GENERAL TERMS AND CONDITIONS

PREAMBLE:
The Parties hereto wish to enter into an Agreement for the provision of the Deliverables. The Agreement will comprise of these General Terms and Conditions, the Order Form and the Specific Terms and Conditions and /or any other written agreement concluded between the Parties.

1 INTERPRETATION AND DEFINITIONS
The headings of the clauses in these General Terms and Conditions are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of these General Terms and Conditions
nor any clause hereof.  In these General Terms and Conditions , unless a contrary intention clearly appears:
1.1 words importing:
1.1.1  any one gender includes the other two genders;
1.1.2  the singular includes the plural and vice versa; and
1.1.3  natural persons include created entities (corporate or unincorporate) and vice versa ;
1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely:
1.2.1  “Agreement ” means any written agreement and addenda  thereto which is concluded between Syspro and the Customer  from time to time for the Deliverables ;
1.2.2  “Business Day” means any day other than a Saturday, Sunday or proclaimed public holiday in the Territory;
1.2.3  “Commencement Date” means notwithstanding the Signature Date, the commencement date as set out in the Order Form ;
1.2.4  “Confidential Information” means (but not be limited to) all information confidential to a Party including to the extent that it is not freely and publicly available,
commercial, financial, technical, scientific and research information, trade secrets, passwords, other secret code s, business plans, Customer  and supplier lists, marketing strategies, information disclosed with the permission of third parties in which the third parties have confidentiality rights, information legally protected from public disclosure, any information t he unauthorised disclosure of which could reasonably be expected to cause harm or risk to the disclosing Party or any other person, and any other information designated by the disclosing Party as confidential or which is manifestly confidential;
1.2.5  “Currency” means the currency used in the  Territory  and as set out in the Order Form ;
1.2.6  “Customer” means any natural person or any juristic person (which may be an association, business, close corporation, company, concern, enterprise, firm, partnership, joint venture, trust, undertaking, voluntary association, body corporate or similar entity) and as is set out in the Order Form ;
1.2.7  “Data  Protection  Law” means applicable data protection or data privacy laws applicable in terms of  the Laws of the Territory from time to time;
1.2.8  “Deliverables” means the Products and/or Services ;
1.2.9  “Fee” means all and any fees payable by the Customer  to Syspro  for the provision of the Deliverables , as provided for under the Order Form ;
1.2.10  “Force Majeure ” means acts or omissions of any government, government agency, provincial or local authority or similar authority, any laws or regulations having the force of law, civil strike, riots, insurrection, sabotage, acts of war or public enemy, strikes, pandemics, interruption of transport, lockouts, flood, storm, fire or (without limitation) any other circumstances beyond the reasonable control of the Party claiming force majeure or vis major and comprehended in the terms force majeure or vis major;
1.2.11  “General  Terms  and Conditions” means these general terms and conditions  for the provision  of the Deliverables ;
1.2.12  “Intellectual Property Rights” means all existing and future intellectual property rights of whatsoever nature arising anywhere in the world, whether registered or
unregistered, including (without limitation) trademarks, trade names and service marks, rights of copyright, design right s, patent rights, trade secrets and Confidential
Information, together with applications for any of these intellectual property rights;
1.2.13  “Interest” means the maximum interest allowed under the Laws;
1.2.14  Laws” means all applicable laws and legislation in the Territory;
1.2.15  “Notice  Period” means the notice period set out in the Order Form, if applicable;
1.2.16  “Order  Form” means the order form for the applicable Deliverables  for the Territory;
1.2.17  “Parties” means the Customer and Syspro and “Party” shall mean any one of them as the context may require;
1.2.18  “Products” means all and any products which Syspro provides to a Customer , including software licensed updates and upgrades theret o, pursuant to the
Agreement . Syspro may from time to time vary the items and content of items that constitute the Products ;
1.2.19  “Services” means the provision of all and any services provided by Syspro to the Customer ;
1.2.20  “Signature  Date ” means the date of the last signature of the Order Form ;
1.2.21  “Specific  Terms  and Conditions” means the specific terms and conditions applicable to the Deliverables , as is more fully set out hereunder in Appendix A ;
1.2.22  “Syspro” means the legal  entity as is set out in the Order Form ;
1.2.23  “Taxes” means, without limitation, any taxes, duties, customs, deductions, fees, levies or withholding taxes imposed in terms of the Laws applicable to the Parties;
1.2.24  “Term” means the term set out in the Order Form and includes any renewal periods ; and
1.2.25  “Territory” means the Territory set out in the  Order Form .
1.3 any reference to an enactment is to that enactment as at the Signature Date and as amended or re -enacted from time to time and includes any subordinate legislation made from time to time under such enactment;
1.4 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of t he Agreements;
1.5 when any number of days is prescribed in the Agreements, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on day which is not a Business Day, in which case the last day shall be the next succeeding Business Day;
1.6 Agreements  to these General Terms and Conditions  shall be deemed to be incorporated in and form part of these General Terms and Conditions ;
1.7 where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail;
1.8 any definition, wherever it appears in the Agreements, shall bear the same meaning and apply throughout the Agreements , unless otherwise stated or inconsistent with the context in which it appears;
1.9 reference to day/s, month/s or year/s shall be construed as Gregorian calendar day/s, month/s or year/s ;
1.10 references to a “subsidiary” or a “holding company” shall be references to a subsidiary or holding company as defined in terms of the Laws;
1.11 the use of any expression in the Agreements  covering a process available under the Laws , such as a winding -up (without limitation) , shall, if any of the Parties to the Agreements  are subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such defined jurisdiction;
1.12 the expiration or termination of these General Terms and Conditions  shall not affect such of the provisions of these General Terms and Conditions  which expressly provide that they shall operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this . Without in any way limiting the generality of the a foregoing, the following
clauses shall survive any expiration or termination of these General Terms and Conditions  under any circumstances whatsoever: clause 8 (Non -Solicitation); clause 10 (Limitation of Liability) , clause 12 (Confidential Information) , clause  13 (Intellectual Property) and clause 14 (Protection of Personal  Information) ;
1.13 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;
1.14 any reference in these General Terms and Conditions  to any other agreement or document shall be construed as a reference to such other agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented;
1.15 these General Terms and Conditions  shall be supplemented by the  Agreements, which shall, for the purposes of this General Terms and Conditions, constitute agreements  hereto , including but not limited to, that all and any otherdefined terms contained in the Agreements shall bear the same meaning as the defined terms in these General Terms and Conditions , subject to clause 1.16;
1.16 in the event of a conflict between the terms and conditions of these General Terms and Conditions and any of the Agreement s, the documents and clauses will prevail in the order in which they are listed below :
1.16.1  the Specific Terms and Conditions ;
1.16.2  the Order Form ;
1.16.3  any addenda to the above;  1.16.4  any other written Agreement;
1.16.5  these General Terms and Conditions.

