INTRODUCTION

LSP is a specialist consultancy firm which provides professional services to cater for all and/or any business management related services, including but not limited to payroll and Human Resources Solutions and/or Accounting Services.These Terms and Conditions have been drafted in order to regulate the relationship which LSP has with its Clients.The Client undertakes to ensure that is takes all measures necessary to understand these Terms and ensure that it remains familiar with the contents thereof.

1. DEFINITIONS & INTERPRETATION

In these Terms and Conditions:

1.1. unless the context clearly indicates a contrary intention,

1.2. the definitions set out in this clause 2 shall apply; with any reference to a gender includes the other gender; any reference to natural persons includes legal persons and vice versa; and any reference to the singular includes the plural and vice versa;

1.3. clause headings are for reference purposes only and shall not affect the interpretation of these Terms;

1.4. any reference to any statute or statutory provision is to that statute or statutory provision as amended, replaced,or re-enacted and in force from time to time; any substantive provision in any definition which confers rights or imposes obligations on a Party shall, notwithstanding that it is only in a definition, be given effect to as if it were a substantive provision in the body of these Terms;

1.1.1 when a number of days are prescribed, they 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 case the last day shall be the next succeeding Business Day;

1.1.2 reference to day/s, month/s or year/s shall be construed as Gregorian calendar day/s, month/s or year/s;

1.1.3 any expression covering a process available under the laws of the Republic of South Africa shall, if any Party is subject to the law of another jurisdiction, be construed as including equivalent or analogous proceedings under that law;

1.1.4 any term defined within the context of any particular clause shall, unless otherwise determined by the context, bear the meaning ascribed to it for all purposes in terms of these Terms, notwithstanding that such term is not defined in this Clause Error! Reference source not found.;

1.1.5 expiration or termination of these Terms shall not affect any of its provisions which expressly provide that they shall continue to operate thereafter or which of necessity must continue to have effect thereafter notwithstanding that the clauses themselves do not expressly provide for this;

1.1.6 the rule of construction that, in the event of ambiguity, the contract shall be interpreted against the Party responsible for the drafting thereof shall not apply in the interpretation of these Terms;

1.1.7 any reference to a Party shall, if such Party is liquidated or sequestrated, be applicable to and binding upon that Party’s liquidator or trustee, as the case may be;1.1.8 where any document, notice or the similar is required to be signed by the Parties, “signed” or any cognate expressions shall be interpreted as requiring the Parties’ handwritten signature or an electronic signature as defined in the Electronic Communications and Transactions Act, No. 25 of 2002, but shall specifically exclude email signature; and

1.1.9 Save as otherwise expressly provided in these Terms, to the extent of any conflict or inconsistency between these Terms or any appendices, the order of precedence will be as follows:

1.1.9.1 Terms and Conditions; and then

1.1.9.2 Appendices.

1.1.10 the words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of

any preceding words.

1.2 The following terms have been defined as follows:

1.2.1 “Terms and Conditions” means these Terms and Conditions including all appendices and schedules attached thereto, as the context may require, with references to “Terms” having the same meaning;

1.2.2 “Applicable Law” means any law including:

1.2.2.1 legislation, order, regulation, directive, treaty, decree, the common law;

1.2.2.2 rule, policy, guidance, or recommendation issued by any governmental, statutory or regulatory body; and/or

1.2.2.3 legally binding industry code of conduct or guidelines, which relates to these Terms and Conditions, the Products, the Services, the activities which are comprised in all or some of the Services or the use or application of the output from the Services;

1.2.3 “Charges” means the consideration payable by Client to LSP in respect of Services, provided for in

terms of these Terms and shall be charged at the then prevailing rate usually chargeable by LSP;

1.2.4 “Client” means an entity, who has decided to engage LSP who shall in turn provide the Services;

1.2.5 “Client Data” means any data (of whatsoever nature) supplied, stored, collected, collated, accessed,

or processed by or for the benefit of the Client or any customer of the Client, including Personal

Information which includes Payroll Data;

1.2.6 “Confidential Information” means all information and data of any nature, whether tangible,

intangible, oral or in writing and in any format or medium, that is obtained or learned by, disclosed

to or comes to the knowledge of a Party (“Receiving Party”) by or from the other Party (“Disclosing

