Services Agreement Specific Terms and Conditions

Services Agreement Specific Terms and Conditions 

These terms and conditions should be read together with the MatchMX Terms of Services. • If you (either as Seller or Buyer) “Accept” the commercial conditions on the Platform or sign the Term Sheet  you will be bound to these specific terms and conditions. 

General provisions applicable herein 

1. Words and phrases defined in the Terms of Services have the same meanings herein. 
2. This document, the Terms of Service, the Addendum (where applicable) and the Term Sheet (defined below) make up the full contract (Contract) concluded between the Buyer and Seller for the supply of the Product. TAKE  NOTE: Match MX is not a party to this Contract. 
3. A failure by one Party or both Parties to sign this document will not affect its binding nature, providing that the  Parties have, in fact, consented to its terms by oral agreement or by conduct. 
4. Any provision of the Contract which is void or invalid for any reason is to be severed, leaving the balance of the  Contract in force. However, where such provision is material for the validity of the Contract as a whole, then the  Parties undertake to each other that they will negotiate in good faith to agree a valid provision in place of the void  or invalid provision and thereby preserve the Contract in force. 
5. Written terms of this document may only be altered and/or varied by stating same on the Addendum. Alterations  and/or variations shall only apply subsequent to signing of the Addendum by both the Seller and the Buyer. The  Addendum shall then form part of the Contract. For purposes of ‘signed’ under this paragraph E shall include the  click of a button displayed on the Platform that states “Accept” or “Submit”. 
6. Where any conflict exists between this Contract and the Addendum, the latter shall prevail. G. Where any Party is required to give notification to the other Party herein, such notification shall be in Writing and  may be by way of letter or e-mail or other form generally utilised in the course of business, addressed to the other  Party at an address supplied by the other party in terms of clause 16 below (the Designated Address). 
7. Commercials 

The Product type (transport services), Period made available, Position (place from where made available), Price,  Payment terms shall be as agreed to under the Match (or Term Sheet). 

3. Specific conditions 

3.1. Pricing: 

3.1.1. The Seller’s and Buyer’s selection of pricing shall be as confirmed on the Platform or the Term Sheet, as  applicable. 

3.1.2. No Product will be made available for delivery before the full price has been paid as agreed to, unless  otherwise agreed to between the Parties in the Term Sheet. 

3.2. Payment Terms:  

3.2.1. Payment shall be made to the Seller subsequent to receipt of required documents and/or information listed  on the Platform or the Term Sheet, as applicable. 

3.2.2. Payment shall be by way of electronic funds transfer into the designated account of the Seller. 3.2.3. Where MatchMX is appointed as payment agent (see separate terms and conditions), MatchMX shall  issue the required invoice on behalf of the Seller to the Buyer via the Platform.  

3.2.4. Should the Buyer make payment after the stipulated date or any Written extension thereof, the Buyer shall  be in default and may be liable (as per sole discretion of the Seller) to pay interest at 2% percent above  MatchMX’s commercial bank per annum, from the date on which payment was due until the date on which  payment is made and such interest shall be payable on demand. Such default shall not be grounds for  cancellation by the Seller of any balance of the Contract for which payment has been made. 

3.3. Vehicles, Drivers And Employees 

3.3.1. The Seller warrants, represents and undertakes that: 

3.3.1.1. the vehicles used in execution of the Contract (Vehicles) are designed, intended and equipped to  transport the goods specified in an Order (the Goods); 

3.3.1.2. only trucks and trailers of the configuration specified in the Contract is used to execute an Order; 3.3.1.3. the Vehicles conform with the requirements of all relevant and applicable law, by-laws and  regulations or any specification required by the Buyer for an Order; 

3.3.1.4. the Vehicles are kept in good working order and repair, clean, dry, leak proof, disinfected, free of  insect and residue of previous goods or cargo transported and, in the condition, necessary to  effectively enable the Seller to perform its obligations under the Contract and to prevent any losses  as a result of spillages and/or contamination of the Goods; 

3.3.1.5. all motorised Vehicles are equipped with satellite tracking and cellular telephones, thereby enabling  the drivers thereof and the Seller’s management to be in constant communication with each other  at all times and to facilitate the provision by the Seller of accurate and up to date information to the  Buyer; 

