We are DeltaV Go To Market (Pty) Ltd, registered in South Africa under registration no. 2018/547985/07 (“Delta-v” / “we”). We provide outsourced sales development and related services.

These General Service Terms and Conditions (“these Terms” or “General Services Terms and Conditions”) form part of the agreement (“Agreement”) between Delta-v and the company (“Client”) that signed a Statement of Work (“SOW”) referencing these Terms, and apply to the Service provided thereunder. Our agreement (“this Agreement”) consists of (a) the relevant Statement(s) of Work, (b) these General Service Terms and Conditions, (c) the applicable Service Specific Terms referenced in the SOW (“applicable Service Specific Terms”) (if any), and (d) any additional terms Delta-v presents to Client when an order for Services is placed, including, for clarity, the Delta-v Data Processing Addendum in effect from time to time and available at http://www.delta-v.co.za/dpa (the “Delta-v DPA”).

These Terms are used to govern a number of different Services provided under different types of SOWs. Each SOW that incorporates these Terms will be a separate agreement.

This Agreement takes effect when Client accepts a SOW. The individual who accepts the SOW for Client represents that they are authorised to enter into this Agreement on behalf of Client. Any general terms and conditions which Client purports to introduce by means of a purchase order or similar system shall not apply.

PLEASE NOTE: For the sake of clarity, these General Services Terms and Conditions do not apply to third party software, SaaS or data we resell, license or otherwise provide to Client. Should we agree to resell, license or otherwise provide any software, SaaS or data to Client, it will be governed by terms and conditions specific to the applicable third party provider.

1. DEFINITIONS AND INTERPRETATION:
   1. Definitions. Capitalised terms used but not
      defined in these Terms may only be applicable to particular Services, and, if
      applicable, will have the meanings given in the relevant SOW or Service Specific
      Terms. The following capitalised terms will have the associated meanings for purposes
      of the Agreement. Any definitions included in these Terms, or any related SOW(s) will
      have the same meaning throughout the Agreement:
      1. “Applicable Data Protection Legislation” means the data
         protection (privacy) laws applicable in the Processing Territory in respect of
         which the Services may be provided pursuant to a SOW, as amended and all other
         legislation and regulatory requirements in force from time to time which apply to
         a party relating to the processing of personal data (including, without
         limitation, the privacy of electronic communications); as well as the applicable
         mandatory guidance and binding codes of practice issued by the relevant regulatory
         authority. Applicable Data Protection Legislation per Processing Territory may,
         for example, include the following:

         South Africa	Protection of Personal Information Act 4 of 2013
         United Kingdom	UK GDPR (As defined in section 3 of the Data Protection Act 2018) Data Protection Act 2018 Privacy and Electronic Communications Regulations 2003 (SI 2003/2426)
         European Union	General Data Protection Regulation ((EU) 2016/679) Data Protection Acts 1988 to 2018 Privacy and Electronic Communications Regulations 2003 (SI 2003/535) the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC)
      2. “Applicable Laws” means all applicable laws, statutes, regulation
         from time to time in force.
      3. “Business Day” means a day which is not a Saturday, Sunday or
         South African public holiday (irrespective of the country in which Client is
         located);
      4. “Client Data” the materials, data or information, including
         Personal Data, relating to Client, its operations, Clients, business or
         activities, disclosed to Delta-v under this Agreement;
      5. “Commencement Date” means in respect of the relevant Services,
         the date so indicated in a Statement of Work;
      6. “Confidential Information” means confidential and/or proprietary
         information relating to each party’s and its Affiliates’ business practices,
         business processes, business strategies, systems, personnel, clients, prospects,
         marketing strategies and/or any other information of a confidential nature which
         is not generally available to outside parties or in the public domain or which,
         exercising reasonable business judgement, ought to be regarded as confidential;
      7. “Initial Term” means the minimum initial duration of the SOW, as
         set out therein (if any);
      8. “Intellectual Property Rights” means all intellectual property
         rights anywhere in the world, whether registered or unregistered, including
         copyright and related rights, Confidential Information, trade secrets, know-how,
         business names, trade names, trademarks, service marks, passing off rights, unfair
         competition rights, patents, petty patents, utility models and rights in designs;
      9. “International Data Transfer Agreements” means the mechanisms by
         which the parties have agreed to govern international data transfers in accordance
         with Applicable Data Protection Legislation;
         “Personal Data” shall have the meaning ascribed to it in
         Applicable Data Protection Legislation (and cognate terms shall be construed
         accordingly);
      10. “Personnel” means any officers, employees, authorised
          consultants, agents, subcontractors, representatives of a party.
