- RedRabbit Solutions (Pty) Ltd Proprietary Limited trading as RedRabbit, a company incorporated under the laws of the Republic of South Africa with registration number 2019/057767/07. ("Supplier").
- The party who subscribes to RedRabbit.zone by accepting the Terms and Conditions of this Subscription Agreement ("Customer").
The Service that we provide
- The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of providing maintenance management tools to Real Estate Companies ("Purpose").
- The Customer wishes to use the Supplier's service in its business operations.
- The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms of this Agreement.
- The definitions and rules of interpretation in this clause apply in this Agreement.
- "Agreement" means this subscription agreement;
- "Annexes" means the annexes attached to this Agreement;
- "Authorised Users" those employees, agents and independent contractors of the Customer who are located in a single Branch / Office of the Customer and who are authorised by the Customer to use the Services and the Documentation;
- "Business Day" any day which is not a Saturday, Sunday or public holiday;
- "Confidential Information" information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.5;
- "Customer Data" the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services;
- "Documentation" the document made available to the Customer by the Supplier online which sets out a description of the Services and the user instructions for the Services;
- "Effective Date" means the date when the services is available and ready for use by the Customer;
- "Normal Business Hours" means 9.00 am to 4.00 pm, each Business Day;
- "RedRabbit.zone" means the web based maintenance management system provided to the Customer under this Agreement;
- "Services" the subscription services provided by the Supplier to the Customer under this Agreement via a website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation;
- "Software" the online software application provided by the Supplier as part of the Services;
- "Subscription Fees" the subscription fees payable by the Customer to the Supplier for the User Subscriptions;
- "Support Service Policy" the Supplier's policy for providing support in relation to the Services as made available at www.redrabbit.zone or such other website address as may be notified to the Customer from time to time;
- "User Subscriptions" the user subscriptions purchased by the Customer pursuant to clause 11.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement;
- "Virus" any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
- Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Words in the singular shall include the plural and vice versa.
- A reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
- References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
- The definitions and rules of interpretation in this clause apply in this Agreement.
- Subject to the Customer purchasing the User Subscriptions in accordance with clause 5.3 and clause 11.1, the restrictions set out in this clause 4 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation for the Purpose.
- In relation to the Authorised Users, the Customer undertakes that:
- it will not allow any User Subscription to be used by employees, agents or independent contractors of other offices or branches of the Customer;
- each Authorised User shall keep a secure password for his/her use of the Services and Documentation, and that each Authorised User shall keep his/her password confidential;
- it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request at any time or times;
- it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
- if any of the audits referred to in clause 4.2.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
- if any of the audits referred to in clause 4.2.4 reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out on the RedBabbit.zone web site  Business Days of the date of the relevant audit.
- The Customer shall not access, store, distribute or transmit any Viruses, or any material
during the course of its use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
- causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
- The Customer shall not:
- except as may be allowed by any applicable law which is incapable of exclusion by
Agreement between the parties:
- and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
- use the Services and/or Documentation to provide services to third parties; or
- subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4; and
- except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties:
- The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
- The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
You must subscribe to use the service
In relation to the Authorised Users, the Customer undertakes that:
- Subject to the Customer purchasing the User Subscriptions in accordance with the restrictions set out in this clause and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation for the Purpose.
- You will not allow any User Subscription to be used by employees, agents or independent contractors of other offices or branches of the Customer.
- each Authorized User shall keep a secure password for his/her use of the Service Channels, and that each Authorised User shall keep his/her password confidential;
- The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.
- The Supplier shall use commercially reasonable endeavours to make the Services available 24
hours a day, seven days a week, except for:
- planned maintenance carried out during the maintenance window of [08.00 pm to 6.00 am SA time]; and
- unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.