3.3.1.6. all of the Seller’s managers and supervisors will have unimpeded access to cellular telephones and  satellite tracking to enable them to be in contact with each other and with the Seller’s drivers  engaged any particular Product/s; 

3.3.1.7. the maintenance in relation to each Vehicle is timeously and comprehensively carried out so as to  ensure roadworthiness and minimise breakdowns or failures; 

3.3.1.8. complete and comprehensive records of the operating, repairs and history of maintenance on each  Vehicle are kept and made available for inspection by the Buyer on reasonable notice; 

3.3.1.9. complete and comprehensive records are kept of the operating kilometres and operating hours in  relation to each Vehicle engaged for purposes of the Contract, copies whereof shall be made 

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available for inspection by the Seller on reasonable notice; 

3.3.1.10. complete and comprehensive records are kept of Goods declarations in relation to each load  conveyed by the Seller, copies whereof shall be made available for inspection by the Buyer on  reasonable notice; 

3.3.1.11. the drivers of the Vehicles will obtain and retain all documents required for invoicing from  loading and offloading facilities; 

3.3.1.12. if applicable to the specific Vehicle (or part thereof), the Seller will always provide tarpaulins  to prevent water damage and product loss to the Goods during transport. The Seller further  undertakes to ensure that all tarpaulins are in good working order, clean, not damaged, disinfected  and free from traces of any previous cargo. Tarpaulins to be secured at all times to ensure the  Goods don’t get wet, lost, stolen, damaged or contaminated in any way, means or form; 

3.3.1.13. the Vehicles will be equipped with an operational tested and approved fire extinguisher of  suitable design; and 

3.3.1.14. no overloaded trucks will be allowed onto any premises to execute an Order. The gross mass  of a truck may not exceed the maximum permitted weight set out in the Regulations issued in terms  of the Road Traffic Act No. 93 of 1996). 

3.3.2. The Seller warrants, represents and undertakes that: 

3.3.2.1. all its drivers provided by it for the purpose of the Contract shall be fully qualified, licenced, fit and  properly trained; 

3.3.2.2. it complies at all times with statutory limits on working hours and minimum wages as determined by  competent authority or statute in respect of all drivers and other employees; 

3.3.2.3. all drivers and employees comply at all times with security regulations which the Buyer may impose  from time to time, co-operate and subject themselves to security checks and investigations  conducted by the Buyer;  

3.3.2.4. all drivers to adhere to all rules and regulations on all loading and offloading sites as prescribed and  regulated by such sites, their management and staff; 

3.3.2.5. all drivers and employees wear protective clothing where necessary and are neatly dressed,  competent, reliable, of sober habits and courteous; 

3.3.2.6. no person is engaged by the Seller for purposes of the Contract who has a criminal record for  drunken driving, reckless and/or negligent driving or an offence involving an element of dishonesty;  and 

3.3.2.7. it will act in accordance with and maintain the necessary licences, certificates, permits, letters of  good standing or exemptions relating to all legislation and subordinate legislation (including  regulations and proclamations) applicable to the rendering of the services, irrespective of whether  such legislation and/or subordinate legislation applies to the performance of the services, the  Seller’s drivers, employees or the vehicles, which legislation shall include, but not be limited to the  following National Road Traffic Act No 93 of 1996, including the Road Transport Quality System  and the Administrative Adjudication of Traffic Offences Act No 46 of 1998, the Occupational Health  and Safety Act No 85 of 1993 and the Compensation for Occupational Injuries and Diseases Act  No 130 of 1993. 

3.4. Quality 

The Seller warrants, represents and undertakes to: 

3.4.1. supply the Product in an efficient, prompt, and professional manner and in particular, but without limitation  and ensuring the following: 

3.4.1.1. collection and/or delivery of Goods are booked daily with the Buyer, before the appropriate cut-off  time, specified by the Buyer from time to time. The Seller will: 

3.4.1.1.1. immediately notify the Buyer of any changes to or delays in respect of a booking to load or  offload Goods; 

3.4.1.1.2. when booking to load and/or offload Goods, the Seller will provide the following details to the  Buyer: 

3.4.1.1.2.1. Vehicle and trailer(s) registration numbers; and 

3.4.1.1.2.2. the driver’s name, identity number and contact details. 

