Terms and Conditions

(Revision TN 1-2026)

Terms and Conditions of Service

Effective Date: 16 April 2026

1. Definitions

“Applicable Laws” — any applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts which apply to the Party in question, including but not limited to the National Credit Act 2005, the Consumer Protection Act 2008, the Protection of Personal Information Act 2013 (POPIA), the Electronic Communications and Transactions Act 2002, the Prevention and Combating of Corrupt Activities Act 2004, and the Prevention and Combating of Trafficking in Persons Act 2013.
“Applicable Terms” — any terms agreed and accepted between Customer and Cold Watch, which will include: (i) the Hardware Purchase and Service Subscription Agreement; (ii) these Terms and Conditions; (iii) the Privacy Policy; and (iv) all associated Order Forms and quotations.
“Change in Law” — any change in Applicable Laws or the introduction of new Applicable Laws that is not caused or contributed to by a Party and that a Party could not mitigate acting with commercially reasonable efforts, that has implications for the performance of obligations by either Party.
“Customer” — the party specified as the Customer on Cold Watch’s quotation or Hardware Purchase and Service Subscription Agreement.
“Cold Watch” — Cold Watch Africa (Pty) Ltd, a company duly incorporated in the Republic of South Africa with registration number 2014/133410/07.
“Cold Watch Platform” — the cloud-based data monitoring application, dashboard, mobile applications (Android and iOS), and related software services provided by Cold Watch for real-time monitoring, data collection, alert notifications, and reporting.
“Confidential Information” — any names and contact details of customers or suppliers, marketing/business plans, expansion plans, business strategy, sales forecasts, pricing structures, research activities, computer programs, financial information, details of employees, terms of trade, Monitoring Data, data readings, alert configurations, and any other information any businessperson, acting reasonably, would recognize as likely to be commercially sensitive or confidential, whether designated as such or not.
“Delivery” — delivery and installation of the Hardware at the Customer’s premises and acceptance by the Customer by signature of Cold Watch’s delivery note or Certificate of Acceptance.
“Effective Date” — the commencement date specified in the Hardware Purchase and Service Subscription Agreement.
“Engagement” — the period during which any of the Applicable Terms remain active between the Parties.
“Hardware” — Cold Watch hardware and software consisting of GSM and/or WiFi gateway devices, monitoring units, SIM cards, batteries, external and internal power supplies, antennas, GPS antennas, data sensors (Bluetooth and wired), and all related hardware, fittings, accessories, modifications, components and replacement parts as set out in the quotation or Hardware Purchase and Service Subscription Agreement.
“Final Insolvency Event” — any of the following: (a) disposal by a party of the whole or any part of its assets, operations or business other than in ordinary course of business; (b) appointment of a provisional liquidator or liquidator; (c) cessation or threat of cessation of carrying on business; or (d) steps taken to wind up the legal entity.
“Force Majeure Event” — any circumstance not within a Party’s reasonable control including: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, armed conflict; nuclear, chemical or biological contamination; any law or action taken by government or public authority; collapse of buildings, fire, explosion or accident; interruption or failure of utility service (including telecommunications, internet, or power infrastructure); and any other unforeseeable circumstances beyond the control of the Parties.
“Insolvency Event” —any Ongoing Insolvency Event or Final Insolvency Event.
“Installation Date” — the date on which the Hardware is installed at the Customer’s premises.
“Intellectual Property” — all intellectual property and all related rights, including patents, trademarks, service marks, copyrights, database rights, moral rights, rights in a design, know-how, confidential information and all other intellectual or industrial property rights, whether registered or capable of registration and whether subsisting in South Africa or any other part of the world.
“Monitoring Data” — all data, alert logs, system status information, environmental readings, and related data collected by the Hardware and transmitted to the Cold Watch Platform.
“Ongoing Insolvency Event” — any of the following: (a) inability to pay debts as they fall due; (b) steps taken by a mortgagee to take possession or dispose of assets; (c) steps taken to enter into arrangement or compromise with creditors; or (d) appointment of administrator, receiver, receiver and manager, business rescue practitioner, or trustee.
“Order Form” — Cold Watch’s quotation and/or the Hardware Purchase and Service Subscription Agreement containing the commercial details of Hardware purchase and Service subscription.
“Party” or “Parties” — Cold Watch and/or the Customer, as the context requires.
“Plug and Play Unit” – a monitoring unit configured for self-installation by the Customer without Cold Watch’s on-site installation services.
“Premises” – premises owned or occupied by the Customer where the Hardware is installed.
“Services” – the electronic monitoring, sensing, data monitoring services, data transmission, cloud storage, alert notifications, technical support, and all related services provided by Cold Watch through the Cold Watch Platform, including all software and Hardware necessary to provide the services.
“SIM Card” – the subscriber identity module card installed in the Hardware for GSM, Wi-Fi or data transmission.
“Supplier” – the manufacturer or seller of the Hardware to Cold Watch.
“Term” – the subscription period selected in the Hardware Purchase and Service Subscription Agreement, and any month-to-month continuation thereafter.
“Warranty Period” – 12 months from the Date of Installation.
“Willful Misconduct” – willful, wanton or reckless conduct that seriously and substantially deviates from a diligent course of action and which is done with knowledge of, or in utter disregard for, the harmful, foreseeable and avoidable consequences.