      11. “SA Prime Rate” means the variable rate of interest calculated
          and charged from time to time by FirstRand Bank Limited, acting through its
          division First National Bank, to its most favoured corporate Clients in respect of
          overdraft facilities, compounded monthly in arrears, as certified by any manager
          or director of such bank, whose appointment need not be proved and whose
          certificate shall be final and binding on the parties;
      12. “Renewal Term”, if applicable, has the meaning given to it in the
          SOW;
      13. “Representative” means, in relation to a party, its and its
          Affiliates’ employees, officers, contractors, subcontractors, representatives and
          advisors;
      14. “Services” means the services to be provided by Delta-v in
          accordance with the terms of this Agreement, as set out in the relevant Statement
          of Work;
      15. “Statement of Work” / “SOW” means a written statement, signed by
          both parties, setting out the agreed Services to be provided by Delta-v to Client;
      16. “Processing Territory” means, for purposes of processing of
          personal data on behalf of Client (if any), one or more jurisdiction(s) specified
          in the SOW, and which jurisdiction(s)’ laws governing the processing of personal
          data will be deemed to be Applicable Data Protection Legislation for purposes of
          such SOW;
      17. “Term” means the duration of the Agreement as specified in the
          SOW, and, if applicable, includes the Initial Term and each Renewal Term;
      18. “VAT” means value-added tax payable in terms of applicable tax
          laws.
   2. Precedence. In the event of any conflict
      between these Terms and a SOW, the provisions of the SOW will prevail to the extent of
      such conflict. If there is a conflict between the Service Specific Terms and the Tems,
      the Service Specific Terms apply for that Service.
2. SERVICES
   1. Term. The Services will commence on the
      Commencement Date stated in the SOW and shall continue for the Term specified in the
      applicable SOW unless terminated earlier in accordance with the terms of the SOW or
      these Terms.
   2. Affiliates. Client’s Affiliates may use the
      Services under this Agreement, subject to entering their own SOW. Client is
      responsible for its Affiliates use and Client has the sole right to enforce this
      Agreement. Delta-v may perform its obligations under this Agreement through its
      Affiliates and use subcontractors to provide certain services. Delta-v remains
      responsible for their performance.
   3. Services. Delta-v will provide the Services
      specified in the SOW to Client during the Term.
   4. Service Specific Terms. The parties
      acknowledge and agree that this Agreement is a general framework agreement, and that
      certain types of Services (for example, data licensing or hosting services) may be
      subject to additional / alternative terms referenced in an SOW (“Service Specific Terms”). Service Specific Terms incorporated into a SOW shall apply only to the particular
      Service under that SOW as specified in the SOW. If Service Specific Terms apply to a
      particular Service, the Service Specific Terms shall take precedence over these
      General Terms to the extent of any conflict between the terms in respect of that
      particular Service.
   5. Delta-v’s obligations
      1. Delta-v will provide the Services in accordance with the terms and conditions of
         this Agreement, using suitably skilled and experienced personnel.
      2. If any services are to be provided at Client’s premises, Delta-v will procure that
         its personnel (a) adhere to Client’s reasonable instructions and requirements in
         relation to matters of security, health and safety, and (b) act in accordance with
         all access procedures and policies applicable to such Premises and notified in
         writing to Delta-v.
      3. If Delta-v is granted access to any of Client’s systems (including Client’s
         accounts on third party platforms), Delta-v shall procure that its personnel (a)
         keeps confidential any unique usernames and passwords provided to it by Client for
         purposes of accessing Client’s systems, and (b) when accessing and using Client’s
         systems, adhere to Client’s policies and security procedures applicable to the
         access and us thereof as notified to Delta-v in writing from time to time.
   6. Client’s obligations.
      1. For any on-site Services, Client shall provide Delta-v with adequate access to
         such Client premises, facilities and equipment, including office space, data
         processing and communication facilities reasonably required for performance of the
         Services.
      2. Client will give Delta-v personnel such access to its systems (including relevant
         Client accounts on third party platforms) and personnel as is reasonably necessary
         for Delta-v to provide the Services to Client. Client warrants and undertakes that
         it has the necessary rights and licenses to allow Delta-v access and use any third
         party platforms to which it grants Delta-v access for purposes of providing the
         Services.
