1. DURATION

These standard terms and conditions will apply to the services rendered by UCS to the Client and will survive for the duration that the services are being provided.

2. SERVICES

UCS shall provide the client with the services as set out in the Proposal or Quote to which these terms and conditions are attached to.

3. PAYMENT

3.1. The Client shall pay UCS the amount (plus Value Added Tax) set out on the Proposal or Quote within 30 (thirty) calendar days of the date of UCS ’s invoice therefore, into the bank account appearing on the Invoice, in cash, in South African Rands, free of conditions, set-off, bank exchange, commission or any other deduction. The Client shall not defer, adjust or withhold such payment. The amounts to be paid in terms of this Agreement do not include sales taxes (other than VAT, if so specified), excise, gross receipts and withholding taxes, universal service fund fee and any similar tax or any government imposed fees or surcharges (collectively, “taxes”). The Client shall pay or reimburse UCS for all such taxes (excluding tax on UCS ’s income).

3.2. A certificate signed by a senior executive of UCS , whose authority need not be proved, as to the existence and the amount of the Client’s indebtedness to them as to the fact that such amount is due and payable and the amount of interest accrued thereon, shall be prima facie proof of the contents and correctness thereof.

4. INTELLECTUAL PROPERTY

4.1. For the purposes of this clause 4, the following terms shall bear their respective meanings:

4.1.1. “Intellectual Property” means, collectively, patents, copyright, trademarks, logos, style names, slogans, designs, models, methodologies, Know-How, inventions, trade and business secrets and any other type of intellectual property (whether registered or unregistered including applications for and rights to obtain, use or for their protection) which are used or held, whether or not currently, in connection with a Party’s business, including but not limited to the Software; and

4.1.2. “Know-How” means ideas, designs, documents, diagrams, information, devices, technical data, scientific data, secret and other processes and methods used in connection with a Party’s business, and, all available information regarding marketing and promotion of the products and services of a Party and all and any modifications or improvements to any of them.

4.1.3. “Residuals” means ideas, concepts, know-how or techniques learned or developed by a Party arising out of this Agreement, which do not amount to a disclosure of confidential information in breach of this Agreement or infringe the other Party’s Intellectual Property rights;

4.2. Neither Party shall acquire any rights, title or interest of any kind in any Intellectual Property owned by the other Party. All Intellectual Property owned by a Party and all modifications made by it to its Intellectual Property, shall at all times remain the sole property of that Party. Unless specifically authorised in this Agreement or in writing by a Party and then only to the extent so authorised, neither Party shall have any right to use the other Party’s Intellectual Property in any manner whatsoever. In the event UCS has provided the consent to the Client to use Residuals, the use of such Residuals shall be limited to the use on the Project and within the Republic of South Africa.

4.3. Other than as set out in the Project Objectives as per Appendix 1, the Client does not have any right to use Residuals and it may only do so upon written consent by UCS .

4.4. The Parties’ respective obligations with respect to Intellectual Property shall continue in perpetuity notwithstanding any termination of this Agreement, howsoever caused.

4.5. All rights, title and interest in and to all intellectual property relating to any equipment and/or software that form the subject matter of this Agreement shall remain the sole property of UCS, the Client, their vendors or suppliers, who own such equipment and/or software.

5. CONFIDENTIALITY

5.1. Each Party undertakes to the other Party, for the continuance of this Agreement and for a period of 2 (two) years from the expiry or termination thereof, as the case may be:

5.1.1. to keep confidential all information whether written (including information contained in electronic format) or oral concerning the business and affairs of the other Party that it obtains or receives from the other Party or any third party, as well as the terms and conditions of this Agreement (“the Information”);

5.1.2. not without the other Party’s prior written consent to disclose the Information in whole or in part to any person save its employees, agents, contractors and/or consultants involved in the implementation of this Agreement, and who have a need to know the Information;

5.1.3. other than as set out in the Project Objectives as per Appendix 1, to use the Information solely in connection with the implementation of this Agreement and not for its own benefit or that of any third party.