2. Orders and Acceptance

Written Orders: All orders must be in writing to Cold Watch and are accepted subject to these Terms and Conditions. The Customer puts forward no terms or conditions other than those expressly agreed in writing by Cold Watch.
No Additional Terms: No representations, warranties, guarantees, or other statements not contained in Cold Watch’s quotation, Order Form, or Hardware Purchase and Service Subscription Agreement, nor otherwise expressly agreed in writing by Cold Watch, will be binding on Cold Watch.
Entire Agreement: The Applicable Terms represent the whole agreement between the Parties regarding the purchase of Hardware and the subscription to Services, superseding any prior statements, actions, or implied understandings that add to or conflict with them.
Deemed Acceptance: By making payment for Services (including any monthly or annual subscription payment), using the Hardware, or accessing the Cold Watch Platform, the Customer is deemed to have accepted and agreed to be bound by these Terms and Conditions and all other Applicable Terms, regardless of whether the Customer has executed the Hardware Purchase and Service Subscription Agreement. Continued payment of subscription fees constitutes ongoing acceptance of these Terms and Conditions as amended from time to time.

3. Quotations, Prices and Payment

Validity of Quotation: Unless previously withdrawn, Cold Watch’s quotation is open for acceptance within the period stated in the quotation or, when no period is stated, within 30 days after its date.
Pricing: Prices are firm for delivery within the period stated in Cold Watch’s quotation. Prices will be:
- In South African Rand (ZAR);
- For South Africa: Inclusive of Value Added Tax (VAT) at the prevailing rate, where indicated as “Incl. VAT”;
- Outside of South Africa: Exclusive of VAT where indicated as “Excl. VAT”.
Hardware Payment Terms
- Deposit: A deposit of 80% of the Hardware and labour price is required to confirm the order;
- Balance: Full settlement of the remaining Hardware price is due seven working days from the invoice date, unless instalment terms are agreed in the Hardware Purchase and Service Subscription Agreement;
- Instalments: Instalments: Where instalment payments are agreed, payments will be made monthly over the Term as specified in the Hardware Purchase and Service Subscription Agreement.
Service Subscription Payment Terms: Payment for Services will be made monthly or annually, as selected by the Customer, and in accordance with the payment terms stated in the Hardware Purchase and Service Subscription Agreement. Service fees are payable in advance.
Payment Methods: Acceptable methods of payment: Electronic Funds Transfer (EFT), Debit Order (preferred for monthly service subscriptions).
- Banking Details:
  Account Name: Cold Watch (Pty) Ltd.
  Bank: First National Bank
  Branch: Willow Bridge
  Account Number: 62603193989
  Branch Code: 250655
  Swift Code: FIRNZAJJ
Late Payment. If any Party fails to pay an invoice by the due date, interest will accrue on overdue amounts from the due date until payment is made at the prescribed rate under the Prescribed Rate of Interest Act 1975, or the prime lending rate published by any major South African bank, whichever is lower, compounded monthly.
