Terms of Service

1. INTRODUCTION

1.1 The Service Provider has developed a web-based financial planning customer relationship management system, which system it makes available to subscribers via the Web Address on a month-to-month basis for the purpose of practice task management, maintaining client relationships and client interactions.

1.2 The Customer wishes to use the Service Provider’s Service in its business operations.

1.3 The Service Provider has agreed to provide, and the Customer has agreed to subscribe to and pay for the Service Provider’s Service subject to these Terms and Conditions.

2. DEFINITIONS AND INTERPRETATION

2.1 In these Terms and Conditions, the following expressions shall bear the meanings assigned to them below and cognate expressions bear corresponding meanings:

2.1.1 "Authorised Users" means those individuals who are authorised by the Customer to use the Services and Documentation, as further described in clause 3;

2.1.2 "Business Day" shall mean any day other than a Saturday or Sunday or public holiday in the Republic of South Africa;

2.1.3 "Clients" mean the persons to whom the Customer provides financial planning services and financial services as defined in the Financial Advisory and Intermediary Services Act, 37 of 2002;

2.1.4 "Credits" mean the number of messaging, email and form credits allowed per the Software Plan subscribed to by the Customer, which permit a certain number of messages and emails to be sent and forms to be completed as part of the Services and Documentation in accordance with the Software Plan and these Terms and Conditions;

2.1.5 "Confidential Information" means, without limitation, any and all information or data of any nature relating to the Parties which is disclosed by either one to the other in whatever format (including oral, written, electronic or visual form) and whether recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise), and which is intended or which by its nature or content could reasonably be identifiable as, or expected to be, confidential and/or proprietary to the Party disclosing such information or data, and which includes, without limitation even if it is not marked as 'confidential', 'proprietary' or 'restricted' (or any similar designation), any and all:

2.1.5.1 information which was disclosed to a Party by any third party in terms of any agreement between such Party and the relevant third party and which has become known to that Party;

2.1.5.2 information relating to the Party's business activities, business relationships (including information relating to such business relationships), services, security measures, processes, data, employees, clients, technical information, techniques, know-how, operating methods and procedures, business strategy and business models, including all agreements to which such Party is a party;

2.1.5.3 intellectual property, including without limitation patents, trademarks and service marks (whether registered or not), copyrights, designs, inventions, drawings, performances, business names, goodwill and the style and presentation of goods or services and applications;

2.1.5.4 information relating to costs, sources of services and customer lists (whether actual or potential);

2.1.5.5 information relating to pricing, price lists and purchasing policies;

2.1.5.6 information contained in or relating to a Party's technology and telecommunications systems, computer data, databases, programs and source codes, including any third-party hardware, software or information or incidents concerning faults or defects therein;

2.1.5.7 products, specifications, software documentation and configuration information;

2.1.5.8 marketing information of whatsoever nature or kind; and

2.1.5.9 financial, technical, scientific, commercial and market information of whatsoever nature or kind;

2.1.6 "Customer" means the subscriber to the Service Provider’s Services via the Web Address;

2.1.7 "Customer Data" means the data inputted by the Customer and/or Authorised Users for the purpose of using the Services or facilitating the Customer's use of the Services, and includes (without limitation) Personal Information;

2.1.8 "Data Protection Laws" means any and all privacy and data protection laws, including POPI, applicable to the Parties;

2.1.9 "Documentation" means the documents made available to the Customer by the Service Provider online via the Web Address or such other web address notified by the Service Provider to the Customer from time to time which sets out a description of the Services and the user instructions for the Services;

2.1.10 "Effective Date" means the date on which the Customer first subscribes to the Free Trial Period via the Web Address;

2.1.11 "Free Trial Period" means the period commencing on the Effective Date and concluding no longer than 30 (thirty) consecutive calendar days after the Effective Date, during which the Customer will have limited access to the Services on a trial basis;

