Data & Privacy (POPPI)

By accessing and using the TTS Virtual Platform and any of its modules, as the user, you agree to be bound by the terms and conditions that are set out in the notice that follows. Note: If you do not wish to be bound by these terms and conditions, then you may not access, view, display, use, download and/or otherwise copy or distribute any of the content of the TTS platform and its technologies.

POPI

The purpose of The Protection of Personal Information, Act (4 of 2013) ‘POPI’ is to protect your personal information and to strike a balance between the right to privacy and the need for the free flow of and access to this personal information and detail. The Act applies to any party who keeps any type of records relating to the personal information of anyone, and it sets the minimum standards for the protection of any of that personal information collected, recorded and retained. The Act also regulates how this personal information is processed which includes collecting, receiving, recording, organising, retrieving, using, making available, disseminating or distributing any such information. In the light of the above, and with due diligence, we note that TTS is fully compliant with this legislation as TTS does collect personal data of clients and visitors for the general purpose of serving exhibitors, customers and visitors alike.

PERSONAL INFORMATION

We respect the privacy of all visitors to the TTS platform and we note that the public may use this platform albeit in limited form without providing any personal information. Information gathered in the course of TTS business includes applications for subscriptions of booths and virtual expo’s and /or information, bookings and emails where required. Cookies are used on our platform to support the functionality, statistics and the use of the platform, e.g. Security, Google Analytics etc. You can disable/enable this function in your browser at any time however, this could affect the usage of certain functionality on the platform We do not and will not, sell, trade, or otherwise transfer your personally identifiable information to any outside parties (unless we provide you with advance notice and get your express permission to do so). This does not include platform partners and other parties who assist us in operating our platform, conducting our business, or serving our users, so long as those parties agree to keep this information confidential. Additionally, we may release information when its release is appropriate to comply with the law, enforce our site policies, or protect ours or others’ rights, property and/or safety. You probably will find links to other platforms, websites, third party vendors and service providers on our platform as we aim to offer a comprehensive service and /or information to clients and visitors alike. TTS is not responsible for any content on third-party platforms ,websites and /or Social Media pages and cannot be held responsible for the privacy policies of these to which it links. You take responsibility for visiting these third party platforms, websites and Social Media technologies

AMENDMENTS TO PRIVACY POLICY

We reserve the right and undertake to update these terms and conditions of our Privacy Policy as required and any amendments will be effective immediately. Your continued use of the platform following any such amendment/s will represent an agreement by you to be bound by any of these policy changes

GENERAL DISCLAIMER:

TTS provides and maintains this virtual platform as a service to our exhibitors ,customers, visitors and the public at large. TTS is not responsible for, and expressly disclaims all liability for damages of any kind arising out of either the use, reference to, or reliance on any information found on this virtual platform and or use of the technologies.. All Rights Reserved

