3. THE PARTIES
3.1. “VR-Web” means Tradevest 293 CC, Registration No. 2003/080703/23,  with the following contact addresses:
Physical Address: Eikendal Farm, Melmoth
Phone number: +27 (0)35 9400 588
Email address:admin@vrweb.co.za
Postal Address : P.O.Box 14 Melmoth 3835
3.2. The “Customer” means the party that contracted with VR-Web for the supply of the service and/or equipment subject to the terms and conditions herein contained.

4. APPOINTMENT & DURATION
4.1. Appointment. The Customer contracts with VR-Web to supply the Licensed Technology and provide the Services to the Customer subject to these terms and conditions.  VR-Web accepts the appointment.
4.2. Duration & Termination. An agreement between the customer and VR-Web (the contract)  will commence on the date on which the Customer accepts these terms in writing, or on the date on which the Customer first makes use of the Services, whichever is the earlier. It will continue in force for an indefinite period until terminated by the parties as provided for herein.
4.3. Precedence. If any conflict exists between the terms hereof and any other schedule or annexure to the contract, then the provisions of this document will take precedence over the latter unless the contrary is expressly stated in writing.

5. PRELIMINARY MATTERS
5.1. Credit Check. The Customer consents to VR-Web carrying out a credit check in respect of the Customer at any credit bureau, and may make the provision of the Services dependant on its satisfaction with the results thereof.
5.2. RICA. The Customer notes in particular that it will be required to provide certain information to VR-Web as contemplated in Chapter 7 of RICA, and that VR-Web may withhold or suspend provision of the Licensed Technology or Services to the Customer until such time as the Customer has provided such information to VR-Web satisfaction.
5.3. Suspensive Condition. If VR-Web elects to exercise any of its rights as set out in this clause , such will act as a suspensive condition to the Agreement, and VR-Web may consequently suspend providing the Licensed Technology or Services until it is satisfied with the results thereof. Should it not be satisfied, VR-Web may terminate the contract in respect of the Licensed Technology and/or services and will not be liable for any damage that the Customer may suffer as a consequence.

6. AMENDMENT OF TERMS
6.1. Amendment. VR-Web may amend any of the terms and conditions herein contained.
6.2. Notice of Amendments. VR-Web will give the customer at least one calendar months’ notice of any intended amendments.  Amendments will become effective  on the first day of the first calendar month after expiry of a calendar months’ notice.
6.3. Rejection of Amendments. Should the Customer reject any proposed amendment, the customer may terminate the contract by giving VR-Web one calendar months’ written notice of such.

7. COMMUNICATION SERVICES
7.1. Scope of Service. In return for payment of the relevant Fees and subject to the terms hereof, VR-Web will make available the VR-Web Internet System and Licensed Technology in order to transmit and receive Communications data for Authorised Users. The Communication Services are more fully described in the Manuals.
7.2. Connectivity: VR-Web will provide required connectivity to the VR-Web System from its core network and connectivity to its voice interconnection points as required.
7.3. Authorisation. The Customer will permit only Authorised Users using SIP accounts provided by VR-Web to receive and submit Communications Data via the VR-Web System. Access to the Communications Services will be by way of suitable access controls, including by not permitting any Communications Data to be received or submitted other than by way of such SIP accounts.
7.4 Neither VR-Web, nor its employees, can be held liable for the contents of the services or their use, directly or indirectly. As such, VR-Web does not give any undertaking and does not offer any guarantee in connection with the continuity of the internet access, the software, the products or the operation of the services offered on its website or via its internet access. VR-Web do not guarantee the correctness of the information offered via its services. VR-Web has the right to modify the access stipulations and the information presented at any given time. Any exoneration at the advantage of VR-Web also unconditionally applies to partners of VR-Web who allow VR-Web to offer the services on their sites.

8. HYPERLINKS
If links are established via the services of VR-Web with other sites on the internet – directly or via search engines – VR-Web does not bear responsibility for the links, the contents or the existence of these other sites, for VR-Web has no control over the links, the contents or other features of these websites. Anyone using these search engines has to be aware that the internet can contain information which is illegal, unlawful or damaging and acknowledges that VR-Web is by no means capable of monitoring any illegal, unlawful information being distributed via the internet. VR-Web does not accept liability in any way for errors in addresses of websites or domain names on its sites.

