International users agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to South Africa or your country of residence.
API LICENCE AGREEMENT
FOR A MAPPING BASED PRODUCT
between
Always Active
Technologies (Pty) Ltd
Reg No. 2000/022462/07
(AAT)
“AAT”
(as referred
to in the Schedule)
and
(The Customer)
“The Customer”
(as noted in
the web application form)
1
DEFINITIONS
In this Agreement, unless clearly inconsistent with or otherwise indicated by the
context –
1.1
"the / this Agreement" means
the agreement set out in this document, together with the annexures hereto and any
agreed written amendments thereto;
1.2
"Client" means a client to whom
the Customer distributes the Product and with whom AAT enters into a Licence Agreement;
1.3
“AAT” means Always Active Technologies
Limited, Registration Number 2000/022462/07,
and its subsidiaries from time to time (as such terms are defined in the Companies
Act, 1973);
1.4
"Date of Signature" means the
date of signature on which this Agreement is signed by the Party doing so last in
time;
1.5
“Mapping Data” means the Mapping Data specified in
the Schedule and the Materials;
1.6
“API” means an Application Program Interface
which is an interface for letting a program communicate
with another program;
1.7
"Effective Date" means the date specified in the Schedule;
1.8
"Intellectual Property" means
all copyright, rights in business names, trade marks, trade names, service marks,
patents, designs and/or inventions as well as all rights to source codes, trade
secrets, confidential information, know-how and all other rights of a similar character
(regardless of whether such rights are registered and/or capable of registration)
and all applications and rights to apply for protection of any of the same;
1.9
"Materials" means any information,
documentation or the like relating to the Mapping Data, whether written or in machine
readable form, supplied from time to time by AAT to the Customer in terms of this
Agreement;
1.10
"Parties"
means AAT and the Customer, collectively;
1.11
"Party"
means either one of the Parties as the context may indicate;
1.12
"Prime Rate"
means the interest rate (expressed as a % per annum) from time to time published
by Standard Bank Limited as being its minimum overdraft rate at which it lends to
its most valued customers in the corporate sector, as valued customers in the corporate
sector, as certified by any manger of such bank, whose appointment or authority
it shall not be necessary to prove, and which certificate shall, save manifest error
of calculation, be prima facie proof
of the contents thereof;
1.13
"Product"
means the Product specified in the Schedule and which is developed by the Customer
and which incorporates the Mapping Data;
1.14
"Schedule"
means the document attached as Annexure 1 hereto;
1.14 “Signed” or “signature”
means that by checking the “I accept” option you are offering an electronic signature
as per “Electronic communication” which
has the meaning assigned to it in the Electronic Communications and Transactions
Act, no. 25 of 2002;
1.15
“Territory"
means the geographical region as specified in the Schedule;
1.16
"Updates"
means incremental enhancements and fixes to the Mapping Data;
1.17
“Upgrades”
means new versions of the Mapping Data that include new major features and significantly
improved functionality;
1.18
“Online”
means an application, product or service
which is hosted on the World Wide Web or Internet.
1.19
“VAT”
means value added tax in terms of the Value Added Tax Act, 1991 or any similar tax
on the supply or sale of goods and/or services; and
1.19 "Writing"
or "Written" includes any hand-written, typewritten or facsimile communications
but excludes any communication by way of a data message, unless use of a data message
has been expressly authorised herein. The term "data message" has the meaning as
defined in
the Electronic Communications and Transactions Act,
25 of 2002.
2.1
AAT, with effect
from the Effective Date -
2.1.1
grants to the Customer a non-exclusive,
personal, non-transferable licence to use the Mapping Data for the purpose
of developing their online Product, service or application;
2.1.2
acknowledges and agrees that it is the
intention of the Customer to distribute the Product service or application on the
World Wide Web; and
2.1.3
grants the Customer a license to distribute
the Product on the World Wide Web incorporating the proprietary Mapping Data supplied
by AAT on the terms and conditions of this Agreement.
2.2
The Customer shall not be entitled to
appoint any third party to use the Mapping Data for any purpose whatsoever, including
but not limited to the distribution of the Mapping Data in the Territory, without
the prior written consent of AAT.
2.3
AAT shall –
2.3.1
make available the relevant Mapping
Data to the Customer for the sole purpose of fulfilling its obligations in terms
of this Agreement;
2.3.2
not be liable to compensate the Customer
in any manner whatsoever on the grounds that the Customer has created any goodwill
for AAT in the Territory.