   7. Dependencies. Client acknowledges and agrees
      that Delta-v’s ability to perform the Services and deliver any deliverables is
      dependent on Client’s cooperation and Client meeting its obligations in a timely
      manner. Should Client’s failure to meet any dependencies specified in a SOW in a
      timely manner result in or contribute to a failure or delay in the performance of the
      Services or delivery of any deliverables by Delta-v, Delta-v will notify Client of the
      impact of such delay, and, unless otherwise agreed in the applicable SOW, (a) the
      timeframes for the provision of any Services and delivery of any deliverables set out
      in the SOW shall automatically be adjusted accordingly, and (b) Delta-v shall have the
      right to charge Client for any resource time wasted, additional Services provided and
      additional expenses incurred by Delta-v as a result.
   8. Change Control. Either party thereto may
      request changes to a SOW. Upon Client’s submission of a proposed change to a SOW,
      Delta-v shall promptly advise whether it is amenable to such change, and the resultant
      impact on cost and schedule. The parties shall negotiate each change promptly and in
      good faith. If Client agrees to the cost and scheduling impacts described by Delta-v,
      if any, the parties will execute a Change Order. Pending agreement on a Change Order,
      Delta-v shall continue to perform under the pre-existing SOW. If the parties, agree a
      change to a SOW, such Change shall only apply to that particular SOW, unless the
      Change Order expressly states that it will apply to the Agreement and all SOWs.
   9. Third Party Platforms. Client acknowledges
      that Delta-v may make use of third party platform services approved by Client in the
      provision of the Services, and, if agreed in a SOW, may assist Client to transfer data
      from one third party platform to another (or to a Client controlled environment).
      Delta-v’s use of third party platforms is subject to the terms and conditions of such
      third party. Third parties are not controlled by Delta-v and Delta-v takes no
      responsibility for their services, compliance, accuracy, actions or omissions, or for
      their maintenance or treatment of Client Data. Delta-v will not be liable for, and
      expressly disclaims, all liability for any claim, damage or loss caused by a third
      party.
3. FEES AND PAYMENT
   1. Service Fees. Delta-v will charge Client the
      fees set out in the SOW (“Fees”).
   2. Default Terms and Invoicing. Delta-v will
      issue invoices for the Fees in accordance with the SOW.
   3. Expenses. Out of pocket expenses incurred by
      Delta-v and approved by Client shall be invoiced monthly in arrears.
   4. Payment. Unless expressly otherwise agreed in
      the relevant SOW, Client will pay Delta-v the Service Fees (other than any portion of
      the Service Fees disputed in good faith) and other invoiced amounts (if any) within 7
      days (“Due Date”), in the currency and at the exchange rate (if any) specified in the
      applicable SOW. Payments must be made by electronic transfer to the account notified
      to it by Delta-v or such other means expressly agreed to in writing by the parties.
   5. Taxes. The Service Fees are exclusive of
      taxes. Client will pay all taxes and other government charges related to or arising
      from use of the Services (except for taxes on Delta-v’s net income).
   6. Set-off. Client shall pay all undisputed sums
      due to Delta-v without any set-off, counterclaim and/or any other deductions or
      withholding of monies.
   7. Billing Disputes. If Client disputes the terms
      of an invoice, Client must raise such dispute within 60 days of its receipt of the
      invoice, failing which Client’s right to dispute such invoice shall be deemed to be
      waived. Upon receipt by Delta-v of a written notice of dispute setting out Client’s
      reasons therefore, parties shall cooperate in good faith to resolve the any billing
      dispute within 10 working days. The Due Date for disputed amounts shall be 7 days from
      the resolution of the dispute.
   8. Late Payment. Delta-v may charge interest at
      the SA Prime Rate, as updated from time to time, from the date payment is due until
      the date of actual payment, whether before or after judgment, on any Service Fees
      which are overdue (other than Service Fees disputed in good faith). Client will pay
      reasonable expenses and legal fees Delta-v incurs in collecting late payments not
      disputed in good faith.
   9. Suspension for late payment. Notwithstanding
      any provision in this Agreement, Delta-v’s obligations under this Agreement shall be
      conditional upon Client’s fulfilment of its payment obligations to Delta-v. If Client
      fails to pay Service Fees invoiced by Delta-v (other than Service Fees disputed in
      good faith) within 7 days following the Due Date, Delta-v may suspend each applicable
      Service (for which the Service Fees are overdue) immediately upon notice to Client.