Party”) during the course or arising out of these Terms and Conditions, by whatsoever means, which

by its nature or content is or ought reasonably to be identifiable as confidential or proprietary to

the Disclosing Party or which is disclosed in confidence and whether or not it is marked or identified

as ‘confidential’, ‘restricted’, ‘proprietary’ or in similar fashion, including, trade secrets, credit information, Client/customer information, Client/customer base, financial information, legal

position, technical information, business information, payroll information, sales information,

product information, product sales plans, agreements, techniques, formulae, data, processes and

other trade secrets, business processes and proprietary ideas, contractual and financial

arrangements between the Disclosing Party and third parties, Client Data, Personal Information and

Intellectual Property Rights;

1.2.7 “Force Majeure” means acts or omissions of any governmental, statutory or regulatory body or

similar authority, sabotage, acts of war, interruption of essential services from public utilities(including electricity, water and sewerage), epidemics, pandemics, natural disasters or any other circumstances beyond the reasonable control of a Party and which such Party could not reasonably anticipate or mitigate by means of contingency planning or any other prudent business means, but specifically excludes strikes, lock-outs, shortage of labour, materials or utilities;

1.2.8 “Intellectual Property Rights” means all intellectual property rights of whatsoever nature including

corporate identification, trademarks, trade and business names, service marks, designs, brand

names, logos, slogans, emblems, copyright, patents, inventions, rights in improvements, processes,

get-ups, database rights, moral rights, specialised technical information or expertise and, in each

case, whether registered or not and including applications for the granting of any of the aforegoing

and all rights or forms of protection having equivalent or similar effect to any of the aforegoing

which may subsist anywhere in the world;

1.2.9 “LSP” means LSP Incorporated (Pty) Ltd, a limited liability company incorporated in accordance with

the laws of the Republic of South Africa with registration number 2016/258106/07, having its

registered address at 28 Siphosethu Road, Kingfisher Office Park Unit 1 Office 3, Mount Edgecombe

4302.

1.2.10 “Party/Parties” means for the purposes of these Terms and Conditions the Client and LSP;

1.2.11 “Payroll Data” means specifically the data required to populate the Client’s payroll, and which shall

be included in “Client Data”;

1.2.12 “Personnel” means a LSP’s employees, agents, independent contractors, sub-contractors and other

representatives;

1.2.13 “Services” means the services, responsibilities, processes and/or functions to be provided by LSP to

the Client as created by these Terms which may be provided in terms of any appendices attached

hereto and/or provided at the request of the Client on an ad hoc basis;

1.2.14 “Software” means the software which must be procured for purposes of the Services;

1.2.15 “Premises” means the physical location(s) at which Services may be performed, as agreed to

between the Parties by virtue of these Terms and Conditions;

1.2.16 “Termination Event” means the occurrence of one of the following events:

1.2.16.1 commits an act which would be an act of insolvency as defined in the Insolvency Act, No. 24

of 1936 if committed by a natural person;

1.2.16.2 effects or attempts to effect a compromise, scheme or arrangement or composition with its

creditors;

1.2.16.3 takes steps to place itself, or is placed, in liquidation whether provisionally or finally;

1.2.16.4 takes steps to place itself, or is placed, under business rescue proceedings or any similar administration, whether voluntarily or upon application by a third party;

1.2.16.5 a cessation, or a reasonable prospect of cessation (as the case may be), of the carrying on of

LSP’s normal line of business; and

1.2.17 “VAT” means value-added tax in terms of the Value-Added Tax Act, No. 89 of 1991.

2. TERM AND TERMINATION

2.1 These Terms and Conditions shall be and remain in force and binding upon them until such time as this has

terminated as set out below. Either Party may terminate these Terms, without cause, by giving the other at least 60 (sixty) days’ prior written notice.

2.2 In the event of the Client terminating before completion of any Services as requested by the Client, the Client shall pay LSP all Charges due and owing in terms thereof at the Termination Date.

2.3 If the Client cancels these Terms on notice, as provided for in clause 2.1, any Services provided by LSP to the Client, in terms of these Terms, up to and including the Termination Date must be paid in full by the close of business on the Termination Date.

2.4 At termination of these Terms, LSP shall, at the request of the Client delete or permanently render inaccessible all Client Data and provide written certification to this effect.

3. PROVISION OF SERVICES

3.1 LSP shall provide the Services to the Client as may be required or requested by the Client, which may include implementation, development, project management, telephone support and consulting services at LSP’s then prevailing rate.