- Disputed Invoices: If an invoice is disputed, payment for any part that is not the subject of a genuine dispute will not be delayed.
No Withholding or Set-Off: The Customer may not withhold payment of any amounts for any reason whatsoever. The Customer is not entitled to set off any present or future claim or defence against any fees payable to Cold Watch.
VAT All amounts payable by any Party under the Applicable Terms are exclusive of VAT unless expressly stated otherwise. VAT will be charged at the prevailing rate on all taxable supplies in South Africa.
Provision of Services: The provision of Services is subject to the signing of Cold Watch’s Hardware Purchase and Service Subscription Agreement.
Services Included:
- Real-time data monitoring and data collection;
- Cloud-based data storage and dashboard access;
- Alert notifications via email/WhatsApp when data parameters are exceeded;
- Technical support during business hours (Monday – Friday, 08:00 to 17:00 SAST);
- Remote troubleshooting and maintenance guidance;
- Software platform access and updates;
- Standard reporting and analytics tools.
Service Availability Cold Watch does not guarantee that the Cold Watch Platform or Services will always be available or without interruption. Cold Watch will use commercially reasonable efforts to maintain service availability. You acknowledge and agree that the Hardware and Services furnished by Cold Watch are not guaranteed to be uninterrupted or error-free.
Third Party Dependencies: Cold Watch is not liable for problems caused by the Customer or a third party, including wireless carriers, data centres, network congestion, weather, or other factors beyond Cold Watch’s control, or by any act of God.

4. Delivery and Installation

Delivery Period: All periods stated for delivery or completion are to be treated as estimates only. If Cold Watch is delayed in or prevented from performing any of its obligations due to the acts or omissions of the Customer or its agents (including but not limited to failure to provide specifications, site access, or such other information as Cold Watch reasonably requires), the delivery/completion period will be adjusted accordingly.
Delivery Terms: Delivery is EXW (Ex Works Cold Watch’s facilities unless otherwise agreed in writing. Title to and risk of loss in the Hardware passes from Cold Watch to the Customer upon Shipment from Cold Watch’s facilities and delivery to a common carrier, unless otherwise specified in the Hardware Purchase and Service Subscription Agreement.
- Installation: Where installation services are included, Cold Watch or its approved installer will install the Hardware at the Customer’s Premises at a mutually agreed time. The Customer must provide:
- Reasonable access to the Premises during regular business hours;
- A suitable installation location with appropriate environmental conditions;
- Electrical power supply as required by the Hardware specifications;
- Any necessary permissions or authorisations needed for installation.
Claims for Shortfalls: Claims for shortfalls in quantity or incorrect delivery will be void if made more than 14 days after receipt by the Customer.
Risk Transfer: All risk of loss, damage, destruction, or other loss in and to the Hardware passes to the Customer upon delivery.