   10. Payment information. Any account and related
       billing and payment information which Client provides to Delta-v may be shared with
       third parties solely for the purposes of performing credit checks, effecting payment
       to Delta-v or servicing Client’s account.
   11. Credit Check. Prior to Delta-v’s commencement
       of any Services under any SOW, if Client fails to pay Delta-v in a timely manner at
       any point during the Terms of this Agreement or if Delta-v has reasonable grounds to
       suspect that Client is or is likely to be unable to meet its payment obligations
       hereunder timeously, Client shall, upon Delta-v’s request, provide Delta-v with the
       information necessary to enable Delta-v to perform a credit check on Client. If
       Delta-v is not satisfied, in its sole but reasonable discretion, with the results of
       such credit check, it may (a) terminate this Agreement with immediate effect on notice
       to Client, or (b) notwithstanding anything to the contrary in the Agreement, require
       Client to pay Service Fees upfront.
   12. Fee adjustments. Delta-v may adjust its Fees
       annually on 1 January. Delta-v shall provide the Client with reasonable notice of such
       fee increases.
4. WARRANTIES AND DISCLAIMERS
   1. Warranties. In addition to any other
      warranties expressly contained in this Agreement, the parties agree that:
      1. Mutual warranties. The parties each warrants, represents and
         undertakes that (a) it has the legal right and authority to enter into this
         Agreement; and (b) subject to clause 4.2.2, it will comply with all applicable
         laws and regulations in the performance of its obligations under this Agreement.
      2. Delta-v warranties. Delta-v warrants,
         represents and undertakes that (a) it will perform its obligations under the
         Agreement in a professional and workmanlike manner, with reasonable care and skill
         and in accordance with industry good practice, and (b) that the Services will
         perform in substantial compliance with any specification requirements agreed in
         the SOW.
   2. Disclaimers.
      1. No conditions, warranties (including any implied terms as to fitness for purpose,
         non-infringement or conformance with description) or other terms apply to any
         Services supplied by Delta-v under the Agreement unless expressly set out in the
         Agreement.
      2. Delta-v does not warrant, guarantee, or represent that its advice or
         recommendations will fully comply with any or all applicable laws, regulations, or
         standards specific to the Client’s industry, jurisdiction, or particular
         circumstances. It is the Client’s sole responsibility to ensure that its use
         and/or implementation of the Services, work product and/or recommendations
         provided by Delta-v pursuant to this Agreement comply with all applicable legal
         requirements prior to its (and its Affiliates’) use and/or implementation thereof.
         Delta-v shall not be liable for any losses, damages, costs, or expenses incurred
         by the Client, its Affiliates or any third party arising from or in connection
         with any claim that Client’s (or its Affiliates’) use and/or implementation of the
         Services, work product or recommendations provided by Delta-v pursuant to this
         Agreement breaches any applicable laws, regulations and/or industry standards.
      3. Client acknowledges that Delta-v has no control over the quality or validity of
         data sourced from any third parties. Delta-v makes no warranties or guarantees
         whatsoever about any data sourced from any third party . In particular, Delta-v
         expressly disclaims all warranties regarding any data sourced from third parties
         being accurate, up to date, error-free, valid, compliant with applicable laws,
         non-infringing or fit for any particular purpose.
5. CONFIDENTIALITY
   1. Each of the parties agrees to keep the other party’s Confidential Information secret
      and confidential, and not to make use of any of the other party’s Confidential
      Information other than to enable such party to perform its obligations under this
      Agreement.
   2. In addition, neither party shall disclose nor divulge to any third party, nor enable
      or cause any person to become aware of any Confidential Information of the other
      party. Moreover, each party may reveal Confidential Information of the other party
      only to its agents, representatives and employees who have reason to “need to know”
      such information in connection with this Agreement, who are informed of the
      confidential nature of such Confidential Information, and who are bound by obligations
      of confidentiality no less restrictive than this Agreement.
