HEAD NOTES

The head notes to the clauses of this Agreement are inserted for reference purposes only and shall not affect or govern its interpretation or construction.

DEFINITIONS

In this Agreement, unless precluded by or inconsistent with the context, the following expressions shall have the meaning set opposite to them respectively:

DURATION OF AGREEMENT

This Agreement shall remain in force until the expiration of six calendar months' written notice given by any of the parties to the others. Provided that:

1. Either Binary Systems, or the service provider may forthwith terminate this Agreement by notice in writing to the other two parties if the User shall have committed any breach of its obligations under this Agreement; and the User may forthwith terminate this Agreement by notice in writing to Binary Systems and the service provider if either of them shall have committed any breach of its obligations under this Agreement.

2. Any party may forthwith terminate this Agreement by notice in writing to the other if:

   1. an order shall have been made by any court of competent jurisdiction, or effective resolution shall have been passed for the provisional or final judicial management or winding-up of either of the others, or if either of the others shall have effected or offered to effect any compromise or arrangement with its creditors generally; or

   2. if execution in pursuanceof any judgment of any competent court shall have been levied or enforced upon the assets of either of the others and not paid or satisfied within 7 (seven) days; or

   3. if either of the others shall have ceased or threatened to cease to carry on business or sold the whole or major part of its undertaking.

3. The User may forthwith terminate this Agreement by written notice to the others at any time within fourteen days after it shall have been notified of any amendment to this Agreement.

BINARY SYSTEMS'S OBLIGATION TO PROCESS PAYMENT RECOVERY RECORDS

Provided that the Payment Recovery Records submitted to it comply with this Agreement and are suitable for processing by the Payment Recovery Service, Binary Systems shall, on or after the Operative Date, process such Payment Recovery Records in accordance with the rules, standards and procedures laid down by the service provider.

COSTS PAYABLE BY THE USER

1. In addition to all normal banking and payroll charges, the User shall pay Binary Systems a transaction charge of R0.60 (Excl. Vat) - 2.5% discount on 5000 processed transaction to a maximum of 50% discount or 100000 transactions. Transaction Cost = Transaction Count x 0.6 - (Transaction Count x 0.6 x ((Transaction Count x 0.0005)/100))

2. Binary Systems may vary the service charge payable under this Agreement by giving three months' written notice to the User.

OWNERSHIP

1. Ownership in and to all intellectual property in the services, products, databases and computer systems/programmes owned by Binary Systems shall at all times, before, during and after the termination of this agreement remain vested in Binary Systems.

2. All license agreements on any of the software applications owned by Binary Systems must be honored by the client and may not be used for any other purpose than agreed upon in such license agreement.

WARRANTIES, INDEMNITIES, ETC., BY USER

1. The User hereby warrants that every Customer, on whose account a debit or credit is drawn, will have signed an authority for the Customer's Bank or payroll to debit or credit such Customer’s account accordingly and the User acknowledges that there is no onus on the Customer's Bank, payroll or any other person to ensure that the amounts and/or account numbers on entries submitted under such authority are, in fact, correct.

2. The User furthermore:

   1. Indemnifies Binary Systems as a "stipulatio alteri" and undertakes to hold Binary Systems harmless from any and all loss, costs, fees, damages, liabilities, claims, suits and demands whatsoever which they may suffer, incur or be under, or which may be made or brought against them by whomsoever made or brought, by reason of or in any way arising out of the payment of any debit or credit originated or purporting to be originated by the User, or the failure whether with or without cause and whether intentional or inadvertent, to pay any such transaction; and

   2. Undertakes and agrees to refund the Bank, Customer's Bank or payroll, as the case may be, any and all amounts paid to the User or the Customer in respect of any such debits or credits if the Customer at any subsequent time disputes the validity of the transaction, provided that the Bank or the Customer's Bank has given the User notice of its intention to reverse the debit or credit concerned, or it has within 40 days after the Action Date reversed such debit or credit.