Master Service Agreement

Master Service Agreement

1. DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings: 1.1. "AFSA" means the Arbitration Foundation of Southern Africa; 1.2. "Agreement" means this Master Services agreement, including all Annexures hereto, and any Service Confirmation Schedule executed pursuant to the terms of this Agreement; 1.3. “Customer” means the end user subscribing to any “TTS” platform /service or product; 1.4. "Charges" shall mean all charges and/or fees payable by the Customer to “TTS” for the Services; 1.5. "Confidential Information" means any information or data which by its nature or content is identifiable as confidential and/or proprietary to a Party and/or any third party, or which is provided or disclosed in confidence; 1.6. “"Contract Value" means in the case of a 12 or 24-month contract alternatively the contract duration as elected by the client in the service confirmation schedule. The contract term multiplied by the Customer's monthly debit order. 1.7. “CPA” means the Consumer Protection Act, 68 of 2008, as amended from time to time; 1.8. “Customer Equipment” means customer premises equipment (modems, routers etc.), or any networks or network equipment not owned or controlled by “TTS”; 1.9. “CPE” means Customer Premises Equipment means radio antenna, masts, brackets, cabling, indoor wireless routers and associated equipment installed at the customers premises to allow access to the “TTS”/platform network; 1.10. "Documentation" means the documentation supplied by “TTS” to the Customer; 1.11. “Effective date” means the date of Signature on which the Customer agrees to these terms and conditions; 1.12. "ECA" means the Electronic Communications Act 36 of 2006, as amended from time to time; 1.13. “ECTA” means the Electronic Communications and Transactions Act, 25 of 2002, as amended from time to time; 1.14. "Force Majeure Event" means any circumstances beyond the Parties' reasonable control including, without limitation, war, national emergency, civil disturbance, theft, fire, flood, explosion, natural disaster, unusually severe weather conditions, prohibitive legislation or regulations and failure of power or utility supplies (including electronic communications); 1.15. "Intellectual Property" means any know-how (not in the public domain), invention (whether or not patented), design, trademark, or copyright material (whether or not registered), goodwill, processes, process methodology and all other identical or similar intellectual property as may exist anywhere in the world and any applications for registration of such intellectual property, which specifically includes all copyright, design rights and any other proprietary rights in and to any business plans and proposals, business processes and functional and technical specifications and any related material; 1.16. “MRC” means monthly recurring cost as set out in the applicable Order Form; 1.17. "“TTS”" means IntoWeb (Proprietary) Limited, a company duly registered under the company laws of the Republic of the South Africa with registration number 2008/015163/07 and having its principal place of business at 82 Zinnia Road, Kyalami, Midrand, Gauteng, South Africa 1.18. "“TTS” Services" means any “TTS” platform, services or products, including any Facilities, or any other technologies or products which are supplied to the Customer by “TTS” (for use in conjunction with the Services); 1.19. Service Request Form" shall mean a request for the Services submitted by Customer to “TTS” in a form prescribed by “TTS”; 1.20. “Signature” or “Signed” shall mean the physical act of signing this agreement, if applicable, and shall also include the electronic signing of this agreement by way of ticking the appropriate box on an electronic platform which, upon acceptance, sends a link to email and records that email address on a database with a specific encoding; 1.21. “Party” means either of the signatories to this Agreement and “Parties” means both of them collectively and shall be deemed to mean and include their respective successors and permitted assigns; 1.22. "Prime Rate" means the prime rate published by “TTS” principle bankers from time to time; 1.23. "Services" means the services provided by “TTS” to the Customer as more fully described in the Service Confirmation Schedule. 1.24. "Service Activation Date" means the date Services actually commence; 1.25. "Service Levels" means the specific performance levels applicable to the provision of the Services; 1.26. "Service Term" means the time period, including periods of renewal, specified in each Service Confirmation Schedule during which the Services specified therein are to be provided; 1.27. "Territory" means Republic of South Africa; 1.28. "VAT" means value-added tax, chargeable under the VAT Act of 1991; 1.29. “Degradation” means the presence of anomalies or defects in the absence of a fault; 1.30. “Degraded Service” means the presence of anomalies or defects that cause a degradation in QoS, but do not result in total failure of the service; 1.31. “Incident” means a fault that directly affects the Service levels by substantially or completely reducing them. This excludes any faulty Customer equipment; 1.32. “MTTRs” (Mean Time to Respond) means the average time from when the ticket is logged with the “TTS” Help Desk to the time an “TTS” Support Representative attends to the incident or trouble ticket; 1.33. “MTRS” (Mean Time to Restore Service) means average time from the first detection or reporting of service interruption to “TTS” Help Desk by the Customer until the time when the service is restored; 1.34. “Platform/Network Unavailability” means the time where the service is unavailable or degraded to such an extent that it is unusable, measured from the first detection or reporting of service interruption to “TTS” Help Desk by the Customer until the time when the service is restored and excluding any service interruption outside of “TTS” contracted services supplied to the Agency. Platform/Network Unavailability will not include Scheduled Maintenance/ Emergency Maintenance or any unavailability resulting from, (a) reasons of Force Majeure, or (b) power loss and/or interruptions at the Customer Premises; 1.35. “Off-Net Services” means those Services provided at any Customer or End User premises that are not on “TTS” electronic communications network and where an enhancement or infrastructure build will be required to connect the Customer and/or End User to “TTS” platform/ electronic communications network; 1.36. “On-Net Services” means those Services provided at Customer or End User via virtual means on the “TTS” platform/electronic communications network; 1.37. “QoS” means quality of service; 1.38. “SLA” means service level agreement; 1.39. “UNI” means the physical interface or port that is the demarcation between the Customer and the service provider (“TTS”); 1.40. “Uptime” means total number of available minutes in a calendar month; 1.41. “AUP” means an Acceptable Use Policy; 1.42. "SPS" Service Provision Schedule. This document outlining “TTS”’s terms and conditions 2.

2. IN THIS AGREEMENT:

2.1. headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation; 2.2. A natural person includes a juristic person and vice versa; 2.3. The singular includes the plural and vice versa; and 2.4. A party includes a reference to that party’s successors in title and assigns allowed at law. 2.5. Any reference in this Agreement to: 2.5.1. "Business hours" shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time; 2.5.2. "Days" shall be construed as calendar days unless qualified by the word "business", in which instance a "business day" will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time; 2.5.3. "Person" means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality; and 2.5.4. "Writing" means legible writing and in English and excludes any form of electronic communication contemplated in ECTA. 2.6. The words "include" and "including" mean "include without limitation" and "including without limitation". The use of the words "include/s" and "including" followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it. 2.7. Terms, other than those defined in this agreement, will be given their plain English meaning, and those acronyms and phrases known in the information technology and telecommunications industries will be interpreted in accordance with their general accepted meanings. 2.8. Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day. 2.9. The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement (contra proferentem), shall not apply. 2.10. If any provisions of this agreement are found to be ambiguous, the rule that it must be interpreted in favour of the debtor (quod minimum), shall not apply. 2.11. No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a party to this Agreement.

3. COMMENCEMENT AND DURATION:

3.2. This Agreement shall come into effect on the Effective Date from when the SPS was signed and shall continue in force for an indefinite period unless terminated by either Party in accordance with its terms. 3.3. The initial term of each Services Confirmation Schedule shall commence on the Service Activation Date and shall expire on the date set forth in the applicable Service Confirmation Schedule ("Initial Service Term"). 3.4. After the expiry of the Initial Service Term, the Service Confirmation Schedule shall automatically renew for a period equivalent to initial Service term unless terminated by either party on twenty (20) days' written notice before the termination of initial contract. 3.5. Notwithstanding the termination of this Agreement, each Service Confirmation Schedule shall remain in force until termination thereof and shall remain subject to the terms of this Agreement. 3.6. Customers that have chosen an initial 3 month trial contract term option may cancel the contract term in accordance with the Provisions of Section 14 of the CPA, read with regulation 5 thereof. 3.7. If a customer relocates to a location where “TTS” is unable to provide services, it will be deemed to be an early cancellation of the contract term and the provisions of clause 20 will apply.

