Master Terms of Use & End-User License Agreement

1.1 These Master Terms of Use (“Terms”) govern access to and use of GYTE, Kesho, and Heita (each a “Platform”, together the “Platforms”), owned and operated by VOIMAR (Pty) Ltd (“VOIMAR”, “we”, “us”). GYTE, Kesho, and Heita are Platforms and services of VOIMAR, not separate companies - every account, invoice, and legal obligation under these Terms is with VOIMAR (Pty) Ltd, regardless of which Platform is in use.

1.2 OANet is a wholly-owned division of the VOIMAR Group, operating as VOIMAR's own Fibre Network Operator. Where these Terms refer to VOIMAR in connection with a service OANet provides, that reference includes OANet acting under VOIMAR's authority as its own division, not as an unrelated third party.

1.3 The Platforms serve the following categories of account, each additionally subject to the Part of these Terms corresponding to its role:

• Telco Partner - a reseller appointed to onboard, bill, and support its own book of Tenants on GYTE (Part B).
• Business Customer - an enterprise billed directly by VOIMAR for its own Tenant(s) on GYTE (Part C).
• Tenant / End User - an allowlisted PBX entity, and the individuals using it, on GYTE (Part D).
• ISP Account - an internet service provider using Kesho to manage its own subscribers, packages, and billing (Part E).
• End Subscriber - an individual applying for, or subscribed to, internet service through an ISP Account's own public application page on Kesho (Part F).
• Platform Staff - VOIMAR's own staff administering any Platform across all accounts on it (Part G).

1.4 By registering for, accessing, or using any Platform in any capacity, the relevant party accepts these Terms in full, together with the Part applicable to its role.

1.5 Where these Terms conflict with a separately signed written agreement between VOIMAR and an account, the signed agreement prevails to the extent of the conflict. Current fees for any account are confirmed directly with VOIMAR at onboarding and set out in that account's own commercial schedule, which forms part of these Terms by reference but is not published here.

3.1 VOIMAR appoints the Telco Partner on a non-exclusive basis to market, onboard and resell access to GYTE and associated services to its own Tenants and to Business Customers it introduces, and the Telco Partner accepts that appointment.

3.2 This appointment does not create a partnership, joint venture, agency or employment relationship between VOIMAR and the Telco Partner.

3.3 The Telco Partner's appointment, and its access to GYTE, is personal to it and may not be ceded, assigned or sub-licensed without VOIMAR's prior written consent.

4.1 VOIMAR bills the Telco Partner at the wholesale rate confirmed in its own commercial schedule.

4.2 The Telco Partner may set its own retail price to its Tenants and is solely responsible for invoicing and collecting that retail price. VOIMAR's underlying wholesale rate is never disclosed to the Telco Partner's Tenants or End Users.

4.3 VOIMAR is not a party to, and accepts no liability in connection with, the commercial relationship between a Telco Partner and its own Tenants or introduced Business Customers.

5.1 The Telco Partner must submit accurate onboarding information for each Tenant and Business Customer it introduces, and must promptly notify VOIMAR of any material change.

5.2 The Telco Partner is responsible for creating, managing and, where necessary, promptly deactivating the scoped user logins of its own Tenants and their End Users, and remains responsible for all activity conducted under logins it has created.

6.1 A Telco Partner may apply its own logo and brand colour to the portal views seen by its own Tenants, subject to any VOIMAR brand-use guidelines issued from time to time.

6.2 Nothing in clause 6.1 transfers any ownership interest in GYTE to the Telco Partner.

7.1 A Business Customer is billed directly by VOIMAR under its own commercial schedule for its own Tenant(s); no reseller margin is added by VOIMAR.

7.2 Where a Business Customer was introduced by a Telco Partner, that introduction does not make the Telco Partner a party to, or liable under, the Business Customer's direct billing relationship with VOIMAR, except as separately agreed in writing.

8.1 A Business Customer manages its own Tenant users through its scoped dashboard and may view and download reporting for its own Tenant(s) only.

8.2 A Business Customer may not resell, sublicense, or otherwise make GYTE available to any third party outside its own organisation without VOIMAR's prior written consent.

9.1 The Telco Partner or Business Customer responsible for a Tenant must ensure every End User within it complies with this Part, and remains responsible to VOIMAR for its End Users' conduct.

