Terms of Service

These Terms of Service ("Terms") govern the provision of telecommunications and related services by One Mobile Networks (Pty) Ltd (Registration No. 2015/274251/07), an ICASA-licensed Electronic Communications Network Services provider (ECNS Licence No. 0796/CECNS/MAR/2017), to its clients. By using our services, you agree to be bound by these Terms.

1. Definitions and Interpretation

"Company" means One Mobile Networks (Pty) Ltd.

"Client" means the person or entity that has entered into a service agreement with the Company.

"Services" means all telecommunications, voice, data, SMS, cloud, and related services provided by the Company, including but not limited to VoIP solutions, hosted PBX, wholesale voice, SMS services, call centre solutions (including Vicidial hosting), and cloud infrastructure.

"Agreement" means these Terms together with any applicable service order, proposal, or addendum.

"ICASA" means the Independent Communications Authority of South Africa.

"ECNS" means Electronic Communications Network Service.

Unless the context otherwise requires, words importing the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation.

2. Services Provided

The Company provides the following categories of services, subject to availability and the specific terms of the applicable service order:

• VoIP Solutions: SIP trunking, hosted VoIP, business voice services, DID provisioning, and number porting
• Hosted PBX: Cloud-based private branch exchange, unified communications, auto-attendant, IVR, and call recording
• Wholesale Voice: Carrier-grade voice termination, local and international routes
• SMS Services: Bulk SMS, transactional messaging, and API-driven SMS
• Call Centre Solutions: Hosted Vicidial platform, predictive dialing, and related call centre technology
• Cloud Infrastructure: Private cloud hosting, managed servers, and infrastructure services

Service descriptions, pricing, and technical specifications are set out in the applicable service order or proposal. The Company reserves the right to modify, suspend, or discontinue any service upon reasonable notice where required by law, regulation, or operational necessity.

3. Service Level Agreements

The Company targets a minimum uptime of 99.85% per calendar month for core voice and data services, measured from the Company's network edge. Scheduled maintenance, communicated at least 48 hours in advance, is excluded from uptime calculations.

Where a service level agreement ("SLA") is expressly agreed in writing, the remedies set out in that SLA shall apply. In the absence of a specific SLA, the Company shall use commercially reasonable efforts to maintain service availability but shall not be liable for service credits or refunds beyond those expressly agreed.

Uptime is calculated as: (Total minutes in month minus Unplanned Downtime) divided by Total minutes in month, expressed as a percentage. Unplanned Downtime excludes periods attributable to Client equipment, Client acts or omissions, third-party networks, or force majeure events.

4. Client Obligations

The Client shall:

• Provide accurate and complete information for account setup and billing
• Maintain the confidentiality of account credentials, SIP credentials, and API keys
• Ensure that all use of the Services complies with applicable South African law, including the Electronic Communications Act, RICA, POPIA, and ICASA regulations
• Notify the Company promptly of any suspected unauthorised access or security breach
• Cooperate with the Company in the investigation of any service disruption or abuse

The Client is responsible for all activity originating from its account, whether authorised or not, until the Client has notified the Company and the Company has had reasonable opportunity to implement remedial measures.

5. Acceptable Use Policy

The Client shall not use the Services, or permit the Services to be used, for any unlawful, fraudulent, or abusive purpose. Without limiting the generality of the foregoing, the following are expressly prohibited:

• Toll fraud: Unauthorised use of the Services to generate premium-rate or international calls, or any form of telecommunications fraud
• Spam: Sending unsolicited bulk SMS, voice, or other communications in violation of applicable law or industry standards
• Illegal traffic: Transmission of content or traffic that violates any law, including defamation, harassment, incitement, or infringement of intellectual property rights
• Abuse of numbering: Misuse of CLI, spoofing, or manipulation of caller identification
• Resale without authorisation: Reselling or sublicensing the Services without prior written consent from the Company

Breach of this Acceptable Use Policy may result in immediate suspension or termination of Services, without prejudice to the Company's right to claim damages. The Company reserves the right to monitor traffic for the purpose of detecting and preventing fraud and abuse, in accordance with applicable law.

6. Billing and Payment Terms

Invoices are issued monthly in advance for recurring charges and in arrears for usage-based charges, unless otherwise agreed in writing. Payment is due within 30 days of the invoice date unless a different payment term has been agreed.

All amounts are quoted and payable in South African Rand (ZAR) unless otherwise specified. Prices exclude VAT, which shall be charged where applicable. The Client shall pay interest on overdue amounts at the rate of 2% per month or the maximum rate permitted by law, whichever is lower, calculated from the due date.

The Company may suspend Services for non-payment after 14 days from the due date, having given the Client written notice. Reconnection may be subject to a reconnection fee. The Company reserves the right to require advance payment or a deposit for new clients or where creditworthiness is a concern.

7. Airtime and Usage-Based Billing

Where Services include usage-based or airtime billing (including but not limited to voice minutes, SMS units, and data consumption), charges are calculated based on the Company's metering and rating systems. Usage is rounded in accordance with the Company's standard rounding rules, which are available on request.

