In this agreement the following terms have the following meanings:

"Services" – Electronics messaging and related services
"Grapevine" - Grapevine Interactive (Pty) Ltd.
"Customer" - The party subscribing to Grapevine-supplied Services
"Agreement" – The contract agreed between Grapevine and the Customer for the provision of Services, to which these terms and conditions apply

2. COMMENCEMENTS AND TERMINATION

2.1 The Agreement shall commence on the date of final signature of this agreement, or the date that services have commenced, whichever date is earlier.
2.2 The initial period of the Agreement shall be 12 months from the commencement date, and thereafter, automatically be renewed for subsequent 12 month periods for an unlimited number of renewal periods unless terminated by either party giving 1 calendar months written notice of termination to the other party
2.3 If the renewal date of the Agreement does not fall on a business day corresponding to a calendar month end, both parties agree that the renewal date shall be moved forward to the business day closest to the next calendar month end.
2.4 Grapevine may, without notice terminate the Agreement immediately in any of the following circumstances;
2.4.1 If the Customer fails to pay any amount owing to Grapevine on due date; or
2.4.2 If the Customer performs any action which, in Grapevine's opinion, will or may have the effect of negatively affecting the operation of the services; or
2.4.3 If , in the opinion of Grapevine, the Customer uses the Service in an inappropriate manner; or
2.4.4 If any license to operate or use the system is revoked, terminated or modified for any reason either in whole or in part.

3. PAYMENT TERMS

3.1 Payments are due on the dates specified within the Agreement or on each Grapevine invoice, whichever is applicable for each Service.
3.2 Where applicable, Customers pay all set-up and license Fees in advance.
3.3 Subject to credit approval, the outstanding account balance will be subject to the maximum value of the messaging service limit set within the Agreement. At Grapevine’s discretion, these credit limits may be changed for specific Customers on request.
3.4 During any month, if the total account balance exceeds the above limits, Grapevine reserves the right to suspend the services until the Customer settles the full amount due. At Grapevines discretion, this requirement may be waived and additional credit facilities granted to the Customer. Grapevine will make every reasonable effort to notify the Customer prior to the suspension to allow the Customer to make the necessary top-up payments due.
3.5 The Customer must pay by Debit Order.
3.6 Unless otherwise agreed in writing by Grapevine, the Customer shall effect payment to Grapevine for:
3.6.1 The license fee, monthly in advance (if applicable for Service).
3.6.2 The minimum monthly messaging fee set within the Agreement.
3.6.3 The total of the excess messaging fees, over and above the minimum monthly messaging volume, calculated by multiplying the excess number of messages times the then-current price per message or service.
3.7 Where payment is made by the Customer through a debit order, other electronic means or any other intermediary, the Customer's bankers or other intermediaries shall act as the Customer's agents and the Customer shall have discharged its obligations only upon payment being received by Grapevine at Grapevine's Premises or by the bankers of Grapevine in Cape Town and such payment has been identified by Grapevine as the Customer's payment for the relevant Customers Account.
3.7 The Customer hereby authorises Grapevine to debit any bank account held by the Customer for any amounts owed by the Customer to Grapevine in terms of the Agreement
3.8 The Customer will commit a breach of the Agreement if the Customer:
3.8.1 cancels such debit order without the prior written consent of Grapevine during the term of the Agreement
3.8.2 Changes his banking details upon which the debit order relies without giving Grapevine prior notification of such change and providing Grapevine with the Customers new banking details during the term of the Agreement
3.9 The Customers account will be debited by Grapevine on prescribed payment dates for the amount due to Grapevine including any relevant taxes and additional relevant charges incurred.
3.10 A monthly statement shall be sent by Grapevine to the address supplied by the Customer in the Agreement, or in writing, to Grapevine at the end of any given month as a standard procedure. It shall be the duty of the Customer to check the statement in order to ensure that the contents thereof are correct. Unless a query is raised in respect of the contents of a statement within 30 days from the date thereof, the statement shall be deemed to be correct.
3.11 Grapevine reserves the right to produce statements at any other time during the month at its discretion.
3.12 Notwithstanding the above, Grapevine may at any time on reasonable written notice to the Customer vary its invoicing, statement and payment procedures and requirements.
3.13 In order for the first month’s service to be enabled, the initial set-up fee and monthly license fee is to be paid directly into the Grapevine bank account with proof of payment to be faxed with the application form. The debit order will come into effect from the following month
3.14 Any messaging costs in excess of the monthly minimum messaging fee are payable at the end of the month in which they are incurred.
3.15 Any amounts due for payment by the Customer to Grapevine, which are not paid on the due date, shall bear interest calculated from the due date until date of payment, at a rate of 1.5% (one and a half percent) per month, monthly in arrears.

