Fire-IT FortiGate Support and Managed Security Appliances Agreement

This agreement applies to the FortiGate firewall service quoted on this proposal, whether it is a new appliance or the renewal of cover on one you already have. The appliance model, the FortiGuard subscription, the term, how you are paying for the appliance, whether maintenance and support is included, and every price are the values shown on this proposal for the option you select at the time of signing. Together with this proposal they form the agreement between Fire-IT (Pty) Ltd ("Fire-IT", "we", "our"), registration number 2012/173035/07, VAT number 4610272165, of 36 Regency Dr, Route 21 Business Park, Centurion, Pretoria, Gauteng 0178, and the client named on this proposal ("you", "your"). Fire-IT resells the appliance and its FortiGuard and FortiCare entitlements; the software on the appliance is Fortinet's and is used under Fortinet's own licence terms.

In this agreement the Service Equipment is the FortiGate firewall appliance quoted on this proposal, together with its power supply and anything else Fire-IT supplies with it. The Services are the supply or renewal of the appliance and its cover, its installation or activation, and, where this proposal includes it, Fire-IT maintaining, monitoring and supporting it. A Service Order is this proposal as accepted, or a later written order, including an electronic one, for further Services. Third-party services are services, networks and systems supplied by anybody other than Fire-IT, including your internet line and Fortinet's own cloud services. Personal Information has the meaning given to it in the Protection of Personal Information Act 4 of 2013 (POPIA). This agreement takes effect when you sign this proposal or when Fire-IT begins the Services, whichever happens first.

The service is the supply or renewal of a FortiGate firewall and its cover for the term and the subscription set out on this proposal. Fire-IT sells FortiGuard subscriptions over one year or three years and in four bundles: FortiCare support on its own, Advanced Threat Protection, Unified Threat Protection and Enterprise Protection. The bundle and the term that apply to you are the ones shown on this proposal for the option you select, and what each bundle contains is Fortinet's published definition of it. Depending on the bundle, the subscription provides services such as intrusion prevention, advanced malware protection, application control, web and video filtering and antispam. Every bundle includes 24x7 FortiCare, which is Fortinet's global vendor support for the appliance.

Where this proposal includes maintenance, monitoring and support, either as a line of its own on an appliance you buy outright or inside the monthly charge of a rent-to-own or managed option, Fire-IT also provides remote firewall and network support Monday to Friday between 07:00 and 17:00, excluding South African public holidays, together with ongoing maintenance of the appliance and remote assistance. Faults are logged with the Fire-IT service desk, diagnosed remotely, and escalated by Fire-IT to Fortinet under FortiCare where the cause is the appliance or a FortiGuard service. Configuration changes Fire-IT can complete within fifteen minutes are included; larger changes are quoted and agreed in writing before the work starts. Where this proposal does not include maintenance, monitoring and support, Fire-IT support is available on request and is quoted separately.

Ownership depends on how this proposal sells the appliance, and the option you select decides which of the following applies. Where you buy the appliance outright, it becomes your property once it has been paid for in full, and remains Fire-IT's property until then. Where you rent it to own, it remains Fire-IT's property until the final instalment of the term has been paid and becomes yours on that payment at no further cost. You may settle a rent-to-own term early by paying every remaining instalment in one amount, and the appliance becomes yours on that payment; the instalments are not discounted for early settlement. Where the service is managed, the appliance remains Fire-IT's property throughout and is returned to Fire-IT at the end of the service, and nothing on this proposal transfers it to you. Renewing the cover on an appliance you already own does not change who owns it. If the appliance is replaced under Fortinet's warranty or FortiCare during the term, the replacement takes the place of the original on the same terms, with the same ownership, the same term and the same charges.

While the appliance is Fire-IT's property you are liable for its full replacement cost if it is lost, stolen, destroyed or damaged beyond fair wear and tear. That includes damage by lightning or an electrical surge, water or fire, damage from an incorrect power supply, and damage from the appliance being tampered with, modified or reverse engineered by anyone other than Fire-IT. The replacement cost is the value stated on this proposal or, where none is stated, Fire-IT's current price for the same or an equivalent appliance, and it becomes due when the loss or damage occurs. Fire-IT strongly recommends that you insure Fire-IT equipment on your premises under your own policy against lightning, surge, theft and accidental damage. An appliance that is your property is at your risk from delivery.