3.2 LSP shall provide the Services:

3.2.1 in accordance with the provisions of these Terms;

3.2.2 in compliance with all lawful and reasonable directions of the Client relating to its performance of the Services;

3.2.3 using an adequate number of appropriately skilled, experienced, qualified and competent Personnel in

performing the Services; and such that they are scalable to support any reasonable growth of, or contraction

in the Client’s business for the duration of the relationship between the Parties.

3.3 LSP shall immediately but any event within 3 (three) business days, notify the Client, in writing, upon reasonably becoming aware of

3.3.1 any event which reasobaly causes, or appears to be reasonably likely to cause a failure or disruption to the Services; and

3.3.2 Such notice shall record, where reasonably able to, an explanation of the reasons for such Service failure and/or disruption and/or delay, the nature of any work and/or alterations necessary to remedy such Service failure or disruption or delay, the estimated duration of such work or alterations, details of the way in which such works or alterations may affect LSP’s ability to provide the Services, and details of the alternative arrangements which LSP may implement to ensure the performance by it of the Services and minimise the impact of the delay.

3.3.3 LSP shall use all reasonable endeavours to minimise the period and Impact of any disruption or delay.

3.4 LSP represents and warrants that:

3.4.1 the Services do not infringe the rights of, or misappropriate the property of, any entity or person, including, but not limited to, Intellectual Property Rights;

3.4.2 there is no action, suit, arbitration, proceeding or claim pending or, to its knowledge, threatened against LSP which may adversely affect its rights in and to the Services or the rights, licenses and privileges granted under these Terms.

3.5 The Parties acknowledge and recognise that the Software is owned by a third party proprietor, which LSP may assist the Client in procuring. The Parties agree that this Software is integral to providing the Services and if the Client, for any reason no longer has access to the Software this will be considered a material breach.

3.6 The Parties further acknowledge that any discrepancies, issues and/or changes to the Software will be made by the proprietor of such Software. The Parties further acknowledge and agree that the Software is maintained by the proprietor thereof, who remains responsible for ensuring its compliance with the Applicable Law.

3.7 The Client hereby agrees to indemnify and hold LSP, its Personnel, officers, directors and agents harmless and free from any and all losses, damages, liabilities, costs and expenses, including reasonably legal fees, incurred due to or in connection any glitch, error, malfunction and/or failure of the Software.

3.8 LSP reserves the right, at its sole discretion to pause and/or suspend provision of Services in the event of the Client withholding payment of any invoices, which are due and payable.

4. CLIENT OBLIGATIONS

4.1 The Parties hereto acknowledge that the Client is and remains the owner and custodian of the payroll information and as such it remains responsible for the Payroll Data, and ensuring the accuracy thereof.

4.2 As the custodian of the payroll, and the Payroll Data, the Client is required to ensure that all information which makes up the Payroll Data is correct, accurate and legally compliant, notwithstanding the functionality and/or efficacy of the Software.

4.3 The Client shall ensure that all invoices, which are due to LSP, are paid promptly without undue delay, and shall not under any circumstances apply the principle of set off to any such invoices.

4.4 The Client as the custodian of the Payroll Data is required at all times to ensure, regardless of what software is used, that they ensure the back up and where necessary the alternative storage of such back ups to ensure that in the event of any issue arising the Payroll Data can be repopulated with little to minimal down time.

4.5 The Client is and shall remain responsible for the software required for the Payroll Data, which software must be obtained through Sage. The Client, as the owner of the software license therein is required to ensure that it pays all such monies due and owing to Sage.

4.6 In the event of LSP procuring the software on behalf of the Client, the Client notwithstanding the assistance of LSP, shall remain liable for all such license fees and shall be required at all times to adhere to the terms and conditions of sale imposed by Sage as relating to its software.

5. CHARGES AND PAYMENT TERMS

5.1 All amounts quoted for in by LSP are exclusive of VAT. The Client shall be liable to pay VAT on such items, at the rate prescribed by the Applicable Law, which may be subject to change, in which case the Client shall pay the VAT as amended from time to time. All Charges shall be payable by the Client at the rate and in the manner prescribed by law against submission by LSP of a valid tax invoice.