   Notwithstanding anything to the contrary contained in the preceding paragraphs (i) and (ii) Binary Systems, the Bank, the Customer's bank or payroll, shall not be indemnified in the event of any loss, cost, fees, damages, liabilities, claims, suits and demands which may result from any negligent or intentional act or omission on the part of Binary Systems, the Bank, or the Customer's Bank.

3. The warranty and indemnity given herein shall remain operative and enforceable, notwithstanding the termination of this Agreement in respect of any such loss, costs, fees, damages, liabilities, claims, suits or demands as aforesaid, the cause of which arose during the subsistence of this Agreement.

SCOPE OF THE PAYMENT RECOVERY SERVICE

Binary Systems reserve the right to impose restrictions on the nature of transactions to be submitted by the User, and on the class of account against which transactions of a particular type may be cleared, and on the value of any one transaction or set of transactions drawn on the same account and to vary such restrictions from time to time by giving 3 months' notice.

COMPLIANCE WITH THE SERVICE PROVIDER

The parties agree to adhere to the rules, standards and procedures governing the operations of the Payment Recovery Service as instructed by the service provider and any amendments thereof as notified by Binary Systems to the User from time to time. Except for changes required to be made by applicable law in a shorter period, the provisions of this Agreement may be amended by Binary Systems by giving three months' written notice to the User or on such shorter notice as it may be necessary for Binary Systems to give owing to force majeure, Government action or legislation, or the withdrawal of any Bank or payroll from the Payment Recovery Service.

CONFIDENTIALITY

Binary Systems hereby undertake to the User that they shall not at any time (whether during or after the determination of this Agreement for any cause whatsoever), directly or indirectly use or cause to be used for any purpose other than for the purpose of fulfilling their functions hereunder, or directly or indirectly reveal or disclose, or cause to be revealed or disclosed to anyone outside those in their service, any of the data or information or details of the User or its Customer which may come to their knowledge or be entrusted to them in connection with or pursuant to this Agreement, except with the consent thereto of the User, or as required by any lawful authority.

SERVICE PROVIDERS AGREEMENT

The User acknowledges that such processing by an outside agency like Binary Systems in no way affects the User's commitments, responsibilities and obligations under the agreement with their service provider, and that such agreement shall be enforceable with the same effect as if no Bureau was involved with the production of the User's Payment Recovery Records. The User further acknowledges that any agreement which may have been made or may be made between the service provider and Binary Systems acting for the User shall have no effect on the interpretation or enforceability of that agreement.

PARTIES NOT AFFECTED BY WAIVER OF BREACHES, ETC.

1. The waiver by any of the parties of any of the terms and conditions in this Agreement, in the event of a breach of such terms and conditions by any of the others, shall not prejudice any remedy of the waiving party in respect of any continuing or other breach of the terms and conditions hereof.

2. No favour, delay, relaxation or indulgence, on the part of either Binary Systems or the service provider in exercising any power or right conferred upon it in terms of this Agreement shall operate as a waiver of such power or right; nor shall any single or partial exercise of any such power or right preclude any other or further exercises thereof or the exercise of any power or right under this Agreement.

3. Except in regard to the payment of any sum of money due and payable in terms of this Agreement none of the parties shall be liable for failure to fulfill its obligations in terms of this Agreement if such failure is occasioned by casus fortuitus, force majeure, act of God, refusal of license, Government Act, fire, explosion, accident, industrial dispute, riot, civil commotion, national emergency, war (whether declared or not), inability to obtain materials or any other similar or different cause beyond the control of such party.

DOMICILIUM

The parties shall be entitled to change their domicilium from time to time provided that any new domicilium selected by them shall be situated in the Republic of South Africa and any such change shall only be effective upon giving of notice in writing of such change by such party to the other parties. All payments, notices, offers, acceptances or communications intended for the various parties shall be made or given at such party's domicilium for the time being, and if forwarded by pre-paid registered post, shall be deemed to have been made or given seven days after the date of posting.