3.4.1.1.3. the Goods are loaded and offloaded on to and from the Vehicles without any delays  occasioned by any act or omission on the part of the Seller or its drivers, agents or  employees; 

3.4.1.2. if applicable to the specific Vehicle (or part thereof), once loaded, the Goods are adequately covered  by a tarpaulin, secured and protected; 

3.4.1.3. not to overload any Vehicle, and once loaded, attend to a Goods declaration and provide the Buyer with a copy thereof when delivery is completed; 

3.4.1.4. to verify loading documents against an Order and immediately report any discrepancies; 3.4.1.5. original loading documents (including loading and offloading weighbridge slips and all other relating  documents) are kept for a minimum period of 5 (five) years; 

3.4.1.6. once loaded, the Vehicles proceed directly to the relevant offloading points by the most direct and  safest route possible; 

3.4.1.7. the Vehicles are driven in such manner as ensures the safety and preservation of the Goods being  transported; and 

3.4.1.8. with the exception of attending at weighbridges and obeying traffic regulations, there are no  unscheduled stops between the loading points and the offloading points, excluding necessary rest  stops. To this end, the Seller shall ensure that all Vehicles are properly and adequately fuelled at  all times; 

3.4.2. 

3.5. Delivery 

3.5.1. The delivery of the Products shall be as agreed to between the Buyer and the Seller subsequent to the 

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Match. 

3.5.2. The Seller warrants and undertakes to: 

3.5.2.1. ensure that collection and/or delivery of the Goods occur at the loading and/or offloading points  during the hours that has been agreed to accept such collection and delivery, and notify the Buyer immediately of any delays, break-downs, accidents, rejected loads or any other incidents that may  affect the agreed collection and delivery times and/or preventing the Buyer to execute an Order.  Claims will only be considered should the Seller notify the Buyer immediately of any delays in  collection or delivery of Goods; 

3.5.2.2. to provide the Buyer with a written schedule with the status of any loads of Goods pertaining to an  Order, on a daily basis. Such schedule must include: 

3.5.2.2.1. total tonnages transported; 

3.5.2.2.2. distribution of tonnages over the axle or axle units of the Vehicle; 

3.5.2.2.3. tonnages already uplifted or delivered; 

3.5.2.2.4. tonnages loaded the previous day; 

3.5.2.2.5. the outstanding balance of tonnage still to be delivered against the applicable Order. 3.5.2.3. notify the Buyer immediately after becoming aware of any weight loss above the allowed weight  tolerances agreed to from time to time in [the Term Sheet or Addendum], and before offloading the  specific load, in order for the Buyer to be able to investigate and make arrangements to mitigate its  risks should a dispute on the weight loss be declared. 

3.5.2.4. to report any disputes in respect of an Order, immediately and before the Goods are offloaded at  the nominated premises; 

3.5.2.5. to report if any Goods appear to be missing, damaged or contaminated, immediately and before  the Goods are offloaded at the nominated premises; 

3.5.2.6. ensure that the proof of delivery is signed by the Buyer or a representative of the Buyer, on delivery; 3.5.2.7. abide by and fully comply with the Buyer’s procedures (as notified to the Seller in writing from time  to time) relating to the production, processing and handling of all relevant and necessary  documentation pertaining to the Products, including, but without limitation, delivery notes, proof of  delivery and specific Goods movement documentation; 

3.5.2.8. fully accommodate any increase or decrease in the volumes of Goods to be transported and  distances to be travelled by the Vehicles in terms of this Contract, provided that it receives  reasonable written notice of such increase or decrease; 

3.5.2.9. liaise with the Buyer’s representatives on all matters concerning the implementation of this Contract  and in general to carry out all of the Buyer’s reasonable instructions and to do all things necessary  to ensure that the Products are supplied in an efficient and expeditious manner. 