9.2 A Tenant's billable device count is determined by GYTE's own live PBX integration and is the basis for Fees under its commercial schedule, irrespective of how many devices are actively in use.

10.1 No Tenant or End User may use GYTE to:

• generate fraudulent, spoofed, or unlawfully robo-dialled call traffic, or engage in toll fraud;
• circumvent any billing or usage control;
• resell, sublicense, or provide access to an extension, device, or login to any person outside the authorised Tenant without the responsible party's consent;
• reverse-engineer, decompile, or attempt to derive the source code of GYTE;
• share login credentials outside the authorised user, or attempt to access data of another Tenant; or
• use the service in violation of the Regulation of Interception of Communications Act 70 of 2002 (“RICA”) or any other applicable law.

10.2 VOIMAR may suspend a Tenant's or End User's access immediately, without notice, where it reasonably believes clause 10.1 is being breached, pending investigation.

11.1 Call detail records, device counts, quality metrics and usage data generated by End Users within a Tenant are processed by VOIMAR solely to provide GYTE and to generate billing and reporting for the responsible Telco Partner or Business Customer.

11.2 An End User has no independent billing or contractual relationship with VOIMAR; its relationship is with the Telco Partner or Business Customer responsible for its Tenant.

12.1 An ISP Account is registered either directly by Platform Staff or through Kesho's self-service onboarding process, and is subject to VOIMAR's review and activation before becoming active.

12.2 An ISP Account must submit accurate, complete information at registration and promptly notify VOIMAR of any material change to that information.

12.3 An ISP Account's registration, and its access to Kesho, is personal to it and may not be ceded, assigned, or sub-licensed without VOIMAR's prior written consent.

13.1 Each ISP Account is billed under one of two models, confirmed with VOIMAR at onboarding:

• Standard - a flat recurring monthly fee, independent of the ISP Account's subscriber count.
• FlexiPay - a commission on the ISP Account's active subscriber revenue, reconciled monthly.

13.2 An ISP Account is solely responsible for setting, communicating, invoicing, and collecting its own retail pricing from its End Subscribers. VOIMAR is not a party to, and accepts no liability in connection with, that pricing or any dispute between an ISP Account and its own End Subscribers.

14.1 An ISP Account may apply its own logo and brand colour to the portal views and public application page seen by its own End Subscribers, subject to any VOIMAR brand-use guidelines issued from time to time.

14.2 Nothing in clause 14.1 transfers any ownership interest in Kesho to the ISP Account, nor does it permit the ISP Account to represent Kesho as its own proprietary software to any third party.

15.1 Each ISP Account names and prices its own packages and defines its own service areas. VOIMAR does not set or endorse any ISP Account's package pricing.

16.1 No End Subscriber may use Kesho to:

• submit fraudulent or misleading application information;
• circumvent an ISP Account's billing or usage controls;
• share login credentials outside the authorised user, or attempt to access another End Subscriber's or ISP Account's data; or
• use the Platform in violation of any applicable law.

16.2 An End Subscriber's relationship for service delivery, billing, and support is with the relevant ISP Account, not with VOIMAR directly.

17.1 Platform Staff administer accounts across GYTE, Kesho, and Heita, including reviewing and activating self-service registrations, and must not access or disclose one account's data to another without lawful basis.

18.1 VOIMAR invoices each account according to its own commercial schedule and Billing Model. Standard-model Fees are invoiced monthly in advance; FlexiPay commission is reconciled and invoiced monthly in arrears.

18.2 An account disputing any amount on an invoice must notify VOIMAR in writing within 10 (ten) Days of receipt, specifying the invoice, the disputed amount, and the grounds for dispute. Only the disputed amount is withheld pending resolution; the undisputed balance remains due on the original date.

18.3 Amounts unpaid after the due date attract interest at 2% above the prevailing prime interest rate, calculated from the due date to the date of payment.

19.1 Each Platform - including its software, source code, database schema, user interface, branding, documentation, and all derivatives, regardless of any account's own branding applied under these Terms - is proprietary to, and owned solely by, VOIMAR (Pty) Ltd.

19.2 Nothing in these Terms transfers any ownership interest in any Platform to any account. VOIMAR grants each account only a limited, non-exclusive, non-transferable right to access and use the relevant Platform for the purposes described in the Part applicable to its role, for so long as its account remains active.

