TERMS AND CONDITIONS

In these terms and conditions: – The “Goods” means the goods sold as indicated on any Company forms, price lists, quotations, orders or invoices. The “Company” means Entrutech CC. The “Customer” means the entity defined on the signature (last) page of this Agreement. The “Services” means the services rendered in terms of any Service Level Agreement.

1. PRICES AND QUOTATIONS

1.1 The price of the Goods sold, or Services rendered shall be the usual price as set out in the Company price list/quote at the time of the sale of the Goods, or in the accompanying Service Level Agreement, whichever is applicable.

1.2 The Company reserves the right to change the prices of the Goods and Services from time to time without prior notice to the Customer. Without limiting the generality of the right to increase prices, such increases will be caused as a result of, amongst other things, annual increases, rand/dollar fluctuations and third-party increases.

1.3 All quotes remain valid for 3 (three) days from the date of the quote or the number of days specified on the quote (item dependent) or until the date of issue of a new quote, whichever occurs first. The validity of any price quoted is subject to availability.

1.4 Any quote may be changed at any time in the event of any increase in the cost price of the Goods or Services, including currency fluctuations. Price increases will only be affected if the Goods have not yet been dispatched to the Customer.

1.5 In the case of an ongoing relationship, the Parties shall negotiate once a year and in good faith to agree on any amendment to the Price of a Service Level Agreement, however, the existing Price shall remain valid with no retrospective or future increase until an agreement is reached between the Parties.

1.6 However and in any event, the Parties agree that any increase in fees of a Service Level Agreement shall be, at least, the Forecasted Average CPI for the period under negotiation and shall become effective on the annual anniversary of a Service Level Agreement.

2. INVOICING

2.1. Invoices for Goods will be as follows:

2.1.1. Recurring monthly licensing and Services invoices are sent out on the 20th of each month for the following month and payable on the 1st day of the month in advance.

2.1.2. Invoices for Goods sold and delivered will be sent when Goods are sold and are immediately due and payable.

2.2. Ad-hoc support invoices will be sent out on the 20th to the 25th of each month and are payable before the 1st day of the following month.

2.3. Statements will be sent out on the 27th/28th of each month.

3. PAYMENTS

3.1 The Customer shall pay the amount on the tax invoice when payment is due in terms of the Invoice via EFT.

3.2 The Customer has no right to withhold payment or make set-offs or deductions from any payment due by it for any reason whatsoever.

3.3 The Company shall have the right to suspend all the delivery of all Goods and the rendering of all Services immediately upon non and/or late payments, and the Customer shall be liable for the costs associated with the reinstitution of the Goods or Services should they wish to do so after suspension of the delivery of the Goods or Services due to default in payment.

3.4 Default Interest calculated at 2% per month will be charged to any overdue payments.

4. ORDERS

4.1 The Customer hereby confirms that the Goods and Services on the tax invoice issued duly represent the Goods or Services ordered by the Customer at the prices agreed to by the Customer, subject to 4.2 below.

4.2 The Customer agrees to inspect and satisfy itself that the Goods conform to specifications in all respects, including the quality and quantity ordered and that the Goods are free from any defects within a period of 24 hours after delivery. If the Customer does not report defective delivery within 24 hours after receipt of the delivery, the Goods are deemed to be delivered, free of any defects, and in accordance with the respective order.

4.3 All signed orders and/or Service Level Agreements, and any variations to orders or Service Level Agreements will be binding, and subject to these standard terms and conditions and may not be varied or cancelled.

4.4 Orders or Service Level Agreements shall constitute irrevocable offers to purchase the Goods or request for Services, as the case may be, at the quoted price or usual price as at the date when the order is placed, subject to clause 1.4 above, and shall be capable of acceptance by The Company by the delivery of the Goods, written acceptance or confirmation or signature of the order or Service Level Agreement.

4.5 The Customer shall provide The Company with an order number when placing an order, or entering a Service Level Agreement.

4.6 Any order marked for “Collections” and not collected within 3 days of the Company confirming to the client that the order is ready for collection, the order will automatically be credited back into the system.

4.7 Where there is a contradicting term between an Order or Service Level Agreement and these terms and conditions, these terms and conditions shall take precedence.