2.4
The Customer will take and have access
to the Mapping Data as soon as same are made accessible and thereafter shall bear
all risk in the access of and distribution of the Mapping Data.
3
PROCEDURES
AND LICENCE AGREEMENT
3.1
The Customer shall within 30 (thirty)
days of making any Product, service or application live on the World Wide Web, deliver to AAT the full details of the Product, service or
application in the manner stipulated
by AAT from time to time.
3.2
The Customer shall include in its terms
and conditions of distribution as statement to the effect that the Product contains
data proprietary to AAT (Pty) Limited
and Business Connexion (Pty) Limited
and that such data cannot be extracted or used for any purpose other than that for
which the Product is purchased.
4
DISTRIBUTION RIGHTS AND OBLIGATIONS OF
THE CUSTOMER
4.1
The Customer shall -
4.1.1
not make any representation, give any
warranty or other benefit in favour of a Client on behalf of AAT ;
4.1.2
not be entitled to enter into any agreement
with any third party on AAT ’s behalf;
4.1.3
comply in all material respects with
all laws, rules and regulations and requirements of any governmental body or other
authoritative entity which may be applicable to the distribution, marketing and/or
advertising of the Mapping Data in the Territory;
4.1.4
ensure that the Mapping Data incorporated
within the Product is in a read-only format and cannot be extracted to its original
raw format;
4.1.5
not cache any of the Mapping Data in
any format;
4.1.6
apply for and obtain all necessary licences
and other authorities required in order to allow the Customer to fulfill its obligations
in terms of this Agreement;
4.1.7
at all times act in a professional,
responsible manner and, if applicable, maintain the necessary standards of care
in providing support in respect of the Product;
4.1.8
be entitled to represent and describe
itself as an authorised supplier of the Mapping Data in the Territory;
4.1.9
maintain the good name of AAT
and the integrity of the Mapping Data;
4.1.10
be entitled
only to use such of the trade marks, trade names and logos of AAT and Business Connexion (Pty) Limited
in connection with the operation of the distributorship
of the Product, but only in the manner prescribed by AAT
in writing from time to time;
4.1.11
not deal in
or work with clients in any manner in the Mapping Data outside the Territory.
4.1.12
during this
Agreement and for a period of 3 (three) years thereafter, keep full, proper and
up-to-date books of account and records showing clearly all products, services and
applications used for the distribution of the Mapping Data and allow any person
authorised by AAT to have access to
the said books and records and take such copies thereof as AAT
may require, provided that -
4.1.12.1
AAT shall provide
at least 7 (seven) calendar days written notice of such intent to inspect the Customer’s
records and the Customer shall make such records available for inspection at a time
and place mutually agreeable to the Parties;
4.1.12.2
the Customer
shall correct any errors as determined by AAT;
4.1.13
not alter,
obscure, remove, conceal or otherwise interfere with any markings or nameplates
or other indication of the source or origin of the Mapping Data, which may be placed
thereon by AAT;
4.1.14
only be entitled
to merge or combine the whole or any part of the Mapping Data with the Customers
own proprietary data and not with that of any other acquired or procured data, without
the prior written approval of AAT unless specified in Annexure 1;
4.1.15
as soon as
possible inform AAT of the details and circumstances of any and all disputes arising
between the Customer and Clients in relation to the distribution of the Mapping
Data.
5.1
AAT shall, if it deems in its sole discretion
to be required by the Customer, supply such Mapping Data Updates to the Client after
such Updates become available to AAT, free of charge.
6
PRODUCT SUPPORT
The Customer
shall be responsible for all support rendered in respect of the Product, service
or application to its Clients and AAT shall have no obligation or liability in respect
of the support rendered by the Customer in respect of the Product.
AAT shall not be responsible for or held liable in any manner whatsoever in regard
to the compatibility between the Product and any operating system or platform.
8.1
If the Customer
is using the free API then they will not be charged unless they enter into a commercial
agreement with AAT.
8.1.1
The free service will allow for a limited amount of mapping data as per the schedule
below.
8.1.2
Should the Customer exceed the allocation specified in 8.1.1 then the onus is on
AAT to raise this matter with the client and either agree to allow the client to
continue or come to a commercial agreement.
8.2
In consideration
for the licence granted by AAT to the Customer, the Customer shall pay AAT the monthly
licence
fees (excluding VAT) set out in the Schedule, monthly in arrears from the Effective
Date unless they are using the free API.
