Terms and Conditions

INTRODUCTION:

1. The Customer (as defined in the Application attached to this Agreement) agrees that –
1.1. these standard terms and conditions, together with any other terms and conditions which may be reflected on any other CoCre8 document, as referred to herein (“Terms and Conditions“) determine the rights and obligations of CoCre8 and of the Customer in respect of every order, purchase and sale, between CoCre8 Technology Solutions (Pty) Ltd and/or any of its subsidiaries or holding company/ies from time to time (“CoCre8“) and the Customer for any products and/or services supplied and/or rendered by CoCre8;
1.2. this Agreement represents the entire agreement between the Customer and CoCre8 and that no alterations or additions to this Agreement may be effected by the Customer unless agreed to by both parties hereto (“Parties“), reduced to writing and signed by the Customer and a duly authorised representative of CoCre8;
1.3. this Agreement will govern all future contractual relationships between the Parties;
1.4. this Agreement is applicable to all existing debts and future debts between the Parties;
1.5. this Agreement is final and binding and is not subject to any suspensive or resolutive terms or conditions;
1.6. any conflicting conditions stipulated by the Customer are expressly excluded;
1.7. CoCre8 hereby expressly objects to and rejects all terms and conditions in the Customer’s purchase order, confirmation or other writing, of whatever kind, inconsistent with or in addition to the terms and conditions of this Agreement. Such inconsistent and additional terms and conditions will not bind CoCre8 unless expressly approved in writing by CoCre8 making specific reference to the inconsistent or additional term or condition;
1.8. these terms and conditions supersede any terms and conditions of sale, purchase, order or the like, without prejudice to any security or guarantees held by CoCre8; and
1.9. by placing an order with CoCre8, the Customer accepts the provisions of this Agreement without restriction or limitation, unless expressly agreed in writing by CoCre8 when accepting the order.
2. Subject to applicable laws, CoCre8 reserves the right to unilaterally vary or amend this Agreement from time to time upon written notice to the Customer, in which event any such variation or amendment will take effect from the date of such written notice. In the event that this Agreement has been varied or amended by CoCre8 prior to the delivery of any goods and/or services ordered by the Customer, the Customer will be entitled to cancel its order for those goods and/or services if any such variation or amendment will adversely affect the Customer’s purchase of the goods and/or services. The Customer will be under no obligation to place any new orders for goods and/or services after notice of any such variation or amendment to this Agreement, provided that any new orders placed by the Customer, or a failure by the Customer to cancel any existing orders, after any such notice of variation or amendment of this Agreement will be deemed to constitute a full acceptance by the Customer of the variations or amendments to this Agreement.
3. CPA AND NCA
3.1. This Agreement applies to the contractual relationship between CoCre8 and the Customer and is subject to the –
3.1.1. Consumer Protection Act, No 68 of 2008 (“CPA“); and/or
3.1.2. National Credit Act, No 34 of 2005 (“NCA“),
where the Customer is a natural person (being a living, identifiable individual acting in his/her own name or operating as a sole proprietor) or a juristic person (being a company, close corporation, body corporate, partnership, or association or trust) who qualifies as a consumer for purposes of the CPA or a consumer or juristic person for purposes of the NCA.
3.2. Where the Customer is a consumer or a juristic person for purposes of the CPA and/or the NCA, it will enjoy the benefit of the CPA and/or the NCA irrespective of whether the rights are explicitly stated in this Agreement or not or whether anything herein provides otherwise.
3.3. Where the Customer is not a consumer or juristic person for purposes of the CPA and/or the NCA, it will enjoy only the benefit of the

Delivery shall be made to the Customer’s delivery address as shown on the Equipment Order. The costs of any structural or other alterations or special hoisting gear or other equipment required to effect such delivery shall be borne by the Customer. Risk of loss or damage to the Equipment shall pass to the Customer upon delivery.
E3.2 Installation
Unless otherwise indicated on the Equipment Order, CoCre8 shall install each unit of Equipment at the Customer’s premises at CoCre8’s then current installation rates. Such installation shall be effected during CoCre8’s normal business hours as advised by CoCre8 from time to time, unless otherwise agreed by the parties in writing. The Equipment shall be deemed to have been installed when it shall have passed the applicable CoCre8 installation tests. If CoCre8 is not required to install the Equipment, the Equipment shall be deemed to have been installed five days after the Equipment in question is delivered to the Customer.
E3.3 Delivery/Installation
CoCre8 shall endeavour to ensure that the Equipment shall be delivered/installed on or about any dates agreed by CoCre8 and the Customer as mutually convenient for delivery and/or installation of the Equipment but shall not in any circumstances have any liability for any delay in such said delivery or installation.
E3.4 Site preparation
CoCre8 shall supply the information necessary to enable the Customer to prepare its premises for installation of the Equipment. The Customer shall, at its expense, prior to Equipment installation, install all electrical and communications wiring, carry out any necessary structural work and obtain any consents necessary for the installation of the Equipment and its connection to telecommunications lines.