5. DELIVERY

5.1 Any delivery note (copy or original) signed by the Customer and/or its authorised representative and/or its nominated agent, shall be prima facie proof that delivery was made to the customer.

5.2 The Company may split the delivery into partial deliveries of Goods ordered in the quantities and on the dates it decides with the prior consent of the Customer, which consent shall not be unreasonably withheld.

5.3 In the event of the Customer engaging its own third party to transport the Goods, then the Customer indemnifies The Company against any claims of any nature whatsoever that may arise from the agreement between the Customer and Third Party, and without limitation, the transport of the Costumers Goods.

5.4 The Company may engage a third party on its behalf to transport all Goods purchased by the Customer to the delivery address stipulated by the Customer with the costs of the delivery to be agreed upon in the form of a quote and acceptance by the Customer. The Company is entitled to charge reasonable delivery charges, as and when necessary.

5.5 Should the Customer wish to receive delivery of the Goods by a more expensive method of transportation than that normally used by The Company, the Customer shall make such request in writing and, in the event that The Company agrees to arrange such special delivery the additional charges shall be payable by The Customer.

5.6 The Company does not guarantee that the Goods will be dispatched or delivered on a particular date and time, and the Customer shall have no claim against The Company in respect of any loss occasioned by any delay in dispatch or delivery of any Goods, nor may the Customer cancel any order by reason of such delay.

5.7 Subject to the provisions of clause 4.2 above, Goods received in a damaged condition shall either be rejected or accepted, and a note of the item and type of damage shall be made on the front of the invoice.

6. OWNERSHIP AND RISK

6.1 All risk in and to all Goods sold by The Company to the Customer shall pass to The Customer upon delivery, or collection by The Customer or Third Party appointed by the Customer.

6.2 Ownership of hardware and any and all Goods only transfer to The Customer once full payment is received. Ownership shall therefore remain with the Company until such time as full payment is received and the Customer’s right to possession of the Goods shall immediately terminate if the Company cancels this Agreement or Order as a result of the Customer breach and non-payment, and in a case where the Customer goes into any form of Business Rescue Proceedings, Liquidation or the like. The Customer shall immediately make such unpaid Goods available for collection by the Company.

6.3 The Customer shall fully insure the Goods purchased from The Company against loss or damage until The Customer has paid the full purchase price for such Goods. All benefits in terms of the insurance policy relating to the insurance of such goods is ceded to the Company until such time as the Goods is paid in full.

7. BREACH OF CONTRACT

7.1 Without prejudice to its rights in terms of this Agreement, The Company shall be entitled to cancel any order, Service Level Agreement or this Agreement by written notice, and claim damages or specific performance if:

7.1.1 the Customer commits a breach of this Agreement, term of an order or Service Level Agreement and fails to remedy such breach within four (4) days after receipt of notice calling upon it to do so;

7.1.2 The Customer repeatedly breaches any term of this Agreement, order or Service Level Agreement in such manner that the Customer’s conduct is inconsistent with the intention or ability of the Customer to carry out the terms of the agreement,

7.1.3. or if the Customer is sequestrated or placed under liquidation or enters into judicial management, business rescue or the like;

7.1.4 or commits any act of insolvency or enters into a compromise with its creditors or fails to satisfy a judgment granted against it within 7 (seven) days of the date of judgment or changes the structure of its ownership.

7.2 The Company shall be entitled, without prejudice to its rights in law or in terms of this Agreement, to take possession of any Goods that are not fully paid and is hereby irrevocably authorised to enter upon the Customer’s premises to take delivery of such goods without a Court order.

7.3 In the event of breach by The Company, and should The Company fail to remedy such breach within four (4) days after receipt of notice to that effect from the Customer or should The Company repeatedly breach this agreement in such manner that The Company’s conduct is inconsistent with the intention or ability of The Company to carry out the terms of the agreement, the Customer has the right to cancel the contract, the Customer will still be responsible for any outstanding amounts payable.

8. CANCELLATION OF A SERVICE LEVEL AGREEMENT AND FIXED-TERM SOFTWARE SUBSCRIPTION

8.1. The Company and the Customer shall be entitled to cancel any Service Level Agreement which regulates the rendering of Services by giving the other party 30 days written notice.

8.2. If the Customer elected to subscribe to a month-to-month subscription of software (such as Microsoft NCE and other packages), the Customer may cancel such subscription by giving 30 days written notice.