2.1.12 "Intellectual Property Rights" means all the rights in and to Intellectual Property including (without limitation) the rights in and to trademarks, service marks, trade names, domain names, logos, get-up, patents, provisional patents, inventions (whether patentable or not), know-how (including confidential industrial and commercial information and techniques in any form), utility models, registered and unregistered design rights, copyright, semi- conductor topography rights, database rights, rights in respect of any new or existing compilation of any data or information not covered under any existing copyright, any structured analysis, reports, application and any resulting know-how, use or any other results originating or following from or as a consequence of data being made available in respect of any of the aforementioned or part thereof, and all similar proprietary rights which may subsist in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations, as well as any Confidential Information or processes relating to that subject matter;

2.1.13 "Party" means either the Service Provider or the Customer, and "Parties" means both the Service Provider and the Customer;

2.1.14 "Personal Information" has the meaning ascribed to it in the Protection of Personal Information Act 4 of 2013 ("POPI"), and any applicable law in the Republic of South Africa and/or in any other jurisdiction where the Services are provided and/or used;

2.1.15 "Renewal Period" means the period commencing on the date immediately following the date of conclusion of the Free Trial Period and any successive periods of 1 (one) month each (each a "Renewal Period");

2.1.16 “Service Provider” means CLIENTMANAGER (PROPRIETARY) LIMITED, Registration Number: 2023/522683/07, a private company duly incorporated in accordance with the Companies Act, 71 of 2008;

2.1.17 "Services" means the Software and Software Plans provided by the Service Provider to the Customer under these Terms and Conditions via the Web Address, or any other website notified to the Customer by the Service Provider from time to time, as more particularly described in the Documentation;

2.1.18 "Software" means the software applications provided by the Service Provider as part of the Services;

2.1.19 "Software Plan" means the Software plan subscribed to by the Customer upon conclusion of the Free Trial Period, being either the Individual Plan, Team Essentials Plan or Team Standard Plan, which plan provides for User Subscriptions and Credits;

2.1.20 "Subscription Fees" means the monthly subscription fees payable by the Customer to the Service Provider for the Software Plan subscribed to by the Customer;

2.1.21 "Subscription Term" means the Free Trial Period Term together with any subsequent Renewal Periods;

2.1.22 "Support Services Policy" means the Service Provider's policy for providing support in relation to the Services as made available via the Web Address and as set out in Annexure "A";

2.1.23 "Terms of Use" means the Service Provider's policy for using the Services as made available via the Web Address and as set out in Annexure "B";

2.1.24 "Terms and Conditions" means these terms and conditions and any schedules and annexures thereto;

2.1.25 "User Subscriptions" mean the number of user subscriptions allowed per the Software Plan subscribed to by the Customer, which permit a certain number of Authorised Users to access and use the Services and Documentation in accordance with the Software Plan and these Terms and Conditions;

2.1.26 "Virus" means a device or thing (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices;

2.1.27 "Web Address" means www.clientmanager.co.za and any sub-domains whether accessed through a browser or by RESTful API.

2.2 In these Terms and Conditions:

2.2.1 the headings to the clauses and annexures are for reference purposes only and shall in no way govern or affect the interpretation of nor modify nor amplify the terms of these Terms and Conditions nor any clause or schedule hereof;

2.2.2 words importing the masculine gender include the feminine gender and vice versa and the singular includes the plural and vice versa;

2.2.3 references to a "person" include a natural person, company, close corporation or any other juristic person or other corporate entity, a charity, trust, partnership, joint venture, syndicate, or any other association of persons;

2.2.4 references to a "subsidiary" or a "holding company" shall be references to a subsidiary or holding company as defined in the Companies Act, 71 of 2008;

2.2.5 references to a statutory provision include any subordinate legislation made from time to time under that provision and include that provision as modified or re-enacted from time to time;

2.2.6 if a definition imposes substantive rights and obligations on a Party, such rights and obligations shall be given effect to and shall be enforceable, notwithstanding that they are contained in a definition;

2.2.7 any definition, wherever it appears in these Terms and Conditions, shall bear the same meaning and apply throughout these Terms and Conditions unless otherwise stated or inconsistent with the context in which it appears;

2.2.8 if there is any conflict between any definitions in these Terms and Conditions then, for purposes of interpreting any clause of the Terms and Conditions, the definition appearing in that clause or paragraph shall prevail over any other conflicting definition appearing elsewhere in the Terms and Conditions;

2.2.9 where any number of days is prescribed, those days shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which event the last day shall be the next succeeding Business Day;