19.3 No account may copy, decompile, reverse-engineer, unauthorisedly white-label, or create a derivative product from any Platform, or claim any right, title, or interest in it or in VOIMAR's goodwill.

20.1 Each party must hold the other parties' non-public information in strict confidence, use it only for the purposes of these Terms, and not disclose it to any unauthorised person.

20.2 Each party must take reasonable steps, consistent with generally accepted information security practices, to prevent unauthorised access to or disclosure of the other parties' Confidential Information, and must notify the affected party promptly if it becomes aware of an actual or suspected breach.

21.1 VOIMAR processes Personal Information submitted to, or generated via, any Platform in accordance with the Protection of Personal Information Act 4 of 2013 and its data protection principles.

21.2 Each account is responsible, as the responsible party under POPIA, for the Personal Information of its own Tenants, End Users, or End Subscribers that it submits to a Platform, and must have a lawful basis for doing so.

21.3 VOIMAR acts as an operator, within the meaning of POPIA, in respect of Personal Information it processes on behalf of an account to provide a Platform, and will only process such information for that purpose.

22.1 VOIMAR will use reasonable commercial efforts to keep each Platform available, but does not guarantee uninterrupted availability except where separately agreed in a written service level agreement.

22.2 VOIMAR may carry out scheduled maintenance on reasonable prior notice, and may take a Platform down without notice where necessary to address a security incident or emergency.

23.1 VOIMAR may suspend or terminate an account's access to a Platform where that account: fails to pay an undisputed amount when due; breaches these Terms and does not remedy the breach within 10 (ten) Days of written notice to do so; uses the Platform unlawfully; or becomes insolvent or is placed under business rescue.

23.2 An account may terminate on 1 (one) month's written notice to VOIMAR, subject to settlement of all outstanding Fees.

24.1 Except in relation to a breach of confidentiality, infringement of intellectual property, fraud, or gross negligence, each party's maximum aggregate liability to another under these Terms in any 12 (twelve) month period is limited to the total Fees paid by the affected party to VOIMAR in that period.

24.2 No party is liable for indirect, incidental, or consequential loss of any kind, including loss of profits, loss of goodwill, or business interruption, arising from or in connection with these Terms, except to the extent such limitation is not permitted by law.

25.1 Each Platform is provided on an “as is” basis save for the express undertakings in these Terms. VOIMAR does not warrant that a Platform will be error-free or uninterrupted.

25.2 Each party indemnifies VOIMAR against any claim arising from that party's breach of these Terms or unlawful use of a Platform, including claims brought by its own Tenants, End Users, or End Subscribers.

26.1 The parties will first attempt in good faith to resolve any dispute arising from these Terms through direct engagement between their respective representatives.

26.2 A dispute not resolved within 15 (fifteen) Days may be referred to arbitration under the rules of the Arbitration Foundation of Southern Africa (“AFSA”), whose decision is final and binding. Nothing in this clause prevents a party from seeking urgent interim relief from a court of competent jurisdiction.

27.1 These Terms are governed by the law of the Republic of South Africa.

27.2 The parties consent to the jurisdiction of the Magistrates' Court under section 45 of the Magistrates' Courts Act 32 of 1944 in respect of any claim under these Terms, notwithstanding that the amount in dispute may exceed that court's monetary jurisdiction, without prejudice to VOIMAR's right to approach the High Court instead.

28.1 Any notice under these Terms must be in writing and may be given by email to the contact address a party has registered on the relevant Platform. A notice sent by email is deemed received on the date of dispatch, unless the contrary is proved.

29.1 These Terms, together with the applicable Part and each account's own commercial schedule, constitute the entire agreement between VOIMAR and the relevant account in relation to use of the Platform(s), and supersede all prior discussions on that subject.

29.2 No variation of these Terms is binding unless recorded in writing.

29.3 No indulgence or extension of time granted by a party constitutes a waiver of its rights.

29.4 If any provision of these Terms is found unenforceable, the remaining provisions continue in force.

29.5 An account may not cede, assign, or delegate its rights or obligations under these Terms without VOIMAR's prior written consent. VOIMAR may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

29.6 VOIMAR may update these Terms from time to time on reasonable written notice; continued use of a Platform after the notified effective date constitutes acceptance of the update.

30.1 Voimar Password Vault (“Vault”) is a free, zero-knowledge password management service. Encryption and decryption of all Vault content occurs exclusively on the user's own device using a key derived from the user's chosen master password. VOIMAR does not receive, store, or have any means of accessing the master password or the unencrypted content of any Vault entry.

