Itaga Trading Terms & Conditions

In this agreement and all appendices hereto, unless inconsistent with or otherwise indicated by the context, the following words and expressions bear the meaning assigned to them and cognate expressions bear corresponding meanings:

• “Access Build”. civil construction and maintenance works required at the Customer’s Premises to connect the Network Services to the Customer.
• “Activation” the enabling of the Services by the Network Provider at the Customer Premises.
• “Activation Fee” the charges incurred by ITAGA for the activation of the Network Services and charged by ITAGA to the Customer in respect of ITAGA’s Fee Tariffs.
• “Authentication” the process through which the Customer authenticates their internet connection.
• “Authority” the Independent Communications Authority of South Africa established in terms of the Independent Communications Authority of South Africa Act 13 of 2000.
• “Charges” Installation Fee, Activation Fee, Monthly Service Fee, usage and all other charges relating to the provision of the Services to the Customer.
• “Fibre Infrastructure” means the fibre cable infrastructure installed on the Premises and connected to each sectional title unit in the Premises/Site including without limitation, ducts and ducting, conduits, sleeves, trunking infrastructure installed optical fibre cables (complex backbone and drop cable into individual unit’s/guard house) dome joints, street cabinet(s) and Termination Points, end point equipment, hubs and centres (as the case may be) in each unit(s) and the guard houses up to and including the ONT;
• “ Grant of Access Rights” means the rights granted to Itaga Trading to access the site/premises for the supply, construction and installation of the
• “Internet Service Provider/ ISP”-means a company that provides customer with internet access.
• “ONT” means an Optical Network Terminal (also called the modem) that connects to the Termination Point with an optical fibre cable.
• “Open Access” refers to a type of network that is horizontally layered; this enables accredited internet service providers to deliver internet services over the end user.
• “Parties” means the Customer and ITAGA TRADING and “Party” shall mean any one of them as the context may indicate.
• “POPIA” means the Protection of Personal Information Act 4 of 2013 and its applicable regulations, as amended.
• “Process” in relation to Personal Information shall mean any operation or activity or any set of operations, whether or not by automatic means,

concerning Personal Information, including: the collection, receipt, recording, organisation, collation, storage, updating or modification, retrieval, alteration, consultation or use; dissemination by means of transmission, distribution or making available in any other form; or merging, linking, as well as restriction, degradation, erasure or destruction of information.

• “RICA” means the Regulation of Interception of Communication and Provision of Communication Information Act 70 of 2002, as amended/replaced from time to time, and its related provisions, which apply to ITAGA TRADING and subscribers of its services.
• Service Confirmation” means the notice to the Customer detailing the nature of the Network Services delivered, the products, costs and fees, the Activation Date and other applicable terms after completion of any Access Build or
• “SLA” means the Service Level Agreement to be entered into with the Customer for the provision of the services.
• “Site” means the premises at which the services are to be
• “Signature Date” means the date of signature of this Agreement by the Party last signing in time.
• “Social Media Platforms” means internet based social media platforms in their various forms.
• “ Termination Fees” means fees charged by Itaga for cancellation of the services outside the contract/ service time periods.
• “Terms and Conditions" means the current version of these standard terms
• “Termination Point” means the point where the drop cable terminates in a unit or similar premises to which ITAGA TRADING can deliver access to the FTTH/B Service and other network services; and
• “Works” means the supply, construction and installation by ITAGA TRADING of the Fibre Infrastructure and Distribution Equipment on the Premises and shall include without limitation, trenching, construction, installation of ducts, drilling, laying of cables, installation of optical network terminals and end point equipment, battery pack and back up equipment, foundations, flooring, paving, piping, fixtures and fittings and all necessary and related structures required by the FTTH/B Infrastructure at the Premises as per the approved detailed design plan that is agreed to by both parties.
• “Social Media Platforms” means internet based social media platforms in their various forms.
• “The CPA” means the Consumer Protection Act 68 of 2008 and its applicable regulations as amended.