4. CUSTOMER ACKNOWLEDGEMENT

In order to make use of the Service, the Customer agrees to abide by the following terms:

4.1 Any user login name, password or authorization codes provided to the Customer are to be kept confidential. Should any other party gain access to such login names, passwords or authorization codes and make unauthorised use of the Services, the Customer is still fully responsible for any fee associated with such unauthorised use.
4.2 The Customer is responsible for the content and accuracy of any SMS sent using their account
4.3 Client must adhere to the WASP Code of Conduct and Advertising Rules. The code of conduct and advertising rules can be found at www.waspa.org.za. If you require a copy please email info@vine.co.za to request this
4.4 Sending of unsolicited advertising material, illegal content, unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature is not permitted and may, at the sole discretion of Grapevine, result in the immediate termination of Services.
4.5 The Customer will not create a false identity or forged phone number or email address, or otherwise attempt to mislead others or the Supplier as to the identity of the sender or the origin of the message.
4.6 When providing email addresses for use with Grapevine services, the following conditions must be adhered to:
4.6.1 The email address must be valid and known to be correctly working.
4.6.2 Should an error be generated by the Grapevine service, the email address must be able to receive error messages from the Grapevine service
4.6.3 There may not be an automated reply set up on the email address as this causes additional errors to be created.
4.7 On request by Grapevine, the Customer shall present proof of a recipient’s consent to the delivery of communication messages submitted through the Services.
4.8 The Customer will not collect information about others, without their consent.
4.9 The Customer will not transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity.
4.10 The Customer will not defame or slander any person, or infringe upon any person's privacy rights.
4.11 The Customer will not transmit any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs.
4.12 The Customer will not interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks.
4.13 The Customer will not attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means.
4.14 Should Grapevine receive any complaints from message recipients regarding the receipt of unsolicited messages, Grapevine will notify the Customer thereof. Similarly, should the Customer receive any complaint from any recipient regarding the receipt of any message submitted through the Services, the Customer will immediately notify Grapevine.
4.15 The persistent abuse of the sending of unsolicited messages by the Customer or the omission to notify Grapevine of any complaint referred to above may, at the sole discretion of the Supplier, result in immediate termination of Services.
4.16 The Customer will not interfere with another Customer's use and enjoyment of the Service or another entity's use and enjoyment of similar services.
4.17 Any activity that Grapevine believes could subject it to criminal liability or civil penalty or judgment will result in immediate termination of Services.
4.18 The customer acknowledges that messages are not guaranteed to be delivered within a specific timeframe and that this will vary depending on the Mobile Networks (Vodacom, MTN and Cell-C and overseas operators), and Grapevine system loads

5. LIABILITY

5.1 The Customer agrees that Grapevine shall not be held responsible for any loss or damage arising from or consequential upon an act or default of the Customer, whereby there occur errors in the coding of information, illegible information or documents; faulty, damaged, incompatible or incorrectly encoded computer media or data streams supplied to Grapevine; the late arrival or non-arrival of data; incorrect data, data out of sequence or in the wrong form or variations in data from that which ought to have been supplied.
5.2 Grapevine reserves the right to charge a reasonable fee for any necessary additional work done by Grapevine as a result of any matters listed in clause 5.1 above.
5.3 The Customer agrees that Grapevine Interactive shall not be liable in delict, contract, statute or otherwise for any indirect, special or consequential loss, damage, injury, expense including, but not limited to: loss of production, profits, revenue, goodwill, anticipated savings or other economic loss; wasted expenditure; contractual losses; or losses consequent upon lack of message delivery, loss or corruption of any data, stored programs or other software; howsoever arising, whether based on strict liability, caused by negligence, gross negligence or otherwise, and whether foreseeable or not.
5.4 The laws of South Africa shall govern this agreement, and both parties agree to submit to the jurisdiction of the courts of the Cape Provincial Division in the event that any proceeding shall be brought under these terms and conditions.