2.2.10 where the day upon or by which any act is required to be performed is not a Business Day, the Parties shall be deemed to have intended such act to be performed upon or by the next succeeding Business Day;

2.2.11 any provision in these Terms and Conditions which is or may become illegal, invalid or unenforceable in any jurisdiction affected by these Terms and Conditions shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated as having not been written (i.e. pro non scripto) and severed from the balance of these Terms and Conditions, without invalidating the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of such provision in any other jurisdiction;

2.2.12 references to any amount shall mean that amount exclusive of VAT, unless the amount expressly includes VAT;

2.2.13 the rule of construction that if general words or terms are used in association with specific words or terms which are a species of a particular genus or class, the meaning of the general words or terms shall be restricted to that same class (i.e. the eiusdem generis rule) shall not apply, and whenever the word "including" is used followed by specific examples, such examples shall not be interpreted so as to limit the meaning of any word or term to the same genus or class as the examples given.

2.3 The expiration or termination of these Terms and Conditions shall not affect such of the provisions of these Terms and Conditions which are expressly provided to operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the relevant provisions themselves do not provide for this.

2.4 Each of the provisions of these Terms and Conditions has been negotiated by the Parties and drafted for the benefit of the Parties, and accordingly the rule of construction that the contract shall be interpreted against or to the disadvantage of the Party responsible for the drafting or preparation of the Terms and Conditions (i.e. the contra proferentem rule), shall not apply.

3. SERVICES AND DOCUMENTATION

3.1 The Service Provider shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer subject to these Terms and Conditions.

3.2 Pursuant to clause 3.1, the Service Provider hereby grants the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and Documentation during the Subscription Term solely for the Customer's internal business operations.

3.3 The Customer shall:

3.3.1 prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Service Provider;

3.3.2 in relation to the Authorised Users:

3.3.2.1 not permit more than the certain number of Authorised Users, allowed per the Software Plan subscribed to by the Customer, to access and use the Services and Documentation;

3.3.2.2 ensure that each Authorised User keep a secure password for his use of the Services and Documentation; and

3.3.2.3 maintain a written, up to date list of current Authorised Users.

3.4 The Customer shall not:

3.4.1 during the course of its use of the Services and Documentation access, store, distribute or transmit any Viruses, or any material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive and the Service Provider reserves the right to disable the Customer's access to any material that breaches the provisions of this clause 3;

3.4.2 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, re-publish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

3.4.3 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software.

4. ADDITIONAL CREDITS

4.1 The Customer may, from time to time during the Subscription Term, purchase additional Credits in excess of the number allowed in terms of the Software Plan subscribed to by the Customer, by requesting same from the Service Provider in writing.

4.2 The Service Provider shall provide such additional Credits to the Customer in accordance with the provisions of these Terms and Conditions.

5. TERM AND TERMINATION

5.1 These Terms and Conditions shall commence on the Effective Date and continue for the Free Trial Period.

5.2 Upon conclusion of the Free Trial Period, the Terms and Conditions shall automatically be renewed by the Customer subscribing to a Software Plan for successive periods of 1 (one) month each (each a "Renewal Period").

5.3 These Terms and Conditions can be terminated:

5.3.1 By either Party giving written notice to the other Party to this effect; or

5.3.2 By material breach of one Party and then followed by termination by the Aggrieved Party in terms of clause 17.

5.4 Upon termination of these Terms and Conditions for any reason, the Service Provider:

5.4.1 Shall immediately terminate all Services provided; and

5.4.2 Will maintain a back-up of Customer Data for a maximum period of 30 (thirty) calendar days from the date of termination, whereafter it will destroy the Customer Data to the extent that it cannot be reconstructed to its original form.

6. MAINTENANCE AND CUSTOMER SUPPORT

6.1 The Service Provider shall use commercially reasonable endeavours to make the Services and Documentation available 24 (twenty-four) hours a day, 7 (seven) days a week, except for:

6.1.1 planned maintenance carried out during the maintenance window of Friday 19:00 to Sunday 19:00; and

6.1.2 unscheduled maintenance performed from 19:00 to 07:00.