E4 EQUIPMENT WARRANTY
E4.1 Unless otherwise indicated on the Equipment Order, CoCre8 warrants that the Equipment will conform to its Product Description applicable to the Equipment and that any defect in material or workmanship discovered in any unit of Equipment or any non-conformance to the Product Description will be rectified by repair, replacement or adjustment at CoCre8’s discretion in terms of current published Equipment Warranty Service Description relating to the Equipment, provided that the Equipment has not been modified or repaired or maintained other than by CoCre8 and has been operated in accordance with CoCre8’s recommendations. For the purposes of this paragraph E4.1, the expression “unit of Equipment” shall not include software or firmware elements (other than the physical components upon which the same resides) contained in Equipment. Such software and firmware shall have the benefit of, and be subject to, the terms and conditions applicable to Programs and Services recorded in S1-S7 and L1-L10 below.
E4.2 CoCre8’s obligation under the above warranty shall be as recorded in E4.1 and shall be CoCre8’s sole liability and it shall have no other liability whatsoever as regards the quality, or fitness for purpose of the Equipment or for any loss or damage whether in contract, delict or otherwise and all other representations, conditions, warranties and terms whether express or implied by law are expressly excluded from these Terms and Conditions, to the extent permissible in law.
E4.3 Except where indicated to the contrary on the Equipment Order, all warranty services shall be performed at CoCre8’s workshop premises to which the Customer shall, at its own risk and expense, return the Equipment properly packed with proof of purchase and with a description of the alleged defect. When the repair is affected, CoCre8 will inform the Customer and the Customer will be responsible for collecting the repaired Equipment as soon as possible thereafter. Items and parts replaced in the course of repair shall become the property of CoCre8.
E4.4 All Equipment must be collected by the Customer from CoCre8 within 30 days of being notified by CoCre8 that the Equipment is ready for collection, failing which –
(i) the Customer will be charged storage fees as per CoCre8’s storage rates from time to time, chargeable from the date of such notice; and
(ii) CoCre8 shall be entitled to sell any uncollected Equipment to defray the costs of such repairs.
NOTE: The General Terms and Conditions recorded in G1-G11 below apply to the Sale of Equipment.
TERMS AND CONDITIONS APPLICABLE TO THE HIRE OF EQUIPMENT
H1. HIRE
H1.1 CoCre8 hereby undertakes to supply on hire the Equipment shown on the Equipment Hire and Service Order Form (hereinafter referred to as the “Hire Order”) at the hire charges indicated on the Hire Order and subject to these Terms and Conditions and any other terms and conditions which the Hire Order may reflect.

not) and shall indemnify CoCre8 against any claim made in respect of such damage;
(ix) shall use the Equipment only for the purpose for which it is intended and only in accordance with the relevant “Product Description” relating to the Equipment.
H5.2 The Customer shall not sell, assign, sub-hire, pledge, charge or part with possession of or otherwise deal with the Equipment or any interest therein nor create nor allow to be created any lien on the Equipment and in the event of any breach of this provision CoCre8 shall be entitled (but not obliged) to pay to any third party such sum as is necessary to procure the release of the Equipment from any charge or encumbrance or lien and shall be entitled to recover such sum from the Customer forthwith. The Customer shall, forthwith after delivery of the Equipment, advise the Landlord of the premises where the Equipment is to be kept, of CoCre8’s title to the Equipment, and shall on demand furnish CoCre8 with a copy of such advice.
H5.3 The Customer shall not interfere with any marks or plates indicating ownership of any item of equipment.
H6. CHARGES AND PAYMENTS
H6.1 Hire charges shall be paid in advance as stated on the Hire Order and in accordance with these Terms and Conditions. CoCre8 reserves the right to modify the charges so that such charges accord with CoCre8’s ruling prices on the date of delivery of the Equipment.
H6.2 CoCre8 may from time to time modify hire charges by not less than 30 days’ written notice effective at the end of one year following the date of installation of the Equipment as defined below, or at any time thereafter by not less than 30 days’ written notice, provided that no increased charge will exceed a charge in accordance with the appropriate CoCre8 standard scales of charges in force from time to time.
H6.3 Ad valorem duty and customs surcharge
CoCre8 shall be entitled to claim and recover from the Customer the ad valorem duty and customs surcharges at the rates stipulated on the relevant order If there should be any change in such rates prior to delivery, CoCre8 shall have the right (but not the obligation) to adjust the charges to conform with those rates current at time of delivery.
H6.4 Variations to exchange rates
If so provided on the Hire Order, the hire charges stated will be subject to an adjustment factor in accordance with variations in the Sterling and/or US Dollar and/or other currencies to the Rand exchange rate between the date of acceptance by CoCre8 of the Hire Order and the date of delivery of the Equipment to the Customer. These hire charges will be adjusted either upwards or downwards in accordance with the published CoCre8 factor ruling, reflecting such exchange rate variations, on the date of delivery of the Equipment to the Customer.