2 ENGAGEMENT
2.1 The Parties hereby unconditionally engage with each other for the provision of the Deliverables, on a non -exclusive basis, within the Territory on the terms set out in the Agreements and the Parties hereby accept such engagement.
2.2 Subject to the provisions of clause 6 below, the engagement under clause 2.1 above shall commence on the Commencement Date and shall continue to be of full force and effect until terminated in terms of the Agreements by either Party to the other in writing.
2.3 The Parties can extend the terms of the Agreements for a further Term, as may be applicable. In such event, unless agreed otherwise by the Parties in writing, the terms of these General Terms and Conditions shall apply to the renewal Term.

3 GENERAL OBLIGATIONS OF Syspro  AND THE
CUSTOMER 
3.1 During  the Term of any of the Agreements , each Party  shall:
3.1.1  comply  with all of its obligations cont ained in the Agreements , with due skill, care and diligence  and in a fit and proper manner ;
3.1.2  timeously comply with its obligations recorded in the Agreements ;
3.1.3  use its reasonable commercial endeavours to  ensure compliance with any time frames and/or due dates contained in  the Agreements ; and
3.1.4  comply  with all of the Laws , including obtaining and maintaining all necessary licenses, consents and permissions , as may be required from time to time .
3.2 In the event that the either of the Parties do not conform with the undertakings contained in clause 3.1 above, that Party will use all reasonable commercial efforts to correct any such non -conformance or to provide the other Party with an alternative means of accomplishing the desired performance, failing which the other Party will be entitled to proceed in terms of clause 6.

4 REMUNERATION AND PAYMENT TERMS
4.1 In consideration for the Products and/or the Services, the Customer shall pay to Syspro the Fee in accordance with the terms set out below and in any applicable Agreement .
4.2 Where the Customer requires a purchase order number on its invoices, the Customer  must inform Syspro  of this requirement and if reasonably possible, Syspro  shall include such purchase order numbers on the invoices after receipt thereof. Where the Customer  requires such purchase order numbers on its invoices and does not provide details of same to Syspro , the Customer  agrees that it shall pay all such invoices, notwithstanding that a purchase order number has not been included thereon.
4.3 Payment of the Fee shall be in the Currency and all invoices shall be paid in full and promptly without deferment and without deduction or set -off whatsoever and free of bank charges, into such bank account as may be notified by Syspro  to the Customer  from time to time. Payment of invoices shall be made within 30 (thirty) days from the date of issue of the relevant invoice.
4.4 Syspro  shall, in its sole and absolute discretion be entitled to appropriate any and all payments made by the Customer towards the payment of any debt or obligation of whatsoever nature owed by the Customer  to Syspro , irrespective of when or how such obligation or debt arose.
4.5 To the extent to which Syspro incurs any expenses, which are not included in its Fees, on behalf of the Customer as a result of the provision of the Professional Services, the Customer shall reimburse Syspro for such expenses within 30 (thirty) days of the date of Syspro’s invoice detailing the nature and extent of such expenses.
4.6 Syspro may increase the annual Fees during any Contract Period (including the Initial Contract Period) in the event that and taking into account, but not limited to:
4.6.1  the prevailing inflation rate  over the then current Term; and/or
4.6.2  the number of Deliverables  purchased; and/or
4.6.3  Syspro’s prevailing price list; and/or
4.6.4  infrastructure usage patterns; and/or
4.6.5  in respect of any third party service providers, the third party increases their fees;
4.6.6  the Customer requires an upgrade and/or increase in the  Deliverables.