   3. The provisions of this section 4.2.3 shall not apply to any Confidential Information
      that:
      1. is or becomes generally available to the public (other than as a result of its
         disclosure by the receiving party or its Representatives in breach of this section
         4.2.3);
      2. was available to the receiving party on a non-confidential basis before disclosure
         by the disclosing party;
      3. was, is or becomes available to the receiving party on a non-confidential basis
         from a person who, to the receiving party’s knowledge, is not bound by a
         confidentiality agreement with the disclosing party or otherwise prohibited from
         disclosing the information to the receiving party;
      4. the parties agree in writing is not confidential or may be disclosed; or
      5. is developed by or for the receiving party independently of the information
         disclosed by the disclosing party.
   4. A party may disclose the other party’s Confidential Information to those of its
      Representatives who need to know such Confidential Information for purposes of this
      Agreement, provided that:
      1. it informs such Representatives of the confidential nature of the Confidential
         Information before disclosure; and
      2. at all times, it is responsible for such Representatives’ compliance with the
         confidentiality obligations set out in this section 4.2.3.
   5. A party may disclose Confidential Information to the extent such Confidential
      Information is required to be disclosed by law, by any governmental or other
      regulatory authority or by a court, arbitral or administrative tribunal or other
      authority of competent jurisdiction provided that, to the extent it is legally
      permitted to do so, it gives the other party as much notice of such disclosure as
      possible and, where notice of disclosure is not prohibited, it takes into account the
      reasonable requests of the other party in relation to the content of such disclosure.
   6. Each party reserves all rights in its Confidential Information. No rights or
      obligations in respect of a party’s Confidential Information other than those
      expressly stated in this Agreement are granted to the other party or to be implied
      from this Agreement.
   7. Except as expressly stated in this Agreement, no party makes any express or implied
      warranty or representation concerning its Confidential Information.
   8. The provisions of this section 4.2.3 shall survive for a period of five years from
      termination or expiry of this Agreement.
   9. Each party shall notify the other promptly of any breach or suspected breach of the
      provisions of this section 4.2.3.
6. CLIENT DATA
   1. Client Data. Client Data shall remain the sole
      property of Client and shall constitute the Confidential Information of Client.
   2. Security. Delta-v will comply with its
      Information Security Policy, in effect from time to time, when processing Client Data,
      including Client Personal Data, in its systems. Delta-v will promptly provide a copy
      of its then-current Information Security Policy to Client upon written request.
   3. Personal Data. Client and Delta-v will
      implement appropriate technical and organisational measures to protect Personal Data
      against any misuse, and each party will comply with Applicable Data Protection
      Legislation applicable to their respective business activities, including the
      processing of Personal Data in the context of using or providing the Services.
   4. DPA. Where Delta-v processes Personal Data on
      behalf of Client pursuant to a SOW (“Client Personal Data”), the Delta-v DPA in effect
      from time to time (available at http://www.delta-v.co.za/dpa) applies. Where Delta-v
      processes Client Personal Data on Client’s behalf in performing the Services (a)
      Client is the Data Controller and Delta-v is the Data Processor, and (b) both parties
      will comply with all applicable requirements of Applicable Data Protection
      Legislation, the DPA and the applicable International Data Transfer Agreements (if
      any).
7. INTELLECTUAL PROPERTY RIGHTS
   1. Neither party shall acquire any title or interest in any intellectual property rights
      owned by the other party. All intellectual property rights owned by a party and all
      modifications made to that intellectual property shall at all times remain the sole
      property of that party.
   2. Upon payment in full, Delta-v grants to Client a non-exclusive, non-transferable,
      royalty-free licence to use any Delta-v intellectual property incorporated into the
      Services and/or work product delivered to Client pursuant to a SOW solely as is
      necessary for Client to use such Services and/or work product for its and its
      Affiliates internal business purposes as contemplated in the SOW.
   3. Client grants to Delta-v a non-exclusive, non-transferable, royalty-free licence for
      the Term to use its trade marks and all other Client Property in the performance of
      the Services and the creation of work product in accordance with this Agreement.
      Delta-v shall only use Client’s trade marks in accordance with the brand guidelines
      communicated to it by Client in writing from time to time.
8. INDEMNIFICATION
   1. The parties will defend each other against third party claims described in this
      section 7.1 and will pay the amount of any resulting adverse final judgment or
      approved settlement, but only if the defending party is promptly notified in writing
      of the claim and has the right to control the defense and any settlement of it.
   2. The party being defended must provide the defending party with all reasonably
      requested assistance, information, and authority. The defending party will then
      reimburse the other party for reasonable out-of-pocket expenses it incurs in providing
      such assistance.
