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Comotion Dash Subscription License Terms

version: 16 April 2024

These terms and conditions (the "Comotion Dash Subscription License Terms" or "these terms") together with the signed Order govern the access and use of the Comotion Dash Platform and Services by Comotion's Client. Each Order which incorporates these Comotion Dash Subscription License terms by reference shall constitute a separate agreement. "This Agreement" shall mean the applicable order and these Comotion Dash Subscription License Terms.

This Agreement does not apply to consulting, implementation, training and other professional services ("Professional Services'). Comotion may provide Client with professional services from time to time provided that the Parties have entered into a separate services agreement in respect of such services.

Comotion may make changes to these terms from time to time, and if we do, we will notify Clients by revising the date at the top of these terms. Comotion will not make changes that have the effect of imposing additional fees or charges without providing additional notice to Clients. You should look at these terms regularly. Unless otherwise noted, changes to these terms will be effective immediately, and by continuing to access and use the Services, Client confirms its acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services and Software and, if applicable, cancel your subscription.

1 DEFINITIONS AND INTERPRETATION

1.1 "Agreement" means the applicable Order and these terms and conditions.

1.2 "Authorised Users" means those employees, agents and independent contractors of Client who are authorised by Client to access the Platform.

1.3 "Business Day" means any day that is not a Saturday, Sunday or a public holiday gazetted in the Republic of South Africa from time to time.

1.4 "Client Administrator" means Client staff member specified as such in the Order, and who is authorised by Client to create an account for Client to access the Platform.

1.5 "Confidential Information" means any non-public or proprietary information about a disclosing Party's business related to technical, commercial, financial, employee, or planning information that is disclosed to the other Party in connection with their business relationship, and (a) is identified in writing as confidential at the time of disclosure; or (b) is by its nature confidential or the receiving Party knows, or should reasonably know,is confidential. The terms and conditions of this Agreement and Comotion's proprietary software and Services shall be deemed to be Confidential Information of Comotion, and all Client Data shall be deemed Confidential Information of Client. "Confidential Information" does not include information that: (1) has become public knowledge through no fault of the receiving Party; (2) was known to the receiving Party, free of any confidentiality obligations, prior to disclosure by the disclosing Party; (3) becomes known to the receiving Party, free of any confidentiality obligations, from a source other than the disclosing Party; (4) is independently developed by the receiving Party without the use of Confidential Information.

1.6 "Documentation" means the applicable technical specification and usage documentation made available to Client by Comotion in connection with the Comotion Dash Platform and Services. "Documentation" does not include any third-party content published in user forums, content related to any future functionality or communications exchanged between Comotion and Client.

1.7 "Fees" means the fees payable by Client to Comotion as set out in the Order.

1.8 "Client" means the entity identified in the applicable Order as "Client"ClientOrder.

1.9 "Client Data" means any data that Client gives Comotion access to to enable Comotion to provide the Services.

1.10 "Comotion" means the entity so named in the Order.

1.11 "Start Date" means the date so indicated in the Order.

1.12 "Data Protection Legislation" means any applicable data protection or data privacy laws applicable in South Africa or any other jurisdiction in which the Services may be provided from time to time and shall include the Protection of Personal Information Act, 4 of 2013.

1.13 "Good Industry Practice" means in relation to an obligation, undertaking, activity or a service, the exercise of the degree of skill, speed, care, diligence, judgement, prudence and foresight and the use of current practices, controls, systems, technologies and processes, which would be expected of a skilled, experienced and market leading software developer or service provider (as applicable) performing the same or similar obligation, undertaking, activity, or service, and utilising and applying skilled resources with the requisite levels of expertise.

1.14 "Intellectual Property Rights" means copyright, patents, registered designs, trademarks (whether registered or not), trade secrets, database rights, design rights, service marks and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions that grant similar rights.

1.15 "License Term" means has the meaning given to it in section 2.1 (Term).

1.16 "Parties" means Comotion and Client and "Party" will mean any one of them as the context may indicate.

1.17 "Personal Information" has the meaning given to it in the Protection of Personal Information Act, 4 of 2013.

1.18 "Platform" means the Comotion Dash data and insights software-as-a-service platform operated by Comotion and/or its Affiliates;

1.19 "Services" means the services accessible via the Platform.

1.20 "Software" means any downloadable tools, software development kits, or other such computer software provided by Comotion in connection with the Services, and any updates Comotion may make to such Software from time to time.