8.3
All payments in terms of or arising out of this Agreement -
8.3.1
shall be made in cash, in South African Rands, free of conditions, set-off, bank
exchange, commission or any other deduction to the party thereto;
8.3.2
neither Party shall have the right to defer, adjust or withhold any payment due
to the other in terms of or arising out of this Agreement or to obtain deferment
of judgment for such amounts or any execution of such judgment by reason of any
set-off or counterclaim of whatsoever nature or howsoever arising; and
8.3.3
shall be made within 30 (thirty) days of the date of AAT’s invoice therefore and
by direct transfer into the bank account set out below, unless specifically otherwise
advised in writing by AAT from time
to time:
Bank:
Standard Bank;
Branch Code: 56-26 (Pinetown Branch);
Account Nr: 25-027-895-2;
Name of Beneficiary: Always Active Technologies.
8.4
All amounts to be paid in terms of this Agreement do not include taxes.
Including VAT, sales, excise, gross receipts and withholding taxes, universal
service fund fee, and any similar tax or any government imposed fees or surcharges
which may applicable thereto and the Customer agrees to pay all such applicable
taxes or fees, which will be invoiced to the Customer in accordance with local law. The Customer agrees to pay or reimburse
AAT for all such taxes, excluding tax on AAT’s income.
In respect of withholding tax, the Customer will pay such additional amounts
as may be necessary, such that AAT receives the amount it would have received had
no withholding been imposed, except if the Customer provides AAT with a valid withholding
tax certificate within 30 days of date of payment of the charges or fees paid to
AAT under this Agreement.
9.1.1
to keep
confidential all information whether written (including information contained in
electronic format) or oral concerning the business and affairs of the other Party
that it obtains or receives from the other Party or any third Party as well as the
terms and conditions of this Agreement (“the Information”);
9.1.2
not
without the other Party’s prior written consent to disclose the Information in whole
or in part to any person save its employees, agents, contractors and/or consultants
involved in the implementation of this Agreement, and who have a need to know the
Information;
9.1.3
to use
the Information solely in connection with the implementation of this Agreement and
not for its own benefit or that of any third Party.
9.2
The provisions of clause
9.1 shall not apply to the whole or any part of the Information which
is:
9.2.1
already
known to the recipient without obligation of confidence;
9.2.2
independently
developed by the recipient;
9.2.3
publicly
available without breach of this Agreement;
9.2.4
lawfully
received from a third Party;
9.2.5
released
for disclosure by the disclosing Party with its written consent;
or
9.3
If a Party is obliged to divulge Information
in terms of clause
9.2.6 it shall, provided that circumstances permit the time to do so,
forthwith and before releasing the Information, inform the other Party of the obligation.
9.4
Each Party undertakes to the other to
make all its relevant employees, agents, contractors and consultants aware of the
confidentiality of the Information and the provisions of this clause
9 and to take all such steps as shall from time to time be necessary
to ensure compliance by its employees, agents, contractors and consultants with
the provisions of this clause
9.
9.5
Upon the expiry or termination of this
Agreement for any reason, each Party shall promptly return to the other Party all
documents, diskettes, drawings and any other medium containing the Information of
the other Party (as well as all copies, notes or reproductions thereof) and delete
and remove the Information from its electronic data bases and deliver to AAT a certificate
from any director of such Party that it has done so.
9.6
Save for compliance by a Party with
the requirements of the JSE Securities Exchange and the Securities Regulation Panel,
no Party may publish any announcement of this transaction without the prior written
consent of the other Party, which approval shall not be unreasonably withheld.
9.7
Notwithstanding clause
9.1, AAT
will be entitled to disclose the fact that
the Client is a client of AAT. However, AAT shall not be entitled to disclose any
other details of or related to this Agreement without the prior consent of the Client,
which consent will not be unreasonably withheld.
9.8 For the avoidance of doubt,
no provision of this Agreement should be construed in such a way that the disclosing
party is deemed to have granted its consent to the receiving party to disclose the
whole or any part of the Information in the event that the receiving party received
a request for the whole or any part of the Information in terms of the provisions
of the Promotion to Access to Information Act, No 2 of 2000, as amended (the “Act”).
The receiving party shall be obliged to notify the disclosing
party immediately when it receives such a request to enable the disclosing party
to object and approach a court of competent jurisdiction if necessary, to protect
its interests.