In an attempt to provide increased value to customers, the VR-Web website may provide links to other websites or resources. The customer acknowledges and agrees that VR-Web is not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including misrepresentative or defamatory content) of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external sites or resources.

9. COMMITMENT OF THE USER
The service may not be used to download content of an illegal nature or which is protected by copyright without the specific permission of the owner of such content.

As a user of VR-Web the customer commits itself to not distributing content as described below or to participate in the distribution of such content. The following content is illegal :

• Corruption of common decency as referred to in its everyday meaning;
• Advertising for or requesting services of a sexual nature with a profitable objective;
• Racism, xenophobia and incitement to violence;
• Provocation to commit crimes and offences;
• Offering communication platforms for criminal groups;
• Gaining advantage and/or offering and/or advertising and/or soliciting games of chance and gambling, save the legal lotteries;
• Offering or requesting intoxicating and/or psychotropic substances by persons not having the authority to do so;

The customer will endeavor to inform VR-Web or the legal authorities of any illegal contents which have come to its/his/her attention as soon as possible. VR-Web can be contacted via its website.

VR-Web website may be used only to browse the content and make legitimate purchases.  It shall not be used for any other purposes, including without limitation, to make any speculative, false or fraudulent purchase. This site and the content provided in this site may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed. ‘Deep-linking’, ‘embedding’ or using analogous technology is strictly prohibited. Unauthorized use of this site and/or the materials contained on this site may violate applicable copyright, trademark or other intellectual property laws or other laws.
10.     Protection of privacy
VR-Web is  committed to protecting your privacy. VR-Web solely retains information, including cell phone numbers, regarding the customers which are necessary or useful when offering its services and may share such information only with its partners and may use such information only for future services. The details are held on record in accordance with the applicable statutory regulations. Any customer has the right to enquire what information on it/him/her is being kept by VR-Web, and also has the right to request rectification of this information as well as the deletion of it from the data records. Any such request must be made in writing and sent to VR-Web at the address mentioned above.

VR-Web may collect information, such as the name of the Internet service provider and the Internet Protocol (IP) address through which the customer access the Internet; the date and time the customer access the Site; the pages that the customer access while at the Site and the Internet address of the Web site from which the customer linked directly to the VR-Web site. This information is used to help improve the Site, analyze trends, and administer the Site. VR-Web may need to change this policy from time to time in order to address new issues and reflect changes on its site.  Such changes will be posted on the VR-Web site so that the customer will always know what information VR-Web gathers, how it might use that information, and whether it will disclose that information to anyone. Please refer back to this policy regularly. Should the customer have any questions or concerns about VR-Web’s privacy policy, please enquire via E-mail. By using this website, the customer signifies its/his/her acceptance of VR-Web’s Privacy Policy. Should the customer disagree with this policy, the VR-Web site is not to be used.   The customer’s  continued use of the website following the posting of changes to the terms will confirm acceptance of such changes. The Site may use cookie and tracking technology depending on the features offered. Cookie and tracking technology are useful for gathering information such as browser type and operating system, tracking the number of visitors to the Site, and understanding how visitors use the Site. Cookies can also help customize the Site for visitors. Personal information cannot be collected via cookies and other tracking technology; however, if the customer previously provided personally identifiable information, cookies may be tied to such information. Aggregate cookie and tracking information may be shared with third parties.

11. CONSULTING SERVICES
The Customer may request VR-Web to provide Consulting Services to the Customer during the term of the contract, either on an ad-hoc basis or in terms of a Service Order. Unless otherwise agreed between the Parties in writing, VR-Web will charge the Customer the Consulting Services Fee for providing these Services.

12. FEES AND PAYMENT
12.1. Payment.
12.1.1. The Customer shall pay all amounts due to VR-Web in South African Rands without deduction or set-off.
12.1.2. No obligation to make payment will be cancelled and no refunds will be given under the contract unless agreed between the Parties in writing.
12.1.3. Payment must be made by debit order into a bank account designated by VR-Web. VR-Web may designate a new bank account or another method of payment by written notice to the Customer.
12.2. Consulting Services Fees will be invoiced monthly and must be paid within 30 (thirty) calendar days of the date of the invoice.