5 NON -PAYMENT AND SUSPENSION OF SERVICES
5.1 If the Customer fails to pay Syspro any amount owing to Syspro in terms of the Agreements on the due date for payment therefor, Interest on the outstanding amount shall accrue thereon for so long as the amount in question remains outstanding.
5.2 Notwithstanding the provisions of clause  6 hereof, if the Customer  breaches the Agreement s through failure to make payment of any amount owing to Syspro  on its due date for payment and fails to remedy such breach within 5 (five) Business Days of being called upon to do so by Syspro, Syspro  shall be entitled, at its election and without prejudice to its other rights at law or under the Agreements, including its
right to claim damages, to suspend the Products  and/or the Services for so long as the Customer  is in breach of its obligations in this regard.
5.3 Syspro  shall not be liable for any loss, damage, expense and/or claim of whatever nature and however arising (whether in contract, delict or otherwise) suffered by the Customer  as a result of suspension of the Deliverables  as contemplated in clause  5.2 and the Customer  shall indemnify and hold Syspro  harmless against any claims of whatsoever nature brought as a result of or arising out of such suspension.
5.4 Any suspension shall not excuse the Customer from its responsibility to discharge payment of any amount owing by it to Syspro under the terms of the Agreements.
5.5 Syspro shall charge the Customer, and the Customer shall pay Syspro, its costs associated with the disconnecting and reconnecting of the Deliverables when same are suspended in accordance with the provisions of this clause 5.

6 BREACH
6.1 If any Party commits a breach of a material term of the Agreement s and fails to remedy such breach within 21 (twenty -one) Business Days of the date of receipt of written notice requiring it to do so (or, if in the circumstances of the particular breach, a period of 21 (twenty -one) Business Days is not reasonably sufficient for the remedying of such breach, then within such further period as may be reasonably necessary for the remedying of such breach), then the aggrieved Party shall be entitled without notice, in addition to any other remedy  available to it at law or under the
Agreement s, including the obtaining of an interdict, to cancel the Agreement s, without prejudice to the aggrieved Party’s right to claim damages.
6.2 Furthermore, an aggrieved Party may terminate the Agreement s immediately on written notice in the event that the defaulting Party: – 6.2.1  becomes insolvent or is declared bankrupt or takes steps to place itself or is placed in provisional or final liquidation or under provisional or final receivership or judicial management or administration  or enters into or attempts to enter into any scheme similar to or in the nature of a composition, compromise or scheme of arrangement, release or novation with any or all of its creditors;
6.2.2  takes steps to de -register itself as a company, or is de -registered;
6.2.3  ceases trading or conducting business in the ordinary course thereof;  and/or
6.2.4  is involved in illegal activity .
6.3 Nothing contained in this clause 6:
6.3.1 shall preclude the aggrieved Party from claiming specific performance against the defaulting Party (as an alternative to terminating the Agreement s) of any
obligation which the defaulting Party has breached and has failed to remedy in terms of clause 6.1; or 6.3.2 shall prejudice any of the rights or remedies which the aggrieved Party may have in terms of the Laws or under the Agreement s, including the right to claim damages.

7 TERMINATION AND CONSEQUENCES  OF TERMINATION
SAVE FOR ALL AND ANY CLAUSES IN ANY AGREEMENTS THAT SURVIVE TERMINATION OF ANY AGREEMENTS:
7.1 On termination of the Order Form in relation to the Deliverables  for whatever reason:
7.1.1  the Order Form for the Deliverables  shall terminate;
7.1.2  all licenses and rights granted under the Agreement s to the Customer shall immediately terminate;
7.1.3  the Customer shall immediately pay all of Syspro’s invoices in respect of all Fees payable to the Syspro under the Agreement s up to the date of termination of the
Order Form  and/or Specific Terms and Conditions;
7.1.4  if the Order Form and/or Specific Terms and Conditions terminates prior to the expiry of the Term or any renewal Term , the Customer shall immediately pay to  Syspro all of the Fees  that would have been payable by the Customer to Syspro under the Order Form  and/or Specific Terms and Conditions for the balance of the Term or renewal Term, if applicable  and the costs that Syspro incurs as a consequence of the early termination of this Agreement, including any amounts that Syspro may be obliged to pay any third party ;
7.1.5  subject to clause 12.7 below, the Customer shall immediately return to Syspro or delete all of the Confidential Information and other materials in its possession or under its control relating to the Products ;
7.1.6  Syspro  shall not be liable to the Customer for the deletion of the Customer Protected Data or the termination of the Customer’s rights of use of and access to the Products ; and
7.1.7  in the event that the Customer has not concluded and/or terminated any of the Agreements for the Deliverables , then these General Terms and Conditions shall terminate .
7.2 In the event that the Customer only terminates any one of Services Specific Terms and Conditions, the Product Agreements and/or any other Service Agreement and these General Terms and Conditions shall not terminate.
7.3 In the event that these General Terms and Conditions are terminated by either Party for whatever reason, all of the remaining Agreements shall terminate and the provisions of this clause 7 shall apply to such termination.