31.1 The user is solely responsible for choosing, remembering, and safeguarding their master password. By design, VOIMAR cannot reset, recover, or otherwise regain access to a forgotten or lost master password under any circumstances.

31.2 VOIMAR provides a Recovery Kit facility at the time a Vault is created, allowing the user to record and securely store their master password outside the Vault. VOIMAR strongly recommends every user complete this step, but bears no liability for a user's failure to do so.

31.3 To the fullest extent permitted by law, VOIMAR excludes all liability for loss of access to Vault content arising from a forgotten, lost, or undisclosed master password, and such loss does not constitute a defect, breach, or failure of the Vault service.

32.1 Where a user signs in with the same account credentials and master password on a different device, encrypted Vault content stored on VOIMAR's infrastructure is made available on that device, subject to clause 31.

32.2 Loss, replacement, or damage to a device does not, on its own, result in loss of Vault content, provided the user retains their account credentials and master password.

33.1 Vault is provided free of charge, on an “as is” basis, without warranty of any kind. Clauses 24 and 25 (Limitation of Liability; Warranties and Indemnities) of Part H apply to Vault as if it were a Platform, save that clause 31.3 above governs specifically in relation to a forgotten master password.

34.1 This Part J is VOIMAR's End-User License Agreement (“EULA”) and applies, in addition to the Part corresponding to their role above, to every individual who accesses or uses a Platform or a Micro-App in any capacity - including as a Telco Partner's or Business Customer's own staff member, an End User, an ISP Account's own staff member, an End Subscriber, a Dispatch user, a Vault user, or Platform Staff (each a “User” for the purposes of this Part).

34.1A Dispatch and Voimar Password Vault are Micro-Apps within the meaning of clause 2, and are fully covered by this EULA (clauses 35 to 48) exactly as if each were a Platform, in addition to Part I where it applies specifically to Vault.

34.2 Where this Part J and another Part of these Terms address the same subject, the more protective of VOIMAR's rights, or the more restrictive of the User's, applies. Nothing in this Part J narrows clause 21 (Data Protection (POPIA)), which continues to apply in full.

35.1 Subject to full compliance with these Terms and payment of any applicable Fees, VOIMAR grants each User a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the relevant Platform solely for its intended purpose within the scope of the User's role, for so long as the User's account or authorisation remains active.

35.2 This license does not include, and VOIMAR reserves, every right not expressly granted, including any right to resell, rent, lease, lend, or otherwise commercially exploit a Platform, or to use it to build, train, or improve a competing product or service.

36.1 In addition to clauses 10.1 and 16.1, no User may, whether personally or through any automated means:

• access or use a Platform for any unlawful purpose, or in a manner that infringes, misappropriates, or violates any third party's rights;
• probe, scan, or test the vulnerability of a Platform or any related system or network, or breach or circumvent any security or authentication measure;
• use any robot, spider, scraper, or other automated means to access, extract, or index a Platform's content or data without VOIMAR's prior written consent;
• interfere with or disrupt the integrity or performance of a Platform, or any data or content contained in or transmitted through it, including by introducing any virus, worm, or other malicious code;
• impersonate any person or entity, or misrepresent an affiliation with any person or entity;
• use a Platform to develop, train, benchmark, or improve any artificial intelligence or machine learning model, other than a Platform's own AI-assisted features used as intended;
• remove, obscure, or alter any proprietary notice on a Platform; or
• attempt any of the foregoing, or knowingly facilitate or encourage another person to do so.

36.2 VOIMAR may investigate any suspected violation of this clause 36 and take any action it considers appropriate, including immediate suspension of access, without prior notice and without liability to the User.

37.1 A User remains the owner of any content, data, or material it lawfully submits to a Platform (“User Content”), subject to clause 21 (POPIA) in respect of Personal Information.

37.2 Each User grants VOIMAR a worldwide, royalty-free, non-exclusive license to host, store, reproduce, process, transmit, and display User Content solely to the extent necessary to provide, secure, support, and improve the Platforms, to comply with law, and to generate aggregated or de-identified analytics that do not identify the User or any natural person. This license ends when the relevant User Content is deleted from a Platform, except to the extent retained in a backup for a reasonable period, or as required by law.