5.2 LSP shall deliver to the Client a valid VAT invoice monthly in arrears setting out the Charges for that month, which invoice must:

5.2.1 be addressed to the Client;

5.2.2 reflect the Client’s relevant purchase order number for the particular Services (if required by the Client);

5.2.3 reflect the Client’s VAT registration number(if required);

5.2.4 reflect LSP’s VAT registration number and trade name;

5.2.5 describe the Services for which LSP is seeking payment;

5.2.6 describe how the amount owing by the Client in respect of the Services has been calculated; and

5.2.7 be accompanied by the relevant consultant report(s) and other substantiating documents and information specified or as otherwise requested by the Client to verify the amounts invoiced.

5.3 Payment of invoices shall be made 30 (thirty) days from receipt of invoice, which shall be deemed delivered within 24 (Twenty Four) hours of transmission from LSP’s accounts department.

5.4 If the Client, on bona fide grounds, disputes any part of an amount invoiced by LSP, the Client will, within 14

(fourteen) days of the date of receipt of the relevant invoice, notify LSP in writing of that dispute, giving details of the nature of the dispute and the amount that it claims should have been invoiced and:

5.4.1 The Client will pay the invoice despite having logged a query and/or dispute therein on the due date as set out in clause 5.3;

5.4.2 the Parties will try to resolve the dispute within 14 (fourteen) days, of receiving such referral for dispute, failing which the Parties may make use of alternative dispute resolution methods and/or any other remedies available to them under these Terms and Conditions;

5.4.3 LSP will provide all such information and evidence as may be reasonably necessary to verify the disputed amount;

5.4.4 following resolution of the dispute, and should LSP have agreed to any reimbursement, same shall occur within 60 (sixty) days of such decision having been reached between the parties.

5.5 Unless otherwise agreed between the Parties, all invoices for Services will be quoted, expressed and paid in South African Rand. Should the Parties agree that any price be quoted, charged and/or paid in any currency which is not South African Rand, or contain a currency component which is not South African Rand, then the Client shall bear the risk in and to all currency exchange rate fluctuations between the South African Rand and the other currency or shall acquire, and bear the cost of, forward cover.

6. PRICING REVIEW

6.1 LSP reserves the right to increase the Charges on an annual basis, annually in line with the Consumer Point Index inflation rate plus 2 (Two) percent, unless otherwise agreed between the Parties.

6.2 In the event of an increase in the Charges, LSP shall provide the Client with written notice of such increase 20 (Twenty) business days prior thereto.

7. LSP PERSONNEL

7.1 LSP shall assign suitably qualified Personnel, that will be materially involved in the rendering of the Services to the Client.

7.2 In the event of a change of Personnel assigned to the Client to complete the Services, LSP shall notify the Client of such change and shall reassign such duties to another employee, which appointment shall be made taking into account LSP’s operational requirements.

7.3 In the event of the Client raising issues and/or complaints relating to any Personnel’s competency to perform the Services, the Client is called upon to report such complaint to legal@lspinc.co.za, which complaint will thereafter be distributed to the relevant manager to resolve.

8. CONFIDENTIALITY

8.1 The Parties shall treat all Confidential Information as strictly confidential. The Receiving Party shall not directly or indirectly use the Disclosing Party’s Confidential Information for its own benefit, nor for the benefit of any other person, nor for any purpose other than carrying out its obligations in accordance with these Terms.

8.2 The Receiving Party shall not disclose the Confidential Information to any person whomsoever other than the Receiving Party’s Personnel who are directly involved in carrying out the Receiving Party’s obligations in terms hereof and then only on a need-to-know basis. Before revealing any Confidential Information to them, the Receiving Party shall ensure that such Personnel are made aware of the confidential nature of the Confidential Information being made available to them and that such Personnel are bound by general confidentiality undertakings no less stringent than those contained in these Terms.

8.3 The Receiving Party shall ensure that its Personnel observe and comply with these confidentiality obligations, whether or not they continue to be employed or contracted by the Receiving Party.

8.4 The Receiving Party shall initiate internal security procedures reasonably acceptable to the Disclosing Party to prevent unauthorised disclosure of the Confidential Information.

8.5 The Receiving Party shall use the same standard of care (which shall not amount to less than a reasonable standard of care) in protecting the Confidential Information as it uses to protect its own confidential and/or proprietary information.