   3. This section 8.3 describes the parties’ sole remedies and entire liability for such
      claims, subject to the limitations set out in section 9 (Limitation of liability):
      1. By Delta-v. Delta-v will indemnify, defend
         and hold Client and its Affiliates harmless against any third-party claim that a
         Service provided by Delta-v for a fee under this Agreement and used within the
         scope of this Agreement (unmodified as provided by Delta-v and not combined with
         anything else) directly infringes a patent, copyright, trademark, or other
         intellectual property right of a third party. If Delta-v is unable to such claim,
         it may, at its option, either (i) modify or replace the Service with a functional
         equivalent or (ii) terminate the affected Service and refund any amounts paid in
         advance for any unused Services after the termination date. Delta-v will not be
         liable for any claims or damages due to Client’s continued use of a Service after
         being notified to stop due to a third-party claim.
      2. By Client. Client will defend, indemnify
         and hold Delta-v and its Affiliates harmless against any third party claim that
         Delta-v’s use or processing of any Client Data directly infringes any intellectual
         property or other right of a third party.
9. LIMITATION OF LIABILITY
   1. Nothing in the Agreement will exclude or limit either party’s liability:
      1. for death or personal injury resulting from the negligence of either party or
         their agents or employees;
      2. for fraud or fraudulent misrepresentation;
      3. for payment of sums properly due and owing to the other in the course of normal
         performance of the Agreement; or
      4. for any other liability that may not otherwise lawfully be excluded or limited.
   2. Neither party will be liable under or in connection with this Agreement (whether in
      contract, delict/tort (including negligence) or otherwise) for any loss of profit,
      loss of anticipated savings, loss of business opportunity, loss of or corruption of
      data (except for loss or corruption of Personal Data due to a breach of this
      Agreement), or for any indirect or consequential losses, suffered or incurred by the
      other party (whether or not those losses were within the contemplation of the parties
      at the date of the Agreement).
   3. Subject to sections 9.1 and 9.2, each party’s maximum, aggregate liability to the
      other under this Agreement is limited to direct damages finally awarded in an amount
      not to exceed the Service Fees paid and payable to Delta-v for the Services during the
      6 months before the incident giving rise to a claim.
   4. For the purposes of this section 9, “claim” means any claim, demand, proceeding,
      action or complaint of any nature or kind under or in connection with this Agreement.
10. DISPUTE RESOLUTION AND ARBITRATION
    1. Settlement in Good-Faith. The parties shall
       attempt to settle disputes arising out of or in connection with the Agreement by
       good-faith negotiations between senior management of each party, to commence within
       two (2) weeks from the date of a written request from an affected party. If
       negotiations do not resolve the dispute within one month from request, a party may
       proceed as set forth in section 10.2 (Arbitration). Commencement of any dispute
       resolution process shall not relieve either party from its continued duties and
       obligations under the Agreement, including but not limited to any payments due and
       payable.
    2. Arbitration. If a dispute is not settled in
       accordance with section 10.1 (Settlement in Good Faith), either party may demand that
       the dispute be referred to arbitration by giving written notice to that effect to the
       other party. Such dispute shall then be finally decided by arbitration, in accordance
       with the international rules of the Arbitration Foundation of Southern Africa by an
       arbitrator or arbitrators appointed by the foundation. The arbitration shall be held
       in Cape Town, in English and with a view to its being completed within 15 business
       days after it is demanded. The parties irrevocably agree that the decision in
       arbitration proceedings (a) shall be final and binding upon the parties, (b) shall be
       carried into effect; and (c) may be made an order of any court of competent
       jurisdiction. This clause shall not preclude either party from obtaining interim
       relief on an urgent basis from a court of competent jurisdiction pending the decision
       of the arbitrator. This clause is severable from the rest of this Agreement and
       therefore shall remain effective between the parties even if this Agreement is
       terminated.
11. BREACH AND TERMINATION
    1. Termination for convenience. A SOW (and any
       Services provided thereunder) may only be terminated without cause if expressly agreed
       therein, in which case either party may terminate that SOW by giving the other party
       prior written notice of termination in accordance with the provisions of the SOW and
       subject to the notice period provided for in the SOW. For the sake of clarity, no SOW
       may be terminated for convenience during the minimum term stated therein.