5. Title and Ownership

Hardware Ownership
- Where Hardware is purchased outright with full payment on delivery, title transfers to the Customer upon full payment and Delivery.
- Where Hardware is purchased via instalment payments, ownership of the Hardware transfers to the Customer upon completion of all instalment payments and complete settlement of the purchase price. Until full payment is made, legal title to the Hardware remains with Cold Watch.
SIM Card Ownership:
The SIM will always remain Cold Watch’s property. The Customer receives only a license to use the SIM card for the purpose of receiving the Services during the Term.
- Software Ownership and License
  All software (including firmware, mobile applications, and the Cold Watch Platform) is owned by Cold Watch, which retains exclusive rights, titles, and ownership. The Customer is granted a limited, personal, non-exclusive license, without the right to sublicense, to use the software only:
  - With the specific Cold Watch Hardware that such software is intended to operate with, or
  - For the use intended by the Hardware specification and solely for receiving the Services, this license terminates upon termination of the Applicable Terms.
- Use of Hardware: Proper Use
  The Hardware must be used:
  - At the Customer’s cost;
  - Only for the purpose for which it was designed or intended;
  - Not in contravention of any insurance policy;
  - In compliance with all specifications, instructions and recommendations of the manufacturer, Supplier, or Cold Watch.
Wi-Fi Connectivity
If the monitoring unit is configured to operate via the Customer’s Wi-Fi network, Cold Watch will assist
with the monitoring unit’s setup and configuration on the Customer’s Wi-Fi router. The Customer is solely
responsible for providing and maintaining a reliable Wi-Fi internet connection at the Premises at all times.
Cold Watch is not liable for any interruption, degradation, or failure of the Services attributable to the
Customer’s Wi-Fi connectivity.
Maintenance: The Customer must, at its own expense, maintain the Hardware in proper working condition, ensure that all services and maintenance are performed regularly, and protect the Hardware from loss, damage, and other hazards.
No Modifications: The Customer must not materially alter, modify, disassemble, reverse engineer, or tamper with the Hardware without Cold Watch’s prior written consent. Hardware returned under warranty must be unmodified and in its original condition.
- No Encumbrances: The Customer must keep the Hardware free from attachments, hypothecations, liens, or other legal charges. The Customer will not, without Cold Watch’s prior written consent, sell, let, loan, pledge, transfer, or otherwise encumber the Hardware.
Geographic Restriction: The Customer will not remove or keep the Hardware outside the Republic of South Africa without Cold Watch’s prior written consent.
Loss, Damage or Theft. If Hardware is damaged, stolen, or lost, the Customer must notify Cold Watch immediately. The Customer is responsible for replacing or repairing the Hardware. If the Hardware is lost, stolen, or damaged beyond repair and the Customer has not completed payment, the Customer remains liable for all outstanding amounts.

6. Industry Standards Compliance

By accepting a Cold Watch quotation, the Customer confirms that it has independently considered all applicable industry-specific monitoring standards relevant to its operations and environment, including (without limitation) standards governing sensor placement, installation height, sensor spacing, and data reading frequency necessary to ensure accurate, reliable, and regulation-compliant data collection.
Where a Plug and Play Unit is delivered to the Customer without a Cold Watch installation service, the Customer’s acceptance of delivery confirms that it has satisfied itself that the Hardware configuration is appropriate for its monitoring requirements and consistent with all applicable industry standards.
Where installation is performed by a third party, the Customer’s acceptance of that installation (whether by signature of a completion certificate or by commencing use of the Hardware and Services) confirms that the Customer has verified the installation against all applicable industry standards and accepts sole responsibility for its adequacy.
Cold Watch makes no representation that any particular Hardware configuration, sensor placement, or data collection frequency will satisfy the requirements of any industry standard or regulatory framework applicable to the Customer’s operations. The Customer is solely responsible for ensuring that the Hardware is deployed in a manner that meets its own regulatory and operational obligations.