1.21 "Order" means an agreement entered into between Client and Comotion in respect of the provision of Services;

1.22 "VAT" means value-added tax, chargeable under the Value-Added Tax Act, 1991.

2 LICENSE AND TERM

2.1 Term. The Agreement shall commence on the Start Date specified in the Order and shall continue for the Initial Term stated in the Order unless terminated earlier in accordance with these terms conditions or the Order. The Agreement shall automatically renew for successive 12 month periods on the anniversary of the Start Date (each a "Renewal Term").

2.2 License Grant. Subject to the terms and conditions of this Agreement, Comotion grants Client, during the License Term, a non-transferable non-exclusive license to permit Authorised Users to access the Comotion Dash Platform and to use the Comotion Dash Services in accordance with this Agreement for Client's internal business purposes.

2.3 License Restrictions. Except to the extent expressly permitted under this Agreement, Client agrees as a condition of the above license that it must not, and shall not assist or knowingly permit any third party to:

2.3.1 knowingly or negligently access, store, distribute or transmit any viruses, or any material during the course of its use of the Platform or Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property.

2.3.2 use the Platform and Services in (a) violation of any applicable law or regulation, or (b) a manner that would cause a material risk to the security or operations of Comotion or any of its Clients, or to the continued normal operation of other Comotion Clients;

2.3.3 (a) misappropriate any part of the Services, (b) modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect to the Platform, Services or any Software (or any part thereof); or (c) distribute, republish, download, display, transmit, sell, rent, lease, host, or sub-license the Platform, Services or Software (or any part thereof);

2.3.4 attempt to interact with the operating system underlying the Platform or Services, damage or tamper with any part of the Platform or Services or knowingly breach or circumvent any Service security measure;

2.3.5 remove, obscure, or alter any proprietary notices associated with the Platform and Services (including the Documentation); or

2.3.6 share, or allow Authorised Users to share, login credentials and passwords, or allow use of the same login credentials by more than one person.

2.4 Authorised Users. Only Authorised Users of Client may access and use the Platform and Services. Client may not allow any person other than Authorised Users to access and/or use the Platform and Services. Client is responsible for (a) its Authorised Users' access to and use of the Platform and Services, and (b) unauthorised access to its Authorised Users' login credentials and passwords. Client shall provide Comotion with a list of Authorised Users promptly upon Comotion's request from time to time. Should an Authorised User of Client no longer require access to the Platform, the responsibility will be that of Client to promptly revoke that Authorised User's access to the Platform. Client shall immediately notify Comotion in writing if it adds or removes any Authorised Users.

2.5 User Terms. Client warrants, undertakes and represents for the duration of this Agreement that each of its Authorised users shall comply with the Comotion Dash User Terms (the "User Terms") available https://docs.comotion.us/Comotion%20Dash/Legal/Terms%20%26%20conditions.html . Each Authorised User shall be required to accept the User Terms electronically prior to accessing the Platform and Services. Comotion reserves the right to investigate any potential violation of the User by Client or its Authorised Users.

2.6 Use by Affiliates. If specified in the Order, Customer may allow Authorised Users of its Affiliates to access and use the Platform and Services.

2.7 Regional Service Limitations. Unless use in a Restricted Country is specifically authorised in the Order, Client is not permitted to use or allow its Authorised Users to use the Services in any Restricted Country. "Restricted Country" means mainland China, Russia and any other country where access or usage is restricted by local laws.

2.8 License Compliance. Comotion may from time to time verify that Client, its Affiliates (if appliable) and Authorised Users' access and use of the Platform and Services comply with this Agreement. Client shall reasonably cooperate with any such verification and shall promptly provide Comotion with any information and documentation reasonably necessary to verify its compliance.

2.9 Suspension. Comotion reserves the right, without incurring any liability and without prejudice to its other rights, to disable Client's access to the Platform or any part of the Services at any time in accordance with sections 2.9.1 (User Terms Violations), 2.9.2 (Other Suspension) or 5.4 (Non-Payment). Comotion will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Client's request, Comotion will, unless prohibited by applicable law, notify Client of the basis for the Suspension as soon as is reasonably practicable.

2.9.1 User Terms Violations. If Comotion becomes aware that Client's or any Authorised User's use of the Services violates the User Terms, Comotion will notify Client and request that Client correct the violation. If Client fails to correct the violation within 24 hours of Comotion's request, then Comotion may suspend all or part of Client's (including any Authorised User's) use of the Services until the violation is corrected.