3.6. Insurance 

3.6.1.1. The Seller shall take out appropriate goods in transit (GIT) and public liability insurance in a  minimum amount specified in the Order in respect of each load of Goods transported by (which  includes all-risk, driver fidelity cover) and contingency liability cover (in the event of sub-contracting)  to the value specified in the Order]. 

3.6.1.2. The Seller shall provide the Buyer, on request, with written proof of the existence of such insurance  and the payment of all premiums thereon. Proof of such higher coverage to be provided to the Buyer upon written request thereof. 

4. Force Majeure 

4.1. Neither the Buyer nor the Seller shall be responsible for delay in dispatch or delivery of PRODUCT or any part  thereof occasioned by any flood, fire, act of god, action by any government, strike (including dock and/or  shipping strikes within RSA or elsewhere if Products are imported), lockout, combination of workmen,  breakdown of machinery, power failure or fire or any other circumstance beyond a Party’s reasonable control  (a Force Majeure) and provided the relevant Party is without fault in causing such default or delay, and such  default or delay could not have been prevented by that Party through the use of alternative sources, workaround  plans or other means, provided that the Party invoking this clause dispatches Written notice to the other Party  within 5 (five) business days of the occurrence, or not later than 5 (five) business days after the beginning of  the contract period, whichever is the later. Unless otherwise mutually agreed, the Party invoking Force Majeure  is entitled to an extension (the first extension) of not more than 30 (thirty) consecutive days from the end of the  relevant Contract period. If delivery under this clause is still prevented at the end of the first extension period,  the Party not invoking the clause shall have the option of cancelling the Contract or any unfulfilled part thereof  or mutually agreeing to one further extension period (the second extension) of not more than 30 (thirty)  consecutive days. If at the conclusion of the second extension period delivery is still prevented, the Contract or  any unfulfilled part thereof shall be cancelled. Neither Party shall have a claim against the other for delays or  non-fulfilment under this clause provided that the Party invoking this clause shall have supplied, if so requested  by the other, satisfactory evidence justifying the delay or non-fulfilment. 

5. When notices take effect for the purposes of this document 

5.1. A business day is any day other than a Saturday, Sunday or public holiday; 

5.2. Business hours are the hours between 9h00 and 17h00 on a business day; 

5.3. Any notice received at a Party’s Designated Address during business hours on a business day operates with  immediate effect whether or not it actually comes to the attention of the addressee; 

5.4. Any notice received at a Party’s Designated Address on a non-business day or after hours on a business day  shall be deemed to operate from 9h00 on the next business day unless it can be shown that such notice came  to the attention of the addressee before then, in which case it will operate from the day on which it came to the  attention of the addressee. 

6. Default

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6.1. In the event of the Seller failing to complete deliveries, as agreed to or the quantity not delivered against the  Contract quantity as per the Term Sheet (or Addendum) shall be deemed in default. The Buyer may, after giving  prior Written notice: 

6.1.1. to claim immediate performance by the Seller of all of the Seller’s obligations under this Contract, whether  or not the due date for such payment and/or performance shall have arrived; 

6.1.2. to cancel this Contract, in either event without prejudice to the Buyer’s rights to claim damages or 6.1.3. claim damages to be agreed mutually or settled by arbitration, such damages not to exceed the difference  between the Product Fee (as defined in the Terms of Service) and the market price for the Product on the  date of default. 

6.2. In all cases the claim for damages may include any proved additional reasonable expenses which arise directly  and naturally in the ordinary course of events from the defaulting Party’s breach, but it shall not include any  loss of profit on any sub-contract made by the claimant Party, nor shall it include the cost of any management  or staff time resulting from their involvement with matters arising directly or indirectly from the default. 

6.3. Notwithstanding anything to the contrary contained in this Contract and clause 6.1 in particular, the Buyer shall  not be entitled to cancel this Contract as a result of a breach by the defaulting Party unless such breach is a  material breach going to the root of this Contract and is incapable of being remedied by the payment of monetary  compensation, or if it is so capable of being remedied, the defaulting Party fails to pay the amount concerned  within 10 (ten) days after such amount has been finally determined. 

