Terms and Conditions

BACKBONE
STANDARD TERMS AND CONDITIONS

1.1. INTRODUCTION

1.1.1. These Terms and Conditions shall apply to all work undertaken and services provided by Backbone (Pty) Ltd (“Backbone”) to Client.

1.1.2. Please read these Terms and Conditions carefully. In particular, it is important to pay special attention to clauses in bold as these clauses may limit Backbone’s responsibility or involve some risk for Client.

1.1.3. By signing these Terms and Conditions, or otherwise authorising or instructing Backbone to proceed with the Services, Client explicitly acknowledges that he/she/it has read, understood and agrees to be bound by these Terms and Conditions.

1.1.4. Backbone’s Privacy Policy (Available on Request) describes how Client’s information shall be processed, used and treated. Backbone is entitled to process and use the Client’s information in accordance with the terms of the Backbone Privacy Policy for purposes of providing the Services to or on behalf of Client.

1.1.5. Acceptance of these Terms and Conditions by Client does not obligate Backbone to accept Client as a client or to provide any services to Client. Client should not assume that Backbone shall render any services or
undertake any work unless it has agreed to do so as set out in an Engagement Letter issued by Backbone to Client.

1.1.6. The Engagement Letter and these Terms and Conditions comprise the agreement that Backbone has with Client (“Agreement”).

1.2. DEFINITIONS

The following definitions shall apply to the Agreement:

1.2.1. “Client” means the person (natural or legal) receiving Services from Backbone and named in the Engagement Letter;

1.2.2. “Engagement Letter” means a written communication from Backbone to Client confirming that Backbone shall provide the Services as set out in such communication;

1.2.3. “SARS” means the South African Revenue Service established in terms ofthe South African Revenue Service Act 34 of 1997 (as amended) for administering the South African tax system and customs service;

1.2.4. “Services” means the services set out in the Engagement Letter, or as may be otherwise agreed between the parties, that Backbone agrees to provide to Client;

1.2.5. “Backbone” means Backbone Proprietary Limited with its offices at Roland Garros Building, The Campus, 57 Sloane Street, Bryanston, Johannesburg, 2021; and 2

1.2.6. “Work Product” means any written or oral opinion, advice or report that Backbone may create while providing the Services.

1.3. CAPACITY

1.3.1. Client may only agree upon these Terms and Conditions if he/she/it has legal capacity and is not precluded from doing so under any applicable laws. Client does not have the necessary legal capacity if, for example, a
court order has declared Client to be mentally unfit or if Client is under the age of 18.

1.3.2. If these Terms and Conditions are agreed upon on behalf of an organisation or company (legal person), then the person signing these Terms and Conditions warrants that he/she has the necessary authority to bind that organisation or company to these Terms and Conditions.

1.4. COMMENCEMENT AND DURATION

1.4.1. Each Engagement shall commence on signature date and shall automatically renew until such time as the agreement is terminated by either party on at least 30 (thirty) days prior notice, subject to the right of
either party to terminate the Engagement Letter in accordance with the Agreement.

1.5. SERVICES

1.5.1. Services shall be rendered at the rates specified in the Engagement Letter or, if not so specified, at Backbone’s then current standard rates.

1.6. RESOURCES

1.6.1. Our resources undergo periodic training and this, together with the taking of annual leave, may lead to resource turnover and lack of continuity. We will use our best endeavors to avoid any disruption to an engagement’s
progress.

1.6.2. Save as envisaged below, you agree not to make any offer of employment or to otherwise interfere with or entice away from the employment of any persons employed by Backbone. You further agree not to use such person’s services as an independent consultant or via a third party for a period of 12 months following the end of such person’s involvement, without the prior written consent of Backbone.

1.6.3. Should you make any offer of employment to any person currently employed by Backbone or who was employed by Backbone for the immediately preceding 12 month period from the date of such offer of employment, you will be liable for and pay to Backbone a placement fee equal to 40% of such resources total annual cost to company, excluding VAT.

1.7. INFORMATION, DOCUMENTATION AND INSTRUCTIONS

1.7.1. In general, to give Client the best advice and service, Backbone requires comprehensive instructions. Therefore if Backbone does not receive all the relevant information and documentation, Client may receive work
product based on incorrect assumptions.

1.7.2. Client warrants that the information and documentation that it shall provide from time to time to Backbone upon which Backbone shall base its calculations on behalf of Client, shall be true, correct, complete and
accurate to the best of Client’s knowledge and belief. Unless required by any applicable law, Backbone shall not be obliged to establish, and shall not be responsible for, the reliability, accuracy or completeness of any
information or documentation.

1.7.3. Client shall inform Backbone in writing of any information which may come to his/her/its attention or if any event or circumstance occurs that may be relevant to the Services.