In order to provide the FTTH/B services:

• ITAGA may need to conduct an economic and network feasibility process through a detailed survey and evaluation of the Premises/Site to determine if

the Fibre Infrastructure installation is technically feasible and prepare a Design Specification and Plan for the Premises; and in doing so;

• Itaga may require information from other Network Providers.The Customer, authorises Itaga Trading to approach any Network Provider or other party to obtain such information.
• Commencement of the fibre installation shall only be on condition that ITAGA is able to secure all required municipal, environmental and other permissions and consents that may be required in terms of applicable laws, prescription by any regulator or contractual obligations as being necessary for installation and operation of the Fibre Infrastructure and the Works.
• In the event that Itaga, at its sole discretion, determines that it would not be feasible to proceed with the services, or fails to secure any of the authorisations required as provided in clause 2.3 above, then this Agreement shall be of no further force and effect and –
• no Party shall have any claim against the other arising out of or in connection with this Agreement; and;
• to the extent that this Agreement may have been partially implemented, the Parties shall be restored to their positions as if no implementation has commenced.

In the event that Itaga determines it feasible to proceed with the provision of the services and upon securing all regulatory authorisations:

• Itaga trading shall deploy its Distribution Equipment and Fibre Infrastructure within the Premises/Site at its sole cost and expense.
• All such equipment and fibre reticulation deployed within the Premises/Site from a specified and agreed aggregation point to the end customer will be owned, managed, supported and configured by ITAGA TRADING.
• All the components of the Fibre Infrastructure and Distribution Equipment shall be regarded as movable property despite the manner in which it is affixed to the Premises.
• To ensure that the Fibre Infrastructure always performs optimally, the customer shall ensure that the Fibre Installation and Distribution Equipment shall be kept safe and secure and shall not be tampered with by any third party.
• The maintenance and upgrading of the Fibre Infrastructure shall be the sole responsibility of ITAGA TRADING or ISP who may have an agreement with Itaga Trading. ITAGA TRADING or ISP shall perform maintenance on the FTTH/B Network at times to be agreed by the Parties (ISP).
• The Parties record that it is a material term of this Agreement that the FTTH/B Network is Open Access, and no Party shall act in an anti-competitive manner, or create barriers to entry, which in any way undermines the Open Access

• Notwithstanding the provisions of clause 3 and its sub-paragraphs above, Itaga may elect to sale or lease the FTTH/B infrastructure to an ISP for the provision of Internet Services to the Customer.
• The ISP shall be selected from among other ISPs and approved by the Customer after consideration of its service and other attendant charges for the provision of the Internet services.
• In the event of an outright sale of the infrastructure to an ISP, all such equipment and fibre reticulation deployed within the Premises/Site from a specified and agreed aggregation point to the customer will be owned, managed, supported and configured by the ISP.
• The maintenance and upgrading of the Fibre Infrastructure shall be the sole responsibility of the ISP.
• In the event of a lease of the infrastructure to an ISP, the infrastructure shall remain the property of Itaga and the provisions of paragraph 3 and its subparagraphs above shall mutatis mutandis apply save that the maintenance of the infrastructure shall be as agreed between Itaga and the ISP from time to time for the duration of the lease.

• In the event of the Premises/Site being destroyed or damaged for any cause after the installation of Fibre Infrastructure to the extent that the Fibre Infrastructure can no longer be utilised, this Agreement shall terminate forthwith unless the Parties are able to negotiate alternative arrangements.
• Post installation of the Fibre Infrastructure, and subject to the foregoing, ITAGA TRADING shall not be liable for any damages to the Premises and /or any buildings thereon when performing the installation, operation or maintenance of the Fibre Infrastructure or Works which arise as a result of a pre-existing condition, defect or instability of the Premises/ Site, dwelling, unit or any

• The Customer agrees that the Fibre Infrastructure, Distribution Equipment and FTTH/B Network (including any related equipment) will remain the property of ITAGA TRADING until all the processes of transfer has been completed with the ISP as contemplated in clause 4 above.
• The Customer will not bind or oblige Itaga trading in any oral or written contract
• The Customer will support any processes where municipal way-leave applications may require community support.