7. Insolvency 

If either Party to this Contract: 

7.1. be placed in liquidation or under business rescue or curatorship (in either case, whether provisionally or finally);  or 

7.2. effects a compromise with its creditors; or 

7.3. commits any act or omission which would be an act of insolvency in terms of the Insolvency Act; or 7.4. fails to satisfy any final judgement against it within 21 days of the date when it should have become, then the non-defaulting Party shall, without prejudice to any other remedies which it may otherwise have in terms of the  Contract or at law, be entitled to terminate this Contract or claim specific performances, in which event such termination  shall be without prejudice to, and shall not constitute a release or waiver of, any claims which the non-defaulting Party  may have for damages against the defaulting Party occasioned by the termination of this Contract in terms of this clause. 

8. Dispute Resolution Agreement 

8.1. Unless otherwise agreed to under the Contract, any dispute between the Parties arising from or in connection  with the Contract shall be finally resolved by way of a dispute resolution procedure administered by the  Arbitration Foundation of Southern Africa (AFSA) in accordance with its Expedited Rules and the directions of  its Secretariat, which shall be binding on the parties. (AFSA can be contacted at www.arbitration.co.za,  Telephone No. 011 320 0600; 

8.2. The Parties may agree, or the AFSA Secretariat may direct, that the dispute first be submitted to mediation in  accordance with the AFSA Mediation Rules. In which case, if the dispute is not resolved within 20 business  days thereafter, it shall proceed to arbitration, unless both Parties agree to extend the mediation period and the  AFSA Secretariat approves such extension. Where there is no agreement to mediate, and/or the AFSA  Secretariat does not so direct, then the dispute shall be submitted directly to arbitration. 

8.3. Where both Parties are in agreement therewith, they may employ legal representatives to appear for them at  any arbitration hearing. Where there is no such agreement, then legal representatives shall not be present at  the hearing, unless the arbitrator otherwise directs in the special circumstances of the case. 

8.4. The decision of the arbitrator shall be binding on the Parties to the arbitration after the expiry of the period of  15 (fifteen) days from the date of the arbitrator’s ruling if no appeal has been lodged by any Party or upon the  issue of determination by the appeal panel, as the case may be. A decision, which becomes final and binding  in terms of this clause 8.4 may be made an order of court at the instance of any Party to the arbitration. The  Parties agree to keep the arbitration confidential and not to disclose it to anyone except for purposes of obtaining  an order as contemplated herein. 

8.5. Unless the Parties otherwise expressly agree in writing, any dispute shall be resolved in accordance with the  law of the Republic of South Africa and the seat of the arbitration will be in South Africa. 

8.6. Any matter pertaining to the mediation, if applicable, or to the arbitration of any dispute herein, if not provided  for by this Contract or by the AFSA Rules, shall be referred to the AFSA Secretariat, which shall issue  appropriate directions which are binding on the parties. 

8.7. This clause 8 shall not preclude either Party from seeking urgent or interim relief from the High Court of South  Africa or any other competent organs of state created for the specific purpose of regulating the business or  industry activities in which the Parties are engaged. 

8.8. This clause shall survive termination of the Contract. 

9. Time Limits and Mandatory Procedures for Pursuing any Claim 

9.1. The Parties affirm that it is necessary that any dispute between them should be notified without delay and then  pursued promptly. They therefore agree that, unless a Party making a claim does so in accordance with time  limits specifically relating thereto, as set out elsewhere in this Contract, or if no specific time limits apply, then  in accordance with the requirements of clause 9.2, such claim shall be barred and deemed to have been waived  and abandoned for all purposes whatever. 

9.2. 

9.2.1. This clause regulates the time limits for making and pursuing any claim where such time limits are not  specifically set out elsewhere in this document. 

9.2.2. Any claim (a Claim) for any failure to deliver the Products in accordance with this Contract must, if such  failure was not, and would not have been, apparent from a reasonable inspection on delivery, be notified  in writing to the other Party within 28 consecutive days from the last day of the period of delivery and 

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thereafter, if such Claim has not been settled, then it must be referred in writing to the AFSA Secretariat  within 21 consecutive days from the date of such notification to the other party. 

9.2.3. Any Claim for any other failure to perform in terms of this Contract, shall be notified in writing to the other  Party within 28 consecutive days from the date on which the other Party could reasonably have become  aware of such failure. Thereafter, it must be referred in writing to the AFSA Secretariat within 21  consecutive days from the date of such notification to the other Party. 