8.3. If the Customer elected to purchase a 1 or multiple-year subscription of software (such as Microsoft NCE and other packages), the Customer agrees that the package is purchased on the date of subscription and becomes liable for payment of the full purchase price immediately, notwithstanding the payment option the Customer elects. 8.4. Should the Customer elect to cancel a 1 or multiple-year subscription package, it may do so by giving 30 days written notice, with the understanding that:

8.4.1. the Company shall not be obligated to pay, nor shall the Customer become entitled to a pro-rata refund of the amount if paid in advance; and

8.4.2 if the Customer elected to pay the purchase price in instalments, shall be held liable for the balance of the purchase price and the total outstanding balance shall become immediately due and payable upon cancellation. 8.5. Should the Customer elect to pay the purchase price of a 1 or multiple-year package in monthly instalments, the authorised signatory of the Customer (in the case of an entity) or the Customer him/herself (in the case of a natural person) shall be required to bind him/herself as personal surety on behalf of The Customer unto The Company for the payment of the purchase price in accordance with the Surety Agreement attached hereto.

8.6. The cancellation of one Service Level Agreement or Order or the Supply of Goods or Services, shall not have the effect that this Agreement, or any other Service Level Agreement or Order or Supply of Goods or Services are also cancelled and shall remain in force and effect unless specifically cancelled.

9. LEGAL PROCEEDINGS

9.1 These terms and conditions shall be governed and construed under and in accordance with the laws of the Republic of South Africa.

9.2 The Company shall, at its option and notwithstanding that the amount of its claim or the nature of the relief sought exceeds the jurisdiction of the Magistrate’s Court be entitled, but not obligated, to institute action out of such court.

9.3 A certificate issued and signed by any director, member or manager of The Company, whose authorisation need not be proved, in respect of any indebtedness of the Customer to The Company or in respect of any other fact, including but without limiting the generality of the foregoing, the fact that such Goods/Services were sold and delivered, shall be prima facie proof of the Customer’s indebtedness to The Company and prima facie proof of delivery of the Goods in terms of this contract.

9.4 Any information in whatever format provided by The Company of computer evidence shall be admissible evidence and the Customer shall not be entitled to object to the admissibility of such evidence purely on the grounds that such evidence is computer evidence.

9.5 The Customer’s address on the Customer Information on this Agreement, shall be recognised as the Customer’s domicilium for all purposes in terms of this agreement whether in respect of the serving of any court process, notices of payment of any amount or communications of whatever nature.

9.6 In the event of the Customer breaching any of its obligations and/or failing to timeously make payment of any amount to The Company, the Customer agrees to pay, and shall be liable to pay, all legal costs incurred by The Company in enforcing its rights in terms of these terms and conditions on the attorney and own client scale including collection charges of 10%, tracing agent’s fees, airfares and export fees.

9.7 The Customer agrees that neither The Company nor any of its employees will be liable for any negligent or innocent misrepresentations made to the Customer, nor shall the Customer be entitled to abandon these terms and conditions on those grounds.

10. RETURNED GOODS

10.1 Whilst The Company is under no obligation to accept the return of Goods, the Customer may apply to The Company for permission to return goods and if written permission is given- the Customer may return any goods to The Company or its nominee at the Customer’s own cost and with a handling fee payable to the Company equal to 15% of the value of the returned goods.

10.2 In the event of a cancellation of an order by The Customer for defective goods accepted for return by The Company, the Customer does so at its own cost, but no handling fee will be payable.

10.3 The Company and Customer agree to be bound by the original equipment manufacturer (OEM) (or original manufacturer of the Goods) policies relating to returned and/or faulty goods, refunds and warranties and The Company gives no other warranties or undertakings than that given by the Original Manufacturer and the Customer agrees that any claim will be against the OEM and not against the Company.

11. WARRANTIES AND INDEMNITY

11.1 The Customer is given all the advantages of any warranties given by the OEM, and is limited to the warranties given by the OEM. The Company does not give any additional warranty on Goods sold, and the Customer indemnifies and holds the Company harmless against any claim the Customer may have as a result of faulty or damaged goods that were not manufactured by the Company as the Customer understands that any claim lies against the OEM.