12.3. Pricing. The Communications Services Fees are displayed on the VR-Web Brochure.
12.4. Escalation. VR-Web may increase the Fees as follows:
12.4.1. VR-Web may change the Communication Services Fees at any time and without notice to the Customer. It is the Customer’s duty to check the current Communications Services Fees by request from VR-Web.
12.5.2. VR-Web may increase other Fees once in every 12 month period. Such increase will be in accordance with any increases which have been imposed upon it by its suppliers and/or with benchmarks in the IT industry which will include, but not be limited to, changes in exchange rates, and increases in labour costs (having regard to, inter alia, premium salaries being paid to specialist personnel, the accelerated demand by computer users for new computer systems, bonuses, “high average” salaries and “skills scarcity” premiums).
12.6. Interest on Outstanding Amounts. Any amount which remains unpaid beyond the date upon which it becomes owing will attract interest at a rate of 2% (two percent) above the prime overdraft rate (percent, per annum) charged by VR-Web then current bankers from time to time, as evidenced by any manager of such bank, whose authority it will not be necessary to prove. Such interest will be calculated from the due date of payment to the date of actual payment, both days inclusive, compounded monthly in arrears and the Customer agrees and undertakes to pay such interest.
12.7. Expenses. The Customer will reimburse all reasonable expenses that are necessarily and actually incurred by VR-Web and VR-Web’s Personnel in fulfilling VR-Web’s obligations pursuant to the contract. Such expenses include, but are not limited to, travelling, subsistence, goods and services purchased on the Customer’s behalf, communications, stationery, report and presentation material.
12.8. Taxes. It is recorded that all amounts to be paid by the Customer to VR-Web in terms of this Agreement are exclusive of any VAT, and any other taxes, duties, fees, costs, and charges raised on the provision of the Services or sale of the Equipment, or which may be attributable thereto, which will be paid by the Customer in addition to the amounts set out in this Agreement.
12.9. Allocation. VR-Web may allocate amounts received from the Customer in terms hereof as follows: firstly towards interest and reimbursement of expenses, and secondly towards Fees and taxes payable for Services rendered.
12.10 The customer accepts that VR-Web will do everything practically possible to ensure that the payment is made in the securest possible way allowed by current technology, yet accepts that VR-Web essentially only has a best endeavour obligation and cannot be held liable for any damages. Once a purchase is made NO REFUNDS ARE POSSIBLE.

13. SYSTEM
Required System. The Customer must, at its own expense, allow VR-Web staff to install and maintain equipment required at the relevant Customer’s Site to receive the Communication Services.

14. RISK AND OWNERSHIP OF EQUIPMENT
14.1. Ownership. Ownership of all Equipment is retained by VR-Web and nothing in the contract must be interpreted as creating any expectation with regard to the transfer of ownership to the Customer.
14.2. Risk. Risk in the Equipment will pass to the Customer on installation, from which moment all risk of damage and loss in the Equipment will fall on the Customer, which must take relevant steps to insure the Equipment and otherwise mitigate its risk of loss therein.

15. LICENSING
15.1. Restrictions. The Customer may not itself, and will not permit any third party, whether directly or indirectly, except as expressly permitted in terms of this Agreement to:
15.1.1. modify, adapt, translate, reproduce, distribute, use, rent, lease, share, sell, assign, sub-license or otherwise transfer any part of the Licensed Technology;
15.1.2. remove, alter or conceal any of VR-Web’s equipment or
15.1.3. reverse assemble, decompile or reverse engineer any VR-Webs Software, whether in whole or in part, or otherwise attempt to derive the source code of any VR-Webs Software.

16. USE OF SERVICES
16.1. Customer Responsibility. The Customer accepts that it is responsible for all of the consequences of its own activities and those of Authorised Users or of any other party using the Communications Services.
16.2. Acceptable Use. VR-Web may impose rules for the use of the Communications Services which are contained in the Acceptable Use Policy (“AUP”). The Customer must abide by the Acceptable Use Policy and ensure that Users do so. Further, due to the fluid nature of security threats and evolving technology, VR-Web will amend the Acceptable Use Policy from time to time. The Acceptable Use Policy as amended is available for viewing on request.
16.3. Status of AUP. For the avoidance of doubt, the Acceptable Use Policy contains reasonable rules for conduct, which are not themselves material terms of the contract; the Customer’s duty under this Agreement is to abide by such reasonable rules as VR-Web may include in the Acceptable Use Policy from time to time. An amendment to the Acceptable Use Policy is hence not an amendment to the contract so long as it does not effect a material term.
16.4. Telephone Numbers and internet addresses. During provision of the Services, VR-Web will allocate one or more telephone numbers and or internet addresses to the Customer.
16.4.1. The Customer acknowledges that telephone numbers and internet addresses are not property and are not capable of being the subject of ownership. As a result the Customer does not acquire any right or expectation of a right to telephone numbers and or internet addresses allocated to it.
16.4.2. VR-Web may change telephone numbers and or internet addresses allocated to the Customer for reasonable commercial reasons or in order to comply with regulation, but will give the Customer reasonable notice before doing so.
16.4.3. On termination of the contract, any telephone numbers and or internet addresses assigned to the Customer may be removed from the Customer, and the Customer will have no recourse against VR-Web as a result of any loss sustained as a result.