4. “TTS” OBLIGATIONS:

4.1. “TTS” shall make the Services available to the Customer as specified in each Service Confirmation Schedule. 4.2. “TTS” agree to implement, follow up and support services, as the parties deem appropriate under the circumstances in order to foster a satisfactory business relationship between “TTS” and the Customer. 4.3. “TTS” shall inform the customer about new developments and modifications to the services. 4.4. “TTS” shall ensure that the platform and, in the event where the platform consists of more than one component, that each component shall be functional for the customer to utilise on or before the estimated activation date. 4.5. “TTS” shall be responsible for support services to the customer as set out in the Service Level Agreement.

5. CUSTOMER ORDER PROCEDURE:

5.1. The customer shall order new services or change existing services (“TTS”’s /booth upgrades etc.) by submitting a new Service Confirmation Schedule (SPS) to “TTS” specifying the new and/or changed services required. 5.2. “TTS” will submit an SPS to the customer acknowledging acceptance of the signed quotation/order and is thereby obliged to provide the requested services. 5.3. “TTS” shall be entitled to request, on receipt of a Service Request Form and prior to the issuing of the SPS in terms of clause 5.2, information related to the customer's creditworthiness. For the avoidance of doubt the Parties agree that “TTS” is authorised to conduct all reasonable credit checks and searches if required. 5.4. Each SPS shall create, subject to the terms and conditions of this Agreement, an individual contractual relationship between the Parties for the provision of the services for the duration of the applicable service term. The provisions of the SPS, once signed by the Customer, shall prevail over the terms and conditions of this Agreement to the extent that there is any conflict between the provisions of the SPS and this Agreement.

6. CONNECTION AND SERVICE COMMENCEMENT:

6.1. “TTS” shall use best reasonable effort to ensure that the services are made available to the customer on the Service Activation Date and shall promptly inform the customer of any delay in meeting the Service Activation Date. 6.2. Notwithstanding anything in this Agreement, the services shall only commence on the Service Activation Date and there will be no obligation on “TTS” to commence provision of the services prior to the Service Activation Date. 6.3. The Customer shall notify “TTS” of any problems with the services within forty-eight (48) hours of the Service Activation Date, failing which, the services shall be deemed to be accepted by the Customer, presumably without fault or defect. 6.4. In the event that the customer notifies “TTS” of a problem regarding the services within the specified time period in this clause 6.3, “TTS” shall rectify such problem within a reasonable period of time. 6.5. Once the activation is complete and services commence, a customer cannot downgrade to below the original package elected. A customer may upgrade at any time, but downgrade only with a months’ notice after contractual obligations are taken care of.

7. ACCEPTABLE USE OF NETWORK AND SERVICES:

7.1. The customer is solely responsible for ensuring that the customer uses the services lawfully and that the customer complies with all applicable laws and with “TTS” Acceptable Use Policy published on www.”TTS”.co.za which the customer warrants that he/she has read, considered and understood by concluding this agreement and making use of the services. 7.2. The customer indemnifies “TTS” and holds it harmless against any claims: 7.2.1. Arising from a breach of this clause 8; and/or 7.2.2. By third parties in respect of prohibited or unlawful activities conducted by the customer or its customers. 7.3. The customer shall not take any steps or fail to take any steps which directly or indirectly: 7.3.1. Cause “TTS” to breach any of its licence terms or any provision of applicable legislation; 7.3.2. Constitutes an abuse of the Services (in the reasonable opinion of “TTS”). 7.4. To help ensure that all customers have fair and equal use of the service and to protect the integrity of its platform, “TTS” reserves the right, and will take necessary steps, to prevent abusive, improper or excessive usage. The action that “TTS” may take includes, but is not limited to: 7.4.1. Preventing or limiting service through specific ports or communication protocols, irrespective of usage; 7.4.2. Preventing or limiting service through specific ports or communication protocols in the case of excessive usage; and 7.4.3. A complete termination of service to customers with improper usage in which event the provision of clause 20 will apply. 7.5. This policy applies to and will be enforced for both intended as well as unintended (e.g., viruses, worms, malicious code, or otherwise unknown causes),unsolicited material or exposure, pornography,excessive and/or prohibited usage. 7.6. Online activity will be subject to the customers available bandwidth, data storage and other limitations of the broadband access service, which “TTS” may recommend minimum specifications to ensure service levels can be met , the experience enhanced. From time to time, revise at its own discretion and without prior notice to the customer. 7.7. Users may not engage in any activity that compromises or threatens “TTS”’s ability to provide the platforms access service in a reasonable and efficient manner to all other users. 7.8. Examples of restricted use include, but are not limited to, running systems and servers that generate excessive number of packets or throughput at a constant rate that will cause degradation of the “TTS” platform. 7.9. The platform access service may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorisation, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. 7.10. Violations of system or network security are prohibited and may result in criminal and civil liability. “TTS” will investigate incidents involving such violations and may involve, or will cooperate with, law enforcement agencies if a criminal violation is suspected. 7.11. Examples of system or network security violations include, without limitation, the following: 7.11.1. Unauthorised access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorisation of the owner of the system or network; 7.11.2. Unauthorised monitoring of data or traffic on any network or system without express authorisation of the owner of the system or network; 7.11.3. Interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks; 7.11.4. Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting; 7.11.5. Knowingly distributing computer viruses or other malicious computer programs; 7.11.6. The infringement of others intellectual property rights or the breaching of any laws or infringement of any third-party rights, including without limitation, copyright. 7.12. “TTS” reserves the right to implement technical mechanisms which prevent usage patterns in violation of this AUP. “TTS” further reserves the right to take such action as may be necessary to protect the integrity of the system, including, but not limited to, system monitoring, as well as protocol management and shutting down of ports affected by viruses, worms or other malicious code. 7.13. Nothing contained in this policy shall be construed to limit “TTS”’s rights or remedies in any way with respect to any of the foregoing activities,and “TTS” reserves the right to take any actions that it may deem appropriate with respect to such activities, including without limitation: investigating suspected violations of this AUP, taking action to recover the costs and expenses of identifying offenders and terminating their access to and use of the Platforms access service, and levying cancellation charges to cover “TTS”’s costs in the event of termination of access to the platforms access service. In addition, “TTS” reserves all available rights and remedies with respect to such activities at law or in equity. 7.14. This AUP may be clarified or modified periodically and “TTS” reserves the right to modify this policy at any time, which changes shall become effective as soon as they are posted to the “TTS”’s Platform.