In addition, the Customer shall:

• co-operate with and assist ITAGA TRADING on a reasonable basis to enable Itaga Trading to implement the Fibre Infrastructure.
• provide ITAGA TRADING with all information that is necessary for the installation of the Fibre Network and the performance of the FTTH/B Services, including without limitation, name(s) of owners and addresses (including contact telephone number(s) and email addresses) of each residence or

dwelling with a Termination Point (if applicable), and such other information as is required for RICA purposes.

• provide ITAGA TRADING with reasonable access to its personnel, premises and facilities (if applicable) reasonably necessary in order to enable the Itaga trading to install the FTTH/B Network and render the FTTH/B Services.
• facilitate access for ITAGA TRADING to any other premises or facilities required to enable the Itaga trading to render the FTTH/B Services; and
• publish and publicize its support of the FTTH/B Services within the rules of the Customer; and
• ensure that all project related communication is distributed to all residents (if applicable)during the project phase.
• Where possible, the Customer shall provide space to install the required equipment, Fibre Infrastructure and Distribution Equipment. This includes access to current infrastructure (if applicable) i.e. provision for electricity, existing ducts and manholes.
• The Customer acknowledges that any and all of the trademarks, trade names, copyrights, patents and other intellectual property rights used or embodied in or in connection with the ITAGA TRADING FTTH/B Services belong to and shall be and remain the property of ITAGA TRADING or ISP and save as set out herein, nothing contained in this Agreement shall be construed so as to confer on the Customer any copyright or other intellectual property rights.
• The Customer shall ensure that the manholes that provides access to the Fibre Infrastructure and the Fibre Infrastructure is maintained and kept in good serviceable order, and as far as possible that no environmental damage takes place, or third parties cause damage to the Fibre Infrastructure.
• The Customer shall hold ITAGA TRADING harmless from and against any loss, injury or damage to the Fibre Infrastructure and Distribution Equipment howsoever caused as a result of the action or negligence of or by the Customer, its employees, directors and agents, residents and owners of units of the Property, and their invitees, (where applicable) and including but not limited to any third party contractor and any damage resulting from environmental causes including insects, rodents, animals and other vermin.

ITAGA TRADING undertakes to and in favour of Customer that:

• The Fibre Infrastructure’s reticulation shall include the installation of sufficient infrastructure to accommodate all the residents of the Premises and shall be provisioned at no cost to the Customer unless otherwise requested and agreed to by both parties in writing.
• Subject to the feasibility study and business case evaluation, the installation of any equipment on a resident’s property will be at no cost to the resident unless and until a formal order for the connection of FTTH/B Services is received from a resident for a communication service. It is a condition to access a communication service that the resident indicates an interest in the installation of a Termination Point within the resident’s premises, before the deadline communicated to the Customer in the rollout plan proposed for the Premises.
• A resident is under no obligation to allow the installation of any equipment on their premises.

ITAGA TRADING warrants that:

• ITAGA TRADING possesses and has the knowledge, skills and expertise necessary to enable it to render the FTTH/B Services.
• it shall render the FTTH/B Services in accordance with the agreed specifications and service levels subscribed to by the resident as contained in its standard terms and conditions for the FTTH/B Service.
• it shall ensure that any of its personnel or sub-contractors utilised by it in rendering the FTTH/B Services or any part thereof, will perform their duties and functions as agreed under this Agreement.
• it shall ensure that its personnel take all reasonable steps to safeguard their own safety and security, and the safety and security of any other person who may be directly affected by their actions.
• it shall use any Customer systems, equipment or common property (“Customer’s Property”) necessary to perform the FTTH/B Services with the utmost care and will comply with the Customer’s reasonable internal rules and regulations as may be communicated to Itaga trading from time to time in writing for the use of such Customer Property.
• it shall comply with all legislation in respect of all aspects of the rendering of the Services; and
• it shall adhere to Best Industry Practice relating to the health and safety, as varied from time to time.
• ITAGA TRADING acknowledges that it may only commence with the Fibre Infrastructure installation once the Property survey and Property design has been completed and approved by the Customer and the necessary council approvals have been obtained.
• In the event that ITAGA TRADING offer the Customer the option to install fibre infrastructure for the purpose of connecting surveillance cameras to a central identified location (typically the security guardhouse/gate house or a control room), the following conditions will apply:

