Terms of Service

These Terms of Service ("Terms") govern your use of the services provided by AD Infratech (Pty) Ltd ("AD Infratech", "we", "us", or "our"), a company registered in South Africa.

By engaging our services, signing a Service Level Agreement ("SLA"), or accessing our website, you ("Client", "you") agree to be bound by these Terms. If you do not agree, please do not use our services.

These Terms must be read together with any applicable SLA, proposal, or statement of work executed between the parties, which together form the entire agreement.

AD Infratech provides managed IT services including but not limited to network infrastructure, cloud solutions, cybersecurity, Microsoft 365 management, IT support, and backup and disaster recovery ("Services").

The specific Services delivered to you, along with service levels, response times, and fees, are defined in your individual SLA or service proposal.

We reserve the right to modify, update, or discontinue any Service with reasonable notice. Where a change materially affects your contracted services, we will notify you at least 30 days in advance.

To enable us to deliver our Services effectively, you agree to:

• Provide accurate, complete, and up-to-date information about your IT environment
• Grant AD Infratech reasonable access to your systems, premises, and infrastructure as required to perform the Services
• Designate an authorised point of contact for service-related communications
• Notify AD Infratech promptly of any changes to your infrastructure, third-party agreements, or IT policies that may affect service delivery
• Ensure that your use of the Services complies with all applicable South African laws and regulations
• Not use our Services for any unlawful, fraudulent, or harmful purpose

Pricing: Fees for our Services are set out in your SLA or proposal and are quoted in South African Rand (ZAR) exclusive of VAT, unless otherwise stated.

Invoicing: Invoices are issued monthly in advance for recurring services, and upon completion for once-off projects.

Payment terms: Payment is due within 30 days of invoice date, unless otherwise agreed in writing.

Late payment: Overdue amounts accrue interest at the maximum rate permitted under the National Credit Act. We reserve the right to suspend Services where payment is more than 15 business days overdue, after written notice.

Price adjustments: We may adjust recurring fees annually, with at least 30 days' written notice, in line with the South African Consumer Price Index (CPI) or as agreed in your SLA.

Disputes: Fee disputes must be raised in writing within 10 business days of the invoice date. Undisputed portions of invoices remain payable by the due date.

All tools, scripts, methodologies, documentation, and software developed by AD Infratech in the course of providing Services remain the intellectual property of AD Infratech, unless explicitly assigned in writing.

You retain ownership of all data, configurations, and intellectual property that existed prior to or independently of the Services ("Client IP"). We are granted a limited licence to access and process Client IP solely for the purpose of delivering the Services.

Where custom deliverables are developed exclusively for you and are separately invoiced as bespoke work, ownership may be transferred as agreed in writing.

Both parties agree to keep confidential all non-public information disclosed in connection with the Services ("Confidential Information"), and to use such information only for the purposes of the agreement.

Confidential Information does not include information that: - Is or becomes publicly available through no breach of this agreement - Was already known to the receiving party prior to disclosure - Is independently developed without reference to the Confidential Information - Is required to be disclosed by law or court order

Confidentiality obligations survive termination of the agreement for a period of 3 years.

Both parties acknowledge their respective obligations under the Protection of Personal Information Act 4 of 2013 ("POPIA").

Where AD Infratech processes personal information on your behalf as an operator, we will: - Process personal information only on your documented instructions - Implement appropriate technical and organisational security measures - Not engage sub-operators without your prior consent - Notify you without undue delay upon becoming aware of a personal information breach

You, as responsible party, are responsible for ensuring that personal information provided to us is collected and shared lawfully.

Please refer to our Privacy Policy for full details of how we handle personal information.

Service liability: To the maximum extent permitted by South African law, AD Infratech's total liability for any claim arising out of or in connection with the Services shall not exceed the total fees paid by you in the 3 months immediately preceding the event giving rise to the claim.

Exclusions: AD Infratech shall not be liable for any indirect, consequential, special, or punitive damages, including loss of profit, loss of data, or business interruption, even if advised of the possibility of such damages.

Exceptions: Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under applicable law.

Force majeure: We are not liable for delays or failures caused by circumstances beyond our reasonable control, including load-shedding, natural disasters, civil unrest, or third-party service outages.

Term: These Terms remain in effect for the duration of your service engagement with AD Infratech.

Termination for convenience: Either party may terminate ongoing services by providing written notice as specified in the applicable SLA (typically 30 calendar days).

Termination for cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice.

Effect of termination: Upon termination, you must settle all outstanding invoices. We will provide reasonable assistance to transition services and return or delete your data as agreed. Provisions relating to confidentiality, intellectual property, liability, and dispute resolution survive termination.

Negotiation: The parties will first attempt to resolve any dispute through good-faith negotiation between authorised representatives within 15 business days of written notice of the dispute.

Mediation: If negotiation fails, the parties agree to refer the dispute to mediation administered by the Arbitration Foundation of Southern Africa (AFSA) before initiating litigation.

Jurisdiction: These Terms are governed by the laws of the Republic of South Africa. The parties consent to the jurisdiction of the South Gauteng High Court, Johannesburg, for any disputes that proceed to litigation.

Entire agreement: These Terms, together with your SLA and any executed proposals, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.

Amendments: We may update these Terms from time to time. Material changes will be communicated with at least 30 days' notice. Continued use of our Services after the effective date constitutes acceptance.

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

No waiver: Failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in future.

Notices: All formal notices must be in writing and delivered by email to the contact details on record, or by registered post to the parties' registered addresses.

Consumer Protection Act: Where you qualify as a consumer under the Consumer Protection Act 68 of 2008, nothing in these Terms limits rights afforded to you under that Act.