8. FAIR USAGE AND NETWORK POLICY:

8.1. The user acknowledges that “TTS” is unable to exercise control over the data passing over the platform and the internet, including but not limited to any social media links ,websites, electronic mail transmissions, news groups or other material created or accessible over its platform. Therefore, “TTS” is not responsible for data transmitted over its platform. 8.2. “TTS” platform may be used to link into other networks and/or technologies worldwide and the user agrees to conform to the acceptable use policies of these platforms,networks and/or technologies. 8.3. Users of the “TTS” platform/network include not only the “TTS” customers, but in the case of agents of the “TTS” services, the customers of the agents too. Agents of “TTS” platform/ services are responsible for the activities of their customers. 8.4. The user may obtain and download any materials marked as available for download from the platform but is not permitted to use their platform access to distribute any copyrighted materials unless the owner of the materials grant’s permission for such distribution to the user. 8.5. The user is prohibited from obtaining, disseminating or facilitating over “TTS” platform/network any unlawful materials, including but not limited to: 8.5.1. Copying or dealing in intellectual property without authorisation; 8.5.2. Child pornography; and/or 8.5.3. Any unlawful hate-speech materials. 8.6. To help ensure that all customers have fair and equal use of the platform/ network to all subscribers. 8.7. Online activity will be subject to the available bandwidth, data storage and other limitations of the service provided, which “TTS” may, from time to time, revise at its own discretion and without prior notice to the customer. 8.8. All services are provided as per authorised subscription/contract, and no maximum amount of usage is applicable. 8.9. This service is a best effort service with no maximum or minimum speed guarantee as the choice of internet access /usage and speed is at the customer’s discretion and cost. 8.10. QoS is active on the platform/network and certain protocols (p2p, file sharing) will possibly take lower preference and “TTS” reserves the right to limit the customers access when it sees fit. 8.11. The sharing of “TTS” platform/network between persons outside of a household or business and the sharing of usernames is prohibited. 8.12. Accounts are subject to limitation of all peer to peer traffic such as torrents, kazaa etc. during peak hours and as required by “TTS”. 8.13. Individual & business accounts are not subject to limitations but are subject to QoS when and where required. 8.14. Due to the nature of technologies various factors man-made and natural can degrade or affect the performance of your experience. Whilst all measures are taken to provide the best possible experience “TTS” can in no way be held responsible for degraded performance of your experience due to connection to these or other factors.

9. SYSTEM AND NETWORK SECURITY:

9.1. All references to systems and networks under this section include the platform and all those systems and/or networks to which users are granted access through “TTS” and include but is not limited to the infrastructure of “TTS” itself. 9.2. The user may not circumvent user authentication or security of any host, device, network, or account (referred to as "cracking" or "hacking"), nor interfere with service to any user, host, device, or network (referred to as "denial of service attacks"). The host, device, network or account shall also not be used for any illegal purpose, including phishing. 9.3. Violations of the platform, system or network security by the user are prohibited and may result in civil or criminal liability. “TTS” will investigate incidents involving such violations and will involve and co-operate with law enforcement officials if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following: 9.3.1. Unauthorised access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of any system or network or to breach security or authentication measures without the express authorisation of “TTS”; 9.3.2. Unauthorised monitoring of data or traffic on the network or systems without express authorisation of “TTS”; 9.3.3. Interference with service to any user, device, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks; 9.3.4. Forging of any TCP-IP packet header (spoofing) or any part of the header information in an email or a newsgroup posting.

10. INTERCEPTION:

The User acknowledges that “TTS” is lawfully required to intercept communications in accordance with the provisions of the Regulation of Interception and Provision of Communication-related Information Act 70 of 2003 (“the Act”). Any interception of communications shall be strictly in accordance with the requirements of the Act, as and when required under the Act.

11. MANAGING ABUSE:

Upon receipt of a complaint, or having become aware of an incident, “TTS” reserves the right to take any one or more of the following steps listed below, insofar as “TTS” deems them necessary in its absolute and sole discretion, against the offending party: 11.1. Inform the user's or network administrator’s of the incident and require the network administrator or network owner to deal with the incident according to this Acceptable Fair Use Policy. 11.2. In the case of individual users suspend the user's account and withdraw the user's platform or network access privileges completely. 11.3. Charge the offending parties for administrative costs as well as for machine and human time lost due to the incident. 11.4. Take such action as may be necessary to protect the integrity of the system, including, but not being limited to, system monitoring, as well as protocol management and shutting down of ports affected by viruses, worms or other malicious code. 11.5. Implement appropriate technical mechanisms in order to prevent usage patterns that violate this AUP. 11.6. Share information concerning the incident with other internet access providers, or publish the information, and/or make available the users' details to law enforcement agencies. 11.7. In severe cases suspend access of the user's entire network until abuse can be prevented by appropriate means. 11.8. Cancel this agreement in which case the provisions of clause 20 will apply.