10
FORCE MAJEURE AND LIMITATION
10.1
Neither Party
shall have any claim against the other Party (“the Affected Party”) for any delay
or failure of the Affected Party to carry out any of its obligations under this
Agreement arising from or attributable to acts of God, war, terrorism, government,
labour action or unrest, failure of suppliers or contractors or any other cause
whatsoever beyond the control of the Affected Party (“force
majeure”).
10.2
The performance
of the obligations of the Affected Party shall, subject to clause
10.3, be suspended for the duration of the
force majeure, which shall be deemed to commence only upon the date
of written notice by the Affected Party to the other Party.
Upon cessation of the force majeure,
this Agreement shall again become fully operative and the Affected Party shall immediately
resume its performance.
10.4
Any claim by
the Customer against AAT howsoever arising shall in the aggregate be limited to
the 50 % of the licence
fee’s paid by the Client to AAT for the duration of the agreement during which time
the Customer institutes action against AAT.
In any event, AAT will not be liable to the Customer for: (a) indirect or special
damages and/or (b) loss of income or profit, howsoever arising, whether or not caused
by its employees, agents and/or contractors, and regardless of form or cause of
action. The provisions of this clause
are also stipulated for the benefit of the employees, agents and/or contractors
of AAT.
11.1
The Client acknowledges that the Mapping Data and Materials and all Intellectual
Property therein belong exclusively to AAT.
11.2
The Client shall ensure that any copy of the Mapping Data or the Materials, which
it makes pursuant to the Agreement, shall bear the same copyright and other proprietary
notices as those on the original copies supplied by AAT to the Client pursuant to
the Agreement, and the Client shall not alter or obliterate any such notice.
11.3
The Client shall notify AAT, in writing, as soon as practicable after it becomes
aware of any actual, threatened or suspected infringement of the Intellectual Property
of AAT in the Mapping Data and Materials or any unauthorised use or disclosure of
the Mapping Data and Materials.
11.4
The Client acknowledges that all third party Mapping Data used in association with
the Mapping Data belongs exclusively to the respective owners.
12
INDEMNITIES
The Customer
hereby indemnifies and holds AAT harmless against all loss, damages, expenses suffered
and/or incurred and claims against AAT from whatsoever cause and howsoever arising
which relates to or arises from any breach by the Customer of its obligations in
terms of this Agreement and/or the development of the Product and/or the distribution
of the Product and/or the support of the Product.
Subject to the terms and conditions of this Agreement, this Agreement shall commence
on the Effective Date and shall endure for a period set out in the Schedule.
14.1.4
has judgment taken against it and fails to satisfy or apply to have same set aside
within 7 (seven) calendar days of becoming aware thereof;
or
14.1.5
without the
prior written consent of the other Party, undergoes a change in its shareholding
or members’ interest so that a new person owns the majority of its voting share
capital or members’ interest, then
the other Party shall be entitled, in addition to and without prejudice to any other
right it may have in law or in terms of this Agreement, to:
14.1.6
enforce specific
performance of the terms of this Agreement; or
14.1.7
subject to clause
14.2, cancel this Agreement;
and
14.1.8
in either event
(subject to clause
10.4), recover such damages as it may have sustained.
14.2
An aggrieved Party may only cancel this Agreement in terms of clause
14.1.7 if the breach is material and is not capable of being remedied
by payment of money or, if it is capable of remedy by payment of money, if the other
Party fails to make payment within 14 (fourteen) calendar days after final determination
of the amount.
14.3
No claim may
be instituted against AAT arising from the terms of this Agreement or performance
by the Parties in terms thereof unless dispute resolution proceedings are instituted
in terms of this Agreement by the Customer within 1 (one) year of such purported
cause of action arising.
14.4
Any amount due by any Party which is not paid on its due date shall attract interest
at Prime Rate plus 2 (two) percent.
14.5
Save for the right to continue supporting Products sold prior to the expiration
or termination of this Agreement, all rights and licences granted to the Customer
shall automatically cease on expiration or termination of this Agreement.
The termination or expiration of this Agreement and the consequent termination
or expiration of the rights and licences granted to the Customer shall in no way
affect the licences granted by the Customer to Clients, prior to the expiration
or termination of this Agreement, to use the Product.