5.2. The provisions of clause 5.1 shall not apply to Information to the extent that such Information is:

5.2.1. already known to the recipient without obligation of confidence;

5.2.2. independently developed by the recipient;

5.2.3. publicly available without breach of this Agreement;

5.2.4. lawfully received from a third party;

5.2.5. released for disclosure by the disclosing Party with its written consent; or

5.2.6. required to be disclosed in response to a valid order of court or other governmental agency or if disclosure thereof is otherwise required by law.

5.3. If a Party is obliged to divulge Information in terms of clause 5.2.6 it shall, provided that circumstances permit the time to do so, forthwith and before releasing the Information, inform the other Party of the obligation.

5.4. Each Party undertakes to the other to make all its relevant employees, agents, contractors and consultants aware of the confidentiality of the Information and the provisions of this clause 5 and to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents, contractors and consultants with the provisions of this clause 5.

5.5. Unless required to reach the Project Objectives as per Appendix 1, upon the expiry or termination of this Agreement for any reason, each Party shall promptly return to the other Party all documents, diskettes, drawings and any other medium containing the Information of the other Party (as well as all copies, notes or reproductions thereof) and delete and remove the Information from its electronic data bases and deliver to the other Party a certificate from a director of the Party deleting the Information that it has done so.

5.6. No provision of this Agreement shall be construed as consent from a disclosing Party to a receiving Party to disclose any Information in response to a request for the Information, served on the receiving Party in terms of the Promotion to Access to Information Act, No 2 of 2000. The receiving Party shall notify the disclosing Party immediately if it receives such a request, to enable the disclosing Party to object and, if necessary, to seek judicial protection of its interests.

6. BREACH

6.1. If either Party:

6.1.1. commits a breach of this Agreement and fails to remedy the breach within 30 (thirty) calendar days after receipt from the other Party of written notice calling upon it to do so;

6.1.2. is subject to application for winding up;

6.1.3. has final judgment taken against it and fails to satisfy or apply to have same set aside within 7 (seven) calendar days of becoming aware thereof;

6.2. then the other Party may, in addition to and without prejudice to any other right it may have in law or in terms of this Agreement, to:

6.2.1. enforce specific performance of the terms of the applicable Service Agreement; or

6.2.2. subject to clause 6.3, cancel this Agreement and/or, in its sole discretion, all Agreements then in force; and

6.2.3. in either event, subject to clauses 6.2 and 6.3 , recover such damages as it may have sustained,

6.3. The Aggrieved Party may cancel this Agreement in terms of clause 6.2.2, only if the breach is material and is not capable of being remedied by payment of money or, if it is capable of remedy by payment of money, within 14 (fourteen) calendar days after final determination of the amount.

6.4. Any amount due by any Party which is not paid on its due date will attract interest at Prime Rate, plus 2 (two) percentage points from due date to date of payment, both days inclusive.

7. FORCE MAJEURE AND LIMITATION

7.1. Neither Party shall have any claim against the other Party (“the Affected Party”) for any delay or failure of the Affected Party to carry out any of its obligations under this Agreement arising from or attributable to acts of God, war, terrorism, government, labour action or unrest, failure of suppliers or contractors or any other cause whatsoever beyond the control of the Affected Party (“force majeure”).

7.2. If the suspension of performance continues for more than 60 (sixty) consecutive calendar days, then either Party may summarily terminate this Agreement by written notice to the other Party, prior to the cessation of the force majeure.

7.3. Any claim by either Party against the other Party, howsoever arising, whether or not caused by its employees, agents and/or contractors, and regardless of form or cause of action, will in the aggregate be limited to the Service Charges paid by the Client to UCS in respect of the Services in relation to which the claim arose.

7.4. In any event, neither Party will be liable to the other Party for: (a) indirect or special damages and/or (b) loss of income, profit or anticipated savings, howsoever arising, whether or not caused by its employees, agents and/or contractors, and regardless of form or cause of action.

7.5. The provisions of this clause 7 are also stipulated for the benefit of the employees, agents and/or contractors of the Parties and will not limit any amount payable to UCS by virtue of Services that UCS rendered and / or associated products that it delivered to the Client in terms of this Agreement.