1.7.4. If Backbone uncovers fraud or other irregularities relating to Client and/or the Services, Backbone shall notify Client, and Backbone and Client shall meet within thirty (30) days of such notice to take steps to remedy the situation. If the irregularity is not rectified by Client within thirty (30) days of the meeting, Backbone shall submit a written report to the appropriate regulatory board, setting out details of the irregularity, and
shall forward a copy of the report to Client.

1.8. FEES AND DISBURSEMENTS

1.8.1. The fees for the Services shall be stated in the Engagement Letter. Unless specifically stated otherwise in the Engagement Letter, all fees shall be subject to an annual review.

1.8.2. If Backbone provides any additional Services to or on behalf of Client from time to time, or should it be necessary for Client to consult with Backbone, Client shall pay Backbone Backbone’s standard hourly rates, or the hourly rate or fee as agreed upon by Client and Backbone.

1.8.3. Client shall be liable for all fees and disbursements.

1.8.4. Any disbursements that Backbone incurs on Client’s behalf in providing the Services shall be charged in addition to the fees.

1.8.5. All fees and costs are exclusive of value added tax (VAT) and such other taxes payable in respect of any Services provided by Backbone (except taxes based on the income of Backbone), which taxes shall be payable by
Client.

1.8.6. Unless otherwise agreed between the parties, fees shall be quoted, expressed and paid in Rand.

1.9. PAYMENT

1.9.1. The fees for the Services and any additional Services, shall and unless otherwise agreed in the engagement letter, will be invoiced in advance and payable 30 days from presentation of invoice.

1.9.2. Client shall make payment in full of all fees and disbursements. Client agrees that it does not have the right to deduct or set off any amounts that Backbone may owe Client against any amount that Client owes Backbone.

1.9.3. Payments for Services rendered are not refundable unless specifically agreed in writing by Backbone. Where work does not proceed to a conclusion or the engagement is terminated, Backbone shall charge for all Services rendered and work done, together with all disbursements incurred by Backbone in relation to the Services, up to the date of termination.

1.9.4. If any amounts are outstanding for more than 30 (thirty) days from the date of the invoice, then Backbone may:

1.9.4.1. stop providing the Services (Client agrees that Backbone shall not be responsible for any loss or damages resulting from such suspension);

1.9.4.2. charge Client interest at the rate of interest as prescribed by the Prescribed Rate of Interest Act 55 of 1975 (as amended), which is currently 9% per annum, from the due date for payment until date of receipt of payment by Backbone; and

1.9.4.3. exercise a lien over any documents in Backbone’s possession.

1.10. VAT

1.10.1. VAT may be applicable by law to the provision of the Services to Client.

1.10.2. All fees quoted are exclusive of value added tax (VAT). Backbone shall pass on to Client any applicable VAT in respect of both fees and disbursements.

1.10.3. Backbone relies on representations made by Client to determine whether the Services are VAT exempt or subject to the zero rate rules. If Services treated as VAT exempt or subject to the zero rate are later found to be
taxable, Client agrees to pay to Backbone the amount of the VAT, as well as any penalties or interest resulting from failure to pay VAT. Similarly, Backbone shall reimburse Client if it mistakenly charged VAT and
subsequently recovered that VAT from the tax authority.

1.11. CONFIDENTIALITY

1.11.1. Backbone will keep confidential all information obtained from client, unless the information is in the public domain or required to be disclosed in terms of law.

1.11.2. Backbone reserves the right to use the name of the client as a reference in proposals or other similar submissions to other prospective clients, unless the client expressly forbids such disclosure.

1.12. ANTIMONEY

LAUNDERING PROCEDURES

1.12.1. Backbone has a legal duty to verify the identity of all its clients, and, in the case of corporate clients, to establish their beneficial owners and to verify the identity of the beneficial owners, by obtaining satisfactory
evidence of identity. The precise nature of the evidence required shall vary according to circumstances, including the nature of Client’s organisation or trading vehicle (where Client is not an individual).

Backbone shall set out these know your client requirements and request copies of the required documentation.

Additionally to the legislative requirements, Backbone requires corporate clients to provide evidence of their ultimate beneficial ownership.

1.13. TERMINATION

1.13.1. An event of default shall occur if:

1.13.1.1. Client fails to pay any fees or other amount owing by it to Backbone on due date and which is not remedied within 5 (five) days of receipt of written notice requiring it to do so;

1.13.1.2. a party commits any other breach of any provision of the Agreement and fails to remedy that breach within a period of 30 (thirty) days after receipt of written notice requiring it to do so;

1.13.1.3. a party effects, or attempt to effect, a compromise or composition with its creditors;

1.13.1.4. a party defaults or threatens to default in payment of its liabilities generally, or ceases or threatens to cease to carry on business;

1.13.1.5. a party commits an act of insolvency as set out in section 8 of the Insolvency Act 24 of 1936; or
1.13.1.6. a party is sequestrated or liquidated (whether provisionally or finally) or passes a resolution to commence business rescue proceedings, or if business rescue proceedings are otherwise commenced.