H7. DELIVERY AND INSTALLATION
H7.1 Delivery
CoCre8 will deliver each unit of Equipment to the Customer’s delivery address as shown on the Hire Order. This will not include the cost of any structural or other alteration or special hoisting gear or other equipment required to effect such delivery, the costs of which shall be borne by the Customer. Risk of loss of and damage to the Equipment shall pass to the Customer upon delivery.
H7.2 Delivery/installation
CoCre8 shall endeavour to ensure that the Equipment shall be delivered/installed on or about the dates agreed by CoCre8 and the Customer as mutually convenient for delivery and/or installation of the Equipment but shall not in any circumstances have any liability for any delay in such said delivery or installation.
H7.3 Site preparation
CoCre8 shall supply the information necessary to enable the Customer to prepare its premises for installation of the Equipment. The Customer shall, at its expense, prior to Equipment installation, install all electrical and communications wiring, carry out any necessary structural work and obtain any consents necessary for the installation of the Equipment and its connection to telecommunications lines.
H7.4 Installation
Unless otherwise indicated on the Hire Order, CoCre8 shall install each unit of Equipment at the Customer’s delivery address as shown on the Hire Order at CoCre8’s then current installation rates. Such installation shall be effected during CoCre8’s normal business hours as advised by CoCre8 from time to time, unless otherwise agreed by the parties in writing. The Equipment shall be deemed to have been installed when it shall have passed the applicable CoCre8 installation tests. If CoCre8 is not required to install the Equipment, the Equipment shall be deemed to have been installed five days after the unit in question is delivered to the Customer.
NOTE: The General Terms and Conditions recorded in G1-G11 below apply to the Hire of Equipment.

S3.2 The Customer shall be deemed to have been granted a licence to use any program or material supplied to him by CoCre8 in performance of the relevant Services subject to receipt by CoCre8 in full of the applicable price or charge stipulated in the Services Order and in these Terms and Conditions. The said licence shall not entitle the Customer to grant any sub-licence nor to provide any aforesaid program or material for use or copying by any third party nor is any licence hereby granted or implied in relation to diagnostic materials to which the provisions of the General Terms and Conditions shall apply.
S4. PERFORMANCE
CoCre8 shall employ reasonable care and skill in the performance of Services and take all reasonable and practical steps to avoid or ameliorate any default on its part in carrying out the same but it will not be liable for any claim whatsoever or howsoever arising whether in contract, delict or otherwise for any delay or act or omission on its part in relation to the Services save where such exclusion of liability shall be prohibited by law.
S5. COMMENCEMENT
The commencement date of Services in relation to Programs and Equipment shall be either the day of installation in the case of newly installed Equipment and Programs, or for previously installed Equipment and programs, the date indicated on the Services Order. Services shall continue from the commencement date for each unit of Equipment or Program until (in the case of Services agreed to be provided for an indeterminate period) either party terminates the Services by giving the other party not less than ninety (90) days’ prior written notice of termination. In the case of Services agreed to be provided for a specified minimum period of time, termination as aforementioned shall (other than for reason of breach by either party) only be effected after the minimum period has elapsed and then by not less than 30 days’ written notice.
S6. SERVICE CHARGES
S6.1 From time to time, CoCre8 may increase charges for Services which are payable on a periodic basis provided that CoCre8 gives the Customers at least thirty (30) days’ prior notice of each such increase. In the event of any such increase, the Customer may by written notice to CoCre8 terminate Services provided that CoCre8 receives such written notice prior to the effective date of such increase.
S6.2 Charges for parts, components and materials, and for magnetic media, stationery, and other supplies, where not expressly included in the Services charge, are separately payable by the Customer.
S6.3 Except when expressly included in the Services charge, the Customer will be responsible for any travel time and expense (including accommodation) at CoCre8’s current standard rates, where the service is to be performed at a location more than 40 kilometres from CoCre8’s nearest Service Centre.
S7. ACCESS: FACILITIES
To facilitate provision of Services, the Customer shall:
(i) provide CoCre8 with full and free access to all relevant information, Equipment and Programs;
(ii) make available to CoCre8’s personnel appropriate staff who are familiar with the Customer’s operations, programs and/or applications;
(iii) provide suitable working space and facilities and suitable safe storage for service equipment, spare parts and manuals;
(iv) keep at its premises for use by CoCre8 the latest issues of such CoCre8 programs as are used by the Customer;
(v) consent to and/or arrange for the temporary disconnection and/ or isolation of any non-CoCre8 supplied and/or maintained equipment if in CoCre8’s reasonable opinion such action will better assist CoCre8 in the diagnosis and identification of faults;
(vi) at CoCre8’s request, keep a record of use of the Equipment and Programs in the manner prescribed by CoCre8 and make available such records as and when CoCre8 may reasonably require;
(vii) at its own expense provide such telecommunications and other facilities as are reasonably required by CoCre8 for diagnostic and testing purposes and bear the costs of the use of these facilities by CoCre8.