11.1.1 All guarantees and warranties are immediately null and void should any equipment be tampered with or should the “seals” on the equipment be broken by anyone other than The Company or its appointed nominee, or should the Goods be operated outside the Company or OEM`s specifications.

11.2 To be valid, claims relating to warranties or guarantees given by the OEM shall be supported by the original tax invoice and the Goods shall be in their original packaging and shall be accompanied by all accessories and manuals shall be intact. All items shall be returned in “as new” condition.

11.3 The Customer indemnifies and holds The Company (including its employees, subcontractors or subsidiaries) harmless against all claims of whatsoever nature that may be brought or threatened against The Company by any third party arising from or in connection with any defect, latent or otherwise in any Goods supplied of which the Company was not the manufacturer and/ or Services rendered by the Company, unless the services were rendered in a grossly negligent manner.

11.4 The Company shall not be liable for any claim of whatsoever nature and howsoever arising whether in contract or in delict, or arising out of the provision of the Services or not, or for damages or otherwise (which includes Data Breach, Account Compromise, Hack or Cyber Attack) unless such claim arises from a grossly negligent act or omission on the part of The Company.

11.5 Notwithstanding anything to the contrary contained in these Conditions or elsewhere, The Company shall not be liable for any indirect loss, including but not limited to: consequential, incidental or remote loss; special or speculative damages; or loss of profit, business or production.

12. REPAIRS

12.1 The Company does not carry any liability where goods are manufactured by anyone other than The Company and the Customer claim is restricted to the warranty provided by the OEM, and as such the cost of repair or replacement of faulty goods shall be interpreted in terms of the warranty provided by the OEM to the Client. The repair, rectification or replacement of faulty services rendered by The Company shall be at the Company`s discretion. Fees for shipping of goods for repairs shall be for the Customer’s account.

12.2 In the case of repair of goods undertaken by The Company, which will be undertaken at the Company`s sole discretion, The Company will be subject to the Customer accepting the repair quotes given by the Company, which quotes are merely estimates and are not binding on the Company as the extent of the repair may only become clear once the repair is in progress.

12.3 The Customer hereby agrees that any item returned for a repair may be sold by The Company to defray the cost of such repair if the item remains uncollected for a period of 30 (thirty) days after the repairs have been completed.

13. GENERAL

13.1 The Company reserves the right in its sole discretion to vary or amend these terms and conditions from time to time and any such amended or varied terms and conditions shall be binding on The Customer from the time that The Customer is notified thereof.

13.2 No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of these terms and conditions, including this clause, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by a director or managing member of The Company, or published on the Company`s website.

13.3 No agreement, whether consensual or unilateral or bilateral, purporting or obligate The Company to sign a written agreement to amend, alter, vary, delete, add or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by a director or managing member of The Company.

13.4 No relaxation or indulgence that The Company may grant the Customer shall be deemed to be a waiver of any of The Company’s rights in terms of these terms and conditions.

13.5 The Customer shall not cede its rights nor assign its obligations under these terms and conditions without the prior written consent of The Company.

13.6 The Company shall at any time in its sole discretion be entitled to cede all or any of its rights in terms of this terms and conditions to any third party without prior notice to The Customer.

13.7 The Customer undertakes to notify The Company within seven (7) days of any change of address or change of in director, shareholder, address or the information as set out in this agreement.

13.8 The headings in this document are included for convenience and are not to be taken into account for the purpose of interpreting this agreement.

13.9 Each of the terms herein shall be a separate and divisible term and if any such term becomes unenforceable for any reason whatsoever, then that term shall be severable and shall not affect the validity of the other terms of this agreement which shall remain in full force and effect between the parties.

13.10 The Customer undertakes to inform The Company in writing at least 14 (fourteen) days prior to the intended selling or alienating of the whole of or any part of the Customer`s business and failure to do so will constitute a material breach of this agreement entitling The Company to cancel the agreement without further notice to the Customer.

13.11 The Customer will not, without the prior consent in writing of the Company, be concerned or interested, either directly or indirectly, in the manufacture, production, sale or supply of any Goods which are like or similar to any of the Goods or Services or which, either alone or in conjunction with some other goods or service, are similar to the Goods or which might otherwise compete or interfere with the sale of any of the Goods by the Company in its existing markets and/or clients at any time.