2.9.2 Other Suspension. Notwithstanding Section 2.9.1(User Terms Violations), Comotion may immediately suspend all or part of Client's use of the Services if (a) Comotion reasonably believes suspension is needed to protect the Services, Comotion's infrastructure supporting the Services, or any other client of the Services (or their authorised users); (b) there is suspected unauthorised third-party access to the Services; (c) Comotion reasonably believes that immediate suspension is required to comply with any applicable law; or (d) Client is in breach of sections 2.3 (License Restrictions), 2.5 (Acceptable Use Policy) or 2.7 (Regional Service Limitations).

3 COMOTION'S OBLIGATIONS

3.1 Comotion shall provide the Service in accordance with this Agreement and applicable law.

3.2 Comotion will grant the Client Administrator access to the Platform and Services in accordance with this Agreement as of the Start Date.

4 CLIENT'S OBLIGATIONS

4.1 Client will (a) ensure that Client and its End Users' use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorised use of, or access to, the Services, and (c) immediately notify Comotion if it suspects or becomes aware of any unauthorsed use of, or access to, the Platform or Services, or any Authorised User's password.

5 FEES AND PAYMENT

5.1 Fees. In consideration for the Services, Client shall pay to Comotion the Fees as set out in the Order.

5.2 Payment. Unless otherwise provided for in the Order, undisputed invoiced amounts must be paid within 15 days from date of invoice ("Due Date"). Fees must be paid via electronic funds transfer into the Comotion bank account as detailed in the relevant invoice,

5.3 Taxes. All Fees are exclusive of VAT or any other payable taxes or duties and Client assumes the responsibility for paying such taxes and duties as required.

5.4 Failure to Pay. If Client fails to pay any undisputed invoiced amount by the Due Date, Comotion may charge Client interest on such overdue amounts at Prime Rate plus 2% (two percent) per annum, compounded monthly. Unless Client has correctly notified Comotion of a dispute, Client must reimburse Comotion's reasonable collection costs.

5.5 Annual changes. Comotion may change the Fees in respect of each Renewal Term but no more than once per annum. Comotion will notify Client of any fee change in advance, with the option to cancel.

5.6 Disputes. If Client believes in good faith that Comotion has incorrectly billed Client, it must contact Comotion in writing within 30 days of the invoice date, specifying the error. The Parties will each appoint a representative and will each cooperate with the other in good faith to resolve the dispute amicably within 10 Business Days' of Client's dispute notice. Customer must pay the undisputed portions of Comotion's invoice as required by this Agreement

6 CLIENT DATA PRIVACY AND PROTECTION

6.1 Ownership of Client Data. Comotion acknowledges that in providing the Services to Client, Comotion may be exposed to Client Data. All Client Data provided by Client to Comotion, or to which Comotion may be exposed, shall remain at all times the sole property of Client and shall constitute Confidential Information. Client shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.

6.2 Permitted Use. Comotion will not use nor make available for use any Client Data without Client's permission, other than in terms of this Agreement. Client agrees that Comotion and its Affiliates may use, copy, transmit, sub-license, aggregate, model, index, store, and display Client Data for one or more of the following: (a) to perform its obligations under this Agreement; (b) for product improvement and development; (c) to publish and distribute anonymized information (i.e. information where neither Client nor its customers are capable of being identified, which may be aggregated with other clients' anonymous information); or (d) to enforce its rights under this Agreement.

6.3 Cloud Storage. Data privacy and security is important to Comotion, so it makes use of commercially available, reputable third party cloud computing services for storing Client Data. Client herewith agrees to its Client Data being stored in such third party cloud environment subject to the standard terms and conditions of Comotion's third party service provider, provided that Comotion will use commercially reasonable efforts to ensure that such data storage is compliant with applicable legislation and meets the security obligations set out in this Agreement.

6.4 Unauthorised Access. Comotion shall reasonably endeavour to ensure that no Client Data is accessed in an unauthorised manner for the duration of the Agreement. Comotion shall promptly inform Client if any Client Data has been accessed in an unauthorised manner or if Comotion suspects that such access has occurred.

6.5 Personal Information Warranties.

6.5.1 Each Party warrants that it will comply with the Comotion Data Privacy Policy in respect of the provision and use of the Services (respectively).

6.5.2 Comotion warrants and represents for the duration of the Agreement that it shall comply with all relevant Data Protection Legislation as may be applicable to Comotion's processing of Personal Information on behalf of Client in the performance of the Services hereunder (including the Protection of Personal Information Act, 4 of 2013).