6.2 The Service Provider will, as part of the Services provide the Customer with the Service Provider's standard customer support services during business hours in accordance with the Service Provider's Support Services Policy set out in Annexure “A”.

7. THIRD PARTY PROVIDERS

7.1 The Customer acknowledges that the Services may enable or assist it to access the content of, correspond with, interact with or use the products and services of third parties via third- party programmes and that it does so solely at its own risk.

7.2 The Service Provider shall have no liability or obligation whatsoever in relation to the content of, or correspondence with, or interaction with or use of any such third-party programmes, and/or any documents completed by the Customer on any such third-party programmes.

7.3 The Service Provider does not endorse or approve any third-party programmes, nor the content of any third-party programmes made available via the Services.

8. SERVICE PROVIDER'S RIGHTS AND OBLIGATIONS

8.1 The Service Provider undertakes that the Services will be performed substantially in accordance with these Terms and Conditions and the Documentation and with reasonable skill and care.

8.2 The undertaking in clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Service Provider's Terms of Use or instructions, or modification or alteration of the Services by any party other than the Service Provider or the Service Provider's duly authorised contractors or agents.

8.3 If the Services do not conform with the undertaking in clause 8.1, the Service Provider will use all reasonable commercial endeavours to correct any such non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance.

8.4 Notwithstanding the foregoing, the Service Provider:

8.4.1 does not warrant that the Customer's use of the Services will be uninterrupted or error-free;

8.4.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities; and

8.4.3 reserves the right to audit the Customer’s use of the Services as they relate to the Service Provider’s Terms of Use, provided that the Service Provider gives the Customer at least 2 (two) weeks prior notice of such audit.

8.5 The Service Provider warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms and Conditions.

9. CUSTOMER'S OBLIGATIONS

The Customer shall:

9.1 comply with all applicable standards, laws and regulations with respect to its activities under these Terms and Conditions, including but not limited to the Service Provider’s Terms of Use as set out in Annexure "B";

9.2 ensure that Customer Data is kept up to date;

9.3 ensure that it downloads a back-up of Customer Data maintained by the Service Provider at regular intervals;

9.4 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Service Provider's data centres;

9.5 provide the Service Provider with:

9.5.1 all necessary co-operation in relation to these Terms and Conditions; and

9.5.2 all necessary access to the Customer’s premises and records, for purposes of verifying the Customer’s compliance with the Service Provider’s Terms of Use, including confirming the number of Authorised Users.

10. SUBSCRIPTION FEES

10.1 The Customer shall pay the Subscription Fees to the Service Provider for the Services in accordance with this clause 9.

10.2 During the Free Trial Period, no Subscription Fees are payable by the Customer to the Service Provider.

10.3 During the Renewal Period, Subscription Fees are payable by the Customer to the Service Provider as follows:

10.3.1 on or before the 1ST (first) Business Day of each month.

10.3.2 by electronic fund transfer, free from set-off or deduction, into the bank account as may be nominated by the Service Provider. 10.4 Where a Renewal Period:

10.4.1 commences on a day other than the 1ST (first) day of the month, the Subscription Fees for the 1ST (first) month will be determined by dividing the full Subscription Fees by the number of days in the month to determine the amount of Subscription Fees that is proportionate to each day and then multiplying it by the number of days that the Customer will use the Service and Documentation;

10.4.2 concludes on a day other than the last day of the month, the Subscription Fees for the last month will be determined by dividing the full Subscription Fees by the number of days in the month to determine the amount of Subscription Fees that is proportionate to each day and then multiplying it by the number of days that the Customer used the Service and Documentation.

10.5 All Subscription Fees stated in the Documentation are exclusive of value added tax (VAT).

10.6 If the Service Provider has not received payment by the 3RD (third) Business Day of the month, the Service Provider will disable the Services until such time as payment is received.

11. INTELLECTUAL PROPERTY

11.1 The Customer acknowledges and agrees that the Service Provider and/or its licensors own all Intellectual Property Rights in and to the Services and Documentation.

11.2 Except as expressly stated herein, these Terms and Conditions does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other Intellectual Property Rights, or licences in respect of the Services or the Documentation.

12. DATA PROTECTION AND PRIVACY

12.1 The Parties agree that, as a consequence of these Terms and Conditions, the Service Provider will have access to Customer Data.