7. Limited Warranty

Warranty Coverage: Cold Watch warrants that Cold Watch-branded Hardware will be:
- Hardware: Free from defects in materials and workmanship for 12 months from the date of Delivery;
- Software: Will materially conform to published specifications for 12 months from the date of delivery. Cold Watch does not warrant that the software or any portion of it is error-free.
Warranty Exclusions: Cold Watch will have no warranty obligation with respect to Hardware subjected to:
- Abuse, misuse, negligence, or accident;
- Unauthorised modifications, alterations, or repairs;
- Use outside specifications or in contravention of operating instructions;
- External causes, including lightning, power surges, flooding, fire, or acts of God;
- Normal wear and tear;
- Relocation without Cold Watch authorisation;
- Failure caused by third-party products or services.
Software Warranty Remedy
- Suppose software or firmware does not follow the warranty. In that case, Cold Watch will provide a bug fix or software patch correcting such non-conformance within a reasonable period after Cold Watch receives it from the Customer:
  - Notice of such non-conformance; and;
  - Sufficient information regarding such non-conformance to permit Cold Watch to create such a bug fix or software patch.
Hardware Warranty Remedy:
If any hardware component fails to conform to the warranty, Cold Watch will, at its sole option:
- Refund the Hardware price paid by the Customer, less any discounts; or
- Repair or replace non-conforming Hardware with conforming Hardware having substantially identical form, fit, and function;
- Repair parts and replacement Hardware may be new, refurbished, reconditioned, or tested and found to follow applicable standards. All replacement Hardware and parts become the property of Cold Watch.
Return Procedure:
As a condition to Cold Watch’s warranty obligations, the Customer must:
- Notify Cold Watch in writing within 7 days of discovering the defect;
- Return Hardware to Cold Watch’s facilities;
- Bear the risk of loss for return shipment;
- Cold Watch will inspect within 10 business days and, if covered, repair or replace within 15 business days. Cold Watch will, at its own discretion, bear shipping costs for returning repaired/replacement Hardware and credit the Customer’s reasonable return shipping costs against future purchases.
Replacement Warranty: Repaired or replacement Hardware will be subject to the remainder of the original Warranty Period or 90 days from the date of replacement, whichever is longer.
Right to Refuse: Cold Watch reserves the right to refuse warranty repairs or replacements for any Hardware that is:
- Damaged;
- Modified or not in its original form;
- Subject to misuse or abuse.
Sole Warranty Obligation: Cold Watch’s sole obligation under this warranty is to repair or replace non-conforming Hardware as outlined above or to refund the documented Hardware price. Cold Watch’s warranty obligations run solely to the Customer, and Cold Watch has no obligation to the Customer’s customers or other users of the Hardware.

8. Limitation of Warranty and Remedies

Sole Warranty: The warranty outlined in this Agreement is the only warranty applicable to Hardware and Services. All other warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are expressly disclaimed.
Fail-Safe Applications Disclaimer
- Cold Watch specifically disclaims any liability and warranties, implied or expressed, for uses requiring fail-safe performance in which failure of Hardware could lead to death, serious personal injury, or severe physical or environmental damage, such as, but not limited to, life support or medical devices or nuclear applications. Hardware is not designed for and should not be used in any of these applications.
- If the Customer nevertheless chooses to use the Hardware, software, and Services in such activities, the Customer must not rely on them as the sole or primary source of monitoring and assumes all risk. Customer indemnifies Cold Watch from any claims arising from such use.
Aggregate Liability Cap: Cold Watch’s total aggregate liability, whether in contract, in tort, under any warranty, in negligence or otherwise, will not exceed the total amount paid by Customer to Cold Watch for the Hardware and Services in the 12 months preceding the event giving rise to the claim (or if in the first year, the total amount paid to date).
Exclusion of Consequential Damages: Under no circumstances will Cold Watch be liable for special, indirect, incidental, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of use, loss of data, business interruption, or cost of substitute services.
Price Consideration: The price stated for the Hardware and Services is a consideration in limiting Cold Watch’s liability.
Time Limitation on Claims: No action, regardless of form, arising out of the Applicable Terms may be brought by Customer more than one year after the cause of action has accrued.
Excluded Liabilities: Nothing in these Terms will exclude or limit liability for:
- Death or personal injury resulting from negligence;
- Fraud or fraudulent misrepresentation;
- Breach of confidentiality obligations;
- Breach of data protection obligations;
- Any other liability that cannot be excluded or limited by Applicable Laws.

9. Marketing Consent

The Customer consents to Cold Watch displaying the Customer name and logo on the Cold Watch website and occasionally in newsletters, case studies, and marketing materials.
Consent may be withdrawn at any time by written notice to Cold Watch. All monitoring data remains confidential regardless of marketing consent.

10. Intellectual Property

Cold Watch IP: All Intellectual Property in the Cold Watch Platform, software, algorithms, user interfaces, documentation, and related materials remains the exclusive property of Cold Watch.
Customer Data: All Monitoring Data collected from Customer’s Hardware remains the property of Customer. The Customer grants Cold Watch a limited license to process, store, and analyse such Monitoring Data solely for providing Services and improving the Cold Watch Platform, provided such use does not identify Customer or compromise Customer’s Confidential Information when used in an aggregated, anonymised form.
Pre-Existing IP: Each Party retains all rights to Intellectual Property owned or controlled by them before the Engagement and any Intellectual Property conceived or created by or on behalf of them during the Engagement, unless otherwise agreed in writing.