17. CUSTOMER COOPERATION
In order to allow VR-Web to provide the Services, the Customer agrees to provide such assistance, support and co-operation as is reasonably required by VR-Web. The Customer will, without limitation:
17.1. Access to premises. allow VR-Web and its Personnel reasonable access to its premises in order for VR-Web to provide the Services;
17.2. Co-operation. procure that its employees, co-operate with and give VR-Web any necessary assistance in the provision of the Services,
17.3. Instructions and Policies. comply with any reasonable instructions given by VR-Web relating to the provision of the Services;
17.4. Requests for information. respond to any request for information, access or authorisation as soon as reasonably possible, having regard to the circumstances of the request.
17.5. Access to systems. provide VR-Web with reasonable access to the equipment to enable VR-Web to meet its obligations in terms of this Agreement, including access to the Customer’s network, whether directly or remotely;
17.7. Procurement of infrastructure. procure that the infrastructure necessary for the provision of the Services is provided at each Customer Site, including without limitation electricity supply.
17.8. Regular feedback. provide regular feedback to VR-Web to ensure that VR-Web is in a position to provide the Services, and notify VR-Web as soon as reasonably possible of any issues, concerns or disputes with respect to the Services.

18. PERSONAL INFORMATION
18.1. Processing of Personal Information.
18.1.1. VR-Web and the Customer are each responsible for complying with their respective obligations under applicable laws governing the processing of Personal Information.
18.1.2. The Customer remains solely responsible for providing Authorised Users’ consent for VR-Web to process Personal Information for purposes consistent with providing the Services, in accordance with applicable law.
18.2. Trans-border Personal Information flows.
18.2.1. The Customer warrants that it issues Authorised Users’ consent to VR-Web transferring Personal Information across country borders for purposes consistent with providing the Services.
18.2.2. The Customer is solely responsible for determining that any transfer of Personal Information across a country border complies with the applicable laws.

19. SECURITY
19.1. Security Measures by VR-Web. VR-web will implement measures in line with Good Industry Practice to ensure the security of the VR-Web System, but gives no warranty that breaches of security will not take place.
19.2. Security Measures by Customer. The Customer must implement reasonable security measures to ensure that no unauthorized access is gained to the VR-Web System or the Customer System, including without limitation:
19.2.1. not allow anyone other than Authorized Users to access or use the Licensed Technology or Communication Services;
19.2.2. maintain appropriate security infrastructure such as firewalls and the like;
19.2.3. implement generally accepted information security practices and procedures; and
19.2.4. follow any reasonable direction or security practice published by VR-Web.
19.3. Steps to be taken on Security Violation. In the event of a security violation of the VR-Web System or the Customer System, or in the event that VR-Web at its sole discretion determines that a security violation is imminent, VR-Web may take whatever steps it deems necessary to prevent loss or maintain the proper functioning of the VR-Web System including without limitation:
19.3.1. changing the Customer’s access codes and passwords or those of any Authorised User,
19.3.2. preventing access to the Customer System, and
19.3.3. preventing access to the VR-Web System.
19.4. Notification of Breaches. If the Customer becomes aware of any unauthorised access to the VR-Web System, Customer System or Communication Services, or believes that one is imminent, the Customer must promptly report the incident to VR-Web describing in detail the scope and nature of the incident.