- The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
- The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy, available at www.redrabbit.zone or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
- The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at www.redrabbit.zone or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
- If the Supplier processes any personal data on the Customer’s behalf when performing its
obligations under this Agreement, the parties record their intention that the Customer shall
be the data controller and the Supplier shall be a data processor and in any such case:
- the Customer acknowledges and agrees that the personal data may be transferred or stored outside the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Agreement;
- the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer’s behalf;
- the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
- the Supplier shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time; and
- each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Third Party Providers
- The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
- The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is
caused by use of the Services contrary to the Supplier’s instructions, or modification or
alteration of the Services by any party other than the Supplier or the Supplier’s duly
authorised contractors or agents. If the Services do not conform with the foregoing
undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to
correct any such non-conformance promptly, or provide the Customer with an alternative means
of accomplishing the desired performance. Such correction or substitution constitutes the
Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause
9.1. Notwithstanding the foregoing, the Supplier:
- does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- This Agreement shall not prevent the Supplier from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
- The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
The Customer shall:
- provide the Supplier with:
- all necessary co-operation in relation to this Agreement; and
- all necessary access to such information as may be required by the Supplier;
In order to render the Services, including but not limited to Customer Data, security access information and configuration services;
- comply with all applicable laws and regulations with respect to its activities under this Agreement;
- carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
- ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
- be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
- provide the Supplier with:
Charges and Payment
- The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 11.
- The Customer shall provide to the Supplier a valid and signed Debit Order Authorisation Form
and any other relevant valid, up-to-date and complete contact and billing details and, if
the Customer provides:
- its signed Debit Order Authorisation Form to the Supplier, the Supplier shall
invoice the Customer in advance:
- on or before the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- there-after on the Monthly Billing Day as specified in the Debit Order Authorisation Form;
and the Customer shall pay each invoice in accordance with the Debit Order Instruction.
- its signed Debit Order Authorisation Form to the Supplier, the Supplier shall invoice the Customer in advance:
- The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
- The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
- Each party may be given access to Confidential Information from the other party in order to
perform its obligations under this Agreement. A party’s Confidential Information shall not
be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party’s lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
- Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
- Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.
- The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
- This clause 13 shall survive termination of this Agreement, however arising.
- Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
- The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions,
proceedings, losses, damages, expenses and costs (including without limitation court costs
and reasonable legal fees) arising out of or in connection with the Customer’s use of the
Services and/or Documentation, provided that:
- the Customer is given prompt notice of any such claim;
- the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
- the Customer is given sole authority to defend or settle the claim.
- The Supplier shall, subject to clause 14.4, defend the Customer, its officers,
- In no event shall the Supplier, its employees, agents and sub-contractors be liable to the
Customer to the extent that the alleged infringement is based on:
- a modification of the Services or Documentation by anyone other than the Supplier; or
- the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
- the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
- The foregoing states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
- The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:
Limitation of Liability
- This clause 15 sets out the entire financial liability of the Supplier (including any
liability for the acts or omissions of its employees, agents and sub- contractors) to the
Customer in respect of:
- any breach of this Agreement;
- any use made by the Customer of the Services and Documentation or any part of them; and
- any representation, statement, act or omission (including negligence) arising under or in connection with this Agreement.
- Except as expressly and specifically provided in this Agreement:
- the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
- the Services and the Documentation are provided to the Customer on an “as is” basis.
- Nothing in this Agreement excludes the liability of the Supplier:
- for death or personal injury caused by the Supplier’s negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to clause 15.2 and clause 15.3:
- the Supplier shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
- the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 3 months immediately preceding the date on which the claim arose.
- This clause 15 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub- contractors) to the Customer in respect of:
Term and Termination
- This Agreement shall, unless otherwise terminated as provided in this clause 16, commence on the Effective Date and shall continue on a Month by Month basis with the understanding that the Agreement can be cancelled by the Customer at any time by giving the Supplier one calendar month notice in writing.
- Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach.
- On termination of this Agreement for any reason:
- all licences granted under this Agreement shall immediately terminate;
- each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
- the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
- A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
- Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
- If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- This Agreement, and any documents referred to in it, constitute the whole Agreement between the parties and supersede any previous arrangement, understanding or Agreement between them relating to the subject matter they cover.
- Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
- The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
- The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
No Partnership or Agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- Any written notice in connection with this Agreement may be addressed:
- in the case of the Supplier to:
P.O. Box 7114
- in the case of the Customer to the email address captured on the RedRabbit.zone Debit Order Authorisation Form.
- in the case of the Supplier to: address:
- The notice shall be deemed to have been duly given:
- 5 Business Days after posting (14 Business Days if the address is not in the Republic of South Africa), if posted by registered post (airmail, if available) to the Party’s address in terms of sub-clause 23.1.1; and
- on delivery, if delivered to the Party’s physical address in terms of either sub-clause 23.1.1 or sub-clause 23.1.2 before 17h00 on a Business Day, or if delivered on a Business Day but after 17h00 on that Business Day or on any day other than a Business Day, it will be deemed to have been given at 08h30 on the first Business Day after it was delivered, unless the addressor is aware, at the time the notice would otherwise be deemed to have been given, that the notice is unlikely to have been received by the addressee through no act or omission of the addressee.
- A Party may change that Party’s address or fax number or e-mail address for this purpose by notice in writing to the other Party, such change to be effective only on and with effect from the 7th Business Day after the giving of such notice.
- 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 that Party notwithstanding that it was not sent to or delivered at that Party’s chosen address in 23.1.1.
- Any written notice in connection with this Agreement may be addressed:
Address for Service of Legal Documents
A written notice or communication actually received by a Party shall be an adequate service of such written notice or communication to that Party.
This Agreement contains all the provisions agreed on by the Parties with regard to the subject matter of the Agreement and supersedes and novates in its entirety any previous understandings or agreements between the Parties in respect thereof, and the Parties waive the right to rely on any alleged provision not expressly contained in this Agreement.
No Stipulation for the Benefit of a Third Person
Save as is expressly provided for in this Agreement, no provision of this Agreement constitutes a stipulation for the benefit of a third person (i.e. a stipulatio alteri) which, if accepted by the third party, would bind any Party in favour of that person.
A Party may not rely on any representation which allegedly induced that Party to enter into this Agreement, unless the representation is recorded in this Agreement.
Variation, Cancellation and Waiver
No contract varying, adding to, deleting from or cancelling this Agreement, and no waiver of any right under this Agreement, shall be effective unless reduced to writing and signed by or on behalf of the Parties.
The grant of any indulgence, extension of time or relaxation of any provision by a Party under this Agreement shall not constitute a waiver of any right by the grantor or prevent or adversely affect the exercise by the grantor of any existing or future right of the grantor.
Assignment, Cession and Delegation
Except as provided for elsewhere in this Agreement, a Party may not cede any or all of that Party’s rights or delegate any or all of that Party’s obligations under this Agreement without the prior written consent of the other Party, save that The Supplier may cede and assign its rights and obligations under this Agreement (in whole or in part) to any entity, provided that such entity agrees to be bound by the provisions of this Agreement.
This Agreement is to be governed, interpreted and implemented in accordance with the laws of the Republic of South Africa.
Jurisdiction of South African Courts
The Parties consent to the non-exclusive jurisdiction of the High Court of South Africa, Western Cape High Court, Cape Town, for any proceedings arising out of or in connection with this Agreement.
- Each Party shall bear that Party’s own legal costs and disbursements of and incidental to the negotiation, preparation, settling, signing and implementation of this Agreement.
- Any costs, including all legal costs on an attorney and own client basis and VAT, incurred by a Party arising out of or in connection with a breach by another Party shall be borne by the Party in breach.
Each of the Parties hereby respectively agrees and acknowledges that:
- it has been free to secure independent legal advice as to the nature and effect of each provision of this Agreement and that it has either taken such independent legal advice or has dispensed with the necessity of doing so; and
- each provision of this Agreement is fair and reasonable in all the circumstances and is part of the overall intention of the Parties in connection with this Agreement.
The Parties shall at all time act in good faith towards each other and shall not bring any Party into disrepute.
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 this Agreement.