S8. RETURN TO SUPPORT POLICY
S8.1 The CoCre8 Return to Support Policy is applicable to CoCre8 supported hardware and/or Operating System products in cases where a Warranty or a support contract has lapsed on any given product. A “Return to Support” fee shall apply and the Equipment shall meet all support eligibility criteria for CoCre8 supported hardware and Operating System support.
S8.2 Return to Support Fee
The Return to Support fee is calculated as follows:
(i) “Current monthly support charge” multiplied by “the number of months the product was not covered under contract” plus “Inspection fee”;

L2.1 CoCre8 shall deliver to the Customer one copy of each Program subject to a Primary Licence on media supplied by CoCre8 at the Customer’s expense.
L2.2 Programs subject to a Secondary Licence or Extension Licence shall be used or copied for use by the Customer himself as necessary but only with the Authorised Equipment. All costs associated with the installation of Programs shall be borne by the Customer. The Customer may also make copies needed for operational security. Except as provided above in this paragraph no other copies of the Programs may be made by the Customer. The Customer shall reproduce all CoCre8 copyright and other proprietary notices on all copies of the Programs.
L3. LICENCE CHARGES
L3.1 Licence charges are payable in accordance with the terms on the PL Order Form. Periodic licence charges are payable in advance from the date of licence commencement, referred to in L10.1 below.
L3.2 CoCre8 may increase periodic licence charges from time to time by not less than thirty (30) days prior to written notice to the Customer.
L4. DOCUMENTATION
CoCre8 shall deliver to the Customer’s Primary Licence location(s) as described on the PL Order one copy of the standard CoCre8 documentation to assist the Customer in the use of the Programs. The Customer may not copy documentation without CoCre8’s prior written consent. CoCre8 shall endeavour to ensure prompt delivery of Programs and any associated documentation on any dates agreed between CoCre8 and the Customer but shall not in any circumstances have any liability for any delay in such delivery.
L5. PROGRAM WARRANTY
L5.1 CoCre8 warrants that, if within ninety (90) days after delivery of a Program subject to a Primary Licence it is reported to CoCre8 that the Program contains an intrinsic error or does not when properly used on the applicable Authorised Equipment materially conform to CoCre8’s appropriate Product Description published at the date of acceptance by CoCre8 of the PL Order then CoCre8 will, unless stipulated otherwise by CoCre8 on the PL Order, use every reasonable effort to remedy any errors by way of error correction or avoidance action. Due to the nature of Programs, no guarantee is given of uninterrupted or error free running or that all errors will be rectified by error correction or avoidance action and CoCre8 shall not be liable for any claim whatsoever or howsoever arising whether in contract, delict or otherwise for any failure on its part to effect a successful error correction or avoidance action.
L5.2 CoCre8’s obligation under the above warranty shall be as recorded in L5.1 and shall be CoCre8’s sole liability and CoCre8 shall have no other liability whatsoever as regards the quality, or fitness for purpose of any Program or for any loss or damage whether in contract, delict or otherwise and all other representations, conditions, warranties and terms whether express or implied, statutory or otherwise are hereby excluded save where not capable of exclusion at law.
L5.3 CoCre8’s warranty service is provided in terms of CoCre8’s Program Warranty Service Description published by CoCre8 as at the date of acceptance by CoCre8 of the PL Order.
L6. PROGRAM SUPPORT
After the period of 90 days referred to in L5.1 has expired CoCre8 shall continue to provide the error correction and avoidance service as specified in paragraph L5 at CoCre8’s current rates. CoCre8 reserves the right to withdraw the availability of such service upon six (6) months’ written notice to take effect at any time but will not do so (save for breach of contract by the Customer) for so long as CoCre8 is offering the service for the Program to other Customers generally.
L7. MODIFYING, MERGING AND OTHER USES
L7.1 Save as provided in L8 below, the Customer may modify the Programs (other than in the microcode or operating systems) and may merge the Programs with other data and/or programs. This CoCre8 Program Licence applies to all parts of any Programs, which continue to subsist within the results of any aforesaid modification or merger. The Customer undertakes to inform CoCre8 promptly of any aforesaid modification and to furnish CoCre8 at its request with any information or data reasonably required by CoCre8 to enable it to understand, reproduce and use the results of such modification and CoCre8 shall be deemed to have been granted a free, irrevocable, sub-licensable, worldwide licence to exploit such said results, with effect from the date of the Customer having made such modification.