20. SUSPENSION OF SERVICE
20.1. Grounds for Suspension. VR-Web is entitled to suspend provision of the Communications Service to the Customer where:
20.1.1. the Customer’s account balance reaches its maximum.
20.1.2. a court of competent jurisdiction so orders;
20.1.3. VR-Web needs to carry out Emergency Maintenance;
20.1.4. the Customer has not made payment of monies owing to VR-Web by due date, and has not rectified such breach within 7 (seven) days of written demand;
20.1.5. VR-Web becomes aware of a potential threat to the proper operation or security of the Service as described in clause 19 (Security); or
20.1.6. VR-Web has reasonable grounds to believe that the Services are being used fraudulently, or illegally, or in violation of the terms of this Agreement.
20.2. VR-Web Notice of Suspension. VR-Web is entitled to suspend Service as set out in clause 20.1 immediately and without notice. In the case of grounds set out in clauses 20.1.4 to 20.1.6 VR-Web must provide the Customer with at least 30 (thirty) days’ notice of such suspension, unless the circumstances are such that immediate suspension is necessary to avoid loss to VR-Web, the Customer or any third party.
20.3. Period of Suspension. The period of suspension will be that which is reasonable under the particular circumstances that gave rise to the suspension.

21. STATUTORY COMPLIANCE
21.1. The Customer must obtain such consents as may be required in law to enable it to comply with the terms of this Agreement and to enable Authorised Users to access and make use the Communication Services.
21.2. VR-Web is obliged to comply with certain statutory provisions including, but not limited to, those set out in the following Acts (and any regulations promulgated in terms thereof):
21.2.1. the Film and Publications Act 65 of 1996;
21.2.2. the Electronic Communications and Transactions Act 25 of 2002
21.2.3. the Regulation of Interception of Communications and Provision of Communication-related Information Act (Act 70 of 2003), and
21.2.4. the Electronic Communications Act 36 of 2005.
21.3. VR-Web’s compliance with these statutory provisions may include measures that would otherwise constitute infringements of the Customer’s privacy, such as interception of the Customer’s communications. The Customer agrees that no action will lie against VR-Web for any damages howsoever arising as a result of such measures.

22. NO WARRANTIES
22.1. Disclaimer of warranties. Save as expressly set out in this clause and elsewhere herein and to the maximum extent permitted by law, VR-Web does not make any representations nor does it give any warranties or guarantees of any nature whatsoever in respect of the Licensed Technology or Services, which are provided on a “reasonable effort” basis, and all warranties which are implied or residual at common law are hereby expressly excluded. Without limiting the a foregoing:
22.1.1. VR-Web disclaims that the Communication Services and Licensed Technology are free of Errors and any other defects; and
22.1.2. VR-Web disclaims any warranty that the Communication Services or Licensed Technology will meet with the Customer’s requirements or that it will be of satisfactory quality or fit for a particular purpose.
22.2. CPA. If the CPA is applicable to this Agreement, the provisions of this Agreement or of this clause will not be interpreted so as to exclude the Customer’s rights under sections 54, 55, and 56 of the CPA, which are admitted only to the minimum possible extent. Unless the contrary is stated elsewhere in the contract, the Customer will have no rights in respect of quality of service, safe & good quality goods or implied warranty of quality beyond those explicitly stated in the aforementioned sections.