11. Representations and Warranties

Mutual Representations
- Each Party represents, warrants and agrees that:
  - It has full legal capacity, right, authority and power to enter into the Applicable Terms and perform its obligations;
  - The Applicable Terms constitute legal, valid and binding agreements, enforceable in accordance with their terms;
  - It has complied with all Applicable Laws in all material respects;
  - It is not subject to an Insolvency Event;
  - It has not relied upon any representation made by the other Party other than those expressly set out in the Applicable Terms.
Information Accuracy: Each Party providing information or Monitoring Data undertakes to use reasonable efforts to ensure that all information shared is true and accurate in all material respects.

12. Indemnity

General Indemnity: Each Party (the “Breaching Party”) agrees to indemnify, defend, and hold harmless the other (the “Non-Breaching Party”) from and against any claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of:
- Any breach of representations, warranties, covenants, or agreements in the Applicable Terms;
- Any negligent act or omission, or Wilful Misconduct;
- Any violation of Applicable Laws by the Breaching Party.
Customer Indemnity for Hardware: Customer indemnifies and holds Cold Watch harmless from all loss, injury, damage, fines, penalties and claims arising from or connected with the Hardware, or the use or possession of it by Customer, whether caused by Customer or anyone else.
Cession of Supplier Claims: Cold Watch cedes to Customer all claims which Cold Watch may have against the Supplier of Hardware arising out of any express or implied guarantee, warranty or undertaking as to condition or quality of Hardware or suitability for any purpose, including latent or patent defects, except as provided in Cold Watch’s express warranty in Clause 9. This cession operates as a complete discharge of any Cold Watch liability beyond the warranty provided.

13. Force Majeure

Force Majeure Relief: Neither Party will be liable for any delay or failure to perform obligations to the extent caused by a Force Majeure Event.
- Notice: If a Party (the “Affected Party”) is prevented from performing an obligation due to a Force Majeure Event, it must promptly notify the other Party with reasonable details.
- Extension Period: The Affected Party is entitled to a reasonable extension of time to perform (up to a maximum of 12 months unless otherwise agreed).
Termination: If the Affected Party remains unable to fulfil obligations following the Extension Period, the other Party may terminate the affected Applicable Terms.
Change in Law: Where a Change in Law has a material impact on the ability to perform obligations, the affected Party will notify the other, and the Parties will negotiate necessary changes to maintain commercial terms and risk allocations. If no agreement is reached within 1 month, either Party may terminate the affected Applicable Terms.
Payment Obligations: This clause does not apply to obligations to pay amounts due unless the Force Majeure Event affects relevant banking infrastructure and/or systems.

14. Confidentiality

Confidentiality Obligations: Each Party as Recipient agrees:
- Not to disclose Confidential Information without prior written consent;
- Not to use Confidential Information except for fulfilling obligations or exercising rights under Applicable Terms;
- To use commercially reasonable efforts to prevent use or disclosure by its employees, consultants, representatives or others.
Exceptions: Confidentiality obligations do not apply to information:
- Which becomes generally known to the public other than by breach;
- Disclosed to bankers, financial advisors, consultants, and legal advisors under obligations of confidentiality no less onerous than these Terms;
- Required to be disclosed pursuant to Applicable Laws or to governmental or statutory authority;
- Required to be disclosed pursuant to a legal process issued by any court or tribunal.
Required Disclosure: If disclosure is required by any law or legal process, the disclosing Party will, to the extent permitted by law, promptly inform the other Party, consult in advance as to form, content and timing, and reasonably cooperate to resist disclosure or obtain a protective order.
Duration: Confidentiality obligations survive termination and continue for 5 years from termination or for such an extended period as required by Applicable Laws.

