Your use of the inQuba site and software is subject to the terms and conditions of your license agreement and contract with inQuba. The Standard inQuba Terms and Conditions are required to be signed and are available below for review: 1 Commercial Terms Commencement: The annuity inQuba Software-as-a-Service (inQuba SaaS) contract commences on the installation of the platform and continues for the initial contract period. The prices quoted are based on an inQuba SaaS initial contract period of 12 months (unless otherwise stated in the proposal), and thereafter renewed for subsequent terms of one (1) year, unless terminated in writing by either party thirty (30) days prior to the end of the applicable annual term. Prices, Fees and payment All prices, fees and charges are quoted exclusive of Value Added Tax (VAT). The prices fees and charges quoted herein are valid for 30 days from the date of this proposal. In the instance of software licensing, the Proposal has been prepared on the 60 day forward cover exchange rate as quoted by Absa Bank. The exchange rate is subject to fluctuations with the final rate being the rate secured by inQuba on the date of receipt of the Purchase Order. inQuba SaaS fees are invoiced quarterly in advance, commencing on the inQuba SaaS installation date.Where the inQuba SaaS commences during the course of any particular month, invoicing will be pro-rata for that month If the inQuba SaaS is terminated at any time prior to the end of the initial contract period (or prior to the end of any subsequent term) the Customer is liable to pay inQuba the outstanding amount for the remainder of the contract period and payable in full by the Customer within 30 days of the termination date of the inQuba SaaS. Unless otherwise stated in the proposal the Professional Services Fee for software development will be invoiced in three equal instalments at the following milestones: • Order acceptance by inQuba (33.3%) • Complete Design (33.3%) • Successful Installation and Commissioning (33.3%). Unless otherwise stated in the proposal, the Professional Services Fee for consulting services will be invoiced in three equal instalments at the following milestones: • Order acceptance by inQuba (33.3%) • Complete Research, Data Collection and Workshops (33.3%) • Final Report Delivery (33.3%) inQuba SaaS charges are invoiced at 50% of the monthly inQuba SaaS fee on installation of the platform and 100% of the monthly inQuba SaaS fee on Go Live to production. Unless otherwise stated in this proposal – payment terms are 30 calendar days from date of invoice for all invoices (monthly, annual, once-off invoices, or otherwise). Amounts payable by the Customer to inQuba are exclusive of VAT and any other statutory levies, taxes and imposts as may be levied thereon from time to time. The Customer is liable for VAT and all rates, taxes, government or statutory levies as may be imposed in respect of the supply of services from time to time the pricing provided in this proposal is for Software-as-a-Service (SaaS) delivered on inQuba Standard Shared Hosting (hosting specifications available on request); the pricing provided in this proposal is provided on the basis of a solution/system price and all items are assumed to be supplied by inQuba. A revised quotation and pricing will be required if any components are not included in a final purchase order, unless specifically accepted in writing by an authorized inQuba representative. The pricing quoted in this proposal is based on standard inQuba functionality available as at the date of the Proposal without modification. Any features required that are not part of the standard functionality, unless specifically scoped in this proposal, will be quoted separately. The customer is obliged to reveal any information that may be relevant to or have impact on the successful outcome of the proposed engagement. Whereas part of the Services inQuba renders any direct marketing services, inQuba will act as agent for and behalf of the Customer (acting as principal) and will only act in accordance with instructions issued by the Customer in writing. Any Customer Data required to render the Direct Marketing Services will be obtained by the Customer. inQuba will only use such Customer Data furnished by the Customer for the purposes of rendering the Direct Marketing Services Intellectual Property: inQuba is the owner of all intellectual property rights including copyright in the inQuba proprietary software listed in the proposal and in all enhancements to such software from time to time and in all intellectual property developed pursuant to the Proposal including pursuant to the rendering of the Professional Services, managed Services and any software development or customisation of any such software. Both parties will, in carrying out their obligations in terms of in the Proposal, comply with South African laws applicable to such conduct. This includes where the Customer provides any personal information of its own customers to inQuba. Liability: inQuba is not liable to the Customer where inQuba does not perform in terms of this Proposal and this is due to the Customer or other factors outside of inQuba’s control. Neither party shall be liable for any indirect, special or consequential damages however arising. Authorised Users: The customer must ensure that all its authorised users comply with all instructions of inQuba as well as the terms of use of access to the inQuba system. Archiving: inQuba performs annual archiving of data within the parameters of the particular service contracted to ensure optimal performance. inQuba will archive data as required on an annual basis subject to the service contracted. Resource Reassignment: In the event of delays which are attributable to the Customer (or the customer’s agent or a third party engaged by the customer) inQuba reserves the right to reallocate resources. When inQuba receives written communication from the Customer that the Customer has implemented or met its allocated project conditions or the project milestones have been achieved by the Customer, resources will be re-allocated to the project. inQuba’s lead time to reallocate resources to the project will not exceed four weeks. Services Exclusion: The Professional Services and inQuba SaaS costs exclude those items covered in the Exclusions Section of the proposal. Any items requested by the Client that are either not specifically included in the Proposal or fall within the exclusions mentioned above will be quoted for through a change request, charged for separately on a time and material basis. Confidentiality. The proposal and any information disclosed by a party to other Party prior to the conclusion of the Proposal, in terms of the Proposal or otherwise in connection with this Proposal, constitutes confidential information of the disclosing party and may not be disclosed to any third party for any reason whatsoever other than to its employees, representatives and professional advisers to the extent strictly necessary for the purpose of implementing or enforcing this Proposal or obtaining professional advice or conducting its business. The Standard Terms and Conditions of inQuba - Master SAAS Subscription Agreement 2018 apply to this proposal. Copies are available on request