13.12 It is agreed, because it is necessary for the Company to protect its interests, its clientele, its suppliers and its Confidential Information relating to all material aspects of its business, clients and sources, the Customer, undertakes and guarantees to, during the continuance of this Agreement and for a period of 5 (five) years following the termination of this Agreement, for any reason whatsoever: 13.12.1 neither solicit, nor accept any business in any manner from any clients of the Company and/or sources and/or suppliers or their affiliates, which clients and/or sources will be disclosed by the Company to the Customer through their relationship in terms of this Agreement, without the prior written consent of the Company first being had and obtained (which particularly includes purchasing Goods or other products or services from the Company`s suppliers);

13.12.2 maintain complete confidentiality of the Confidential Information;

13.12.3 recognize the Company as the sole and exclusive owner of the Confidential Information and will not enter into any direct negotiations or transactions with any other party, alternatively third party, that may affect the business of the Company, without the prior written consent of the Company first being had and obtained;

13.12.4 not to make use of third parties to circumvent the provisions of this clause 13.12;

13.12.5 not use or reveal or benefit from the Confidential Information.

13.12.6 In the event of circumvention by the Customer, directly or indirectly, the Company shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.

14. DISCLOSURE OF PERSONAL INFORMATION

14.1 The staff and finance department of the Company will have access the Customers’ personal details and information which have been furnished to the Company for purposes of rendering the Services and matter ancillary thereto.

14.2 The Company is authorised to release my personal information to the South African Revenue Services, the financial institution investing my funds, counsel, as well as any business partner tasked with assisting in the rendering of the Services, solely for the purposes of this instruction. 14.3 The Customer agrees and understands that information given in confidence to The Company by a third party on the customer will not be disclosed to the Customer.

14.4 The Customer hereby consents to and authorises The Company at all times to furnish credit information concerning the Customer’s dealing with The Company to a credit bureau and to any third party seeking a trade reference regarding the Customer in his dealings with The Company.

15. EXCLUSIONS

15.1 The Company is not obliged, without the payment of an Additional Charge, to supply any software, Parts or services to rectify a problem, fault or Incident arising from, or repair or replace a Configuration Item which fails or develops an error due to:

15.2.1 external causes including natural disaster, fire, accident, neglect, misuse, vandalism, water, lightning, power failure, power surge or power spike;

15.2.2 use of the Configuration Item for anything other than its intended purpose or contrary to its specifications 15.2.3 performance of maintenance or attempted repair of the Configuration Item by persons other than The Company or as authorized by The Company;

15.2.4 use with or connection of the Configuration Item to items not maintained or approved by The Company;

15.2.4 relocation of the Configuration Item by the Customer;

15.2.5 insufficient capacity of the Configuration Item caused by the Customer’s relevant system;

16.INDEPENDENT SERVICE PROVIDER

16.1 Subject to the terms and conditions of this Agreement, The Customer hereby engages The Company as an independent Services Provider to perform the services set forth herein, and The Company hereby accepts such engagement.

16.2 This Agreement shall not render The Company an employee, partner, agent of, or in a joint venture with The Customer for any purpose. The Company is and will remain an independent Service Provider in its relationship with The Customer.

16.3 The Customer shall not be responsible for withholding taxes with respect to the Company’s compensation in terms of the Goods sold and rendered.

17. CONFLICTS OF INTEREST

17.1 The Company represents that it is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Company and any third party.

17.2 During the term of this agreement, The Company shall devote as much of its productive time, energy and abilities to the performance of its duties hereunder as is necessary to perform the required duties in a timely and productive manner as agreed upon in the Service Level Agreement.

17.2.1 The Company is expressly free to perform services for other parties while performing services for The Customer.

18. MERGERS

18.1 This Agreement shall not be terminated by the merger or consolidation of The Customer or Company into or with any other entity.

19. NON-SOLICITATION

19.1. Unless otherwise agreed in writing between the Parties, no Party shall for the duration of this Agreement and for a period of 24 (twenty-four) months after expiry or termination thereof for its own benefit or as a representative of or agent for any third party, persuade, induce, encourage, procure or solicit (or procure such persuasion, inducement, encouragement, procurement or solicitation of) the personnel of the other Party:

19.1.1. to become employed, or interested, directly or indirectly in any manner whatsoever, by it or in any business which is in competition with the business carried on by the other Party; or

19.1.2. to terminate his/her employment with the other Party; or

19.1.3. to disclose any Intellectual Property of the other Party to any person not authorised by the owner of the Intellectual Property to receive it.