23. LIMITATION OF LIABILITY
23.1. Loss. For the purposes of this clause “Loss” means and includes:
23.1.1. all losses, liabilities, and damages relating to or arising from the contract or the Services, howsoever arising, whether out of breach of express or implied warranty, breach of contract, misrepresentation, negligence, vicarious or strict liability, in delict or otherwise, and whether foreseen by either of the Parties or not; and
23.1.2. any legal costs (including legal fees at an attorney and own client scale and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties) or other costs, claims or demands.
23.2. Liability Limited. VR-Web will not be liable to the Customer or any third party for any Loss whether direct or indirect (including consequential, punitive, special or incidental loss or damage which will include but not be limited to loss of property or loss of profit, business, goodwill, revenue or anticipated savings).
23.3. Specific Exclusions. Without limiting the provisions of this clause in any way, VR-Web will not be liable to the Customer for Loss arising from:
23.3.1. any breach of this Agreement by the Customer or any act, misrepresentation, error or omission made by or on behalf of the Customer or the Customer’s Personnel;
23.3.2. the Customer’s failure to put in place adequate security measures as set out in clause 16 (Security);
23.3.3. the interruption, suspension or termination of the Communications Services for whatever reason; or
23.3.4. Loss arising as a result of lost data, damaged or corrupted data or a delay in transmissions.
23.4. Quantum of Damages Limited. Without in any way limiting or derogating from the above provisions, the Parties agree that the total amount of VR-Web’s liability to the Customer for Loss will not exceed the amount of the Fees paid by the Customer for the Service from which the damage arose in the 12 (twelve) month period immediately preceding the damage-causing event.
23.5. Indemnity. The Customer will indemnify, defend, and hold VR-Web harmless from any and all Loss claimed by any Authorised User, Client or third party against VR-Web relating to or arising from the Agreement or provision of the Services, including without limitation:
23.5.1. breach by the Customer of privacy rights, including the infringement of any law (whether South African or foreign) governing protection of personal information or cross-border data flows;
23.5.2. the infringement by the Customer of any Intellectual Property Right; or
23.5.3. any unlawful act or breach of this Agreement by the Customer.
23.6. Procedure on Indemnity. If any third party claim contemplated in clause 23.5 is made against VR-Web (“the Innocent Party”), the Innocent Party must promptly notify the other Party in writing of any claims covered by this indemnity. Promptly after receipt of such notice, the other Party will assume the defence of the claim with counsel reasonably satisfactory to the Innocent Party. If the other Party fails, within a reasonable time after receipt of such notice, to assume the defence with counsel reasonably satisfactory to the Innocent Party or, if in the reasonable judgment of the Innocent Party, a direct or indirect conflict of interest exists between the Parties with respect to the claim, the Innocent Party will have the right to undertake the defence, compromise and settlement of such claim for the account and at the expense of the other Party. Notwithstanding the foregoing, if the Innocent Party in its sole judgment so elects, the Innocent Party may also participate in the defence of such action by employing counsel at its expense, without waiving the other Party’s obligation to indemnify and defend. The other Party will not compromise any claim (or portions thereof) or consent to the entry of any judgment without an unconditional release of all liability of the Innocent Party as to each claimant or plaintiff.
23.7. Benefit of Limitations. These limitations on liability and indemnities apply to the benefit of VR-Web and VR-Web’s Affiliates, directors, officers, employees, contractors, agents and other representatives, as well as any third parties whose networks are connected to the VR-Web System.
23.8. Precedence. In the case of ambiguity, this clause will take precedence over any expression of the Parties’ intention, whether express or implied, that may be contained elsewhere in this Agreement.

24. DISPUTE RESOLUTION
24.1. Informal Resolution. If any dispute arises between the Parties relating to or arising from this Agreement:
24.1.1. The authorised representatives, as appointed by each Party, will meet as soon as reasonably practicable (but no less than 5 (five) days after such meeting is requested in writing by either Party) to try to resolve the dispute and must, if required by either Party, continue to negotiate for at least 5 (five) consecutive days (or such other period as may be agreed by the Parties in writing);
24.1.2. If the dispute remains unresolved:
24.1.2.1  the dispute will be referred to arbitration.
24.1.2.2. the parties will jointly appoint an Arbitrator and if they are unable to agree on who the Arbitrator should be, the Arbitrator will be appointed by the then President of the KwaZulu-Natal Law Society.
24.1.2.3  the arbitration will be informal subject to rules and time frames  to be laid down by the Arbitrator.
24.1.2.4  the Arbitrator’s ruling will be final and binding on the parties.
24.1.2.5  the arbitration will be conducted in camera and the parties will treat it as confidential and will not disclose to any third party the details of the dispute submitted to arbitration without the written consent of the other party.
24.1.3  nothing herein contained will prevent or prohibit a party from applying to any Court with jurisdiction for an Interdict, urgent relief, enforcement of intellectual property rights or for judgment in relation to a liquidated claim

25. EFFECT OF TERMINATION
25.1. Amounts due to VR-Web. On termination of this Agreement for any reason, all amounts applicable to Services rendered or Equipment supplied prior to termination will become due and payable immediately, as will the full balance of the capital, interest, and costs of amounts payable in instalments.
25.2. Duties upon termination. Upon termination of this Agreement for any reason:
25.2.1. the Customer must cease using all the Equipment supplied by VR-Web
25.2.2. the provision of all Services will be terminated.
25.3. Termination Assistance. The Customer may request but not oblige VR-Web to assist with handover of systems to a third party upon termination of this Agreement. Should VR-Web provide this Service, it will be deemed a Consulting Service and charged accordingly.
25.4. Accrued Rights. The expiry or termination of this Agreement will be without prejudice to any rights of the Parties accrued as at the date of such expiry or termination.
25.5. Survival. Termination of this Agreement will not affect the enforceability of the provisions which have been specified or are by their nature required to operate after such expiry or termination.