12.2 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of thereof, which responsibility will include Customer Data used as part of automated Services provided by the Software.

12.3 The Customer hereby warrants that where Customer Data includes Personal Information, it has obtained the necessary consent from the Clients to collect, process and distribute the Personal Information, whether inside or outside the Republic of South Africa.

12.4 The Service Provider agrees that all Customer Data will be treated as Confidential Information and will maintain a back-up of Customer Data for a maximum period of 30 (thirty) rolling calendar days.

12.5 The Service Provider hereby warrants, represents and undertakes in favour of the Client that:

12.5.1 it shall at all times strictly comply with all Data Protection Laws and shall ensure that all its systems and operations, which it uses to provide the Services under these Terms and Conditions, shall at all times meet the minimum standard and security required by the Data Protection Laws;

12.5.2 it shall only process Personal Information in order to perform the Services and in a lawful and in a reasonable manner that does not infringe the processing conditions and privacy of the Customer, Authorised Users and/or Clients;

12.5.3 it shall only process Personal Information, taking into account the purpose thereof and it is deemed adequate, relevant and not excessive;

12.5.4 it shall ensure that no Personal Information will be processed or sent outside the Republic of South Africa, provided that the Service Provider cannot warrant same where the Customer accessed the content of, corresponded with, interacted with or used the products and services of third parties via third-party programmes as part of the Services;

12.5.5 it shall take reasonable steps to identify all reasonably foreseeable internal and external risks posed to Customer Data under the Service Provider’s possession or control and establish and maintain appropriate safeguards against any risks identified, while regularly verifying that the safeguards are effectively implemented;

12.5.6 it shall take appropriate and reasonable technical and organisational measures to prevent the loss of, damage to, or unauthorised destruction of Customer Data and the unlawful access to or processing thereof;

12.5.7 it shall notify the Customer as soon as reasonably possible in the event of an unlawful or unauthorised access, disclosure, copying, destruction or amendment to the Customer Data, or if it is suspected, which notification shall have sufficient information to enable the Customer to report appropriately.

12.5 Notwithstanding the foregoing, in the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Service Provider to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back- up of such Customer Data maintained by the Service Provider.

13. CONFIDENTIALITY

13.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under these Terms and Conditions.

13.2 A Party's Confidential Information shall not be deemed to include information that:

13.2.1 is or becomes publicly known other than through any act or omission of the receiving Party;

13.2.2 was in the other Party's lawful possession before the disclosure;

13.2.3 is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;

13.2.4 is independently developed by the receiving Party, which independent development can be shown by written evidence; or

13.2.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

13.3 Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not disclose or publish orally or in writing directly or indirectly such Confidential Information to any third party nor use any such Confidential Information for the benefit of any third party nor for personal gain or any activities in conflict with the business of the other Party and shall only use the other's Confidential Information for the purpose of the implementation of these Terms and Conditions.

13.4 Each Party shall take all reasonable steps to ensure that the other Party's Confidential Information to which it has access, is not disclosed or distributed by its employees or agents in violation of the terms of these Terms and Conditions.

14. LIMITATION OF LIABILITY

14.1 The Parties agree that, in the event of a breach of any of the provisions of these Terms and Conditions, the defaulting Party shall be liable to the other Party for all losses which constitute direct and/or general damages.

14.2 Neither Party shall be liable to the other for any losses which constitute indirect, special or consequential damages.

15. FORCE MAJEURE

15.1 The Service Provider shall have no liability to the Customer under these Terms and Conditions if it is prevented from or delayed in performing its obligations under these Terms and Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Service Provider or any other party), failure of a utility service or transport or telecommunications network, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Service Providers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

16. RELATIONSHIP

16.1 Nothing in these Terms and Conditions shall constitute or be deemed to constitute:

16.1.1 A partnership between the Parties; and

16.1.2 A Party to be the agent or legal representative of the other Party for any purposes whatsoever without the first mentioned Party's written statement authorising the latter Partylegally to act on behalf of the first mentioned Party to the extent of authorisation provided for therein.

16.2 Neither Party is granted, unless otherwise specially authorised, any right or authority to assume or create any obligation or responsibility, express or implied, in and on behalf or in the name of the other Party or to bind the other Party in any manner or thing whatsoever.