12. LAWS AND LEGISLATION:

12.1. “TTS”’s platform may be used only for lawful purposes. Users may not violate any applicable laws or regulations of South Africa within the territory of South Africa. Should the user reside outside of South Africa, the laws of the country in which the user resides shall apply. 12.2. Transmission, distribution or storage of any material on or through the infrastructure in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorisation, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. 12.3. The User warrants that he/she will use “TTS”’S platform services in accordance with any restrictions imposed under the following legislation: 12.3.1. ECTA; 12.3.2. ECA; 12.3.3. Films and Publications Act 65 of 1996 (as amended); 12.3.4. Regulation of Interception and Provision of Communication-related Information Act 70 of 2003.

13. SUSPENSION OF SERVICES:

13.1. In addition to clause 12, “TTS” may lawfully suspend, withdraw all or part of any service at any time until further notice to the customer if, in “TTS”s’ reasonable discretion: 13.1.1. The continued provision of the Services will cause “TTS” to breach an applicable law or be in contravention of its Licenses/mandate; and/or 13.1.2. The customer is in breach of or otherwise is not complying with any of the provisions of this Agreement; and/or 13.1.3. Any overdue tax invoice for charges billed by “TTS” to the customer remains unpaid for longer than 7 (seven) days. 13.2. The exercise of “TTS”s’ right to suspend the services under this clause is without prejudice to any other remedy available to “TTS” under this Agreement and does not constitute a waiver of “TTS” right to subsequently terminate the Agreement. 13.3. Where “TTS” has suspended the services in terms of clause 15.1, “TTS” may: 13.3.1. Refuse to reconnect the services unless precluded by any law or order of court; and 13.3.2. If it agrees to reconnect the services, require the customer to pay a reconnection/activation fee in advance as a pre-condition to making the services available again.

14. FEES AND CHARGES:

14.1. All payments payable by the customer in terms of each SPS shall be paid in full without deduction or demand, free of exchange, to “TTS”, and the customer shall not be entitled to withhold any part of such payments or to make anything but the full payments due to “TTS” in terms of each SPS. 14.2. “TTS” shall be entitled to adjust the fees and charges as a result of any regulatory, economical, or government-imposed factors that impact on such fees and charges by means of notice on its platform/website. 14.3. The rates payable by the customer to “TTS” as set out in each SPS hereof shall escalate annually on the annual anniversary date of the Service Commencement Date of the SPS to such rates as may be agreed between the parties. Failing mutual agreement, then the rates payable for the following Twelve-month period shall escalate by a maximum factor of 10% for proceeding year. 14.4. Any charges incurred by “TTS” in the provision of the service/s will be increased when increases are applied by the suppliers of these services and products to “TTS”, notification will be provided in writing within 14 days of “TTS” being made aware of any pending increases.

15. INVOICING:

15.1. Invoices rendered by “TTS” in respect of the services shall be rendered monthly in advance, except for charges that are dependent upon usage of the services (e-commerce,Auditorium hire etc) which shall be billed in arrears. Billing for partial months shall be pro-rated based on a calendar month. 15.2. All invoices are due payable within seven (7) days after the date of invoice. 15.3. If payment is not received by “TTS” for any reason whatsoever by the due date for payment, then the customer shall be liable to pay to “TTS” (and without prejudice to any other right or remedy of “TTS”): 15.3.1. Any resulting bank or other charges incurred by “TTS” consequent thereupon; and 15.3.2. Any associated reasonable administrative charges including interest that has accrued on the unpaid amount; 15.3.3. Non-payment of any invoice will be construed as a material breach of this agreement. 15.4. If any amount is overdue, the customer shall pay interest on the overdue amount at prime rate plus 3% (three percent), such interest to run from the date upon which payment of the relevant amount became due until payment thereof has been made in full. 15.5. The customer will be responsible for all applicable taxes. 15.6. Payments shall be made by means of a monthly debit order on the 1st of each month unless agreed in writing by “TTS” management.