L7.2 If programs not supplied by CoCre8 are used with the Programs and such non-CoCre8 supplied programs increase CoCre8’s support obligations with respect to the Programs, or if any Programs are modified or merged by or on behalf of the Customer other than by CoCre8, then CoCre8 shall have no further obligations, including support obligations, regarding the Programs as merged or modified and CoCre8 may charge the Customer for

I3.2 The customer shall appoint a responsible, knowledgeable contact person, unless this should not be required considering the scope and the extent of the specific service performance.
I3.3 The customer shall assist CoCre8 with the performance of its services and in the context of its obligations to cooperate, provide in good time all the documents, information and data required to perform the services, as well as obtain any necessary licenses and issue any approvals.
I3.4 The customer shall at its own expense and on its own responsibility provide and install any hardware and software prerequisites as well as any network connections, which are needed to provide the works and services agreed under these terms and conditions and to maintain the customer’s operations during service delivery.
I3.5 The customer is to ensure the diligent and comprehensive back up of all relevant data so that in case of any damage or loss of such data, its recovery is possible at any time and without greater effort. In addition, the customer shall take all technical and/or organizational measures in order to enable works and service delivery by CoCre8 or a subcontractor of CoCre8 as agreed.
I3.6 If the customer does not meet its obligations to cooperate in good time or sufficiently, CoCre8 shall then be entitled to substitute the necessary services at the customer’s expense.
I4 PLACE OF FULFILMENT, PERSONNEL, REMOTE SERVICE PERFORMANCE
I4.1 In as far as is necessary to fulfil the agreement, CoCre8 shall also provide the agreed services at the customer’s premises. The customer shall provide CoCre8 with unhindered access to the premises. Even where on premises works and services are performed the employees of CoCre8 shall under no circumstances enter a working relationship with the customer. The customer shall direct requests concerning the works and services to be provided exclusively to the contact person nominated by CoCre8 and shall refrain from giving any direct instructions to CoCre8 employees and/or subcontractors.
I4.2 Customer acknowledges and agrees that CoCre8 is free to deploy, direct and control its staff at its own reasonable discretion. This particularly applies to the selection of the specific employees, orders regarding working hours and overtime, the setting of holidays, attendance supervision and monitoring of work processes.
I4.3 If on the basis of this agreement a working hierarchical relationship should arise between CoCre8 and Customer personnel due to mandatory legal requirements, the Customer shall bear all additional costs that CoCre8 incurs, unless employment of the personnel has been expressly agreed.
I4.4 Remote Service Performance
I4.4.1 If and insofar as the services as reflected in the respective service data sheet, Service Description or Statement of Work are provided wholly or partially via remote maintenance/remote access (remote services), the Customer shall – in addition to the required telecommunication and Internet connections (including the provision of functioning browser software) – be obliged to accept and implement the installation of a standard software utility program for remote access (remote access tool) to be provided by CoCre8 as well as to ensure its functioning for the duration of the service agreement. Depending on the remote access tool used, it is also possible for merely a temporary download of software elements to be necessary. The property rights to the respective remote access tool shall remain with the respective owner at all times.
I4.4.2 During the installation or downloading of the respective remote access tool the Customer will be requested to accept the software license agreement of the respective software manufacturer and the corresponding data privacy regulations that are attached to the installation routine or download procedure. Upon request, CoCre8 shall at any time also provide the Customer with the appropriate regulations in advance. The use of the respective remote access tool shall also be subject to the terms and conditions of this service agreement as well as the conditions of any additional manufacturer warranty that may be applicable. If and to the extent that the Customer does not accept the appropriate regulations of the software licensor, installation/download of the remote access tool as well as the associated remote service delivery by CoCre8 will be deemed impossible for technical reasons beyond CoCre8’s control. Any resulting service restrictions, in particular breaches of the agreed service levels due to the Customer’s refusal to allow remote access, shall not be the responsibility of CoCre8 and shall be borne by the Customer.
I4.4.3 CoCre8 support engineers shall obtain remote access to the Customer systems for the purpose of problem elimination with the aid of the respective remote access tool. The use of this remote access tool for problem elimination by support engineers shall include the analysis of the Customer’s system configuration, the displaying and processing of the Customer’s files and registry, the displaying of the Customer’s screen as well as the displaying of comments on the Customer’s screen and the assumption of control over the Customer system. If and to the extent that

(i) the Customer confirms compliance with contractual agreements or the agreed acceptance criteria, or
(ii) the Customer does not notify CoCre8 of any material or major deficiencies in writing during the acceptance period, or
(iii) the Customer puts the work results to use at the end of the acceptance period without reservation.
I6.2 Any deficiencies/errors found during acceptance must be notified to CoCre8 within 3 (three) days. CoCre8 shall eliminate these deficiencies/errors free of charge within a reasonable period. If the deficiencies/errors in question are significant, CoCre8 shall – after the elimination of these deficiencies – provide the relevant work in order to continue the acceptance process.
I6.3 CoCre8 offers no warranty for any changes made to the work after acceptance.