Prepaid airtime or credits are non-refundable and may expire in accordance with the terms of the specific product. Unused credits do not carry monetary value. The Client is responsible for monitoring usage and ensuring sufficient credit or payment capacity for ongoing Services.

Disputes regarding usage or billing must be raised in writing within 30 days of the invoice date. Failure to dispute within this period shall constitute acceptance of the invoice. The Company will investigate disputed charges and, where appropriate, issue credits or adjustments.

8. Intellectual Property

All intellectual property rights in the Services, including software, systems, documentation, branding, and methodologies, remain the sole property of the Company or its licensors. The Client receives only a limited, non-exclusive, non-transferable right to use the Services for its internal business purposes during the term of the Agreement.

The Client shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of any software or system provided by the Company, except to the extent permitted by applicable law.

9. Confidentiality

Each party shall keep confidential all information disclosed by the other party that is designated as confidential or that reasonably ought to be understood as confidential, including pricing, technical specifications, and business plans. This obligation survives termination of the Agreement.

Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, that was rightfully in the receiving party's possession prior to disclosure, or that the receiving party is required to disclose by law, provided that the disclosing party is given reasonable notice where practicable.

10. Limitation of Liability

To the fullest extent permitted by law, the Company's total liability to the Client for any claim arising out of or in connection with the Agreement or the Services shall not exceed the aggregate fees paid by the Client to the Company in the 12 months preceding the event giving rise to the claim.

The Company shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunity, whether arising in contract, delict, or otherwise.

Nothing in these Terms excludes or limits the Company's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under South African law.

11. Indemnification

The Client shall indemnify, defend, and hold harmless the Company, its directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's use of the Services in breach of these Terms or applicable law
• The Client's violation of any third-party rights
• Content or traffic transmitted by the Client or through the Client's account
• Any act or omission of the Client or its end users

The Company shall give the Client prompt notice of any claim for which indemnification is sought and shall cooperate with the Client in the defence thereof. The Client shall not settle any claim without the Company's prior written consent.

12. Suspension and Termination

The Company may suspend the Services immediately, without prior notice, where:

• The Client is in material breach of these Terms, including the Acceptable Use Policy
• There is a reasonable suspicion of fraud, abuse, or illegal activity
• Suspension is required by law or by a regulatory authority
• The Company reasonably believes that continued provision of the Services poses a risk to the Company's network or other clients

Either party may terminate the Agreement on 30 days' written notice, unless a minimum term has been agreed. The Company may terminate immediately for non-payment, material breach, or insolvency of the Client.

Upon termination, the Client shall pay all outstanding amounts. The Company may retain Client data for a reasonable period for backup and compliance purposes, after which it may be deleted. The Client is responsible for exporting any required data prior to termination.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Agreement where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labour disputes, government action, embargo, epidemic, pandemic, failure of third-party networks or power supply, or natural disaster.

The affected party shall notify the other party as soon as practicable and shall use reasonable efforts to mitigate the effect of the force majeure event. If the force majeure event continues for more than 60 days, either party may terminate the Agreement on 14 days' written notice.

14. Dispute Resolution

Any dispute arising out of or in connection with the Agreement shall first be referred to senior representatives of each party for good-faith negotiation. If the dispute is not resolved within 30 days, either party may refer it to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA) or such other mediation body as the parties may agree.

If mediation does not resolve the dispute within 60 days, the dispute shall be referred to arbitration in Johannesburg in accordance with the rules of AFSA, by one arbitrator appointed in accordance with those rules. The arbitration shall be conducted in English and the decision of the arbitrator shall be final and binding.

Nothing in this clause shall prevent either party from seeking urgent interim relief from a court of competent jurisdiction.

15. Amendments

The Company may amend these Terms from time to time. Material amendments will be communicated to the Client by email or through the Client portal at least 30 days before the effective date. The Client's continued use of the Services after the effective date constitutes acceptance of the amended Terms.

If the Client does not agree to the amended Terms, the Client may terminate the Agreement on written notice before the effective date, subject to payment of all amounts due up to the termination date.

16. General Provisions

Entire Agreement: The Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to the subject matter.

Severability: If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: No waiver of any provision shall be deemed a continuing waiver or a waiver of any other provision. Any waiver must be in writing and signed by the waiving party.

Assignment: The Client may not assign or transfer the Agreement without the Company's prior written consent. The Company may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.

Notices: Notices shall be in writing and sent to the addresses specified in the service order or to the registered address of the Company. Notices may be sent by email where receipt is confirmed. The Company's address for notices is 377 Rivonia Blvd, Rivonia, 2194, or info@omnetworks.co.za.

17. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. The parties submit to the exclusive jurisdiction of the courts of South Africa, with the High Court of South Africa, Gauteng Division, Johannesburg, as the court of first instance for any proceedings that are not subject to arbitration.

For questions regarding these Terms, please contact:
One Mobile Networks (Pty) Ltd
377 Rivonia Blvd, Rivonia, 2194
Email: info@omnetworks.co.za | Phone: 087 822 2434
Registration: 2015/274251/07 | ECNS Licence: 0796/CECNS/MAR/2017