 8 NON -SOLICITATION AND EMPLOYMENT OF STAFF OF
OTHER PARTY
8.1 Each Party undertakes for the duration of the Agreement s and for a period of 6 (six) months after the date of termination of the Agreement s, that it shall not directly or indirectly, whether for itself or for the benefit of any other persons, induce or endeavour to induce any officer or employee of the other Party employed by or working for such Party in relation to the performance of the Agreement s to leave their employment in order to employ such person.
8.2 This clause 8 shall not apply to any employees of either Party who respond to an advertisement placed in the general media by either Party.

9 FORCE MAJEURE
9.1 If a Force Majeure cause delays in or failure of performance by a Party of all or any of its obligations hereunder, the Agreement s, or as the case may be, the affected portion thereof shall be suspended for the period during which the Force Majeure prevails. Written notice of the Force Majeure specifying the nature and date of commencement thereof shall be despatched by the Party see king to rely thereon (on whom the onus shall rest) to the other as soon as reasonably possible after the commencement thereof.   Written notice of the cessation of the Force Majeure shall be given by the Party who relied thereon within 5 (five) Business Days after such cessation.  No Party shall subsequently be obliged to comply with the obligations suspended during such period.
9.2 During the period of the suspension, the Parties will meet from time to time in order to discuss and find solutions to bring about the termination of the Force Majeure. If after 60 (sixty) Business Days from the commencement of the Force Majeure there is no reasonable prospect of the cessation of such Force Majeure within a reasonable period thereafter, the other Party shall be entitled to terminate the Agreements on written notice to the Party suffering the Force Majeure.

10 LIMITATION OF LIABILITY
10.1 SAVE AS IS EXPRESSLY PROVIDED TO THE CONTRARY IN THE AGREEMENTS AND WITH THE EXCEPTION OF A BREACH OF CLAUSES 12, 13, 14 AND 15 –
10.1.1  NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY WHETHER IN CONTRACT, DELICT, UNDER STATUTE OR OTHERWISE (INCLUDING IN EACH CASE NEGLIGENCE) FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER ARISING (INCLUDING LOSS OF USE, REVENUE, PROFIT OR SAVINGS) UNDER OR IN RELATION TO THE AGREEMENTS OR ANY PART OF IT, OR THE DELIVERABLES , WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; AND
10.1.2  SYSPRO’S AGGREGATE LIABILITY UNDER THE AGREEMENTS, IN RESPECT OF ANY ONE OR MORE CLAIMS OF WHATSOEVER NATURE HEREUNDER,
SHALL NOT IN THE AGGREGATE EXCEED DURING ANY YEAR AN AMOUNT WHICH IS IN EXCESS OF 12 (TWELVE) MONTHS OF THE FEES WHICH ACCRUED
TO SYSPRO  FOR THE 12 (TWELVE) MONTHS PRECEDING THE CLAIM/S.
10.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY, SYSPRO’S AGGREGATE LIABILITY UNDER CLAUSES 12, 13, 14 AND 15, IN RESPECT OF ANY ONE OR MORE CLAIMS OF WHATSOEVER NATURE HEREUNDER, SHALL NOT IN THE AGGREGATE EXCEED DURING ANY YEAR AN AMOUNT WHICH IS IN EXCESS 3 (THREE) TIMES OF 12 (TWELVE) MONTHS OF THE FEES WHICH ACCRUED TO Syspro FOR THE 12 (TWELVE) MONTHS PRECE DING THE CLAIM/S.

11 INDEMNITIES AND WARRANTIES
11.1 SYSPRO DOES NOT WARRANT THAT THE CUSTOMER’S USE OF OR ACCESS TO DELIVERABLES WILL BE UNINTERRUPTED OR THAT THE DELIVERABLES OR THE RESULTS OBTAINED FROM THE DELIVERABLES WILL MEET OR FULFIL THE CUSTOMER’S REQUIREMENTS. THE CUSTOMER IS SOLELY RESPONSIBLE FOR THE SELECTION, AND DETERMINING THE SUITABILITY, OF THE DELIVERABLES FOR THE CUSTOMER’S REQUIREMENTS. THE CUST OMER ASSUMES FULL RESPONSIBILITY FOR THE INFORMATION AND THE RESULTS OBTAINED FROM THE USE OF THE DELIVERABLES AND FOR THE APPLICATION OF SUCH INFORMATION AND RESULTS.
11.2 EXCEPT FOR THE EXPRESS UNDERTAKINGS CONTAINED IN THIS AGREEMENT, SYSPRO GIVES NO OTHER UNDERTAKINGS, WARRANTIES OR
REPRESENTATIONS AND ANY FURTHER UNDERTAKINGS, WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, COMMON LAW OR OT HER LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE OR OTHERWISE (INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH REGARD TO THE DELIVERABLES AND THE CUSTOMER’S USE THEREOF, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITT ED BY LAW.
11.3 THE CUSTOMER HEREBY INDEMNIFIES Syspro AND HOLDS SYSPRO HARMLESS FROM AND AGAINST ALL CLAIMS, LIABILITIES, PROCEEDINGS, COSTS, DAMAGES, LOSSES AND EXPENSES THAT MAY BE BROUGHT AGAINST SYSPRO OR THAT SYSPRO INCURS OR SUSTAINS, CAUSED BY OR IN ANY WAY CONNECTED WITH A FAILURE BY THE CUSTOMER TO OBTAIN AND MAINTAIN THE REQUISITE LICENCES IN RESPECT OF ANY SOFTWARE REQUIRED BY Syspro FOR THE PERFORMANCE OF THE DELIVERABLES (UNLESS SYSPRO IS RESPONSIBLE FOR OBTAINING SUCH LICENCES) AND/OR ANY ACT OR OMISSION BY THE CUSTOMER, ITS USERS, ITS PERSONNEL OR ANY PERSON INSTRUCTED BY THE CUSTOMER THAT HINDERS PERFORMANCE OR COMPLETION OF THE DELIVERABLES OR ANY TASK RELATED TO THE DELIVERABLES.