16. SERVICE LEVELS AND MAINTENANCE:

16.1. The SPS shall set forth the service levels specifically applicable to the services ordered by the customer. 16.2. “TTS” is committed to providing a reliable, high quality platform to support its services offered. Accordingly, “TTS” offers the following guarantees: 16.2.1. Platform Response Times Guarantee - 8 hours response; 16.2.2. “Response Time “ this is the time taken for “TTS” to respond (acknowledge) that there is a fault on the Platform. “TTS” will inform the customer of the platform failure and give estimated times for the platform to be restored. 16.3. “TTS” shall conduct scheduled maintenance in respect of the services in such a manner that it does not cause unreasonable outage or interruption of the services. In the event that scheduled maintenance requires a service interruption or outage, “TTS” shall exercise commercially reasonable efforts to: 16.3.1. Provide customer with seven (7) days’ prior written notice of such scheduled maintenance; 16.3.2. Work with the customer in good faith to attempt to minimize any disruption in the customers’ services that may be caused by such scheduled maintenance; and 16.3.3. Perform such scheduled maintenance during the non-peak hours of 12:00 a.m. (midnight) until 6:00 a.m. local time where reasonably possible. 16.4. The “TTS” Help Desk will be available during working hours 08h00 -20h00 week days and 08h00-14h00 on weekends to attend to all e-mail and platform-based support queries. The Help Desk can be contacted by email through support@ixpo.co.za and its hours of operation are 08h00 to 20h00 weekdays, 08h00 - 14h00 weekends and holidays. Additional information can be sent to the Help Desk via e-mail at support@ixpo.co.za. If for any reason the Help Desk cannot be reached telephonically, the customer shall follow the agreed escalation procedure. 16.5. The customer shall report all faults to “TTS” by emailing support@ixpo.co.za or logging a fault via the platform www.ixpo.co.za. 16.6. All requests to the “TTS” Help Desk (support@ixpo.co.za) will be answered within an estimated 8 hours. 16.7. Where assistance is required by either party, this shall be requested through the “TTS” Help Desk. 16.8. A copy of all contact telephone numbers, and escalation matrix shall be made available on the “TTS” platform and will be updated as and when changes occur. 16.9. From time to time testing and routine maintenance will be required on the platform and will normally be performed during off-peak times (00:00 - 07:00). 16.10. Where testing or maintenance is required during the times stipulated in above, a standard service interruption notification will be communicated to the customer at least 7 (seven) calendar days prior, where possible. 16.11. “TTS” shall monitor the platform and notify the customer in the event of disruptions that will affect the delivery of service. 16.12. The customer shall supply “TTS” with the following details when logging a fault: 16.12.1. Reference number from the helpdesk; and 16.12.2. Start time of the fault; and 16.12.3. Service affected; and 16.12.4. Symptoms and nature of the downtime; and 16.12.5. First line support performed by the Agent (if relevant). 16.13. Scheduled maintenance of the “TTS” platform (or portion thereof) will not normally result in service interruption or outage. However, in the event scheduled maintenance should require a service interruption or outage, “TTS” will exercise commercially reasonable efforts to (a) provide the customer with seven (7) days’ prior written notice of such scheduled maintenance, (b) work with the customer/ reseller in good faith to attempt to minimise any disruption to customer/reseller’s services that may be caused by such scheduled maintenance, and (c) to perform such scheduled maintenance during the nonpeak hours of 0:00 (midnight) until 07:00 South Africa local time. “TTS” will arrange for the necessary repairs arising in terms of this Agreement.

17. CHANGE MANAGEMENT PROCEDURE:

17.1. Notification of all planned changes or maintenance schedules will be posted on the news bulletins on the platform. 17.2. “TTS” shall try and inform the customer of any change or scheduled maintenance that will affect service at least seven (7) calendar days before the planned implementation date. 17.3. If the customer requires that the planned changes or maintenance to be stalled, postponed or rescheduled because of business-affecting reasons, these reasons must be reported to “TTS” Help Desk within 24 hours of receiving notification from “TTS”. 17.4. “TTS” Help Desk will inform and consult with the customer regarding any emergency change or maintenance to correct a fault that will affect service, at least one (1) hour before the implementation, if possible. 17.5. If and to the extent an emergency change is required and, after all attempts to inform the appropriate customer representative as the customer escalation matrix failed, “TTS” may make such a change provided, and shall as soon as reasonably practicable after making such a change and again upon termination of the emergency concerned, provide the customer representative with full written details of such change and the reason or reasons therefore. 17.6. All changes are managed by the Help Desk. The start of the change is logged; the change is implemented by “TTS” trained technical personnel. The end of the change is logged, and the success thereof logged and recorded.

18. TERMINATION:

18.1. Termination for Convenience: 18.1.1. Either party shall be entitled to terminate this Agreement by providing the other party with 30 (thirty) business days' prior written notice to that effect. 18.1.2. Cancellations with notice given as per 18.1.1 will only take effect after a full calendar month. 18.1.3. Business “TTS”’s or Booths cancellations require 3 months’ notice. 18.1.4. Termination in accordance with clause 18.1.1 above shall not affect the service term of any SPS, which shall continue, in full force and effect, in accordance with the terms and conditions of this Agreement as if this Agreement had not been terminated, until the end of the service term of the SPS. 18.1.5. Notwithstanding the service term set out in the SPS, the customer shall be entitled in its sole discretion and without cause, to the terminate one or more SPS’s (the “Terminating Services”) by giving “TTS” 20 (twenty) business days’ prior written notice, which termination shall be subject to the early termination charges set out in clause 19 below. 18.2. Termination for cause: 18.2.1. In the event that there is a breach by either party, the non-defaulting party shall be entitled to provide the defaulting party with 10 (ten) days’ written notice to remedy such breach, including but not limited to breaches set out below: 18.2.1.1. Non-payment of any invoice or late payment of any invoice; 18.2.1.2. A meeting of that party convened to consider or pass a resolution, or a declaration is made in respect of that party, a petition is presented in respect of that party, legal proceedings are commenced by or in respect of that party or any other step is taken, for the provisional or final winding-up, sequestration, business rescue, curatorship or dissolution of that party’s assets, business, undertaking or estate or with a view to a composition, assignment or arrangement with such party’s creditors; 18.2.1.3. The party being or becoming unable (or admitting its inability) to pay its debts generally as they fall due or being (or admitting to being) otherwise insolvent or stopping, suspending or threatening to stop or suspend payment of all or a material part of its debts or making a general assignment or arrangement or composition with, or for the benefit of, its creditors (or any class of them); 18.2.1.4. Any business rescue proceedings under the Companies Act, 2008, being commenced against it or a resolution being proposed to place the party under supervision under the Companies Act, 2008, at any duly convened meeting of the shareholders or board of directors of the party; 18.2.1.5. Any liquidator, curator, business rescue practitioner or similar officer being appointed in respect of the party or any part of its assets, undertaking, business or estate or such entity (or any organ of that person or entity) requests such appointment; 18.2.1.6. The party committing any act which, if it were a natural person, would be an act of insolvency as contemplated in the Insolvency Act. 18.3. The non-defaulting party shall be entitled to terminate this Agreement, where the defaulting party fails to remedy, where it is capable of remedy, or persists in, any breach of any of its obligations under this Agreement after having been required to do so within a period of 10 (ten) days.