1. the specifications must be included in the Design Specification and Plan phase, i.e., it must be noted that the location of the camera points is required when the initial survey is being done.
2. the approved plans must include the details of the camera points prior to starting of the project.

• if additional camera points are required, after the commencement of the project, ITAGA TRADING will consider such requests, however, the cost thereof will be for the account of the Customer.

1. ITAGA TRADING will only provide dark fibre pairs to the camera ITAGA TRADING will not provide any power, switching and/or transmission equipment to transmit the video signals over the fibre.
2. ITAGA TRADING will only be responsible for the maintenance of the fibres or ISP to who infrastructures/Assets will be transferred to (where it forms part of the installed ITAGA TRADING fibre infrastructure); and not for any of the equipment and/or setup and configuration thereof, including the power supply equipment and cameras.
3. ISP will approve and appoint maintenance contractors may repair fibre breaks/faults where the camera fibres are part of the ITAGA TRADING fibre infrastructure; refered to hereunder.

• ITAGA TRADING will only terminate (i.e. connect rise) the fibre at the aggregation points in a patch panel (i.e. only at one end). The

camera/security supplier/s or contractor/s of the Customer will be responsible to terminate the fibre at the camera end with a suitable connector.

• ITAGA TRADING will supply the patch panel at the aggregation point, but not a cabinet and/or enclosure in which to install the patch panel. The Customer shall be responsible to supply such enclosures or

1. fibre for cameras will only be provided to points, which are included and indicated in the Design Documentation, and which is approved and signed by the Customer. The design documentation must include the aggregation point i.e. the location where all the camera fibres must
2. ITAGA TRADING provides 3 camera points per 20 units. Therefore, a complex comprising 100 units qualifies for 15 free camera points. Should additional camera points be required, ITAGA TRADING will consider such requests, however, the cost thereof will be for the account of the Customer.
3. fibre will only be provided to points within a 15m radius of the planned and installed ITAGA TRADING fibre infrastructure. If camera points at isolated locations (e.g. the boundary fence or common areas) are required that is further than 15m from the planned and installed ITAGA TRADING infrastructure, then ITAGA TRADING will provide a distribution point with adequate fibre capacity at a location within a 15m radius of the planned and installed ITAGA TRADING infrastructure and the Customer shall be responsible to provide the fibre from the distribution point to the required camera point. ITAGA TRADING will, however, assist and support the Customer to plan and install the fibre from the distribution point to the required camera point and will make ITAGA TRADING’S contractor available to install the fibre if it is scheduled during the project implementation phase. This work and supply of materials will be for the cost of the Customer; and

• cost of repairs to security infrastructure is for the Customer account where it does not form part of the ITAGA TRADING fibre infrastructure (additional requirements)

• The Parties record that ITAGA TRADING may use subcontractors to install the Fibre Infrastructure and in rendering the FTTH/B Services.
• ITAGA TRADING shall remain solely responsible to the Customer for the fulfilment of its obligations in terms of this Agreement.
• ITAGA TRADING shall ensure that all subcontractors utilised are stable and sound businesses that utilise Best Industry Practice and comply with the law.
• The Customer shall have the right to do background and security checks on all subcontractors and their staff, at its own cost.
• ITAGA TRADING and/or its authorised employees and/or contractors shall be responsible to obtain the necessary permission from the individual residents (if applicable) in respect of the installation on his/her property at a time that suits all parties. The Grantor is under no obligation to arrange access to the individual
• The Customer shall upon signing this Agreement and after receiving reasonable notification grant to ITAGA TRADING and its authorised employees and contractors’ access to the Property to commence with the necessary surveys and preparation