8.6 The Receiving Party shall, at the Disclosing Party’s option, destroy or return the Confidential Information on demand by the Disclosing Party at any time and, in any event, on the termination of this relationship. The Disclosing Party shall not retain any copies of any Confidential Information and shall extract and expunge from any word processor, computer or other similar device into which it was entered or programmed. Receiving Party shall, on demand from the Disclosing Party, furnish a written statement, signed by a director of the Receiving Party, to the effect that, upon such destruction or return (as the case may be), Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any Confidential Information.

8.7 The Parties acknowledge and agree that for the purposes of sections 37(1) and/or 64(1) of the Promotion of Access to Information Act, No. 2 of 2000, the Confidential Information is information provided in confidence by the Disclosing Party.

8.8 LSP shall immediately notify the Client in writing should any breach of these confidentiality provisions be suspected.

8.9 Confidential Information does not include information to the extent that such information:

8.9.1 is in the public domain at the time of its disclosure to the Receiving Party or which subsequently becomes part of the public domain by publication or otherwise, other than by breach of an obligation of confidentiality by the Receiving Party or any third party;

8.9.2 becoming available to the Receiving Party from a source, other than the Disclosing Party, other than by breach of an obligation of confidentiality by the Receiving Party or any third party;

8.9.3 developed independently by the Receiving Party without the knowledge of, use of or access to the Confidential Information; or

8.9.4 disclosed pursuant to a requirement by operation of law, regulation or order of court or other administrative body, but then only to the extent, specific instance and under the specific circumstances in which it is obliged to be disclosed; provided that-

8.9.5 the onus shall at all times rest on the Receiving Party to establish that such information or data falls within an exclusion;

8.9.6 the information or data disclosed is deemed not to be within the foregoing exclusions merely because it is embraced by more general information or data in the public domain or in a third party’s possession; and

8.9.7 a combination of features is deemed not to be within the foregoing exclusions merely because individual features are in the public domain or in the Receiving Party’s possession. A combination of features shall be excluded only if the combination itself is in the public domain or was already in the Receiving Party’s possession.

8.10 Should it be required to disclose the Confidential Information as contemplated in clause 8.9.4 the Receiving Party shall advise the Disclosing Party thereof prior to disclosure, if possible, and shall further, to the extent it is lawfully able to, take such steps to limit the extent of the disclosure and afford the Disclosing Party a reasonable opportunity to intervene in the proceedings and shall comply with the Disclosing Party’s reasonable requests as to the manner and terms of any such disclosure.

9. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights owned by or licensed to the Client or any other member of the Client, shall remain the sole and exclusive property of the Client or the other member of the Client or their licensors (as the case may be) and all Intellectual Property Rights owned by, or licensed to, LSP shall remain the sole and exclusive property of LSP or its licensors. Unless specifically authorised by virtue of these Terms and Conditions, or in writing and signed by a duly authorised representative of each Party, and then only to the extent so agreed, neither Party shall have the right to use the other Party’s Intellectual Property Rights in any manner whatsoever.

10. CLIENT DATA

10.1 The Client shall permit LSP to have access to Client Data solely to the extent that LSP requires access to provide the Services in accordance with the terms of these Terms.

10.2 LSP may only access and process Client Data in connection with these Terms or as directed by the Client in writing and/or telephonically and may not otherwise modify Client Data, merge it with other data, commercially exploit it, use it in any other practice or activity that may in any manner adversely affect the integrity, security or confidentiality of such Client Data, other than as specifically permitted by these Terms or as directed by the Client in writing.

10.3 LSP understands and agrees that the Client owns all right, title and interest in and to Client Data and in any modification, compilation or derivative works therefrom, and also owns all Intellectual Property Rights, and other proprietary rights in and to the Client Data and modified Client Data, subject to any rights which may be held by the Software Proprietor.

10.4 The Client remains responsible for collecting, maintaining and/or storing among other things, the Client Data, with LSP simply accessing the Client Data for purposes of providing the Services.

11. NON-SOLICITATION

11.1 Each Party acknowledges that the other Party has invested substantial time and expense in recruiting, hiring, training and retaining its employees.

11.2 Neither Party shall without the prior written consent of the other Party, either during or within 12 (twelve) months after termination of these Terms, solicit for employment, directly, any person who at any time during the duration of these Terms, was an employee of the other Party and was directly involved in the performance of these Terms.

