1.1 Trade Information Services (Pty) Ltd, t/a "TradeWorld", hereby grants to the Client for the duration of this Agreement a non-exclusive license to use the services set out on the document overleaf (the "Services") (which document forms part of this agreement and is hereinafter referred to as "the Schedule") and on the terms and conditions contained herein.
1.2 The Client is authorised to use the Services for internal use and on the terms and conditions contained herein only ("the Purposes") and the Client shall not use or permit the use of the Services for any other purpose whatsoever.
1.3 Title to, copyright and all other industrial and intellectual property rights in the Services, including any improvements or modifications, are and shall at all times remain vested in TradeWorld. The Client shall not reproduce the Services or any part thereof (except insofar as such reproduction forms a necessary part of the Services) or retransmit the Services or any part thereof without the prior written consent of TradeWorld.
1.4 TradeWorld reserves the right to complete editorial freedom in the selection of content of the Services and may at its discretion, upon reasonable notice, vary such selection from time to time.
2.1TradeWorld may make the Services available to the Client from its nearest distribution node via a dedicated leased line facility, or via the Internet. The Client shall bear all costs, charges and expenses and in particular the Client shall bear all rental, installation and other charges levied by the PSTS Telco license holder (who will provide the facilities) as well all equipment and monthly rental costs for connectivity to the nearest TradeWorld distribution node at which the Services are available.
The Client shall pay to TradeWorld the fee for provision of the Services (the "Service Fee") as set out in the Schedule. All monthly amounts payable by client must be paid monthly in advance on or before the first day of the month in which the service is provided.
3.1 If the Client fails to make any payment on the due date, TradeWorld may, without prejudice to any of its rights, suspend the performance of any of its obligations in terms of this agreement and shall be entitled to charge the Client interest on the overdue amount from the due date to the date of actual payment thereof (both days inclusive) at the rate of 2% (two percent) above the then current overdraft interest rate being charged by TradeWorld's bankers plus any additional costs incurred by TradeWorld as a result of Client's failure to make any payment on the due date.
3.2 TradeWorld may adjust the amounts payable by the Client in terms of this agreement to reflect any increase in the cost to TradeWorld in providing the Services.
3.3 In addition to the foregoing, TradeWorld may adjust the amounts payable by the Client in terms of this agreement on the 1st day of February each year by an amount not exceeding 15%.
3.4 The Client shall pay to TradeWorld all taxes on sale, use, added value or other costs related to the Services which TradeWorld may need to pay on the Client's behalf or which TradeWorld has an obligation to collect.
This agreement shall endure for a period of 12 (twelve) months calculated from the date of activation of the Services (the "Commencement Date") and thereafter shall continue to endure unless one calendar months' written notice of termination is given by one party to the other. In the event of termination of this agreement prior to the conclusion of its full period by the Client, the Client is liable immediately to pay the entire amount of the Service Fee and all other applicable fees for the balance of the period of this agreement.
4.1Where more than one agreement exists between the parties in the event of termination or partial termination of any agreement between the parties any discounts granted by TradeWorld under such agreement shall be cancelled and pricing will be adjusted to reflect TradeWorld standard pricing.
TradeWorld may terminate this Agreement if the Client is placed under liquidation or judicial management or makes any arrangement with creditors or commits any act of Insolvency Client.
6. Warranty for Fitness
Save for those warranties expressly set out herein, TradeWorld makes no representations or warranties whatsoever whether express or implied, to the Client as to the condition of or the fitness of the Services. The Client shall have no claim against TradeWorld nor shall it be entitled to cancel this agreement if, in respect of the Services, it subsequently determines that such Services are for any reason unacceptable to it.
7. Limitation of Liability
7.1TradeWorld (and its agents and representatives) shall not be liable in terms of this agreement, in delict, contract, warranty or otherwise for: any indirect or consequential damages suffered by the Client, howsoever arising, and the Client indemnifies TradeWorld accordingly; any direct damage suffered by the Client howsoever arising, in respect of any amount which is more than the amount of revenue received from the Client in the twelve months preceding the date on which such liability arose and the Client indemnifies TradeWorld accordingly.
7.2TradeWorld disclaims all liability for any loss, damage, injury or expense however caused, arising from the use of or reliance upon, the information provided through the Service and does not warrant the truth, accuracy or completeness of the information provided.
Client shall not be entitled to cede, assign or delegate any of its rights and obligations under this agreement to any third party, unless otherwise agreed in writing by TradeWorld. TradeWorld shall be entitled to cede, assign or delegate any of its rights and obligations under this agreement to any third party without prior notice to and without the consent of the Client.
If any party breaches any material provision or term of this agreement (other than those which contain their own remedies or limit the remedies in the event of a breach thereof) and fails to remedy such breach within 10 (ten) days of receipt of written notice requiring it to do so (or if it is not reasonably possible to remedy the breach within 10 (ten) days, within such further period as may be reasonable in the circumstances) then the aggrieved party shall be entitled without notice, in addition to any other remedy available to it at law or under this agreement, including obtaining an interdict, to cancel this agreement or to claim specific performance of any obligation whether the due date for performance has arrived, in either event without prejudice to the aggrieved party's right to claim damages. TradeWorld is entitled to interrupt the provision of the Services to the Client if the Client is in default of any of its obligations to TradeWorld under this agreement. Under no circumstances may the Client cancel this agreement or withhold or defer payment or be entitled to a reduction in any charge or have any other right or remedy against TradeWorld, its servants, its agents or any other persons for whom it may be liable in law, if TradeWorld interrupts the provision of the Services to the Client. A certificate of indebtedness issued under the hand of any director or manager of TradeWorld, whose authority or appointment it shall not be necessary to prove, in respect of any indebtedness of the Client in terms of this agreement, shall be prima facie evidence of the Client's indebtedness to TradeWorld.
The parties choose as their domicilia citandi et executandi for all purposes under this agreement the addresses as set out overleaf. Either party may by notice to the other party change its domicilia citandi et executandi. Any notice or other communication under this agreement shall be sent in writing by recorded delivery or registered post to the domicilium address of the other party and shall be deemed to have been served 7 days after posting.
11. Exercise Of Rights
No failure or delay by TradeWorld in exercising any of its rights or powers shall operate as a waiver thereof and nor shall any partial exercise or any right or power preclude any further exercise thereof.
The headings to this agreement are inserted for convenience only and shall not affect their interpretation.
13. Whole Agreement
This agreement constitutes the whole agreement between the parties relating to the subject matter hereof. No amendment or cancellation of this agreement or any provision or term hereof shall be binding unless recorded in a written document signed by the parties.
This Agreement shall be governed in all respects in accordance with the law of South Africa.
If any provision contained in this agreement is rendered void, illegal or unenforceable in any respect, then the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The expiration or termination of this agreement shall not affect the provisions of this agreement that 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. The rule of construction that the contract shall be interpreted against the party responsible for the drafting or preparation of the agreement, shall not apply.