    2. Termination for cause. Either party may
       terminate this Agreement upon notice with immediate effect if the other party:
       1. is in breach of the Agreement (i) where the breach is incapable of remedy, or (ii)
          where the breach is capable of remedy and the party in breach fails to remedy that
          breach within 30 days after receiving notice from the other party; or
       2. becomes insolvent or unable to pay its debts, proposes a voluntary arrangement,
          has a receiver, administrator or manager appointed over the whole or any part of
          its business or assets; or if any petition shall be presented, order shall be made
          or resolution passed for its winding up (except for the purposes of a bona fide
          amalgamation or reconstruction), bankruptcy or dissolution; or if it shall
          otherwise propose or enter into any composition or arrangement with its creditors
          or any class of them; or if it ceases to carry on business; or if it claims the
          benefit of any statutory moratorium; or if anything analogous to the foregoing
          insolvency events occurs in any applicable jurisdiction.
    3. Termination for regulatory reasons. Delta-v
       may modify, discontinue, or terminate a Service in any country or jurisdiction where
       there is any current or future government regulation, obligation, or other
       requirement, that (1) is not generally applicable to businesses operating there; (2)
       presents a hardship for Delta-v to continue offering the Service without modification;
       or (3) causes Delta-v to believe this Agreement or the Service may conflict with any
       such regulation, obligation, or requirement. If Delta-v terminates a Service for
       regulatory reasons, Client will receive, as its sole remedy, a reimbursement for any
       prepaid Service Fees for unused Services.
    4. Other termination rights. Either party may
       terminate this Agreement in accordance with sections 15.1 (Assignment) or 15.1 (Force
       Majeure). Delta-v may terminate this Agreement in accordance with section 3.8 (Late
       Payment).
    5. Effect of Termination. Upon the expiration or
       termination of the Agreement for any reason:
       1. all rights and licences granted by each party will cease immediately; and
       2. if requested, each party will use commercially reasonable endeavours to promptly
          return to the other party, or destroy and certify the destruction of, all
          Confidential Information (excluding Data) disclosed to it by the other party
          (notwithstanding the foregoing, a party may keep copies of Confidential
          Information as required to comply with applicable law or in accordance with its
          back-up policies, provided that such retained information shall be kept
          confidential in accordance with section 4.2.3 (Confidentiality) notwithstanding
          termination of this Agreement.
       3. if termination is by Delta-v as a result of Client’s material breach of the
          Agreement, all Service Fees in respect of the full Term shall become immediately
          due and payable.
12. NON-SOLICITATION
    1. Neither party shall (except with the prior written consent of the other party), and
       shall procure that none of its Affiliates shall, during the term of this Agreement,
       and for a period of one year after expiry or termination of this Agreement, solicit
       the services of any Personnel of the other party or its Affiliates who has been
       engaged in the provision of Services or the management of this Agreement.
    2. In the event that Client appoints an employee of Delta-v or a former employee of
       Delta-v within 12 (twelve) months of the employee leaving Delta-v’s employment, Client
       shall be liable to pay to Delta-v a placement fee equivalent to 75% (seventy five
       percent) of the employee’s most recent annual on target earnings package with Delta-v.
13. ANTI-BRIBERY
    1. Delta-v and Client shall:
       1. comply with all Applicable Laws relating to anti-bribery and anti-corruption, such
          as (where applicable in the relevant territory) the South African Prevention and
          Combating of Corrupt Activities Act 12 0f 2004, UK Bribery Act of 2010, the
          Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq.
          (“Anti-Bribery Laws“);
       2. not engage in any activity, practice or conduct which would constitute an offence
          under the Anti-Bribery Laws; and
       3. have and shall maintain in place throughout the term of the Agreement its own
          policies and procedures to ensure compliance with the Anti-Bribery Laws and this
          section 13, and will enforce them where appropriate.
    2. Delta-v shall ensure that its Personnel who are performing the Services, and Client
       shall ensure that all relevant Client personnel who are receiving the Services, comply
       with this section 13.
    3. Client acknowledges and agrees that, in connection with this Agreement, it has not
       received or been offered any illegal or improper bribe, kickback, payment, gift,
       hospitality or thing of value from any of Delta-v’s Personnel, but excluding permitted
       reasonable gifts and entertainment provided in the ordinary course of business which
       do not breach applicable laws and Client will promptly notify Delta-v if it learns of
       any breach of this provision.