8. SERVICE ADDRESSES AND NOTICES

8.1. The Parties choose their respective service addresses for all purposes hereunder at the addresses set out in the front page provided that the service address for UCS in respect of all legal documents shall be: 2nd Floor, Sunninghill Crescent 2, 3 Eglin Road, Sunninghill, 2157. Attention: Myles Fourie.

8.2. Any Party may from time to time, by written notice to the other(s), vary its service address to any other address within the Republic of South Africa which is not a post office box or poste restante.

8.3. All notices given in terms of this Agreement shall be in writing and any notice given by any Party to another ("the addressee") which:

8.3.1. is delivered by hand shall be deemed to have been received by the addressee on the date of delivery;

8.3.2. is transmitted by telefacsimile or electronic mail, shall be deemed to have been received by the addressee on the first working day after the date of receipt of the receiving instrument;

8.3.3. is posted by pre-paid registered post from an address within the Republic of South Africa to the addressee at its service address shall be deemed to have been received by the addressee on the 10th (tenth) working day after the date of such posting.

8.4. It shall not be permissible to give any notice relating to a dispute, demand, breach, legal proceedings, renewal, cancellation or termination by e-mail.

9. GENERAL

9.1. This Agreement and the Appendix attached hereto constitutes the entire Agreement between the Parties with regard to the subject matter hereof.

9.2. No alteration or variation to, or consensual cancellation of this Agreement shall be of any force or effect, unless it is recorded in writing and signed by all the Parties.

9.3. No failure or delay by a Party to enforce any provision of this Agreement shall constitute a waiver or suspension of such provision or affect in any way a Party’s right to require performance of any such provision at any time in the future, nor shall the waiver of any right arising from any subsequent breach nullify the effectiveness of the provision itself.

9.4. In the event that any of the terms of this Agreement are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining provisions, which shall remain of full force and effect. If any invalid term is capable of amendment to render it valid, the Parties agree to negotiate in good faith an amendment to remove the invalidity.

9.5. Unless otherwise agreed in writing between the Parties, neither Party shall for the duration of this Agreement and for a period of 12 (twelve) months after expiry or termination thereof for its own benefit or as a representative of or agent for any third party, persuade, induce, encourage, procure or solicit (or procure such persuasion, inducement, encouragement, procurement or solicitation of) the personnel of the other Party;;:

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

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

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

9.6. Each Party acknowledges that it does not enter into this Agreement on the basis of and does not rely on any representation, warranty or other provision, whether express or implied, except as expressly provided in this Agreement. All conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by the law of the Republic of South Africa.

9.7. Each Party warrants that it is acting as principal and not as agent for any other person, whether disclosed or otherwise.

9.8. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the Republic of South Africa.

9.9. If any Party is awarded costs by an arbitrator or court, he shall be entitled to be reimbursed by the other Party on the basis of Attorney and own client charges.

9.10. If the Client fails to pay any undisputed amount due and payable to UCS in terms of this Agreement, then UCS may, without prejudice to any other rights it may have, suspend the rendering of further services until payment thereof.

9.11. The terms and conditions contained on the Client’s purchase order, order acceptance forms and/or invoices shall not apply to supplement or supersede any provision of this Agreement;

9.12. Information or documents sent to UCS by e-mail shall be deemed to have been received by UCS only once UCS has acknowledged receipt thereof in writing or by way of a return e-mail specifically acknowledging receipt of the e-mail.

9.13. UCS does not expressly or impliedly give any warranty or guarantee in respect of any third party software, including warranties or guarantees as to functionality, fitness for a particular purpose, uninterrupted use, merchantability or absence of any error of code or media and any warranties imposed by law are similarly excluded. UCS accepts no liability of any nature arising out of or caused by any defect or failure in/of such software.

9.14. The provisions of this Agreement have been settled by negotiation and each Party was free to secure independent legal advice. The rule of construction that clauses must be interpreted against the Party principally responsible for drafting does, will therefore not apply in the interpretation of this Agreement.