15. Data Protection and POPIA Compliance

Personal Information Exchange: To fulfil their obligations, Parties will exchange limited personal information, including the names and contact details of employees, consultants, and representatives.
Compliance: Each Party will assist the other in complying with all applicable requirements of the Protection of Personal Information Act 2013 (POPIA) and any other applicable data protection legislation.
Cold Watch Privacy Policy: Cold Watch will process any personal information received from the Customer in accordance with Cold Watch’s Privacy Policy, available at
https://coldwatch.co.za/privacy-policy
Monitoring Data: All Monitoring Data (data readings, alert logs, system performance data) belongs to the Customer. Cold Watch processes this data solely for the purpose of providing Services and may use aggregated, anonymised data to improve the Cold Watch Platform, provided such use does not identify the Customer.
Data Security: Cold Watch implements appropriate technical and organisational measures to ensure security commensurate with the risk, including measures to protect personal information and monitor data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access.
Data Retention: Cold Watch will retain Monitoring Data for the duration of Applicable Terms and for 12 months thereafter, unless otherwise required by Applicable Laws or agreed in writing. Upon termination and expiry of the retention period, Cold Watch will securely delete or return Monitoring Data as requested.

16. Breach and Remedies

Events of Default: Customer is in breach if it:
- Defaults in payment and remains in default for 7 days from the written notice;
- Fails to perform obligations and fails to remedy within 7 days of written notice;
- Commits any act of insolvency;
- Suffers unsatisfied default judgment (7 days) or not rescinded (10 days);
- Is liquidated, placed under business rescue, or wound up;
- Abandons Hardware;
- Compromises with creditors;
- Makes false statements regarding Applicable Terms or financial affairs.
Cold Watch’s Rights Upon Breach: Upon default, Cold Watch may:
- Claim immediate payment of all amounts, whether due or not;
- Terminate Applicable Terms, suspend Services, retain monies paid, claim liquidated damages of all outstanding service fees plus VAT and legal costs on an attorney-client scale;
- Suspend Services until defaults are remedied;
- Continued Obligations: Termination for breach does not affect accrued rights and obligations at the termination date or any provision intended to survive termination.

17. Termination

Normal Termination: If, at the expiration of the Initial Term, the Customer is not in breach and has paid all sums due, the service subscription will end. Hardware remains the Customer’s property. Either Party may terminate the month-to-month continuation with three months’ notice.
Early Termination by Customer: Customers may terminate their service subscription at any time during the Term by paying the balance of the remaining service fees in a lump sum, discounted to present value; however, the Client may incur additional penalties.
Total Loss: Where the Hardware is purchased through a rental option, the agreement terminates automatically if the Hardware is lost/stolen (and not recovered within 21 days), or destroyed/damaged beyond repair. The Customer will pay Cold Watch the greater of insurance proceeds, fair market value, or the balance of service fees to expiry (discounted to present value).
Effect of Termination: Upon termination:
- All outstanding amounts become immediately due;
- Customer retains ownership of Hardware (if fully paid);
- Cold Watch ceases providing Services;
- Software licenses terminate;
- SIM cards must be returned to Cold Watch at the cost of the Customer alternatively, the SIM card will be disconnected.
- Confidentiality obligations survive;
- Clauses intended to survive remain in effect.

18. Insolvency

Ongoing Insolvency: If an ongoing Insolvency Event occurs, Parties agree to work together in good faith to honour Applicable Terms, in cooperation with management and/or any person appointed to manage the assets.
Final Insolvency Notice: Each Party agrees to notify the other within 7 days if any Final Insolvency Event becomes reasonably likely.
Enforceability: This clause represents the Parties’ intentions but remains subject to Applicable Laws governing the disposal of assets or the management of business in insolvency, including the Insolvency Act 1986 (as may apply) and the Companies Act 2008. It may or may not be enforceable in the circumstances.