• Each Party agrees to keep the Confidential Information secret and not to disclose same to any third party without the prior written consent of the other Party.
• Either Party may need to provide, collect, use, store or process Confidential Information and personal information of the other Party in order to comply with its obligations in terms of this Each Party accordingly hereby consents to such collection, use, storage and processing where the need reasonably arises, subject to compliance with the further provisions of this clause 9.
• Each Party shall only provide, collect, use, store or process personal information of the other Party:
  • in compliance with the applicable RSA legislation; and
  • as is reasonably necessary for the purposes of this
• Notwithstanding anything to the contrary as may be contained in this Agreement and subject to the requirements of the law, the Customer may share Confidential

Information and personal information of Itaga trading with its personnel, where necessary in connection with this Agreement, and Itaga trading may share the Customer's Confidential and personal Information with its personnel and associates where necessary in connection with this Agreement.

• The Customer and ITAGA TRADING may for purposes of the collection, use, storage or processing thereof, need to transfer the Confidential Information and/or personal information of the other Party to:
• an outsourced information technology service provider; or
• another country for legitimate business purposes, including the use of cloud- based solutions.
• The Customer will, in relation to clause 9.4 above, endeavour to ensure that any outsourced service provider, or foreign legal entity involved in the collection, use, storage or processing, undertakes to ensure that such Confidential Information or personal information is protected with the same level of protection as is required in terms of this Agreement.
• The Customer or ITAGA TRADING/ISP (where applicable) warrant that they have obtained written consent from all applicable data subjects, including but not limited to, in the case of the Customer, the relevant personnel, for the collection, use, storage, processing or transfer of such data subjects’ Personal Information whenever this is required for purposes of this Agreement.

The provisions in these paragraphs are reiterated as follows:

• IN ORDER TO RENDER THE SERVICES OR TO COMPLY WITH THE OBLIGATIONS IMPOSED ON ITAGA IN TERMS OF THESE TERMS AND CONDITIONS, ITAGA WILL NEED TO PROVIDE, COLLECT, USE, STORE OR PROCESS THE PERSONAL INFORMATION OF THE CUSTOMER. THE CUSTOMER HEREBY AUTHORISES SUCH COLLECTION, USE, STORAGE AND PROCESSING WHERE THE NEED ARISES, SUBJECT TO COMPLIANCE WITH THE FURTHER PROVISIONS OF THIS CLAUSE.

• ITAGA SHALL COMPLY WITH ITS OBLIGATIONS UNDER POPIA IN RESPECT OF ALL PERSONAL INFORMATION PROCESSED BY IT IN CONNECTION WITH THESE TERMS AND CONDITIONS AND THE SERVICES.

• ITAGA SHALL ONLY PROVIDE, COLLECT, USE, STORE OR PROCESSPERSONAL INFORMATION:
• AS IS NECESSARY FOR THE PURPOSES OF THESE TERMS AND CONDITIONS AND THE SERVICES.

• FOR MAINTAINING ITS INTERNAL ADMINISTRATIVE PROCESSES, INCLUDING QUALITY, RISK, CLIENT OR VENDOR MANAGEMENT

• FOR INTERNAL     AND    EXTERNAL BUSINESS-RELATED PURPOSES AND STATISTICAL OR RESEARCH PURPOSES; AND

• IN ACCORDANCE WITH THE LAWFUL AND REASONABLE INSTRUCTIONS OF THE CUSTOMER PROVIDING THE PERSONAL INFORMATION.

ITAGA SHALL:

• COMPLY WITH THE SPECIFIC SECURITY AND PERSONAL INFORMATION PROTECTION OBLIGATIONS IMPOSED ON IT IN TERMS OF POPIA.