19.1.4. Should either Party breach the terms of this clause 19, the parties now agree that the aggrieved party shall suffer damages, and be entitled to payment of, predetermined damages calculated at 100% of the solicited employee annual remuneration that he/she received in the preceding 12-month period.

20. VAT

20.1 All prices listed/quoted/invoiced exclude VAT

20.1.1 All Hardware, Software and professional services are quoted excluding VAT

21. ADDITIONAL CHARGES

21.1 The Company shall issue invoices for any Additional Charges when it has done the relevant work, supplied the goods or incurred the expenses.

21.2 Additional shipping charges will be rendered for all repairs/warranties done/handled by 3rd parties..

22. CUSTOMER OBLIGATIONS

22.1 The Customer has the following general responsibilities under this agreement-

22.1.1 The Customer shall inform The Company of changes in the technical environment by any other party and preferably consult before new processes or equipment are implemented. This is to prevent unknown and unplanned problems or security vulnerabilities from occurring and provide better overall support from The Company.

22.1.2 All problem calls shall be logged through the appropriate channels as specified in the Service Level Agreement, to minimize unnecessary costs and callouts for The Customer, and for the liaison to be aware of all incidents.

22.1.3 The Customer will provide all the necessary and requested documentation, information, and knowledge pertaining to any policies The Company needs to adhere to, prior to the start of this agreement i.e. Procurement policies.

22.1.4 The Customer will explicitly use the services of The Company unless otherwise stated or unless The Company is unable to provide said service, again to ensure proper security and control of the IT infrastructure and to minimize risk and support times. If another party is used to provide the same core services as The Company, the Customer will be in breach of contract. In any event, the Customer indemnifies and waives any claim it may have as a result of the services rendered or Goods if any other service provider has access to the Customer’s infrastructure.

22.1.5 In the event of bad service experienced by The Customer, The Customer shall make The Company aware of these events, with a clear and precise description of events, in order to improve on service delivery. These should be sent directly to The Company’s management only.

22.1.6 All employees should be made aware of the correct process to follow if assistance is required and supplied with the correct contact details, procedure and times.

22.1.7 For any changes or planning on the network The Company should be consulted to ensure no interference and problems result because of changes.

22.1.8 Access and license change requests shall be requested in writing to prevent errors and unnecessary licensing and costs for either party.

22.1.9 When calling for support, the Customer shall provide accurate information including operating system and error messages. The Customer shall have all relevant information on hand.

22. CUSTOMER OBLIGATIONS

22.1 The Customer has the following general responsibilities under this agreement-

22.1.6 All employees should be made aware of the correct process to follow if assistance is required and supplied with the correct contact details, procedure and times.

22.1.7 For any changes or planning on the network The Company should be consulted to ensure no interference and problems result because of changes.

22.1.8 Access and license change requests shall be requested in writing to prevent errors and unnecessary licensing and costs for either party.

22.1.9 When calling for support, the Customer shall provide accurate information including operating system and error messages. The Customer shall have all relevant information on hand.

23. THE COMPANY`S OBLIGATIONS

23.1 The Company has the following general responsibilities under this agreement:

23.1.1 The Company endeavours to supply support to The Customer in a professional and trusting manner and within the best interest of The Customer.

23.1.2 The Company will attempt to resolve problems over the phone on the first call to limit time spent on premises and therefore limit costs for both parties.

23.1.3 The Company shall provide onsite support to The Customer on request of the appropriate appointed liaison or if the incident cannot be resolved online or telephonically.

23.1.4 The Company will provide guidance and suggestions keeping The Customers’ best interest and cost advantage in the long term in mind.

24. CONFIDENTIALITY UNDERTAKINGS

24.1 The Confidentiality provisions of this clause shall – 24.1.1 apply to all Confidential Information, whether marked as such or not, disclosed by either Party to the other, whether before, on or after the Signature Date, for the purpose of or in connection with their investigation of the service and shall include, inter alia, without limitation, financial information, ideas, plans, or strategies, in any form, whether tangible or intangible, which is not publicly available.;

24.2 Each of the Parties hereby undertakes in favour of the other Party that with effect from the Signature Date, it shall not –

24.2.1 disclose or divulge, directly or indirectly, the Confidential Information of the Disclosing Party received by the Receiving Party to any 3rd person.