26. FORCE MAJEURE
26.1. Parties not liable for force majeure. Subject to due compliance with clause 26.2, neither Party will be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its reasonable control including without limitation any of the following: act of God, strikes, lock outs or other industrial action, sabotage, terrorism, civil commotion, riot, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, subsidence, epidemic or other natural physical disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, interruption of electricity supply, any act or policy of any state or government or other authority having jurisdiction over either Party, sanctions, boycott or embargo, termination or suspension of upstream network connectivity.
26.2. Duties in case of force majeure. In the event of either Party being so delayed or prevented from performing its obligations, such Party must:
26.2.1. give notice in writing of such delay or prevention to the other Party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration;
26.2.2. use all reasonable endeavors to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement; and
26.2.3. resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.
26.3. Right to terminate. In the event that such delay or prevention continues for more than 3 (three) months, the Party whose performance is not delayed or prevented may terminate this Agreement on 30 days´ written notice to the other Party.

27. ASSIGNMENT, SUBCONTRACTING AND RESELLING
27.1. No Assignment. The customer shall not be entitled to cede, assign, delegate, sub-license or otherwise transfer any of its rights or obligations under the contract without the prior written consent of VR-Web, such consent not to be unreasonably withheld.
27.2. Exceptions. Notwithstanding the provisions of clause 27.1, it is expressly recorded that VR-Web will be entitled to cede and assign all rights and obligations in terms of this Agreement to its Affiliates or any successor of all or substantially all of the business or assets of VR-Web as it pertains to the Licensed Technology, provided that VR-Web must notify the Customer of such event within a reasonable time of it occurring.
27.3. Sub-contracting. VR-Web may sub-contract its obligations in terms of this Agreement to a third party, provided that:
27.3.1. such sub-contracting shall not absolve VR-Web from responsibility for the provision of the Service or complying with its obligations in terms of this Agreement; and
27.3.2. VR-Web shall at all times remain the sole point of contact for the Customer.
27.4. Reselling. The Customer may not resell the Service, or otherwise provide the Service to a third party for consideration without VR-Web prior written consent.

28. NO SOLICITATION
28.1. Both Parties undertake that they will not during the term of this Agreement and for a period of 12 (twelve) months after the termination thereof for any reason, directly or indirectly employ or persuade, induce, encourage or procure any employee of the other, or any person who was an employee of the other during the previous 12 (twelve) months, to become employed by or through them or to terminate his or her employment with the other or any of its subsidiaries.
28.2. The provisions of clause 26.1 do not prohibit either of the Parties from giving consideration to any application for employment submitted on an unsolicited basis or response to a general advertisement of employment opportunities.

29. NOTICES AND DOMICILIA
29.1. Addresses. The Parties choose their addresses where they will accept service of any notices arising from or pursuant to this Agreement (domicilium citandi et executandi), as set out on the first page (cover sheet) of the Agreement.
29.2. Change of Address. Any Party will be entitled from time to time by written notice to the other(s), to vary its given address to any other address within the Republic of South Africa which is not a post office box or to vary its other domicilium contact details.
29.3. Deemed Delivery. Any notice given in terms of this Agreement must be in writing and any notice given by any Party to another (“the addressee”) which:-
29.3.1. is delivered by hand or transmitted by telefax will 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; or
29.3.2. is transmitted by e-mail will be deemed to have been received upon confirmation of receipt (not automated receipt) thereof by the addressee; or
29.3.3. is posted by pre-paid registered post from an address within the Republic of South Africa to the addressee at its domicilium address for the time being will be deemed to have been received by the addressee on the 7th (seventh) day after the date of such posting.
29.4. Notice actually received. Notwithstanding anything to the contrary contained or implied in this agreement, a written notice or communication actually received by one of the parties from another, including by way of telefax or e-mail transmission, will be adequate written notice or communication to such Party.