14. CHANGES TO TERMS AND URLs
    1. Delta-v may modify these Terms and any Service Specific Terms (including referenced
       URLs and the content within such URLs) from time to time. Delta-v may also modify any
       URLs referenced in a SOW on notice to Client. Any modifications to these Terms or the
       URLs referred to in the Agreement will be available at the relevant URL or a different
       URL that Delta-v may provide from time to time. For clarity, changes to the URL
       references will be effective immediately.
    2. Changes to content of these Terms or any Service Specific Terms (including changes to
       the content within URLs) will not apply retroactively and will become effective at
       least 30 days after they are posted, unless otherwise specified by Delta-v where, in
       our reasonable opinion, more immediate application of a change is (i) required to meet
       legal, regulatory, or industry standards/requirements; (ii) required to maintain the
       integrity of Services; (iii) required to address matters of public interest. Delta-v
       will use commercially reasonable efforts to inform Client of such immediate changes by
       alerting Client (e.g., via email) where, in Delta-v’s reasonable opinion, Client will
       be impacted by such immediate change.
15. GENERAL
    1. 1. Assignment. Either party may, without
          consent from the other party, assign this Agreement to an Affiliate or successor
          in title but only to the extent that such assignment would not result in an
          impairment of the other party’s rights under this Agreement. Delta-v may also
          assign its rights to receive payment and enforce Client’s payment obligations. If
          a party assigns this Agreement to another person, it shall promptly notify the
          other party of such assignment. If a party assigns this Agreement to a direct
          competitor of the other party, such other party may terminate this Agreement
          immediately on notice.
       2. Publicity. Neither party shall make any
          announcement of any kind in respect of the subject matter of this Agreement except
          with the prior written consent of the other party (not to be unreasonably withheld
          or delayed) or as is required by law. However, Delta-v may publicly identify
          Client as its client and the type of services it provides to Client, and Client
          may identify Delta-v as its supplier and the type of Services provided by Delta-v
          to Client, provided that in doing so the Confidential Information of the other is
          not revealed.
       3. Modification. Except as provided for in
          section 14 (Changes to Terms and URLs), amendments to this Agreement will only be
          effective if in writing and signed by both parties.
       4. Severability. If any part of this
          Agreement is held to be unenforceable, the rest of the Agreement will remain in
          full force and effect.
       5. Waiver. Failure to enforce any provision
          of this Agreement will not constitute a waiver. Any waiver must be in writing and
          signed by the waiving party.
       6. Relationship. The parties are independent
          contractors. The Agreement does not create any agency, partnership, or joint
          venture between the parties.
       7. No third-party beneficiaries. This
          Agreement does not create any third-party beneficiary rights except as expressly
          provided by its terms.
       8. Entire Agreement. These General Service
          Terms and Conditions (including the DPA and International Transfer Agreement(s) if
          applicable), the SOW and the applicable Service Specific Terms (if any), each as
          may be amended from time to time in accordance with the terms hereof, constitute
          the entire agreement and understanding between the parties with respect to the
          subject matter hereof and replaces any prior oral or written communications
          relating to the Services.
       9. Survival. Notwithstanding termination or
          expiration of the Agreement, any provisions of the Agreement that by their nature
          are intended to survive, will survive termination.
       10. Force Majeure. Neither party will be
           liable for failure or delay in performance to the extent caused by circumstances
           beyond its reasonable control (“Force Majeure”). In the event that a party’s
           ability to fulfil its obligations, other than payment obligations, under this
           agreement due to Force Majeure, it will promptly notify the other party. Either
           party may terminate this Agreement immediately on notice in the event that Force
           Majeure continues for more than 90 days.
       11. Approvals. The parties agree that whenever
           the Agreement calls for written request or written approval to be provided by
           either party, unless otherwise expressly stated that email is not acceptable, such
           request or approval may be provided via email.
       12. Notices. Legal notices related to this
           agreement must be given to each party at their nominated address specified below
           and a copy thereof must be sent via email. Notices will be treated as delivered on
           the date received at the address, date shown on the return receipt, email
           transmission date, or date on the courier confirmation of delivery.
           1. Delta-v:
              • Address for notices: 4 Wade Road, Claremont, Cape Town
              • Email address for notices:
                legal@delta-v.co.za
           2. Client:
              • Address for notices: Client address specified in the SOW
              • Email address for notices: Client email address specified in the SOW
       13. Governing law. Unless expressly otherwise
           agreed in the SOW, this agreement is governed by South African law.