9.3. The arbitrator shall determine whether there has been compliance with the provisions of this clause 9, but only  if, and to the extent that, any Party in the arbitration proceedings raises the issue. 

1.1. Product risk will be on the Transport Service Seller until delivery at the contract Delivery Point. 

10. Seller’ Liability, Shortages and Failure to deliver 

10.1. Notwithstanding anything to the contrary contained in this Agreement, the Seller will be liable for and hereby  indemnifies the Buyer against any loss or damage suffered by the Buyer or any clients of the Buyer arising from  the point in time that the Seller has loaded the Goods onto the Vehicles, up until the time the Goods have been  offloaded at the offloading point and a proof of delivery has been issued, which loss or damages include  amongst other things: 

10.1.1. any weight difference in excess of any agreed weight tolerances; 

10.1.2. demurrage costs charged at a loading or offloading point and legal costs incurred for the recovery  thereof; 

10.1.3. additional insurance premiums incurred by the Buyer in relation to an Order; 

10.1.4. loss of Goods due to theft, hi-jacking or road accidents; 

10.1.5. damages to goods due to handling and transportation; 

10.1.6. destruction, contamination and/or deterioration of Goods; 

10.1.7. any direct or indirect damages charged by a client of the Buyer due to the Seller’s failure to deliver the  goods timeously or at all; 

10.1.8. any or all costs incurred by the Buyer to replace the Seller with another Seller, due to the Seller’s failure  to execute an Order ssued; and 

10.1.9. losses or damages caused by the Seller’s negligent act, omission or wilful misconduct. 10.2. The Seller shall immediately notify the Buyer (to be confirmed in Writing as soon thereafter as is possible) of  any delays, accident, breakdown, theft and interference with any Vehicle or its contents or of any other  circumstance, which could adversely affect the condition of any Goods or the anticipated time of their collection and or delivery. 

10.3. The Buyer will debit the Seller by way of a separate invoice for all losses in volume of Goods occurring on any  single trip. The losses shall be calculated at actual cost in the case of deliveries and collections and will exclude  loss of profits or loss of market share and custom or any other consequential losses. [The Buyer may not  withhold payment of such invoice amount.[ 

10.4. The Buyer may request any information or documents from the Seller relevant to an incident described in clause  10.2, insofar the information may be required by the provisions of any law, or during any court proceedings, by  the rules or regulations of any recognised stock exchange or by an insurer to process any insurance claim  relevant to such incident. 

11. Buyer’s Liability  

The Buyer, its employees and/or agents shall not be liable (to the fullest extent permissible in law) for any loss or  damage of whatsoever nature sustained by the Seller or any other person in rendering the services, nor shall the  Buyer be liable for delictual, special, direct, indirect, general and/or consequential damages, including (but not limited  to) loss of profits, business, revenue, goodwill or anticipated savings. In the event the Buyer, its employees and/or  agents is found to be liable for damages in terms of this Contract, the extent of the Buyer’s liability shall not exceed  (to the extent permissible in law) the value of an amount of R50,000.00 (or such other amount specified in an  Addendum or Term Sheet). 

12. Seller’s Indeminty 

12.1. The Seller shall at all times whether during or after termination or expiry of this Contract indemnify and keep  the Buyer and its directors, officers, agents, employees, shareholders, subsidiaries and successors interest  (together the Indemnified Persons) harmless against: 

12.1.1. all losses, claims, damages, liabilities and expenses (including all reasonable legal fees) which may  arise in respect of a breach of any representations, warranties and/or undertakings in this Contract;  12.1.2. all and any claims which may be made against the Buyer by any third party (including the Seller’s drivers or employees) in respect of damage to property or bodily injury or death arising from any negligent  acts or omissions of the Seller or its drivers, agents or employees whilst acting in the course of or within  the scope of their employment with the Seller.  

12.2. The Seller undertakes to notify the Buyer immediately of:  

12.2.1. any change of address;  

12.2.2. cessation of business; and/or  

12.2.3. change in ownership or shareholding of the Seller.  