16.3 These Terms and Conditions further does not prohibit the Parties in any way whatsoever from conducting their normal business activities regarding any of their products and/or services.

17. BREACH

17.1 Should a Party (“Defaulting Party”) breach or otherwise be in default of any of its obligations under or in terms of these Terms and Conditions and remain in default or fail to remedy such breach, if such breach is indeed capable of remedy, within 10 (ten) Business Days of receipt of written notice calling upon it to do so, the other Party (“Aggrieved Party”) will be entitled, but not obliged, in addition to any other rights which it may have or remedies which may be available to it:

17.1.1 to terminate these Terms and Conditions, provided that such breach constitutes a material breach; or

17.1.2 to obtain an order against the Defaulting Party for specific performance, with or without claiming damages.

17.2 In the event that either Party commits an act of insolvency or is placed under a provisional or final winding-up or judicial management order or if either Party makes an assignment for the benefit of creditors, or fails to satisfy or take steps to have set aside any judgment taken against it within 10 (ten) Business Days after such judgment has come to its notice, then the other Party will be entitled to terminate the Agreement on written notice.

18. DISPUTE RESOLUTION

18.1 If any dispute arises between the Parties hereto in relation to any matter pertaining to, or arising out of these Terms and Conditions, or arising out of the termination thereof, then such dispute shall, at the instance of any Party, be referred to arbitration by one arbitrator, in accordance with the provisions of this clause 18.

18.2 The arbitration shall be held:

18.2.1 at Pretoria, being the seat of arbitration;

18.2.2 subject to the provisions of this clause 18, in accordance with the Arbitration Foundation of Southern Africa ("AFSA") rules relating to expedited arbitrations ("Rules"); and

18.2.3 as soon as is reasonably practicable in the circumstances and with a view to it being completed within 30 (thirty) Business Days after it is demanded by any Party. The Parties shall use their best endeavours to procure the expeditious completion of the arbitration.

18.3 The arbitrator shall be a practicing senior counsel of at least 10 (ten) years standing as such, agreed upon between the Parties to the dispute, provided that should such Parties fail to agree on an arbitrator within 3 (three) Business Days after the dispute is referred to arbitration in terms of clause 14, the arbitrator shall, at the written request of any Party, be appointed by the President for the time being of AFSA or its successor. If that person fails or refuses to make the nomination, any Party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so.

18.4 The arbitrator shall determine which Party shall pay the costs of and incidental to the arbitration or, if more than one is to contribute, the ratio of their respective contributions, and the scale on which such costs are to be paid.

18.5 Subject to each Party's rights of appeal to a tribunal of arbitrators in accordance with the Rules, the Parties irrevocably agree that the decision of the arbitrator shall be final and binding on them, shall be carried into effect, and shall be capable of being made an order of the High Court of South Africa.

18.6 The provisions of this clause 18:

18.6.1 constitute an irrevocable consent by the Parties to any proceedings in terms hereof and no Party shall be entitled to withdraw therefrom or claim at any such proceedings that it is not bound by such provisions;

18.6.2 are severable from the rest of these Terms and Conditions and shall remain in effect despite the termination of or invalidity for any reason of these Terms and Conditions; and

18.6.3 shall not preclude any Party from obtaining interim relief on an urgent basis from the High Court of South Africa pending the decision of the arbitrator.

18.7 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

18.8 The arbitrator shall be obliged to give his/her award in writing fully supported by reasons, unless otherwise mutually agreed to by the Parties in writing.

18.9 The arbitrator shall have the power to give default judgement if any Party fails to make submissions on the due date and/or fails to appear at the arbitration.

20. DOMICILIUM AND NOTICES

20.1 The Parties choose as their domicilia citandi et executandi for all purposes under these Terms and Conditions, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

20.1.1 Service Provider

Physical	Postal
252 GOUWS AVENUE	252 GOUWS AVENUE
CELTISDAL	CELTISDAL
CENTURION	CENTURION
0157	0157

E-mail: support@clientmanager.co.za

20.2 Any notice or communication required or permitted to be given in terms of these Terms and Conditions shall be valid and effective only if in writing.