12 CONFIDENTIAL INFORMATION
12.1 It is recorded that, during the course of negotiations as well over the duration of the Agreement s, the Parties shall exchange Confidential Information with one another. For purposes of this clause 12, a Party which discloses Confidential Information shall be referred to as the “Disclosing Party” and a Party which receives Confidential Information shall be referred to as the “Receiving Party”.
12.2 Subject to the further provisions of this clause 12, the Receiving Party shall keep:
12.2.1  confidential the details of the Agreements, the details of the negotiations leading to, and pursuant to, the Agreement s, and any information handed over to the
Receiving Party during the course of negotiations, as well as the details of all the transactions or agreements contemplated in the Agreement s;
12.2.2  confidential and secret, the Confidential Information of the other Party and shall disclose it only to its personnel, directors, members, consultants and other representatives who:
12.2.2.1  have a need to know (and then only to the extent that each such person has a need to know);
12.2.2.2  are aware that the Confidential Information should be kept confidential;
12.2.2.3  are aware of the Disclosing Party’s undertaking in relation to the Confidential Information; and
12.2.2.4  have been directed to keep the Confidential Information confidential and have undertaken to keep the Confidential Information confidential or signed appropriate confidentiality and non -disclosure agreements.
12.3 Each Party undertakes that, if it becomes aware that there has been, as a result of or in the course of the performance of the Agreement s, unauthorised disclosure or use of the Confidential Information of the Disclosing Party, it shall promptly bring the matter to the attention of the Disclosing Party in writing.
12.4 The obligations of the Parties of confidentiality and in relation to the maintenance and non -disclosure of Confidential Information in terms of the Agreement s do not extend to information that:
12.4.1  at the time of such disclosure is already in the lawful possession or control of the Receiving Party;
12.4.2  is or becomes public knowledge or is placed in the public domain, otherwise than pursuant to a breach of th e Agreement s by the Receiving Party;
12.4.3  becomes available to the Receiving Party from a source other than the Disclosing Party (provided that there has been no breach of confidentiality obligations by such source in disclosing the information to the Receiving
Party); or
12.4.4  is required by the Laws, or during any court proceedings, to be disclosed and the Receiving Party has taken all reasonable steps to oppose or prevent the disclosure of and to limit, as far as reasonably possible, the extent of such disclosure and has consulted with the Disclosing Party prior to making such disclosure.
12.5 It is expressly recorded that, if reasonably necessary for purposes of carrying out its obligations under the Agreements, Syspro shall be entitled to share the Customer’s Confidential Information with its holding, subsidiary and affiliate companies. However, such other entities shall be obliged to adhere to obligations of
confidentiality no less onerous than those contained herein.
12.6 Notwithstanding anything to the contrary in this clause 12, in order to publicise or promote its services to existing and prospective Customers, Syspro is hereby granted the right to use the Customer ’s name and logo as a reference and may disclose that it has performed services for the Customer. In this regard only the general nature or category of the services performed shall be used, as well as any details which may be in the public domain.
12.7 On termination of any of the Agreement s for any reason and upon request, the Parties shall, insofar as possible, immediately return all Confidential Information to the other Party, alternatively destroy same at the other Party’s election, and shall certify in writing that they have done so , unless it is required by either Party to retain same in terms of the Laws  or as required as part of commercially reasonable document retention policies .