11.3 Should any Party breach the provisions of this clause 11, the innocent Party shall have the ordinary legal action available to them in accordance with Applicable Law. The guilty Party shall be liable for the costs of the

aforementioned legal action, even if such action is taken on an urgent basis, at an attorney and own client basis.

12. WARRANTIES

12.1 Each Party warrants that it:

12.1.1 has full capacity and authority and all necessary consents to enter into and to perform its obligations under these Terms; and

12.1.2 shall, in performing its obligations and exercising its rights under these Terms, comply with all Applicable Laws in force from time to time.

12.2 LSP represents and warrants that it:

12.2.1 is the holder of all necessary approvals, licenses or other authorisations required by Applicable Laws to permit it to conduct its business and to render the Services as contemplated in these Terms;

12.2.2 has familiarised itself with all aspects of the Services and has the knowledge, experience and ability to perform its obligations as created by the terms of these Terms;

12.2.3 shall do nothing which will, or might reasonably be expected to, bring the Client and its name into disrepute;

12.2.4 shall at all times perform its responsibilities under these Terms in a manner that does not infringe, or constitute an infringement or misappropriation of any Intellectual Property Rights or other proprietary rights of the Client or any third party;

12.2.5 provide and maintain such documentation as is authored by or on behalf of LSP so that it:

12.2.5.1 accurately reflects the operations of the Services rendered;

12.2.5.2 is accurate, complete and written in a manner easily understood by the Client; and

12.2.5.3 is promptly updated from time to time to reflect any changes.

12.3 The Client warrants that:

12.3.1 it shall provide the necessary Client Data and Payroll Data, documentation, reports, statistics and/or any

information which LSP and its Personnel requires to reasonably perform the Services,

12.3.2 it shall ensure that LSP receives prompt payment, which shall not be subject to set-off, notwithstanding any possible queries lodged therein,

12.3.3 that it shall ensure that it has access and provides LSP with access to the Software;

12.3.4 that is shall check and confirm that the information which makes up the Payroll Data, including but limited to the information that is uploaded to and/or provided in the Software, is correct and accurate notwithstanding the provision of the Services;

12.3.5 it shall not withhold payment for any reason whatsoever, and should this occur this shall be considered a material breach of these Terms;

12.3.6 that it shall not withhold any Client Data and specifically Pay Data, information, documentation, reports,

statistics and/or any information which LSP and its Personnel requires to reasonably perform the Services and/or as is required by the Applicable Law;

12.3.7 shall not unreasonably withhold access to its Premises by LSP and its Personnel during the course and scope of rendering the Services; and

12.3.8 shall not unreasonably deny LSP access to Client Data and/or its personnel through the use of remote access software and/or techniques.

13. INDEMNITY

13.1.1 Both parties hereby mutually indemnify each other, along with their respective officers, directors, employees, and agents, and hold them harmless against any and all Losses, which may be incurred or suffered arising out of or in connection with:

13.1.2 the death or personal injury resulting from their own or their Personnel’s wilful misconduct or negligence;

13.1.3 the use by either party of, or its engagement with, any of its staff member;

13.1.4 the non-observance and non-compliance by either party and/or its staff of any Applicable Laws, including any failure to observe or perform any duties or obligations under any of the licenses, certificates, authorizations, permits, approvals, and consents required in terms of the Applicable Laws;

13.1.5 theft, fraud, cybercrime or other unlawful activity or any negligent, wilful or fraudulent conduct by either party or its Personnel;

13.1.6 breach by either party and/or its sub-contractors of any agreement with any third party related to the provision of Services under these Terms;

13.1.7 breach of an agreement between either party and any Personnel or supplier (including claims by such

Personnel or supplier);

13.1.8 any fines or penalties incurred by or levied against either party as a result of breach of any of their obligations under these Terms or of any Applicable Law.

13.2 Notwithstanding the generality of the foregoing, the Client herewith specifically indemnifies LSP against all and/or any claims whether direct or indirect howsoever arising from the application, maintenance and/or processing of the Payroll Data. This indemnity shall includes all causes of action, whether in civil or otherwise, and shall include but is not limited to patrimonial, consequential and/or inconsequential damages, as arising from the Client and/or any other third party which may be affected by the Payroll Data.

