its aforesaid domicilium citandi et executandi, shall be deemed to have been received by the client on the 5th day of the day
following posting thereof.
23.3 A certificate signed by the director, manager or accountant of the company (whose appointment as such need not be proven by the company) as to-
23.3.1 the amount of any arrears of rental / service purchase price; and/or
23.3.2 the total outstanding balance of the rental / service purchase price for the entire minimum rental / service purchase period plus the notice period referred to in paragraph 4.1; and/or
23.3.3 the amount of any payments for the account of the client as authorised by this agreement; and/or
23.3.4 any other matter relevant to this agreement,
shall be prima facie proof of the matters therein and sufficient for the purpose for which the certificate is used, as especially for the purpose of obtaining summary judgment and/or provisional sentence and for the purpose of pleadings or any other trial action against the client for the amount or amounts reflected in such certificate.
23.4 Any stamp duty payable in terms of this agreement shall be borne by the client.
23.5 The client acknowledges that all information inserted in this agreement shall be deemed correct, unless the client notifies the company to the contrary within 7 (seven) days of receipt of the client of a copy of this agreement.
23.6 Should any provision of this agreement be or be retrospectively rendered unlawful, then that unlawful provision only shall be deemed to be modified to the extent and in the manner necessary to render it consistent with the enactment rendering it unlawful, or if such modification is impossible, be deemed to be severable from the remaining provision hereof and pro non scripto. In either such event, notwithstanding anything to the contrary contained in this agreement, the company and the client respectively shall have all the rights conferred upon them by the law rendering such provision unlawful.
23.7 If 2 (two) or more clients sign this agreement, their liability shall be joint and several. If this agreement is not signed by all persons named as the client above, or by all partners of the client (if a partnership) or by all members of a close corporation (if a close corporation), this agreement shall nonetheless be and remain binding on the client who has signed this agreement or on a client being a partnership or a close corporation, (as the case may be).
23.8 This agreement shall in all matters be governed and construed in accordance with the laws prevailing in the Republic of South Africa from time to time and all disputes, actions or other matters in connection therewith shall be deemed in accordance with such law.
23.9 The client shall be liable for and pay to the company on demand any amount equal to the aggregate of the amount charged by the company's bankers in respect of any of the client's cheques, stop orders, debit orders mandates or similar payment instruction dishonoured by the client's bankers plus 25% (twenty five per centum) of that amount as an administration fee.

24 MASTER LEASE / SERVICE PURCHASE AGREEMENT
This constitutes a master lease / service purchase agreement between the parties and any goods to be rented by  the client or service to be purchased by the client at present or at any time in the future will be recorded on a schedule referring to this master lease / service purchase agreement. The terms and conditions of this master lease / service purchase agreement shall apply to and govern the lease of the goods sale of the service reflected on such schedule as though it were a separate lease / sale of service agreement concluded with effect from the commencement date in such schedule