24.2.2 for the purpose of this agreement, directly or indirectly copy, disclose, distribute, license, reproduce, reverse engineer, adapt, amend and/or enhance any of the Disclosing Party’s Confidential Information.

24.2.3 Each Party acknowledges and agrees that the Confidential Information is being made available solely and exclusively for the purpose of investigating the service and for no other purpose whatsoever, and that such information would not have been made available to the other Party, but for this Agreement.

24.2.4 The Receiving Party shall take all such steps as may be reasonably necessary to prevent the Disclosing Party’s Confidential Information from falling into the hands of unauthorised third Parties.

24.2.5 The Receiving Party shall ensure that disclosure of such Confidential Information is restricted to those employees, Affiliates, advisors and/or directors of the Receiving Party having the need to know the same for purposes of the services rendered.

24.3 Any and all documentation and/or records relating to the Disclosing Party’s Confidential Information which comes into the possession of the Receiving Party in relation to the services or during the period of this Agreement or at any time thereafter shall:

24.3.1 be deemed to form part of the Confidential Information of the Disclosing Party;

24.3.2 be deemed to be the property of the Disclosing Party;

24.3.3 not be copied, reproduced, published or circulated by the Receiving Party to any third party;

24.3.4 unless prohibited by law, be surrendered to the Disclosing Party on demand, and in any event on the termination of the evaluation and/or any negotiations in respect of the service, and the Receiving Party shall not retain any extracts therefrom.

24.4 Each Party undertakes in favour of the other Party that it will ensure that –

24.4.1 no Confidential Information will be used to gain a competitive advantage over the other Party;

24.4.2 no Confidential Information shall be used by the Receiving Party, or any of its Affiliates, to establish or enhance any relationship of whatsoever nature with the Disclosing Party’s customers, suppliers, wholesalers, contractors, 3rd party providers, advisors and/or any other person or entity integral in the business of the Disclosing Party;

24.4.3 it shall procure that each of its Affiliates observes the terms of this Agreement as if it were a Party to it, and accepts responsibility for any act or omission which would be a breach of any of the undertakings in this Agreement by any of its Affiliates or any person to whom it discloses Confidential Information as if such person were a Party to this Agreement;

24.4.4 if it is uncertain whether any Confidential Information is to be treated as confidential, the Receiving Party shall be obliged to treat the same as Confidential Information until clearance is obtained in writing from the Disclosing Party to the contrary.

25. INTELLECTUAL PROPERTY

25.1 The Parties record, acknowledge and agree that-

25.1.1 they shall become acquainted with, gain personal and in-depth knowledge of and have direct access to Intellectual Property of the Disclosing Party which is not readily available to any other person and, in particular, a competitor of the Disclosing Party;

25.1.2 the Intellectual Property is of crucial importance to the business of the Disclosing Party and the Disclosing Party accordingly has a legitimate proprietary and commercial interest therein which it is entitled to protect;

25.1.3 should any of the Intellectual Property become available to a competitor of the Disclosing Party, it could cause the Disclosing Party considerable financial harm and/or loss; and

25.1.4 the only effective and reasonable manner in which the Disclosing Party’s legitimate proprietary and commercial interests in the Intellectual Property could be protected so as to avoid financial loss, is by way of the Receiving Party to protect the intellectual property of the Disclosing Party as would protect its own.

25.2 The Disclosing Party hereby allows the Receiving Party to use the Disclosing Party’s Intellectual Property for purposes of exploring the services and for no other purpose whatsoever.

25.3 The Disclosing Party retains any and all right, title and interest in its Intellectual Property and no license is hereby granted, directly or indirectly, under any invention, discovery, patent, copyright or other Intellectual Property now or in the future held, made, obtained or licensable by either Party.

25.4 The Receiving Party shall not for whatsoever reason copy, reproduce, license, use, disclose, reverse engineer, adapt, amend, disclose or distribute the Disclosing Party’s Intellectual Property unless authorized by the Disclosing Party in writing.

TERMS AND CONDITIONS

“I can do all things through Christ who strengthens me” – Phil 4:13