• WHERE APPLICABLE, COMPLY WITH THE SPECIFIC OBLIGATIONS IMPOSED ON IT IN TERMS OF POPIA IN RESPECT OF THE SPECIFIC ROLE IT FULFILS IN TERMS OF PROVIDING THE SERVICES AS AGREED BETWEEN THE PARTIES; AND/OR

• TAKE, IMPLEMENT AND MAINTAIN ALL SUCH TECHNICAL AND ORGANITIONAL SECURITY PROCEDURES AND MEASURES NECESSARY OR APPROPRIATE TO PRESERVE THE SECURITY AND CONFIDENTIALITY OF THE PERSONAL INFORMATION IN ITS POSSESSION AND TO PROTECT SUCH PERSONAL INFORMATION AGAINST UNAUTHORISED OR UNLAWFUL DISCLOSURE, ACCESS OR PROCESSING, ACCIDENTAL LOSS, DESTRUCTION OR DAMAGE.
• ITAGA MAY SHARE THE CUSTOMER’S PERSONAL INFORMATION WITH ITS CONTRACTORS, EMPLOYEES, PROFESSIONAL ADVISORS OR OTHER THIRD PARTIES WHERE NECESSARY IN ORDER TO PROTECT THE LEGITIMATE INTERESTS OF ANY OF THE PARTIES OR IN CONNECTION WITH THESE TERMS AND CONDITIONS AND THE SERVICES.

• ITAGA MAY NOTIFY THE CUSTOMER ABOUT IMPORTANT DEVELOPMENTS, PROPOSALS AND SERVICES WHICH IT THINKS MAY BE RELEVANT TO THE CUSTOMER, INCLUDING ADVISING THE CUSTOMER ON CURRENT OFFERINGS, SENDING THE CUSTOMER NEWSLETTERS AND SIMILAR MARKETING MATERIAL. THE CUSTOMER SHALL NOTIFY ITAGA IF HE/SHE DOES NOT WISH TO RECEIVE ANY ELECTRONIC OR OTHER COMMUNICATIONS FROM ITAGA.

• Should any dispute of whatever nature arise from or in connection with this Agreement then the dispute shall, unless the Parties thereto otherwise agree in writing:
• in the first instance be referred to mediation by a mediator acceptable to both parties; and
• failing resolution by mediation or agreement in respect of a mediator
• by an arbitrator or arbitrators acceptable to both Parties; or
• failing agreement between the Parties in respect of the arbitrator or arbitrators, by an arbitrator to be nominated by the Arbitration Foundation of Southern Africa (“AFSA”).
• Any arbitration conducted in terms of this clause shall be conducted in accordance with rules to be determined by the arbitrator. The decision of the arbitrator shall be final and binding on the Parties.
• Nothing in this clause shall preclude any party from seeking urgent interim relief from a court of competent jurisdiction.

All fees payable to ITAGA for the services shall be as quoted by ITAGA on inception of the service agreement and on such additional and/ or alternative terms as may be agreed between the parties.

• The Parties select as their respective domicilia citandi et executandi, and for the purposes of giving or sending any notice or communication provided for or required in terms of these Terms and Conditions, the addresses (including email addresses) as set out below:

ITAGA:

• Physical Address: 93 Pretorius Street, President Park, Midrand
• E-mail : info@itagatrading.com
• CUSTOMER
• As per the completed Order
• The physical or residential address and the e-mail address specified in the Order Form will be utilised to contact the Customer. The Customer must notify Itaga in writing of any change in any one or more of its details set out in the Order Form within 7 (seven) days of any such change taking effect.
• Any notice required or permitted to be given in terms of these Terms and Conditions shall be given in writing and shall be delivered by hand to the physical domicilium address of the other Party or sent via e-mail to the chosen e-mail address.
• Notwithstanding anything to the contrary in this clause, a written notice or communication actually received by any Party, shall be adequate written notice or communication to it notwithstanding that the notice was not sent to or delivered at its chosen address.

Annexure 1 – Service Level Annexure

(As may be entered into by the parties.)