37.3 A User is solely responsible for its own User Content and warrants that it has all rights necessary to submit it and to grant the license in clause 37.2.

38.1 A Platform may offer features that use artificial intelligence, including third-party large language models, to draft, summarise, classify, or suggest content (“AI Features”). AI Features are provided as a drafting aid only; output may be inaccurate, incomplete, or unsuitable for a User's purpose, and a User is solely responsible for reviewing and verifying any output before relying on or acting on it.

38.2 VOIMAR does not warrant the accuracy, completeness, or fitness for any particular purpose of AI Feature output, and clause 39 and clause 40 apply in full to AI Features.

38.3 Input a User submits to an AI Feature may be processed by a third-party AI provider strictly to generate the requested output, under that provider's own data-handling commitments to VOIMAR; VOIMAR does not permit a third-party AI provider to use a User's input to train its own general-purpose models.

39.1 A Platform may integrate with, or provide access to, third-party services (including payment gateways, SMS gateways, mapping, communication, and AI providers). VOIMAR is not responsible for the availability, accuracy, or performance of any third-party service, and a User's use of a third-party service through a Platform is additionally subject to that third party's own terms.

40.1 To the fullest extent permitted by law, each Platform and all related services, features, and AI Features are provided “as is” and “as available”, without warranty of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or that a Platform will be uninterrupted, error-free, or free of harmful components.

40.2 No advice or information, whether oral or written, obtained by a User from VOIMAR or through a Platform creates any warranty not expressly stated in these Terms.

41.1 To the fullest extent permitted by law, and without limiting clause 24, VOIMAR is not liable to any User for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to a User's access to or use of, or inability to access or use, a Platform, whether based on warranty, contract, delict (tort), or any other legal theory, and whether or not VOIMAR has been advised of the possibility of such damages.

41.2 VOIMAR's aggregate liability to a User under this Part J for all claims arising in any 12 (twelve) month period is limited as set out in clause 24.1, and, where a User has paid no Fees directly to VOIMAR, is limited to ZAR 1,000 (one thousand Rand).

41.3 Nothing in this Part J excludes or limits a liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.

42.1 Each User indemnifies, defends, and holds harmless VOIMAR, its directors, employees, and agents from and against any claim, liability, damage, loss, and expense (including reasonable legal fees) arising out of or in any way connected with: (a) the User's access to or use of a Platform; (b) the User's User Content; (c) the User's violation of these Terms; or (d) the User's violation of any right of a third party, including any intellectual property or privacy right.

43.1 A User may not access or use a Platform in violation of any applicable trade control, export control, or economic sanctions law, and warrants that it is not named on any restricted-party or sanctions list administered by a competent authority.

44.1 Neither party is liable for any failure or delay in performance under these Terms resulting from any cause beyond its reasonable control, including load-shedding, internet or telecommunications outages, natural disaster, civil unrest, act of government, or failure of a third-party service provider.

45.1 VOIMAR may suspend or terminate a User's license under this Part J immediately, without notice, if the User breaches clause 36, if required by law, or if VOIMAR reasonably believes doing so is necessary to protect a Platform, another User, or a third party from harm.

45.2 On termination of a User's license for any reason, the rights granted under clause 35 end immediately; clauses 37.3, 39 to 43, and 46 to 48 survive termination.

46.1 A rights holder who believes User Content on a Platform infringes its intellectual property may notify VOIMAR in writing, identifying the material and the right infringed, at the contact address published on the relevant Platform. VOIMAR will review and may remove or disable access to the material pending investigation, without thereby admitting liability.

47.1 Without limiting clause 26, any dispute between a User and VOIMAR arising out of or relating to this Part J that is not resolved under clause 26.1 within 15 (fifteen) Days will be resolved by individual arbitration under clause 26.2, and not by class, consolidated, or representative action. A User and VOIMAR each waive any right to a jury trial or to participate in a class action, to the extent permitted by law.

47.2 Nothing in this clause 47 prevents a User from bringing a claim in the small claims court of competent jurisdiction where that court's jurisdictional limits are met, or from seeking urgent interim relief under clause 26.2.

48.1 This Part J, together with the rest of these Terms, constitutes the entire agreement between a User and VOIMAR regarding the User's license to use a Platform, and supersedes any prior understanding on that subject.

48.2 By accessing or using a Platform, the User acknowledges that it has read, understood, and agrees to be bound by this EULA.