30. GENERAL
30.1. Whole Agreement. This Agreement constitutes the whole of the agreement between the parties hereto relating to the subject matter hereof and the parties will not be bound by any terms, conditions or representations whether written, oral or by conduct and whether express or tacit not recorded herein.
30.2. No representations. The Parties warrant that they have not been induced to enter into this Agreement by any prior representations, warranties or guarantees, whether oral or in writing, except as expressly contained in this Agreement.
30.3. Variation. No variation, addition to or cancellation of this agreement and no waiver of any right under this agreement will be of any force or effect unless reduced to writing and signed by or on behalf of the parties to this Agreement.
30.4. Warranty of Authority. The signatories hereto acting in representative capacities warrant that they are authorised to act in such capacities, and accept personal liability under this Agreement should they prove not to be so authorised.
30.5. Waiver. The failure by any Party to enforce any provision of this Agreement will not affect in any way that Party’s right to require performance of the provision at any time in the future, nor will the waiver of any subsequent breach nullify the effectiveness of the provision. No waiver will be effective unless it is expressly stated in writing and signed by the Party giving it.
30.6. Governing Law and jurisdiction. This Agreement will be governed and construed according to the laws of the Republic of South Africa and, subject to clause 23 (Dispute Resolution), the Parties agree to submit to the exclusive jurisdiction of the South Gauteng High Court, Johannesburg regarding any and all disputes arising in connection with this Agreement.
30.7. Costs. Each Party will be responsible for its own legal and other costs relating to the negotiation of this Agreement.
30.8. Publicity. Neither Party will make or issue any formal or informal announcement or statement to the press in connection with this Agreement without the prior written consent of the other Party, provided that either Party may name the other of them as a the Customer or supplier, as applicable, and disclose the general nature of the overall arrangement between the Parties.
30.9. Reading Down. If a provision of this Agreement is reasonably capable of an interpretation which would make that provision valid and enforceable and an alternative interpretation that would make it void, illegal, invalid or otherwise unenforceable, then that provision must be interpreted, so far as is possible, to be limited and read down to the extent necessary to make it valid and enforceable.
30.10. Severability. If the whole or any part of a provision of the Agreement is void or voidable by either Party or unenforceable or illegal, the whole or that part (as the case may be) of that provision, must be severed, and the remainder of the Agreement will have full force and effect, provided such severance does not alter the nature of the Agreement between the Parties.
30.11. Consents. Unless specifically otherwise provided, any consent, approval or agreement to be provided by a Party in terms of this Agreement may not be unreasonably withheld or delayed.

31. INTERPRETATION
31.1. Number, gender and status. In this Agreement, unless the context requires otherwise: – words importing any one gender will include the other gender; the singular will include the plural and vice versa;
31.2. Reference to persons. A reference to natural persons will include created entities (corporate or unincorporate) and vice versa. Reference to any Party will be interpreted to include reference to their successors or permitted assigns, unless the context indicates otherwise.
31.3. Local Definitions. Words and expressions defined in any clause will, for the purposes of that clause, bear the meanings assigned to such words and expressions in such clause. If it is clear from the context that the term so defined has application beyond the clause in which it was defined, it will bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that the term has not been defined in a definitions clause.
31.4. Substantive Provisions. If any provision is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that it is only in a definitions clause, effect will be given to it as if it were a substantive provision in the body of the Agreement.
31.5. Clause Headings. Clause and sub-clause headings have been inserted for convenience only and will not be used for nor assist or affect its interpretation.
31.6. Clause References. Unless otherwise stated herein, references to clauses, sub-clauses, schedules or paragraphs are references to clauses, sub-clauses, schedules or paragraphs of this Agreement, as the case may be.
31.7. Clause Numbers. Where a clause number is cited, such citation will be deemed to include reference to all sub-clauses of that numbered clause.
31.8. Contra proferentum excluded. The rule of construction that an agreement will be interpreted against the party responsible for its drafting or preparation (contra preferentum) will not apply.
31.9. References to this Agreement. Unless otherwise stated in this Agreement, references in this Agreement to this Agreement or to any other agreement are references to this Agreement or such other agreement as varied, supplemented, substituted or replaced from time to time.
31.10. Enactments. References to any law will be deemed to include references to such law as re-enacted, amended or extended from time to time.
31.11. Date of Signature. Any reference in this Agreement to “date of signature” will be read as meaning a reference to the date of signature of the last party required to sign an agreement in order for it to come into existence.
31.12. Calculation of Days. When any number of days is prescribed in this Agreement, it will be reckoned excluding the first and including the last, unless the last day falls on a Saturday, Sunday or public holiday in the Republic of South Africa, in which event the last day will be the next succeeding Business Day.
31.13. Counterparts. This Agreement may be executed in any number of counterparts (including faxed counterparts) and all of such counterparts taken together will be deemed to constitute one and the same instrument.