14. LIMITATION OF LIABILITY

14.1 Notwithstanding anything else contained in these Terms and Conditions but subject to clause 14.2, the maximum liability of either Party pursuant to or in relation to any claim under these Terms and Conditions, shall be limited to and shall not exceed an amount equal to 100% (one hundred percent) of the total Charges under all Agreements paid or payable by the Client to LSP in the 12 (twelve) months preceding the cause of action giving rise to such claim.

14.2 Notwithstanding the provisions of this clause, nothing in any Agreement shall be deemed to exclude or limit either Party’s liability in respect of:

14.2.1 any fraud, wilful misconduct or gross negligence of either Party’s Personnel, whether acting solely or in concert with others;

14.2.2 any indemnity given by one Party to the other Party under these Terms;

14.2.3 any abandonment of the provision of Services by LSP, the repudiation of these Terms by LSP or the termination of these Terms by LSP other than in accordance with the terms herein.

14.2.4 any breach or violation of Applicable Law;

14.2.5 any wilful or negligent loss and/or corruption of Client Data;

14.2.6 damage, loss or destruction of any real or tangible property arising as a result of its wilful misconduct or

negligence, or that of its Personnel;

14.2.7 death or personal injury resulting from its wilful misconduct or negligence or that of its Personnel; and

14.2.8 any liability to the extent that such limitation or exclusion is not permitted in terms of the Applicable Law.

14.3 Subject to clause 14.2 , neither Party shall under any circumstance whatsoever be liable for special, indirect nor consequential damages.

14.4 These limitations of liability shall apply regardless of the form of action, whether in contract, delict, strict liability, or otherwise and regardless of whether either Party has been advised as to the possibility of such damages and/or losses.

15. BREACH

15.1 In the event that either Party (“Defaulting Party”):

15.1.1 commits a material breach of any provision of these Terms, which is capable of being remedied and fails to remedy such breach within 14 (fourteen) days after delivery by the other Party (“Non- Defaulting Party”) of a written notice requiring the Party in breach to do so;

15.1.2 or a Termination Event occurs; the other Party shall be entitled, without prejudice to, and without constituting a release or waiver of, any other rights or remedies which it may have under these Terms or in law, either to immediately terminate these Terms or to claim immediate specific performance of all of the Defaulting Party’s obligations, whether due for performance or not, and without prejudice to its right to claim damages.

15.2 Without prejudice to any other rights and remedies the Client or LSP, may have in terms of these Terms and Conditions or in law, either Party may at any time, by notice, terminate their relationship with immediate effect:

15.2.1 if LSP or the Client is in material breach of these Terms and Conditions and that breach is not capable of remedy;

15.2.2 if LSP or the Client commits repeated breaches of its obligations under these Terms (whether the same or different obligations and regardless of whether these breaches are remedied), the cumulative effect of which has a material impact on the functionality of either Party’s business or is a material breach of these Terms and Conditions;

15.2.3 in the event of any direct or indirect change in Control of LSP or the Client where such change has not been consented to by the other Party, which consent shall be in writing and signed by the duly authorised

representative of the other Party.

16. FORCE MAJEURE

16.1 Any event will only be considered Force Majeure if it is not attributable to the neglect, default or other failure to take reasonable precautions of the affected Party and/or its Personnel including that such default or delay cannot reasonably be circumvented by the affected Party through the use of alternate sources, work around plans or other means.

16.2 Subject to clause 16.1 in the event of Force Majeure, if the Parties are delayed in, or prevented from, performing any of the provisions of these Terms then

16.2.1 such delay or non-performance shall not be deemed to be a breach of these Terms and no loss or damage shall be claimed by the other party from the affected Party by reason of such delay or non- performance; and

16.2.2 the obligations of the affected Party shall be suspended during the period of such delay or prevention and the affected Party shall not be liable, wholly or in part, for non-performance or a delay in performance of its obligations under these Terms, if such delay is due to Force Majeure.

16.3 Notwithstanding this clause 16, each Party shall use commercially reasonable and practicable efforts to continue to perform, or resume performance of, such obligations for the duration of such Force Majeure event and to mitigate the effect of the Force Majeure upon the performance of its obligations under these Terms.

16.4 If any Party becomes aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any failure or delay on its part, it shall, with immediate effect, notify the other Party by the most expeditious method then available and shall inform the other Party of the details of the Force Majeure, its effect on the relevant obligations and the period for which it is estimated that such failure or delay shall continue.