6.5.3 Client warrants and represents for the duration of the Agreement that it has the necessary rights, licenses and consents required under the applicable Data Protection Legislation to transfer Personal Information to Comotion and to authorise Comotion and its subprocessors to process all Personal Information on its behalf, including transferring such Personal Data to the United Kingdom and/or European Economic Area.

6.6 Limited Retention. If access to the Platform is terminated by Comotion as a result of Client's breach or non-payment, a backup of the Client Data will be maintained for a period of 2 (two) months, whereafter it will be securely destroyed by Comotion. Client will not be able to access the Client Data during this period, except, in the case of termination for non-payment, that Comotion will give Client access to the Client Data if it received payment in full of all outstanding fees.

7 INFORMATION SECURITY

7.1 Comotion shall implement and maintain throughout the term of this Agreement, appropriate technical and organisational measures in accordance with applicable laws and Good Industry Practice to safeguard the Client Data.

7.2 Without limiting the generality of the foregoing, Comotion shall implement and/or use network management and maintenance applications and tools, and appropriate intrusion detection, identity management, and encryption technologies. Client Data in transit shall be encrypted in accordance with Good Industry Practice.

7.3 In the unlikely event of lost or damaged Client Data, Client's sole remedy will be Comotion's reasonable commercial endeavours to restore Client data from the latest Comotion backup.

8 CONFIDENTIALITY

8.1 The receiving party will treat Confidential Information with reasonable care and disclose only on a need-to-know basis or as permitted under this Agreement. The receiving party will only use Confidential Information for the purposes of performing its obligations or as permitted under this Agreement. However, a receiving party may disclose Confidential Information: (a) if approved by the other party in writing; (b) if required by law or regulation; (c) in the event of dispute between the parties, as necessary to establish the rights of either party; or (d) as necessary to provide the Services hereunder. In the case of (b) and (c), the receiving party will provide reasonable advance notice to the other party and provide reasonable assistance to limit the scope of the disclosure, unless prohibited by law or regulation.

8.2 For the purpose of this section 8 (Confidentiality) and the definition of "Confidential Information" at section 1.5, a reference to a "party" means a Party and its Affiliates. The receiving party is responsible for ensuring that its representatives and Affiliates fully comply with the obligations of the receiving party under this section 8.

9 INTELLECTUAL PROPERTY RIGHTS

9.1 IP Ownership. Neither Party shall acquire any title or interest of any kind in any Intellectual Property Rights owned by the other Party. All Intellectual Property Rights owned by a Party and all modifications made by it to that Intellectual Property, shall at all times remain the sole property of that Party.

9.2 Feedback. At its option, Client may provide feedback or suggestions about the Services to Comotion ("Feedback"). If Client provides Feedback, then Comotion and its Affiliates may use that Feedback without restriction and without obligation to Client.

10 WARRANTIES AND DISCLAIMERS

10.1 Warranties. Each party represents and warrants that it has all necessary rights and authority to (i) enter into this Agreement, and (ii) perform its obligations hereunder.

10.2 Disclaimers.

10.2.1 Comotion provides the Services on an "as-is" basis. Except as expressly provided for in this Agreement and to the maximum extent permitted by applicable law, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY DISCLAIMS, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT (but the foregoing will not limit either Party's Intellectual Property infringement indemnification obligations set forth in section 11 (Indemnities) of these terms).

10.2.2 Client acknowledges that (a) neither Comotion, its Affiliates nor its third-party providers controls Client equipment, the third party cloud environment in which the Platform is hosted or the transfer of data over communications facilities (including the internet); (b) the Services may be subject to limitations, interruptions, delays, cancellations, and other problems inherent in the use of the communications facilities (including search engines and social media channels); and (c) it is fully responsible to install appropriate security updates and patches. Comotion, its Affiliates, and its third-party providers are not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage resulting from these problems.

10.2.3 Comotion does not warrant that any results obtained through the use of the Platform or Services will be correct, accurate or reliable, or that any defects in the Service can or will be corrected. Comotion accepts no responsibility or liability for the accuracy of any User data.

11 INDEMNITIES

11.1 Indemnified Liabilities. For purposes of this section 11 "Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.

11.2 Comotion Indemnification Obligations. Comotion will defend and indemnify Client against Indemnified Liabilities to the extent arising from a third party claim that the Services used in accordance with this Agreement, infringes the third party's Intellectual Property Rights.