20.3 Any Party may by notice to the other Parties change the physical address chosen as its domicilium citandi et executandi vis-à-vis that Party to another physical address where postal delivery occurs or its postal address or e-mail address, provided that the change shall become effective vis-à-vis that addressee on the 10th (tenth) Business Day from the receipt of the notice by the addressee.

20.4 Any notice to a Party:

20.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope

to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 10th (tenth) Business Day after posting (unless the contrary is proved);

20.4.2 sent by e-mail to the e-mail address chosen as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved); or

20.4.3 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery.

20.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

21. GENERAL

21.1 Entire contract

21.1.1 These Terms and Conditions contains all the provisions agreed on by the Parties with regard to the subject matter of the Agreement and supersedes and novates in its entirety any previous understandings or agreements between the Parties in respect thereof, and the Parties waive the right to rely on any alleged provision not expressly contained in these Terms and Conditions.

21.2 No stipulation for the benefit of a third person

21.2.1 Save as is expressly provided for in these Terms and Conditions, no provision of these Terms and Conditions constitutes a stipulation for the benefit of a third person (i.e. a stipulatio alteri) which, if accepted by the person, would bind any Party in favour of that person.

21.3 No representations

21.3.1 A Party may not rely on any representation which allegedly induced that Party to enter into these Terms and Conditions unless the representation is recorded in the Terms and Conditions.

21.4 Variation, cancellation and waiver

21.4.1 No contract varying, adding to, deleting from or cancelling these Terms and Conditions, and no waiver of any right under these Terms and Conditions, shall be effective unless reduced to writing and signed by or on behalf of the Parties.

21.4.2 For the purposes of this clause 16.4, "writing" shall not include e-mail or other data message and "signed" shall not include electronic signature, as defined in the Electronic Communications and Transactions Act, 25 of 2002.

21.5 Indulgences

21.5.1 The grant of any indulgence, extension of time or relaxation of any provision by a Party under these Terms and Conditions shall not constitute a waiver of any right by the grantor or prevent or adversely affect the exercise by the grantor of any existing or future right of the grantor.

21.6 Cession and delegation

21.6.1 Except as provided for elsewhere in these Terms and Conditions, a Party may not cede any or all of that Party's rights or delegate any or all of that Party's obligations under these Terms and Conditions without the prior written consent of the other Party. For purposes of this clause, a cession or delegation shall include any transfer under Section 113 of the Companies Act. For the avoidance of doubt, for purposes of this clause 16.6, a "transfer" under Section 113 of the Companies Act shall include the change in legal entity which has rights and obligations under an agreement by operation of law following a merger or amalgamation under such Section.

21.7 Applicable law

21.7.1 These Terms and Conditions are to be governed, interpreted and implemented in accordance with the laws of the Republic of South Africa.

21.8 Jurisdiction of South African courts

21.8.1 Should the above arbitration agreement contained in clause 16 be deemed void or inapplicable, the Parties consent to the subsidiary and non-exclusive jurisdiction of the North Gauteng High Court of South Africa for any proceedings arising out of or in connection with these Terms and Conditions.

21.9 Costs

21.9.1 Each Party shall bear its own legal costs and disbursements of and incidental to the negotiation, preparation, settling, signing and implementation of these Terms and Conditions.

ANNEXURE A: SUPPORT SERVICES POLICY

1. SUPPORT AND MAINTENANCE

1.1 The Service Provider shall during the term of these Terms and Conditions, provide the Support and Maintenance Services in accordance with the terms of this Annexure “A”.

1.2 The Service Provider shall notify the Customer of any upgrades, updates, enhancements and/or new releases to and of the Software, and shall deliver such upgrades, updates, enhancements and/or new releases within a reasonable time after such item becomes available.

1.3 As part of the Support Service Policy, the Customer shall be entitled to receive technical user support for the Software, including in respect of any updates to the Software, on request, which request shall be made electronically by the Customer and Authorised Users and by means of a functionality provided for by the Software.

1.4 Technical support services will be provided on Business Days during Business Hours.

1.5 The Customer shall promptly report any errors, faults or defects in the Software to the Service Provider by escalating such errors, faults or defects via the functionality provided for by the Software alternatively via the web address: https://support.clientmanager.co.za/.