1.13.2. If an event of default occurs, the non-defaulting party shall, without prejudice to any other rights that it may have under the Agreement or in law, to terminate the Agreement and/or claim immediate specific performance of all of the defaulting party’s obligations, in either event without prejudice to its rights to claim damages.

1.14. LIMITATION OF LIABILITY

1.14.1. To the fullest extent permissible by applicable law, and save for any damages or losses falling within the ambit of section 51(1)(c) of the Consumer Protection Act 68 of 2008 (as amended), where applicable, Client expressly understands and agrees that:

1.14.1.1. each party’s maximum liability for damages and losses shall be limited to the fees payable by client to Backbone for the services. (other than for the payment of fees by Client to Backbone for the Services); and

1.14.1.2. no party shall be liable for any indirect, special or consequential damages and/or losses or any loss of material, data, business or profits,

1.14.1.3. arising from or related to the Agreement even if Client or Backbone have been advised of the possibility of such loss or damages and whether such claim, loss or damage results from breach of contract, delict or any other
cause without limitation.

1.14.2. The Services are rendered by a company (legal person), and Client agrees not to pursue any action against any individual director, employee or consultant of Backbone in respect of any claim.

1.15. RECORD KEEPING

1.15.1. In the interest of storage space, Backbone may destroy any data and files (except documents in safe custody) at any time 5 (five) years after the date of its final invoice to Client in respect of the Services to which the documents relate or, if the Services are in respect of income tax returns, at any time 5 (five) years after the date of the submission of the return.

Client should let Backbone know if Client would like to make other arrangements.

1.16. WORK PRODUCT

1.16.1. Backbone shall own the copyright and all other intellectual property rights in the Service, the processes and procedures used in the provision of the Services and Work Product, as well as any original ideas created by it in the course of providing the Services.

1.16.2. While rendering the Services, Backbone may provide oral interim opinions, advice and/or reports. However, Client should only rely upon Backbone’s final written Work Product.

1.16.3. Should any event or circumstance occur that may have an effect on the Work Product, Backbone shall not be obliged to update or amend its final written Work Product.

1.16.4. If Backbone provides any Work Product or other document to Client or to another party, and changes are made to the Work Product or document, Backbone shall not be responsible for any loss or damages caused by the changes, unless Backbone has specifically approved the changes in writing and signed by its duly authorised representative.

1.16.5. The Services and Work Product is for the benefit and information of Client only. Client agrees not to disclose the Work Product to any third party without the prior written consent of Backbone save that Client may
disclose it to its professional advisors for seeking advice about the Services. The Work Product may only be copied for Client’s own personal use or for internal purposes (as the case may be).

1.17. ADDRESS FOR LEGAL NOTICES

1.17.1. Your physical (street) address set out in the Engagement Letter is your chosen address for receiving any legal proceedings and legal notices (for example, a summons).

1.17.2. Backbone shall assume that Client has received any notice that it has sent to Client within 7 (seven) days of posting, or on the same day if delivered by hand or sent by email.

1.17.3. Client must notify Backbone immediately of any change of address.

1.17.4. Backbone chooses as its address for purpose of receiving legal proceedings and legal notices, at Roland Garros Building, The Campus, 57 Sloane Street, Bryanston, Johannesburg, 2021; and For the attention of the
“The Directors”

1.18. GENERAL

1.18.1. The Agreement sets out the entire agreement between Backbone and Client for the provision of the Services. No change or amendment to the Agreement shall be of any effect unless in writing and signed by an authorised representative of Backbone and Client.

1.18.2. Neither Backbone nor Client shall be liable for any failure or delay in performing its/his/her obligations (other than Client’s payment obligations) if such failure or delay is caused by circumstances beyond its reasonable control.

1.18.3. No party shall be bound by any term, representation, warranty or promise not stated in the Agreement.

1.18.4. South African law governs the Agreement.

1.18.5. Backbone may institute action against Client in a Magistrates’ Court, even if its claim against Client is greater than would otherwise be allowed.

1.18.6. No favour, concession, indulgence, extension of time that Backbone may allow Client shall affect or substitute any of Backbone’s rights against Client.

1.18.7. Each clause and paragraph of the Agreement is a separate and independent provision. If any provision is found to be invalid, illegal or unenforceable, such provision shall not affect the remaining provisions, which shall remain binding.

1.18.8. Termination of the Agreement, or one or more of the rights and obligations, shall not affect any provisions of the Agreement that are intended to continue to have effect and apply after such termination.

1.18.9. Neither Client nor Backbone may transfer or assign any of the rights and obligations under the Agreement unless in writing and signed by an authorised representative of Backbone and Client.

1.18.10. The parties’ rights and obligations shall be binding upon and inure to (i.e. come into legal effect) the benefit of the parties and their respective successors and permitted assigns.

1.18.11. Nothing in the Agreement shall be interpreted or regarded as binding Backbone to the provisions of the Consumer Protection Act, 68 of 2008 (as amended) in instances where such Act would not otherwise be binding on
them by virtue of its provisions.

TOP