19. General Provisions

Authority: The Customer represents and warrants that the individual entering into these Terms has the full legal authority to bind the Customer.
Variation: Cold Watch may vary these Terms by notice. To the extent changes have a material adverse effect on Customer’s rights or financial obligations, they will not take effect unless Customer provides express consent.
No Partnership: Nothing in Applicable Terms constitutes a partnership or joint venture or constitutes any Party the agent of the other.
- Severability: If any provision is held void, invalid, illegal or unenforceable, that provision is construed as narrowly as necessary to allow it to be valid or enforceable, failing which it is severed without affecting the validity of the remainder.
Assignment: Customers may not assign or transfer any Applicable Terms without Cold Watch’s prior written consent. Cold Watch may assign or transfer without notice.
Time Not of Essence: Time is not of the essence in any Applicable Terms unless expressly stated otherwise.
Cost: Each Party bears its own costs and expenses related to preparation, negotiation and entering into Applicable Terms, except as otherwise provided.
No Third-Party Rights: Applicable Terms do not confer rights on any person (other than Parties and, where applicable, their successors and permitted assigns).
Counterparts and Electronic Signatures: Applicable Terms may be executed in counterparts, each being an original, and together they constitute one agreement. Facsimile or electronic delivery has the same force as original signatures.

20. Notices

Method: Any notice or communication is valid if sent to the email address last notified to the other Party, unless a postal notice is required by law.
Deemed Receipt: Notice deemed received:
- If by email: upon dispatch to the recipient’s email address during business hours, else next business day;
- If by personal delivery: upon delivery at the address;
- If by registered post: 7 days after the date of posting.
Change of Address: A Party may notify the other of a change to its address or email address for this clause, and such change will be effective immediately upon receipt unless otherwise specified.

21. Law and Jurisdiction

Governing Law: The Applicable Terms and all disputes and claims (including contractual disputes or claims) arising out of or in connection with them or their subject matter or formation will be governed by and construed in accordance with the law of the Republic of South Africa.
Jurisdiction: The Customer consents to the jurisdiction of the Magistrate’s Court having jurisdiction over its person, notwithstanding that the amount of any claim may exceed the jurisdiction of that court. Cold Watch has the right to institute proceedings in any division of the High Court of South Africa that has jurisdiction, or in any other court having jurisdiction.

22. Dispute Resolution

Good Faith Negotiations: A Party may not commence court proceedings relating to any dispute, disagreement, or claim arising from or in connection with the Applicable Terms (including any question regarding its existence, validity or termination) (a “Dispute”) without first meeting with a senior representative of the other Party to seek, in good faith, to resolve the Dispute.
Escalation: If the Parties are unable to resolve the Dispute through good faith negotiations within 30 days of the initial meeting, either Party may proceed with formal dispute resolution.
Arbitration: Any disputes arising out of or in connection with the Applicable Terms that cannot be resolved through negotiations must be referred to and finally resolved by mediation, followed by arbitration, pursuant to the Arbitration Rules of the Arbitration Foundation of Southern Africa, which rules are deemed to be incorporated by reference in this clause. The Arbitration will consist of a sole arbitrator. The arbitration seat will be Cape Town, South Africa. The arbitration language will be English. This arbitration agreement will be governed by and construed in accordance with the laws of the Republic of South Africa.

23. Certificate of Indebtedness

A certificate signed by any Director or Manager of Cold Watch, whose authority or appointment it is not necessary to prove, in respect of any indebtedness of the Customer under the Applicable Terms or in respect of any other fact, is prima facie evidence of the Customer’s indebtedness to Cold Watch or such other point for the purpose of obtaining a judgment or order against the Customer in any competent court.

24. Indulgence

No relaxation or indulgence granted by either Party to the other is deemed to be a waiver of any of that Party’s rights under the Applicable Terms, and such relaxation or indulgence is not deemed a novation of any of the terms and conditions of the Applicable Terms.

25. Contact Information

For all queries relating to these Terms and Conditions:
Cold Watch Africa (Pty) Ltd
Physical Address: Radicle Building, 5 Waterblommetjie Street, Wellington Industrial Park, Wellington, Western Cape, 7654, South Africa
Email: franco@coldwatch.co.za

26. Acknowledgement and Acceptance

By signing the Hardware Purchase and Service Subscription Agreement or by using the Hardware or Services, the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions, as amended from time to time.