I6.4 If and insofar as a formal acceptance has not been agreed, the satisfactory contractual conclusion of the service shall be confirmed by the Customer signing a proof of performance report without undue delay following CoCre8’s performance of the agreed service or service elements. Despite the absence of the Customer’s signature the activity report shall be deemed approved if the Customer does not make any substantiated objections in writing within 3 (three) days after receipt of the report.
I7 REMUNERATION
I7.1 Subject to Clause G1 below, CoCre8 shall calculate its services on the basis of working, travel and waiting times according to its list prices valid at the time of the performance or as otherwise agreed. If hourly or daily rates are used for the calculation, each hour of work or each day of work started shall be calculated proportionately. In case of billing based on hourly rates any started hour will be billed at half the hourly rate if the accrued service time is <30min and at the full hourly rate if the accrued time is > 30min. In case of billing based on daily rates any started day will be billed at half the daily rate if the accrued service time is <4h and at the full daily rate if the accrued service time is > 4h.The services provided shall be invoiced against CoCre8 proof of performance records.
I7.2 In case of a time and material billing by CoCre8 as set out under section I7.1, the Customer shall additionally reimburse any incidental costs of CoCre8 in the amount actually incurred, e.g. for necessary travel and external accommodation. The incidental costs shall be shown separately in the invoice. The following rates shall be refunded for:
(i) Motor vehicles; with rental cars the costs actually incurred, and with an own motor vehicle a charge rate per kilometre driven as set out in the then current price list.
(ii) Rail travel – second class tickets;
(iii) Air travel – Economy class flights;
(iv) Accommodation, the costs actually incurred (reservation in accordance with CoCre8 travel policy).
I7.3 CoCre8 reserves the right to invoice additional charges for works and services that are upon Customer request or out of necessity provided outside normal CoCre8 business hours in accordance with the price list valid at the time of the specific performance.
I7.4 All prices are stated exclusive of statutory value added tax.
I7.5 All payments are due within 30 (thirty) days of date of invoice without any deduction. The Customer is in default if payment is not made accordingly. The rights and remedies of CoCre8 in case of any default in payment, especially with regard to interest for default and damages, shall be determined in accordance with the corresponding statutory regulations.
I8 RIGHTS TO USE WORK RESULTS
I8.1 All the work results created within the framework of this agreement which are capable of being protected, are protected by copyright and/or other intellectual property rights as the case may be. The work results may only be used by the Customer upon payment of the agreed remuneration, only in the context of and solely for the purposes of this agreement, and must not be made accessible to any third parties outside the purpose of the agreement. Unless expressly agreed otherwise the Customer may only reproduce and pass on work results and/or corresponding documentation subject to the prior written approval of CoCre8.
I8.2 CoCre8 remains entitled to free-of-charge shared use and any other use of its ideas, concepts, experiences, tools, program development components, technologies, surveys and other work results that were used or developed during the provision of the works and services.
I8.3 Records, documentation and similar documents that were left with the Customer during this agreement shall remain, unless agreed otherwise, the property of CoCre8 and its subcontractors and should, if requested, be returned within a reasonable time from the cessation of the agreement. Where required for the contractual use of the work results by Customer, Customer may retain copies of such records, documentation or similar documents for internal use.

(i) any goods which are returnable under the CPA, but specifically excluding goods which are defective, within 10 days; or
(ii) any defective goods, within 6 months,
of receipt by the Customer of such goods, of any reason for their return in respect of goods referred to in clause (i) or defects to the quality of the goods in respect of goods referred to in clause (ii), which it has identified, failing which the Customer will be deemed to have inspected and verified the goods delivered to it and confirmed the good quality of the goods free from any and all defects, and the correctness of the order. To the extent permitted in law, CoCre8’s liability to the Customer in respect of any returned goods timeously in accordance with this clause shall be limited to the remedies set out in these Terms and Conditions.
G1A.3 To the extent that the CPA is not applicable, the same provisions of clause G1A.2 shall apply, except that notice to CoCre8 and any goods returned to CoCre8, whether defective or not, must be made –
(i) in respect of quality disputes (being in respect of any physical damage of the good and/or to the packaging of the good which could be identified upon delivery thereof), within 72 hours of receipt by the Customer of such goods; and/or
(ii) in respect of performance disputes (being in respect of non-conformance with the requested specifications listed on the relevant Purchase Order), within 7 days of the receipt by the Customer of such goods.
G2. RETENTION OF TITLE
Title to any goods sold by CoCre8 to Customer shall be retained by CoCre8 until it is in receipt of payment in full of the contract price payable.
G3. SPECIFICATIONS
G3.1 Substitutions and modifications
CoCre8 may substitute or modify any Equipment, Program or Services agreed to be supplied to the Customer provided that any substituted or modified item shall be substantially equivalent in performance and capabilities to the Equipment, Program or Services originally ordered.