13 INTELLECTUAL PROPERTY
13.1 All Intellectual Property Rights belonging to a Party prior to the date of the Agreements, or which vest in a Party independently of the Agreement s and/or the Products and/or the Services at any time, shall remain vested in that Party.
13.2 It is specifically recorded herein that any Intellectual Property Rights developed by Syspro for the Customer, including but not limited to, Fixes, Customisations, Improvements, External Integrations, Modifications, Releases, Updates and custom development, as are more fully defined in the EULA, shall be owned by Syspro at all times.
13.3 Syspro shall be entitled to use and license the Intellectual Property Rights set out in clause
13.2 to any third party and/or another customer and, where it may be applicable, the
Customer agrees that it hereby cedes, assigns and novates all right, title and interest to these Intellectual Property Rights to Syspro.
13.4 Except as expressly stated herein, the Agreements do not grant either Party 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 licenses in respect of the other Party’s Intellectual Property Rights.
13.5 Either Party shall immediately notify the other Party in writing of any claim by a third party against the in respect of any infringement or alleged infringement of such third party’s Intellectual Property Rights.
13.6 In respect of an infringement claim that relates to the Products and/or the Services, Syspro shall, entirely at its own cost and expense, conduct the defence of any such third party claim and the Customer shall provide all reasonable assistance to Syspro as required by Syspro.
13.7 In respect of an infringement claim that relates to any other Intellectual Property Rights, the Parties shall be dependent on the action taken by the licensors of such software to which the infringement claim relates.
13.8 If the third party claim causes the provision of the Products and/or the Services to be materially endangered or disrupted then, Syspro shall, at its election:
13.8.1  make the necessary modification to the Products  and/or the Services to remedy the infringement; or
13.8.2  obtain a license for the Customer  to continue using the Products  and/or the Services.
13.9 If Syspro cannot reasonably achieve any of the foregoing remedies within a reasonable period, either Party may terminate any of the Agreement s forthwith by giving written notice to the other Party.
13.10  In no event will Syspro have any liability to the extent that the alleged infringement contemplated in clause 13.6 above is as a result of:
13.10.1  a modification of the Products  and/or the Services by a Customer  or any other Third Party Provider;  and/or
13.10.2  the Customer ’s use of the Products  and/or the Services in a manner contrary to the provisions of th e Agreements or the policies or procedures issued from time to time by Syspro for use of the Deliverables .
13.11  Notwithstanding clause 13 above , the Customer agrees that Syspro may publicly refer to the Customer as a customer of Syspro, including in marketing materials and public relations communications without reference to the Customer. The Customer grants to Syspro a non -exclusive, royalty free licence to use the Customer’s name and trade marks for such purposes only.

14 PROTECTION OF PERSONAL INFORMATION
14.1 Each Party shall comply with any Data Protection Legislation, that apply in relation to any personal data processed in connection with the Agreement s (“Protected Data”) and render such assistance and co -operation as is reasonably necessary or reasonably requested by the other Party, including, but not limited to, the provision of information regarding the existence, applicability and extent of application of Data Protection Laws to Protected Data.
14.2 If a Party (“the Data Processor” in terms of this clause 14), its agents, subcontractors or employees are permitted access to any Protected Data held by the other Party (“the Data Controller” in terms of this clause 14) for any reason connected with the Agreement s or are supplied with or otherwise provided with Protected Data by the Data Controller or on its behalf for any purpose, or are supplied with or otherwise provided with Protected Data relating to any employee, client or subcontractors, the Data Processor shall:
14.2.1  use and/or hold such Protected Data only for purposes of performing its obligations under th e Agreement s and only in a manner directed by the Data Controller and shall not otherwise modify, amend or alter the contents of such Protected Data or disclose or permit the disclosure of such Protected Data to any third party, unless specifically authorised to do so  by the Data Controller or as required by  the Laws or any regulatory body and shall take all such steps as may be necessary to safeguard such Protected  Data;
14.2.2  not request any Protected  Data beyond what is strictly necessary in order to carry out its obligations under the Agreements  and only receive Protected Data from the Data Controller or its explicitly authorized representatives;
14.2.3  without prejudice to the generality of the foregoing, ensure that appropriate technical and organisational measures shall be taken by it against the unauthorised or unlawful processing of such Protected Data and against the accidental loss or destruction o f, or damage to, such Protected Data;
14.2.4  not (and shall procure that its agents shall not) process or transfer any Protected Data outside the Territory without the prior written consent of the Data Controller, unless provided for in terms of applicable Data Protection Legislation;
14.2.5  for the purposes of facilitating the Data Controller’s compliance with Data Protection Legislation, furnish to the Data Controller, when requested, copies of such security, audit and control reports generated by the Data Processor’s auditors as are directly relevant to such compliance;
14.2.6  promptly notify the Data Controller when it becomes aware of any unauthorised, unlawful or dishonest conduct or activities, or any breach of the terms of th e Agreements relating to Protected Data;
14.2.7  co-operate with the Data Controller in complying with any request for access or query from an individual who is the subject of Protected Data and/or responding to any
enquiry made, or investigation or assessment of any processing initiated by a relevant regulatory authority in respect of such Protected Data; and
14.2.8  return such Protected Data to the Data Controller on demand.
14.3 The Data Processor shall be liable for all losses, including final awards of damages and costs (which are not subject to appeal or review) issued against the Data Controller by any court or tribunal of competent jurisdiction or fines imposed on the Data Controller by a regulator of competent jurisdiction, arising from or incurred by reason of any wrongful processing of any Protected Data by the Data Processor or breach of its obligations or warranties under this clause 14, other than any such disclosure or breach in pursuance of a specific written instruction by the Data Controller.
14.4 For purposes of this clause 14, the Data Controller warrants
that:
14.4.1  it has consented to the provision of the Protected Data to the Data Processor and has obtained all necessary consents from individuals or entities (including, but not limited to its employees, agents, directors, members, consultants, sub -contractors or oth er representatives) in order to provide, only the necessary and applicable
Protected  Data to the Data Processor; and
14.4.2  the Protected Data collected and provided to the Data Processor under this General Terms and Conditions  from time to time shall be relevant, complete and accurate and shall be kept up -to-date at all times.
14.5 Failure by the Data Controller to comply with the warranties under clause 14.4 shall render the Data Controller solely liable for any breach or non -compliance with Data Protection Legislation and the Data Processor shall not be liable in terms of clause 14.3 hereof for any reason whatsoever.
14.6 On termination of any of the Agreements for any reason, the Parties shall, insofar as possible, immediately return all Protected Data to the other Party, alternatively destroy same at the other Party’s election, and shall certify in writing that it has done so , unless it is required by either Party to retain same in terms of the Laws  or as required as part of commercially reasonable document retention policies .