1.6 The Service Provider shall not be required to perform Support and Maintenance Services

where:

1.6.1 the error, fault or defect arose from a modification made by the Customer;

1.6.2 the Customer failed to use the Software in accordance with the Documentation;

1.6.3 the Customer failed to use any new or corrected versions of the Software; or

1.6.4 the Customer failed to properly operate and/or maintain and support the operating environment.

1.7 The Service Provider warrants that in providing the Support and Maintenance Service, the Service Provider shall perform its obligations in a professional and workmanlike manner.

ANNEXURE B: TERMS OF USE

1. TERMS AND CONDITIONS OF USE

1.1 This Annexure sets out the terms and conditions (“the Terms of Use”) of the Service Provider pertaining to the access and use of the Services and Documentation.

1.2 Should the Customer and Authorised Users disagree with any of the Terms of Use, they must refrain from accessing and using the Services and Documentation.

1.3 The Service Provider reserves the right, in its sole discretion, to amend and/or replace any of, or the whole of, these Terms of Use.

1.3.1 Such amendments shall supersede and replace any previous Terms of Use and shall be made available as part of the Services and Documentation.

1.3.2 Each time the Customer or Authorised Users access and/or use the Services and Documentation, the Customer and/or Authorised Users shall be deemed to have consented, by such access and/or use, to the Terms of Use as amended and/or replaced by Service Provider from time to time.

1.3.3 Should the Authorised User not be satisfied with the amended Terms of Use, such Authorised User should refrain from using the Services and Documentation.

2. CONTENT OF THE SERVICES AND DOCUMENTATION

2.1 Service Provider reserves the right to make improvements, to change or to discontinue, without notice, any aspect or feature of the Services and Documentation and any information or content on the Services and Documentation.

2.2 Service Provider makes no representations or warranties, whether express or implied, as to the accuracy, completeness or reliability of any information, data and/or content on the Services and Documentation and whilst the Service Provider has taken reasonable measures to ensure the integrity of the Services and Documentation, no warranty, whether express or implied, is given that any files, downloads or applications available via the Services and Documentation are free of Viruses, or any other data or code which has the ability to corrupt, damage or affect the operation of the user's system.

3. USAGE RESTRICTIONS

The Customer and Authorised Users hereby agrees that it shall not itself, nor through a third

party:

3.1 write and/or develop any derivative of the Services and Documentation or any other software program based on the Services and Documentation;

3.2 modify or enhance the Services and Documentation. In the event of a user effecting any modifications or enhancements to the Services and Documentation in breach of this clause, such modifications and enhancements shall be the property of Service Provider;

3.3 without Service Provider's prior written consent, provide, disclose, divulge or make available to or permit the use of or give access to the Services and Documentation by persons other than an Authorised User;

3.4 remove any identification, trademark, copyright or other notices from the Services and Documentation;

3.5 post or transmit, by means of reviews, comments, suggestions, ideas, questions or other information through the Services and Documentation, any content which is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane or hateful, or racially, ethnically or otherwise objectionable content of any kind.

4. SECURITY

4.1 In order to ensure the security and reliable operation of the Services and Documentation to the Customer and Authorised Users, the Service Provider hereby reserves the right to take whatever action it may deem necessary to preserve the security, integrity and reliability of its network and back-office applications.

4.2 The Customer and Authorised Users may not utilise the Services and Documentation in any manner which may compromise the security of Service Provider's networks or tamper with the Services and Documentation in any manner whatsoever, which shall include without limitation, gaining or attempting to gain unauthorised access to the Services and Documentation, or delivering or attempting to deliver any unauthorised, damaging or malicious code to the Services and Documentation, all of which is expressly prohibited. Any person or entity which does so, or attempts to do so, shall be held criminally liable. Further, should Service Provider suffer any damage or loss, civil damages shall be claimed by Service Provider against the Customer and/or Authorised User.

4.3 Any user who commits any of the offences detailed in Chapter 13 of the Electronic Communications and Transactions Act 25 of 2002 ("ECTA") shall, notwithstanding criminal prosecution, be liable for all resulting liability, loss or damages suffered and/or incurred by Service Provider and its affiliates, agents and/or partners.