G3.2 Data transmission
The Customer accepts and acknowledges that the ability of any unit of Equipment to meet its data transmission speed specifications (if any) is subject to limitations imposed on the use of telecommunications lines by the agency furnishing such lines and to the availability of telecommunication equipment and lines.
G4. CARE AND USE
The Customer shall use the Equipment and Programs in the manner contemplated by CoCre8’s Product Description relating thereto. The Customer shall supervise, manage and control the proper use of the Equipment and Programs (including routine Customer maintenance, if any) in the manner that CoCre8 may reasonably specify from time to time. The Customer shall also ensure that adequate backup plans, restart procedures, checks for accuracy and security of data together with other necessary procedures and controls are provided by the Customer to meet its requirements.
G5. LIMITATION OF LIABILITY
G5.1 Save and to the extent that an exclusion or limitation of liability shall be prohibited by law, CoCre8’s liability for any and all claims, whether in contract, delict or otherwise, or whether related to any one event or series of connected events shall not exceed the lesser of the price paid for the item of Equipment, Program or Service in respect of which liability arises, 30% of the total annual contract value or R250000, whichever is the lowest. For determining the allocation to a specific contract year the decisive element is the point in time at which the activity that triggered the damage was carried out or omission took place contrary to an obligation to act. Any sums not claimed in a year in respect of this maximum liability amount cannot be carried forward to the following year. A change in the burden of proof to the detriment of the Customer is not associated with the above regulations.
G5.2 CoCre8 assumes no responsibility for damage that occurs in conjunction with the Customer not creating a daily data backup in a suitable form or otherwise ensuring immediate and low-priced data recovery. The obligation to reimburse damages if any damage is caused to data media material shall not include the reimbursement of any expenditure(s) for the retrieval of any lost data or information. CoCre8 shall not be responsible for any data backups or data corruption.
G5.3 CoCre8 shall have no responsibility or liability for equipment, programs or services supplied by persons other than CoCre8 or for modifications to any Equipment or Programs, which are made by persons other than CoCre8. In no event shall CoCre8 be liable for any incidental or consequential damages, loss of use, loss of data, loss of business, and loss of profits resulting from any cause whatsoever.
G5.4 In all other respects, i.e. unless these terms do not expressly provide for any further liability, any liability of CoCre8, its bodies, representatives and agents, in particular employees for damages and reimbursement of

generality of the foregoing, CoCre8 shall have no liability to Customer hereunder for infringement which is based on the use of any unit of Equipment, Program or Service other than as specified or licensed by CoCre8, in combination with Equipment, Programs or Services not supplied by CoCre8.
G7.3 Modification by CoCre8
If any allegation of infringement of copyright or other intellectual property right with respect to any unit of Equipment, Program or Service is made, or, in CoCre8’s opinion is likely to be made, CoCre8 may at its sole option and expense, procure for the Customer the right to continue using the same, modify or replace the infringing item so as to avoid the infringement, or accept the return of such item and grant the Customer a credit for its depreciated value. The depreciated value of any item so returned shall be its original purchase price paid by Customer (exclusive of any taxes, duties and similar imports paid thereon) less 2% of such purchase price for each month from the date of original delivery thereof to date of return.
G8. TERMINATION
G8.1 If the Customer is in breach of contract and does not remedy that breach within fourteen days after receiving written notice from CoCre8, then CoCre8 may immediately terminate the contract or, at CoCre8’s option, suspend the performance of CoCre8’s obligations under that or any other contract until the breach is remedied. The Customer will have no claim against CoCre8 on account of CoCre8’s withholding performance of its obligations in these circumstances.
G8.2 If either party commits an act of insolvency or goes or is placed into liquidation (either provisionally or finally), (other than solely for amalgamation or reconstruction) or if a judicial manager is appointed over any part of the party’s business, then the other party may regard any such circumstances as grounds for immediately terminating any contract without notice.
G8.3 Termination will not discharge either party from performing any obligation or from payment of any sums already due or becoming due by reason of the termination.
G8.4 Upon termination for whatever reason, the Customer will immediately deliver up any CoCre8 property which he has no contractual right to retain and CoCre8 may enter any premises to recover and remove such property.
G8.5 If any of the representations and covenants in these Terms and Conditions are violated by the Customer, its directors, officers, employees, subcontractors, agents or representatives, it will constitute grounds for termination of any contracts and business relationships between CoCre8 and the Customer, at CoCre8’s sole discretion. Such termination shall be without prejudice to any other available remedies, particularly indemnification claims.
G9. EXPORT
G9.1 Export or re-export including the immaterial transfer of goods as well as technical support in conjunction with these Terms and Conditions may be subject to licensing obligations and/ or government approval e.g. by reason of type or of intended purpose. Obtaining these licenses is the responsibility of the contracting party that is obliged to obtain appropriate licenses according to the valid export control regulations of the Federal Republic of Germany, the European Union, the United States of America (USA) or according to the law of any other country that is affected by such a provision or regulates such a provision. The contracting parties agree to provide upon the other party’s request any and all information reasonably required to obtain such license/government approval.