19. EARLY TERMINATION COSTS:

19.1. For purposes of clauses 19.2 - 19.4, “customer” means a natural person or trust with less than 2 trustees. 19.2. The customer acknowledges that “TTS” incurred costs to activate the platform, booth and services. 19.3. The customer acknowledges and understands that from a business perspective, the customer’s contract has an inherent and anticipated future value to “TTS” 19.4. Should the agreement be cancelled in terms of clause 12, 13 or 18 alternatively in terms of the CPA, the customer will be liable to “TTS”, as pre-liquidated damages the following charges: 19.4.1. A termination fee which will be calculated on the following basis: and/or 19.4.2.1. Termination within the first 6 months of the Service Activation Date of this Agreement at 80% of the contract value; 19.4.2.2. Termination between 6 to 12 months after the Service Activation Date at 60% of the contract value; 19.4.2.3. Any termination thereafter at 40% of the contract value after the Service Activation Date. 19.5. The parties acknowledge that the early termination charges set forth in clauses 19 are reasonable genuine estimates of the actual damages that “TTS” will suffer and are not construed as penalties for the purposes of this Agreement. 19.6. A certificate signed by any manager, director or accountant of “TTS” (whose appointment need not be proved) as to any amount owing by the customer under this Agreement and/or any other matter relevant to this Agreement, shall be prima facie proof of the matters therein and sufficient for the purposes for which the certificate issued and for all legal proceedings including summary judgement and/or provisional sentence and for the purpose of pleadings or any other trial action or application against the customer for the amount of amounts reflected in such a certificate. 19.7. Any amount or amounts indicated in the certificate mentioned in paragraph 19.6 will be due and payable within 7 days of issue of the certificate.

20. EFFECTS OF TERMINATION:

20.1. Termination of this Agreement and/or an SPS in whole or in part, however caused, shall be without prejudice to any rights or liabilities accrued at the date of termination. 20.2. On termination of this Agreement and/or a SPS: 20.2.1. All benefits (including rights of use and licenses) conferred upon the customer in terms of this Agreement and/or a SPS, shall immediately cease and the customer shall have no claim, whatsoever, against “TTS” for the loss of such benefits; 20.2.3. The customer shall promptly return to “TTS” or otherwise dispose of as “TTS” may instruct all technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers whatsoever sent to the customer and relating to “TTS” business (other than correspondence which has passed between the parties) which the customer may have in its possession or under its control. The customer shall also return to “TTS” its confidential information. 20.3. The termination of this Agreement and/or an SPS shall not of itself give rise to any liability on the part of “TTS” to pay any compensation to the customer, including but not limited to, for loss of profits or goodwill. 20.4. “TTS” shall be entitled to cancel all orders for services placed by the customer prior to the termination date, whether or not such orders have been accepted by “TTS”, without incurring any liability of any nature to the customer.

21. INTELLECTUAL PROPERTY RIGHTS:

21.1. Nothing contained in this Agreement shall be construed to confer or be deemed to confer on either party the intellectual property rights of the other party. 21.2. Each party indemnifies the other party against all crimes, actions, damages, liabilities, costs and expenses, including reasonable attorney’s fees and expenses, arising out of any claims of infringement of any patent, trade secret, copyright, trademark, service mark, trade name or similar proprietary right of any third party, which claim arises directly or indirectly out of the infringement by a party of the intellectual property rights of the other party. 21.3. “TTS” retains all right, title and interest in and to its intellectual property that is used in connection with the services. In particular, “TTS” retains all right, title and interest in all intellectual property rights in and to work products, deliverables, documentation, reports, designs, formulae, methodologies, software, proposals, specifications, feasibility reports and systems, whether used to provide or as are developed or created as part of the services. 21.4. “TTS” shall retain all right, title and interest in all intellectual property developed or generated pursuant to and as part of the performance of the services provided under this Agreement.

22. INDEMNITIES:

The Customer hereby indemnifies and holds “TTS” harmless against all loss, damage, costs and/or expenses which “TTS” may suffer or incur and any and all claims which may be brought against “TTS” by any third party in respect of any loss, liability, damage, costs and/or expenses of any nature whatsoever as a consequence of or which may arise from or is attributable to the engagement of the customer, the provision of the services by the customer or any acts or omissions on the part of the customer.

23. LIMITATION OF LIABILITY:

23.1. Neither party shall be liable to the other party for any indirect or consequential loss or damage (including any loss of profit/contract/opportunity) which may be suffered by the other party under or in connection with this Agreement. 23.2. The total liability of either party under or in connection with this Agreement shall, to the extent permitted by Law, not exceed the aggregate value of the services that have been carried out under this Agreement at the time at which any claim is made. 23.3. Where the insurance cover of any insurance policy that is procured by either party under this Agreement, which is capable of being called upon to cover any liability/damage, exceeds the aggregate cap of liability, such aggregate cap of liability shall not compromise the insurance cover that can be claimed by either party to cover the liability/damage in question. 23.4. Accordingly, the imposition of such aggregate cap of liability shall not be construed as a stipulatio alteri in favour of any insurer who would otherwise be liable to make payment from the insurance cover to cover a claim that is in excess to such aggregate cap of liability under such insurance policy. 24.5. This clause 24 shall not limit liability of either party in any case of fraud, deliberate default or reckless misconduct by either party.