15
INSPECTION
During the term of the Agreement and after its termination, cancellation or expiration,
AAT or its representatives may at their own cost, upon 10 (ten) calendar days prior
notice to the Customer and under the supervision of the Customer, inspect the files,
computer processors, equipment, facilities and the premises of the Customer during
normal working hours to verify the Customer’s compliance with the Agreement. While conducting the inspection, AAT
or its representatives will be entitled to copy or retain any item that the Customer
may possess in violation of the Agreement.
16
ARBITRATION AND
DISPUTE RESOLUTION
16.1 If any dispute arises out
of or in connection with this Agreement the Parties may at any time, by agreement,
refer the dispute for resolution by way of Arbitration.
16.2 If the Parties agree to
refer the dispute to Arbitration, each Party:
16.2.1 agrees that
the Arbitration will be held in Midrand in accordance with the then current rules
of the Arbitration Foundation of South Africa (“AFSA”) (“the Rules”) by 1 (one)
arbitrator appointed by agreement between the Parties.
If the Parties cannot agree on the arbitrator within a period of 10 (ten)
Business Days after the date on which the Parties agreed in writing to refer the
dispute to arbitration the arbitrator shall be appointed by the Secretariat of AFSA;
16.2.2 expressly
consents to any arbitration in terms hereof being conducted as a matter of urgency;
and
16.2.3 irrevocably
authorises the other Party to apply, on behalf of both Parties, in writing, to the
Secretariat of AFSA, in terms of article 23(1) of the Rules, for the arbitration
to be conducted on an urgent basis.
16.3 The decision or award resulting
from the arbitration may be made an order of court at the instance of either Party.
The Parties hereby irrevocably submit to the jurisdiction of the High Court of the
16.4 There shall be a right
of appeal as provided for in article 22 of the Rules.
16.5 The arbitration will be
held in camera, in the English language
and will be kept confidential by the Parties.
16.6 The provisions of this
clause 16 shall not preclude any Party from access to an appropriate court of law
for interim relief in the form of an interdict,
mandamus or order for specific performance pending the outcome of the arbitration
in terms of this clause 16 or in respect of such arbitration, for which purpose
the Parties irrevocably submit to the jurisdiction of the High Court of the Republic
of South Africa.
17
DOMICILIUM
AND NOTICES
17.1
The Parties
choose their respective domicilium addresses
for all purposes hereunder at the addresses set out in paragraph
5 of the Schedule, provided that the domicilium address for AAT in respect
of all legal documents shall be :
AAT House,
Block 1 MRM Office Estate,
Telefax: +27(0)31 76407177;
Attention: Loet De Swart, CEO.
17.2
Any Party shall
be entitled from time to time, by written notice to the other(s), to vary its domicilium address which is not a post
office box or poste restante.
17.3
All notices
given in terms of this Agreement shall be in writing and any notice given by any
Party to another ("the addressee") which –
17.3.1
is delivered
by hand or transmitted by telefacsimile, shall be deemed to have been received by
the addressee on the first Business Day after the date of delivery or transmission,
as the case may be;
17.3.2
is posted by
pre-paid registered post to the addressee at its domicilium address for the time
being shall be deemed to have been received by the addressee on the 10th
(tenth) Business Day after the date of such posting;
17.3.3
Is delivered by e-mail shall be deemed to have been received by the addressee only
once the addressee has acknowledged receipt thereof in writing, provided that it
shall not be permissible to give any notice relating to a dispute, demand, breach,
legal proceedings, renewal, cancellation or termination by e-mail.
18.1
This Agreement
constitutes the entire Agreement between the Parties with regard to the subject
matter hereof.
18.2
The terms and
conditions contained on Party’s purchase order, order acceptance forms and/or invoices
shall not apply to, supplement or supersede any provisions of this Agreement.
18.3
No alteration
or variation to, or consensual cancellation of this Agreement shall be of any force
or effect, unless it is recorded in writing and signed by all the Parties.
18.4
The provisions
of clauses
2 to
19 shall survive the expiry, cancellation or termination of this
Agreement for any reason.
18.5
Nothing in
this Agreement constitutes either Party as the agent, principal, representative
or partner of the other, and no Party shall be entitled to hold out to any third
party that the relationship between the parties is that of a partnership, joint
venture or the like.
18.6
No failure
or delay by a Party to enforce any provision of this Agreement shall constitute
a waiver or suspension of such provision or affect in any way a Party’s right to
require performance of any such provision at any time in the future, nor shall the
waiver of any right arising from any subsequent breach nullify the effectiveness
of the provision itself.