G9.2 Exports, re-exports and the provision of services in conjunction with these Terms and Conditions may not take place if there is any reason to assume that the use will be in connection with chemical, biological or nuclear weapons or missiles capable of delivering such weapons.
G9.3 The contracting parties shall comply with the latest versions of the corresponding sanction lists of the European Union, the German Federal Government, US export authorities or of any other relevant countries, e.g. European Sanctions List, Denied Persons List, as well as any other warnings from the appropriate authorities and shall act accordingly.
G9.4 Activities in conjunction with these Terms and Conditions are generally and as a rule not permitted for countries and citizens of country group E according to US Export Administration Regulations (e.g. Iran, Syria, North Korea, Sudan, Cuba).
G9.5 CoCre8 shall not be obliged to make any deliveries and/or fulfil any other obligations that result from these Terms and Conditions if CoCre8 is prevented from making such deliveries or from fulfilling the corresponding obligations by export regulations (in particular e.g. those defined by Germany, the European Union, USA or Japan).
G9.6 A breach of the provisions of this paragraph shall be deemed a material breach of this agreement.
G10. PRODUCT DESCRIPTION – DEFINITION

G12.1 The Customer shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including, without limitation, laws and regulations relating to taxation, exchange controls, and customs requirements and any Applicable Local Law.
G12.2. The Customer will inform its directors, officers, employees, agents and subcontractors of the requirement of this Statement.
G12.3. The Customer has adequate and proportionate procedures in place to prevent any persons associated with the Customer and any subcontractors of the Customer from violating the applicable Anti-Corruption laws.
G12.4 The Customer shall comply with all CoCre8 policies, including its Anti-Corruption, protection of personal information and ISO 9001 and 27001 policies, as communicated and updated from time to time by CoCre8.
G12.5 The Customer’s obligations under this Agreement cannot be transferred or assigned by the Customer without prior written approval by CoCre8.
G13. AUDIT RIGHTS
The Customer represents and covenants that the contract price and invoices presented to CoCre8 will accurately, fairly and fully represent the cost of work performed for CoCre8 without duplication, waste or fraud. The Customer will cooperate with CoCre8 in providing information and permit CoCre8 or its representatives to audit its books and records upon reasonable notice, with regard to its Contract(s) with CoCre8 if CoCre8 so requests.
G14. GENERAL
G14.1 Assignment
The Customer shall ensure that any person associated with the supplier who is performing services or providing goods in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Customer in this case.
G14.2 Notices
All notices hereunder shall be in writing addressed to the parties at their respective addresses set forth on the Order or such other address as may be notified from time to time in writing by either party to the other.
G14.3 Effective Terms
Unless agreed otherwise in writing, these Terms and Conditions shall represent the only terms and conditions between the parties
and shall supersede all representations, promises and proposals, whether they are oral or written. Any terms and conditions set forth in any Customer order form or other correspondence shall be without effect. Any supplementary agreements, amendments and/or supplements are to be made in the written form and shall only take effect upon mutual agreement between CoCre8 and the Customer. This also applies to changes or supplements to this clause regarding the written form. For this purpose, it is not sufficient to transfer the declarations concerned by means of telecommunication, particularly by e-mail.
G14.4 Waiver
No terms or conditions hereof shall be deemed waived and no breach or default excused unless such waiver or excuse shall be in writing and signed by the party issuing the same.
G14.5 Force majeure
Neither party will be liable for any delay or for failure to perform its obligations hereunder resulting from any cause beyond its reasonable control, including, but not limited to, failure to supply in good time necessary data, information or specifications (if the other party has agreed to supply any such data, information or specifications); changes in any such data, information or specifications supplied; acts of God; inclement weather; fire; explosions; floods; strikes; work stoppages, slowdowns or other industrial disputes; accidents; riots or civil disturbances; acts of government; inability to obtain any necessary licence or consent; and delays by suppliers or material shortages.
G14.6 Governing law and dispute resolution
G14.6.1 These Terms and Conditions shall be governed by the laws of the Republic of South Africa. Subject to G14.6.2, the court of jurisdiction for all disputes arising out of or in connection with these Terms and Conditions is the High Court of South Africa Gauteng (Local) Division, Johannesburg.
G14.6.2 In the event of there being any dispute or difference between the Parties arising out of these Terms and Conditions (including but not limited to any dispute or difference as to the validity or otherwise of these Terms and Conditions, or as to the enforceability of these Terms and Conditions), the said dispute or difference shall on written demand by either CoCre8 or the Customer be submitted to arbitration in Johannesburg in accordance with the rules of the Arbitration Foundation of Southern Africa (“AFSA”), which arbitration shall be administered by AFSA.