16.5 In the event of a Force Majeure subsisting for a period of 30 (thirty) days or more which prevents either Party from fulfilling its obligations under these Terms, either may be entitled, on written notice to the other Party, terminate these Terms with immediate effect without any further cost or liability whatsoever.

17. SUB-CONTRACTING

17.1 LSP reserves the right at its sole discretion to subcontract its liabilities, obligations and responsibilities in terms of these Terms In the event of LSP making use of the services of a subcontractor, LSP shall ensure that the subcontract:

17.1.1 is properly equipped, experienced, organised and financed to undertake the duties assigned to it and LSP

warrants that it will actively supervise such subcontractor at all times;

17.1.2 does not subcontract, cede, delegate, assign and/or transfer its rights or obligations under their subcontracts and that the subcontracts shall contain provisions to this effect;

17.1.3 has obtained and maintains all licenses required in connection with the Services.

18. ASSIGNMENT

Neither Party shall cede, delegate, assign and/or transfer any of its rights and/or obligations under these Terms and Conditions without the prior written consent of the other Party.

19. VARIATION

19.1 Save as otherwise expressly provided in these Terms, no variation or amendment to these Terms will be effective unless such variation or amendment:

19.1.1 It is negotiated and agreed to between the Parties;

19.1.2 The Parties’ agreement thereto is recorded in writing and signed by their duly authorised representatives.

20. GENERAL

20.1 Except as expressly stated in these Terms and Conditions no right or remedy conferred upon any Party by these Terms shall be exclusive of any other right or remedy howsoever arising, and all such rights and remedies shall be cumulative.

20.2 Nothing in these Terms constitutes either Party as the agent, principal, representative or partner of the other, and no Party shall be entitled to hold out to any third party that the relationship between the Parties is that of a partnership, joint venture or the like. Without prejudice to the generality of the foregoing, LSP shall not represent itself as being Company or an agent, partner, employee or representative of Company and shall not hold itself out as having any authority to act on behalf of Company.

20.3 These Terms constitutes the entire agreement between the Parties with regard to the subject matter and

superseding all previous proposals, agreements, arrangements, understandings, promises, representations,

understandings and negotiations, whether written or oral.

20.4 No terms and conditions contained in any proposal, quotation, delivery note, invoice, statement or in any other documents between the Parties, whether exchanged prior to, on or subsequent to entering into these Terms, shall in any way amend, novate or supersede the provisions contained in these Terms, unless specifically incorporated herein.

20.5 All provisions of these Terms and Conditions and any schedule or appendix thereto shall be independent of each other and deletion from or the invalidity of any such provision or schedule shall not affect the remainder of these Terms.

20.6 No waiver or abandonment by either Party of any of its rights in terms of these Terms and Conditions, shall be binding on that Party, unless such waiver or abandonment is in writing and signed by the duly authorised representative of the waiving Party. No amendment or consensual cancellation of these Terms or any provision or term hereof, no settlement of any disputes arising under these Terms and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of these Terms shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver or relaxation or suspension,signed by the Party granting such extension, waiver or relaxation). Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given. No indulgence or extension of time which either Party (“the Grantor”) may grant to the other shall constitute a waiver of, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event and to the extent that the Grantor has signed a written document expressly waiving or limiting such right.

20.7 All costs, charges and expenses of any nature whatsoever which may be incurred by a Party in enforcing its rights in terms of these Terms, shall be recoverable on a party and party basis, subject to taxation processes.

20.8 Notwithstanding anything to the contrary contained herein, these Terms shall endure for the benefit of and be binding on the successors-in-title and permitted assigns of the Parties. The rights and obligations of each Party arising out of or pursuant to these Terms or its termination or cancellation shall devolve upon and bind its legal representatives, successors-in-title and permitted assigns.

20.9 If any of the provisions of these Terms are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining provisions, which will 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.

20.10 These Terms shall be governed by and interpreted in accordance with the substantive laws of the Republic of South Africa which shall for the purposes relating to these Terms be the governing law.

20.11 Neither Party shall make or issue any formal or informal announcement or statement to the press in connection with these Terms, without the prior written consent of the other Party.

20.12 Each Party shall bear and pay its own costs of or incidental to the negotiation, drafting, preparation and execution of these Terms.

20.13 These Terms may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute the same agreement.