18.7
No Party may
cede its rights and/or delegate its obligations under this Agreement without the
prior written consent of the other Party, provided that AAT shall be entitled to
cede its rights and/or delegate its obligations under this Agreement to any company
in the AAT Group without the consent of the other Party.
18.8
In the event
that any of the terms of this Agreement are found to be invalid, unlawful or unenforceable,
such terms will be severable from the remaining provisions, which shall remain of
full force and effect. If any invalid
term is capable of amendment to render it valid, the Parties agree to negotiate
in good faith an amendment to remove the invalidity.
18.9
If any conflict
arises in respect of the provisions contained in this Agreement and any annexure
attached hereto, the provisions contained in this Agreement shall take precedence.
18.10 Unless otherwise agreed in writing between
the Parties, no Party shall for the duration of this Agreement and for a period
of 12 (twelve) months after expiry or termination thereof for its own benefit or
as a representative of or agent for any third Party, persuade, induce, encourage,
procure or solicit (or procure such persuasion, inducement, encouragement, procurement
or solicitation of) the personnel of the other Party or of the AAT Group:
18.10.1 to become employed, or interested, directly
or indirectly in any manner whatsoever, by it or in any business which is in competition
with the business carried on by the other Party or by AAT;
or
18.10.2 to terminate his/her employment with
the other Party or with the AAT; or
18.10.3 to disclose any Intellectual Property
of the other Party or the AAT to any person not authorised by the owner of the Intellectual
Property to receive it.
18.11 This Agreement may be signed in two
or more counterparts, one or more of which may be delivered via telefax, and the
signed counterparts, taken together, shall constitute a binding agreement between
the Parties.
18.12 Each Party acknowledges that it does
not enter into this Agreement on the basis of and does not rely on any representation,
warranty or other provision, whether express or implied, except as expressly provided
in this Agreement. All conditions,
warranties or other terms implied by statute or common law are excluded to the fullest
extent permitted by the law of the
18.13 Each Party warrants that it is acting
as principal and not as agent for any other person, whether disclosed or otherwise.
18.14 This Agreement shall be governed by,
construed and interpreted in accordance with the laws of the
18.15 The Parties shall each pay their own
costs of negotiating, drafting, preparing and implementing this Agreement and any
annexure to it. If any Party is awarded
costs by an arbitrator or court, he shall be entitled to be reimbursed by the other
Party on the basis of Attorney and own client charges.
18.16 Information
or documents sent to AAT by e-mail shall be deemed to have been received by AAT
only once AAT has acknowledged receipt thereof in writing and visa versa.
19.1
In this Agreement,
unless the context requires otherwise -
19.1.1
words importing
any one gender shall include the other gender;
19.1.2
the singular
shall include the plural and vice versa;
19.1.3
a reference
to natural persons shall include created entities (incorporated or unincorporated)
and vice versa;
19.1.4
“Business
Day” means any day other than a Saturday, Sunday or any official public holiday
within the
19.1.5
any reference
to an enactment is to that enactment as at the Date of Signature, as amended or
re-enacted from time to time;
19.1.6
if any provision
in a definition is a substantive provision conferring rights or imposing obligations
on any Party, effect shall be given to it as if it were a substantive provision
in the body of this Agreement, notwithstanding that it is only in the definition
clause;
19.1.7
when any number
of days (whether Business Days or calendar days) is prescribed in this Agreement,
that number of days shall be reckoned exclusively of the first and inclusively of
the last day, unless the last day (in the case of calendar days) falls on a Saturday,
Sunday or official public holiday in the Republic of South Africa, in which event
the last day shall be the next succeeding Business Day;
19.1.8
when any number
of days is prescribed and it is not specified whether those days are Business Days
or calendar days, they shall be deemed to be calendar days;
and
19.1.9
expressions
or words defined in this Agreement shall bear the same meaning in the annexures
to this Agreement which do not themselves contain definitions for such expressions
or words.
19.2
The headings
in this Agreement have been inserted for convenience only and shall not be used
for nor assist or affect its interpretation.
19.3
Words and expressions
defined in any sub-clause shall, for the purposes of the clause of which that sub-clause
forms part, bear the meaning assigned to such words and expressions in that sub-clause.
19.4
If reference
is made in this Agreement to any other document for the purpose of defining words
and/or phrases used in this Agreement, the applicable definition or description
in such document shall be read and interpreted in terms of this Agreement as if
specifically incorporated herein.
ANNEXURE 1
SCHEDULE