12.3. The Seller will be liable for all losses, damages, costs, expenses and liabilities (including legal fees) incurred  by or awarded against the Indemnified Persons in connection with any proceedings, claim or action against an  Indemnified Person resulting from a breach by the Seller of any applicable laws and regulations.  

13. Sub-contracting 

13.1. The Seller may employ or make use of sub-contractors for the purpose of complying with its obligations in terms 

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of this Contract. 

13.2. In the event of any sub-contractor being employed or utilised, the Seller shall: 

13.2.1. be and remain responsible for the due and timeous performance of all of its obligations under or arising  out of this Contract, whether or not any one or more of such obligations has been delegated by the Seller to a sub-contractor; and 

13.2.2. ensure that the Seller and the sub-contractor holds adequate insurance, meeting the requirements set  out in the provisions of clause 3.6. 

14. Non-partnership 

Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the  Parties or as constituting neither Parties as the agent of the other for any purpose whatsoever. Neither of the Parties  shall have the authority to bind the other or to contract in the name of or create a liability against the other in any way  or for any purpose. 

15. Statutory Changes 

15.1. The Seller and the Buyer hereby warrants that they respectively have the authority necessary to sign this  Contract.  

15.2.Each Party agrees to indemnify and save harmless the other Party as well as MatchMX from and against any  and all claims, lawsuits, actions, damages, loss, costs and expenses (including attorneys’ fees), and demands,  by third parties, that in any manner result from a party’s breach of his/her/its warranties and undertakings in this  Contract. This indemnification binds the heirs, executors, administrators, and assigns of the indemnifying Party and is for the benefit of MatchMx, who is not a party to this Contract. MatchMX may accept such benefit at any  time and in whatsoever manner. 

16. Designated Addresses:  

Addresses of the Parties at which all notifications may be given and all processes served shall be addresses and contact  details as made available by the Seller and Buyer on the Platform (or Term Sheet). Although Match MX is not a party  to this Contract, Match MX may be utilized to facilitate the sending and receiving of said notices on each other. 

17. General 

17.1. This Contract constitutes the whole agreement between the Parties as to its subject matter and no agreement,  representations or warranties between the Parties other than those set out herein are binding on the Parties. 17.2. No addition to or variation, consensual cancellation or novation of this Contract and no waiver of any right  arising from this Contract, or its breach or termination shall be of any force or effect unless reduced to writing  and signed by all the Parties or their duly authorised representatives. 

17.3. The Parties shall co-operate with each other and execute and deliver to each other instruments and documents  and take such other actions as may be reasonably requested of the Parties from time to time in order to carry  out, evidence and confirm its rights and the intended purpose of this Contract. 

17.4. If any provision of this Contract is declared to be invalid, the other provisions shall not thereby be affected or  impaired and shall continue to be of full force and effect. In such event, the Parties shall seek in good faith to  negotiate valid substitute provisions for the provision so declared to be invalid that will as nearly as possible  preserve the commercial balance between them. In the event of the failure of such discussions, the provisions  of clause 8 shall apply. 

17.5.A Party shall not be entitled to assign, cede or delegate any of its rights and/or obligations in terms of this  Agreement to any other person without the prior written consent of the other Party being obtained, provided  that such consent shall not be unreasonably withheld or delayed in the event that such assignment, cession  and delegation is to an affiliate of a Party. 

17.6. No latitude, lenience, extension of time or other indulgence which may be given or allowed by a Party to the  other in respect of the performance of any obligation hereunder or enforcement of any right arising from this  Contract or in law and no single or partial exercise of any right by a party shall under any circumstances be  construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect  any of that Party’s rights in terms of or arising from this Contract or in law or estop such Party from enforcing,  at any time and without notice, strict and punctual compliance with each and every provision or term hereof. 

17.7. The provisions of this Contract are intended solely for the benefit of the Parties and their respective successors  and it is not the intention of the Parties to confer any rights upon third parties. 

17.8. This Contract shall be governed by and construed in accordance with the laws of the Republic of South Africa  and shall be subject to the exclusive jurisdiction of the Courts of the Republic of South Africa.

Version04: 03.04.2025