Where the appliance is Fire-IT's property and this agreement is cancelled or ends, you must return it to Fire-IT within seven working days, in good working order and with its power supply. If it is not returned within that time, the replacement charge stated on this proposal becomes due, calculated as set out above.

The monthly charge for a managed firewall service, and the monthly charge for maintenance, monitoring and support where it is quoted as a line of its own, increase on each anniversary of the date the service starts by not less than 7%. Fire-IT tells you the new charge in writing at least 30 days before it takes effect. A rent-to-own instalment, including the maintenance and support inside it, is fixed for the term and does not increase. Once-off charges, and a FortiGuard subscription invoiced once for the whole term, are fixed at the values on this proposal. Where this proposal shows a total over the term, that total is calculated at the starting monthly charge and does not include these increases.

The service runs for the fixed term stated on this proposal for the option you select, from the date it starts, which is the date the subscription is activated on the appliance. It cannot be cancelled during the term. If you end it early, payment for the remainder of the term is not waived: every amount still to be paid for the term becomes immediately due. At the end of the term the service renews for a further term of the same length unless either party cancels it in writing with at least one full calendar month's notice before the term ends, and Fire-IT confirms the renewal cost in writing at least 30 days before a subscription lapses. On a rent-to-own option what renews is the subscription and the support; the instalments for the appliance end with the term. An order cancelled after the hardware has been ordered attracts the handling fees and supplier charges Fire-IT incurs. Fire-IT may suspend or terminate the service for breach or non-payment, and suspension does not stop the charges or shorten the term.

When this agreement ends, for any reason, all outstanding amounts become immediately due, an appliance that is Fire-IT's property is returned as set out above, and Fire-IT removes its configuration as set out below. The clauses on payment, liability, personal information and non-solicitation survive the end of the agreement.

Monthly charges are invoiced monthly in advance on five-day payment terms, and the first month is charged pro rata. A FortiGuard subscription is invoiced once, on activation, and covers the whole term. Payment by debit order is preferred, and cheques are not accepted. Fire-IT's invoice is prima facie proof of the amount owed, you remain liable for an amount that is due whether or not you received the invoice, and payment is required up front wherever this proposal says so. Where you buy an appliance outright, Fire-IT orders it once it has received a deposit of 80% of its price, and delivers it once it has been paid for in full. Quotes are valid for the period stated on this proposal.

If you do not pay an amount by its due date, that amount bears interest from the due date until it is paid, at 2% a month on the amount outstanding, which is a rate of 24% a year, and it is not compounded. Where the law sets a lower maximum rate for your account, that lower maximum applies instead. No separate penalty or late payment fee is payable. Interest, together with any fees and collection costs, stops accruing once it equals the unpaid capital that was owed when you first fell into default, and starts running again only once you have brought the account up to date. A failed debit order attracts an administration fee of R150 excluding VAT, plus the bank's charges; where the National Credit Act 34 of 2005 applies to your account, that fee and any collection costs are limited to the maximum that Act and its regulations allow. If an amount remains unpaid, Fire-IT may suspend the service until it is paid in full, and minimum charges continue while it is suspended. Fire-IT may also hand the account over for collection. Before Fire-IT reports any adverse information about you to a credit bureau it will give you at least 20 business days' written notice of its intention to do so, and it will not report the information if you pay the arrears within that period, if you have disputed the amount in writing on reasonable grounds, or if the debt has prescribed. Because those remedies require the person signing to be identifiable, Fire-IT records the identity or passport number of the signatory with the signature, and holds it for that purpose alone. These are the same rules as clause 5 of the Fire-IT Standard Terms and Conditions.

To the maximum extent permitted by law, Fire-IT's total liability under this agreement is limited to the amounts you paid Fire-IT under it in the twelve months preceding the claim. Fire-IT is not liable for indirect, consequential, special, incidental or punitive damages, or for loss of profit, loss of data, business interruption, operational downtime or lost opportunity, including where it is caused by a failure of the firewall. Fire-IT is not liable for a failure of a third-party service, including an extended outage, or for a security breach resulting from a configuration change you asked for.

You indemnify Fire-IT against all claims, damages and costs arising from your breach of this agreement or of the law; your misuse of the Services or any prohibited activity; a third party's claim relating to your content or activities; damage you cause to the Service Equipment; the loss, theft or destruction of Fire-IT equipment on your premises; the theft of, lightning damage to, tampering with or reverse engineering of managed equipment; a breach of a software licence or of third-party terms; and a breach of the non-solicitation clause below.