25. FORCE MAJEURE:

25.1. A force majeure event shall occur when either party is prevented or restricted directly or indirectly from performing all or any of that party's obligations in terms of this Agreement by reason of Force Majeure, which shall constitute a "Force Majeure Event" for the purposes hereof. 25.2. The exclusive remedy of a party affected by a Force Majeure Event ("the Affected Party") constitutes that: 25.2.1. It shall be relieved of performance of its obligations in terms of this Agreement during the period that such event and its consequences continue (but only to the extent it is so delayed or prevented from performing partially or at all by the Force Majeure Event), and, provided that notice has been given in terms of Clause 28.1, shall not be liable for any delay or failure in the performance of any of its obligations in terms of this Agreement or losses or damages whether general, special or consequential which the other party ("the Unaffected Party") may suffer due to or resulting from any such delay or failure; or 25.2.2. The affected party shall give written notice to the unaffected party at the earliest possible opportunity in writing of the occurrence of the event constituting the Force Majeure Event, together with details thereof and a good faith estimate of the period of time for which it shall endure; 25.2.3. At all times whilst a Force Majeure Event continues, the parties shall meet at regular intervals to discuss and investigate, and if possible, to implement other practical ways and means to overcome the consequences of such a Force Majeure Event, with the objective of achieving the import and intent of this Agreement without unreasonable delay. 25.3. The affected party shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event on its ability to perform under this Agreement and to terminate the circumstances giving rise to a Force Majeure Event as soon as reasonably possible and upon termination of the event giving rise thereto, shall forthwith give written notice thereof to the unaffected party.

26. DISPUTE RESOLUTION:

26.1. In the event of there being any dispute or difference between the parties arising out of this Agreement and/or any SPS, the said dispute or difference shall on written demand of either party be submitted to arbitration in Pretoria in accordance with the AFSA rules, which arbitration shall be administered by AFSA. 26.2. Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim. 26.3. The parties agree that the written demand by “TTS” to the dispute in terms of clause that the dispute or difference be submitted to arbitration is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969. 26.4. The customer acknowledges that “TTS” has multiple customers and employees and therefore the customer shall, within 60 days of any dispute arising, and as a pre-requisite for any legal proceedings, notify “TTS” of any claim.

27. NOTICES AND DOMICILIA:

27.1. The customer selects as its domicilia citandi et executandi the physical addresses and email addresses as specified in the Service Request Form for the purposes of giving or sending any notice provided for or required under this Agreement. 27.2. “TTS” selects as its domicilia citandi et executandi the physical addresses, and email addresses as specified below for the purposes of giving or sending any notice provided for or required under this Agreement. 27.3. Physical Address: 82 Zinnia Road, Kyalami, Midrand, Gauteng, South Africa, Email: info@ixpo.co.za. 27.4. Provided that a Party may change its domicilium or its address for the purposes of notices to any other physical address or telefax number by written notice to the other party to that effect. Such change of address will be effective 5 (five) business days after receipt of the notice of the change. 27.5. All notices to be given in terms of this Agreement will be given in writing and will: 27.5.1. Be delivered by hand or sent by email; 27.5.2. If delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a business day will be presumed to have been received on the following business day; and 27.5.3. If sent by email during business hours, be presumed to have been received on the date of successful transmission of the email. Any r email sent after business hours or on a day which is not a business day will be presumed to have been received on the following business day. 27.6. Notwithstanding the above, any notice given in writing, and actually received by the party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause 27.

28. CESSION AND ASSIGNEMENT:

28.1. Neither this Agreement nor any rights or obligations hereunder may be ceded, delegated or assigned by the customer without the prior written consent of “TTS”. 28.2. The customer acknowledges that “TTS” may enter into financing arrangements with finance parties and that the finance parties may require a cession and assignment of “TTS” rights and obligations under this Agreement.

29. RELAXATION:

No latitude, extension of time or other indulgence which may be given of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any party arising from this Agreement and no single or partial exercise of any right by any party under this Agreement, shall in any circumstances be construed to be an implied consent or election by such party to operate as a waiver or a novation of or otherwise affect any of the party’s rights in terms of or arising from this Agreement or estop or preclude any such party from enforcing any time, and without notice, strict and punctual compliance with each and every provision or term thereof.

30. APPLICABLE LAW AND JURISDICTION:

This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa.

31. GENERAL:

33.1. This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no warranty, undertaking, representation, term or condition relating to the subject matter of this Agreement (not incorporated in this Agreement) shall be binding on either of the parties. This Agreement supersedes and replaces any and all agreements between the parties (and other persons, as may be applicable) and undertakings given to or on behalf of the parties (and other persons, as may be applicable) in relation to the subject matter hereof. 33.2. No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the parties. 33.3. No waiver, suspension or postponement by any party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given. 33.4. Any provision or clause of this Agreement which is or becomes unenforceable for any other reason whatsoever, shall (only and only to the extent that it is so unenforceable) be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. 33.5. The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. 33.6 The debit order document that is signed to initiate the subscription service is binding regarding the financial obligations of the exhibitor whether an “TTS” or Booth.