15 ANTI -BRIBERY AND ANTI -CORRUPTION
15.1 For the purposes of this clause  15, the term “Public Official” shall include any officer or employee (including any minister, civil servant or other official) of any of any government or state department, agency or body, and/or of any government – owned or controlled company, any company or enterprise in which a government owns an interest of more than thirty percent, and/or of any public international organization; and any close family member of any of the foregoing.
15.2 The Customer  agrees and undertakes that, at all times in connection with and throughout the Term of the Agreements and thereafter, it will comply with and will take reasonable measures to ensure that its employees, directors, subcontractors and other service providers, agents, officials or other third parties, subject to its control or determining influence (“Representatives”) will comply with  all Laws relating to  anti-bribery and corruption and anti -money laundering laws, rules, regulations or equivalent applicable.
15.3 The Customer  hereby confirms and agrees that its Representatives will not, offer, give, promise to give or authorise the giving to any person whosoever (including but not limited to private individuals, commercial organisations, Public Officials or any political party , official of a political party, or candidate for public office) (“Public Parties”)), or solicit, accept or agree to accept from any  Public Parties , either directly or indirectly, anything of value including, without limitation, gifts or entertainment or facilitation payments, in order to obtain, influence, induce or reward any improper advantage in connection with the Agreements , the Products, the Services, or any other business transactions involving one another .
15.4 Subject to any relevant Data Protection Legislation , the Customer  shall immediately report to Syspro  any request or demand received which could amount to a breach of the obligations under this clause 15, as well as any allegations, proceedings or investigations relating to bribery, corruption or money laundering against the Customer  or its Representatives in connection with the Agreements.
15.5 Syspro  shall have the right to suspend the Deliverables  and/or terminate any of the Agreements , in whole or in part with immediate effect:
15.5.1  if Syspro  reasonably believes in good faith that the Customer  has failed to comply with or breached in any material respect any of the requirements set out in this
clause 15; or
15.5.2  where the Customer  or its Representatives become designated as a ‘Restricted Party’, being any person identified from time to time by any government or legal authority under applicable trade sanctions, export controls, anti -money laundering, non -proliferation, anti – terrorism and similar laws as a person with whom trade or financial dealings and transactions by Syspro  and/or its affiliates are prohibited or restricted.
15.6 Should Syspro exercise its right to suspend and/or terminate any of the Agreements as a result of the Customer ’s breach of this clause 15, the Customer shall not be entitled to claim compensation or damages of any nature, regardless of any activities or agreements with additional third parties entered into before termination.
15.7 The Customer represents and warrants that except as otherwise disclosed in writing to Syspro, as at the Signature Date and throughout the term of the Agreements :
15.7.1  none of its Representatives in connection with the Agreements  is a Public Official; and
15.7.2  no Public Official will have a direct or indirect interest in the Agreements  and/or the Products  and/or the Services; and
15.7.3  it will promptly notify Syspro  in writing of any change in the foregoing.
15.8 Notwithstanding the aforementioned, nothing in this clause shall prevent Syspro from concluding the Agreements in the ordinary course of business with a Public entity or an entity where a Public entity  is a majority shareholder , subject to the applicable Laws .

16 CO-OPERATION
16.1 Each of the Parties undertakes at all times to do all such things, perform all such acts and take all such steps, and to procure the doing of all such things, within its power and control, as may be open to it and necessary for and incidental to the putting into effect or maintenance of the terms, conditions and import of the Agreements.
16.2 The Customer  hereby undertakes to do all such things and to take all such actions as may be necessary in order to enable Syspro  to be in position to fulfil its obligations and responsibilities under and in accordance with the Agreements, it being acknowledged by the Customer  that the ability of Syspro  to perform in terms of the Agreements  is dependent upon the Customer  providing Syspro , promptly and without delay, with the requisite support, assistance and access to the Products which are the subject matter  of the Services, which are required by Syspro  in order to fulfil its obligations hereunder.
16.3 Additionally, the Customer undertakes that it shall bring any deficiency or perceived deficiency in respect of Syspro’s performance to the attention of Syspro promptly.

17 DISPUTE RESOLUTION
17.1 In the event of any dispute arising as to the interpretation and/or implementation of any of the provisions of the Agreement s, including without limiting the generality of the aforegoing, any dispute which may arise between of the Customer ‘s Representatives  on the one hand and Syspro’s Representatives  on the other hand, in relation to any matter concerning the provision of the Products  and/or the Services, (other than a dispute relating to any question regarding the existence, validity or termination of the Agreement s), such dispute shall be referred for resolution in the first instance  to the contact person contained in the Order Form  of each Party.
17.2 To the extent that such dispute remains unresolved for whatsoever reason within 10 (ten) Business Days following the date it is so referred for resolution, it may be referred by either Party for resolution to the respective Chief Executive Officers of the Territory from time to time of Syspro and the Customer or where the Customer does not have a Chief Executive Officer, the person that fulfills an equivalent or similar function within the Customer ‘s organisation.
17.3 To the extent that they fail and/or unable to resolve such dispute within a further period of 10 (ten) Business Days following the date it is so referred to them for resolution, the dispute shall be referred to the relevant forum stipulated in the
Order Form for resolution. Such dispute shall be resolved in accordance with that forum’s Laws, rules and/or regulations.