During this agreement and for twenty-four (24) months after it ends, you may not, directly or indirectly, solicit, recruit, hire or attempt to hire any Fire-IT personnel; encourage any of them to leave Fire-IT; offer any of them employment, contract work or a business opportunity; help a third party recruit them; or contact them about employment or business opportunities outside Fire-IT's official business. Fire-IT personnel means Fire-IT's current employees, contractors and consultants, anyone who left Fire-IT within the 12 months before you contacted them, and anyone who provided services to you on Fire-IT's behalf during this agreement. If you breach this clause, Fire-IT may recover the loss it suffers as a result, together with its legal costs of enforcing the clause on the attorney and own client scale. You accept that money may not be an adequate remedy for such a breach, and Fire-IT may apply for an interdict, specific performance or other appropriate relief without furnishing security or proving that damages would be inadequate.

Both parties are bound by POPIA. Fire-IT processes personal information only as necessary to provide the Services, on the grounds that the processing is needed to perform this agreement, serves the legitimate business purposes of delivering, supporting and billing the Services, is required by law, or is something you have consented to.

You consent to Fire-IT sharing the personal information needed to deliver the Services with two kinds of recipient: Fortinet, for registering the appliance, its subscription and its support entitlement, which needs your company name, registration and VAT numbers and technical contact details; and delivery and logistics partners, for delivering hardware, which needs the delivery address and the details of the person authorised to receive it. Registering the appliance with Fortinet may transfer that information outside South Africa, and Fire-IT makes such a transfer only to a country with adequate data protection or under appropriate contractual safeguards.

Fire-IT collects and shares only what a specific purpose needs, uses it only for the purposes in this agreement, keeps it accurate, and retains it only for as long as service delivery or the law requires. It holds data processing agreements with the providers who receive it, covering confidentiality, security, purpose, retention, deletion and incident notification. It protects personal information with access controls, encryption in transit where technically feasible, regular security assessments and staff training, and keeps the records of processing POPIA requires. Fire-IT will notify you of a confirmed breach affecting your personal information within 72 hours of discovering it, where feasible and as the law requires, setting out its nature, the information affected, the likely consequences and what has been done about it, and will make any regulatory notification POPIA requires of it.

You may ask for access to, correction of or deletion of your personal information, subject to legitimate business and legal requirements, object to processing based on legitimate interests, and ask for your information in a structured, commonly used format. You must give Fire-IT accurate information and tell it when that information changes, have authority to share the personal information of your employees and users, comply with POPIA in your own processing, and cooperate with Fire-IT on data subject requests. Fire-IT's obligations cover personal information you give it or that it collects in delivering the Services, processing under its direct control, and security within its own systems. It is not responsible for your own compliance or internal handling of data, for information once it is in your systems, for a breach at a third party beyond its control, or for your failure to protect data on your side.

Installation and activation depend on the availability of the hardware from Fortinet's distribution channel and on access to your site. Fire-IT is not liable for a delay caused by a third-party supplier, by an approval that is not Fire-IT's to give, or by site access.

Fire-IT's trademarks, software, documentation and systems remain Fire-IT's exclusive property, and so do the scripts, configurations and templates Fire-IT creates, including the policy set it builds on the appliance. While Fire-IT manages the appliance you may not access, modify or replicate that configuration without Fire-IT's written agreement. When this agreement ends, Fire-IT removes the security templates and configuration it applied and the management access it holds.

South African law governs this agreement, and the parties submit to the jurisdiction of the South African courts. Neither party is liable for a failure or delay caused by fire, flood, earthquake, the elements, an act of God, war, terrorism, riot, civil disorder, rebellion, revolution, a pandemic or quarantine restriction, government regulation, a labour dispute, strike or lockout, a supplier failure, or anything else beyond its reasonable control. This proposal and this agreement, with any later Service Order, are the whole agreement for the services they cover, replace any earlier negotiation, representation or agreement about them, and may be amended only in writing signed by authorised representatives of both parties. Where a Fire-IT Master Service Agreement is also in place between us, this agreement governs the FortiGate services it covers and prevails over that Master Service Agreement to the extent of any conflict. If any provision is found invalid or unenforceable, the rest of the agreement remains in force. This agreement may be signed in counterparts, and acceptance is binding under the Electronic Communications and Transactions Act: an electronic signature has the same effect as an original.

This agreement applies together with the general terms that cover every Fire-IT service. Read the Standard Terms and Conditions.