18 TAXES
18.1 The Fee, and any other amounts payable by the Customer, as recorded in the Agreements is exclusive of any Taxes. The Customer shall be obliged to pay the Taxes to Syspro as reflected on the monthly invoices and, if any payment is subject to Taxes, the Customer shall additionally pay these amounts.
18.2 For the sake of clarity, if the Customer is legally obliged to undertake a deduction or retention of Taxes in the Territory, the amount of the payment to be made to Syspro shall be increased by such amount to ensure that Syspro receives the Fee as invoiced, free of any deductions, retentions or set -offs.

19 DOMICILIUM CITANDI ET EXECUTANDI
19.1 The Parties choose as their domicilia citandi et executandi for all purposes under the Agreements, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), as their nominated address in the Order Form.
19.2 Any notice or communication required or permitted to be given in terms of th e Agreement s shall be valid and effective only if in writing but it shall be competent to give notice by e -mail.
19.3 Either Party may by notice to any other Party to change the physical address chosen as its domicilium citandi et executandi vis -à-vis that Party to another physical , postal or e-mail address  in the Territory , provided that the change shall become effective vis-à-vis that addressee on the 5th (fifth)
Business Day from the receipt of the notice by the addressee.
19.4 Any notice to a Party –
19.4.1  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 7th (seventh) Business Day after posting (unless the contrary is proved);
19.4.2  delivered by hand to a responsible person during ordinary business hours on a Business Day at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or
19.4.3  sent by e -mail to its chosen e -mail address stipulated in the applicable Agreement , shall be deemed to have been received 1  (one) Business Day following the date of despatch (unless the contrary is proved) .
19.5 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.

20 MISCELLANEOUS
20.1 Warranty of Authority Each Party warrants to the other Party that it has power, authority and legal right to sign and perform the Agreements and that the Agreement s have been duly authorised by all necessary actions of its directors and constitutes valid and binding obligations on it in accordance with the terms and conditions of the Agreements.
20.2 Implementation  The Parties undertake to do all such things, sign all documentation, perform all such acts and take all steps to procure the doing of all such things and the performance of all such acts, as may be necessary or incidental to give effect to or be conducive to the giving of effect to the terms, conditions and import of the Agreements.
20.3 Independent Contractors The Agreement s does not make either of the Parties an agent or legal representative of the other for any purposes. Neither of the Parties will be entitled to act on behalf of, or to represent the other unless duly authorized in writing by the other Party. The Parties record that all relationships established between them in terms of the Agreement s are those of independent contractors.
20.4 Cession and Assignment Save as is expressly provided for otherwise in the Agreement s, neither Party shall be entitled to cede, transfer, assign or otherwise make over all or any of its rights and/or obligations in terms of th e Agreement s, to any third party, without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed.
20.5 Whole Agreement The Agreement s constitute the whole agreement between the Parties as to the subject matter hereof and no agreement, representations or warranties between the Parties other than those set out herein are binding on the Parties.
20.6 Variation  No addition to or variation, consensual cancellation or novation of the Agreement s and no waiver of any right arising from the Agreement s or its breach or termination shall be of any force or effect unless reduced to writing and signed by both Parties or their duly authorised representatives. Electronic signature or electronic communication or exchange shall constitute compliance with this requirement.
20.7 Relaxation  No latitude, extension of time or other indulgence which may be given or allowed by any one Party to another Party in respect of the performance of any obligation hereunder or enforcement of any right arising from the Agreement s and no single or partial exercise of any right by any one Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising  from the Agreement s or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.
20.8 Severability  If any provision of the Agreement s are held to be void, invalid, illegal and/or unenforceable by a court of competent jurisdiction or an arbitrator or by virtue of an express provision in any legislation it shall be treated pro non scripto  and severed from the balance of the Agreement s, and the validity, legality and enforceability of the remaining provisions of the Agreement s shall in no way whatsoever be affected or impaired thereby, and shall be and remain of full force and effect and binding on the Parties to the Agreement s.
20.9 Governing Law
The Agreement s and its interpretation, construction and termination shall be governed by and construed in accordance with the Laws.
20.10  Execution In Counter -Parts  The Agreement s may be signed in more than one counter -part, all of which taken together shall constitute one and the
same agreement. Any Party may enter into the Agreement s by signing any such counter -part.
21 COSTS
21.1 Each Party shall pay its own costs of and incidental to the negotiation and preparation of th e Agreement s (including all prior drafts and consultations).
21.2 In the event of any action or proceeding brought by any party against another under this Agreement the prevailing party shall be entitled to recover all reasonable costs and expenses including the fees of its attorneys in such action or proceeding.

APPENDIX A: SPECIFIC TERMS AND CONDITIONS