11.3 Client Indemnification Obligations. Client will defend Comotion and its Affiliates providing the Services and indemnify them against Indemnified Liabilities to the extent arising from (a) any Client Data; or (b) Client's or an Authorised User's use of the Services in breach of the User Terms or Section 2.3 (License Restrictions).

11.4 Exclusions. Sections 11.2 (Comotion Indemnification Obligations) and 11.3 (Client Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party's breach of the Agreement, (b) a combination of the indemnifying party's technology with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement, and (c) in the case of Comotion or any of its Affiliates as the indemnifying party, any Services provided to Client free of charge.

11.5 Conditions. Sections 11.2 (Comotion Indemnification Obligations) and 11.3 (Client Indemnification Obligations) are conditioned on the following:

11.5.1 Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the claim and cooperate reasonably with the indemnifying party to resolve the allegation(s) and claim. If breach of this Section 11.5.1 prejudices the defense of the claim, the indemnifying party's obligations under Sections 11.2 (Comotion Indemnification Obligations) and 11.3 (Client Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

11.5.2 Any indemnified party must tender sole control of the indemnified portion of the claim to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

11.5.3 Remedies.

a) If Comotion reasonably believes the Services might infringe a third party's Intellectual Property Rights, then Comotion may, at its sole option and expense (i) procure the right for Client to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.

b) If Comotion does not believe the remedies in Section 11.5.3(a) are commercially reasonable, then Comotion may suspend or terminate Client's use of the impacted Services.

11.5.4 Sole Rights and Obligations. Without affecting either party's termination rights and to the extent permitted by applicable law, this Section 11 (Indemnities) states the Parties' sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement.

12 LIMITATION OF LIABILITY

12.1 Neither party shall be liable for any damages that could not reasonably have been foreseen by them before or on entering into this Agreement, including any damages calculated by reference to loss of profit, revenue, goodwill, or business opportunities, or damage to reputation.

12.2 Subject to section 12.1 and except for its indemnification obligations under section 11 (Indemnities), each Party's total aggregate liability for damages arising out of or relating to the Agreement whether under contract, delict (including negligence), or otherwise (regardless of whether foreseeable or contemplated by the parties) is limited to the Fees Client paid pursuant to the Order during the 12 month period immediately preceding the date on which the claim arose.

12.3 Nothing in the Agreement excludes or limits either party's liability for:

12.3.1 its fraud or fraudulent misrepresentation;

12.3.2 its payment obligations under the Agreement; or

12.3.3 matters for which liability cannot be excluded or limited under applicable law.

13 BREACH AND TERMINATION

13.1 This Agreement will endure for the License Term as set out in the Order Form unless terminated earlier in accordance with the terms of this Agreement or the Order.

13.2 In the event of any of the Parties ("the Defaulting Party") committing a breach of any of the terms of this Agreement and failing to remedy such breach within a period of 7 (seven) days after receipt of a written notice from another Party ("the Aggrieved Party") calling upon the Defaulting Party so to remedy, then the Aggrieved Party shall be entitled, at its sole discretion and without prejudice to any of its other rights in law, either to claim specific performance of the terms of this Agreement or to cancel this Agreement forthwith and without further notice, claim and recover damages from the Defaulting Party.

14 EFFECT OF TERMINATION

14.1 Effect of Termination or Expiration. Some or all of the Services may cease to operate without prior notice upon expiration or termination of the License Term Upon termination or expiration of this Agreement or any License Term, the licenses and associated rights to the Services will immediately terminate. Client Data stored within the Platform will be available to Client for 30 days after the termination or expiration in the same format then available within the reporting interfaces.

14.2 Deployment Risks. Client will be liable for any fees for any Services that are still in use or which remain active after termination or expiration of this Agreement. These fees will be invoiced to Client at the rate set out in the Order. If Comotion reasonably determines that Client's deployment of the Services is causing a material risk to the security or operations of Comotion or any of its other clients, or to the continued normal operation of other Comotion clients (each a "Deployment Risk"), then Comotion may, at any time, upon written notice to Client: (1) immediately suspend Client's access, in whole or in part, to the Services causing the Deployment Risk, until such Deployment Risk is resolved; or (2) as a final option, where Comotion has first used all commercially reasonable efforts to mitigate the Deployment Risk, Comotion may terminate the affected Cloud Services.

14.3 Survival. The termination or expiration of this Agreement will not affect any provisions of this Agreement which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: definitions, payment obligations, confidentiality, term and termination, effect of termination, intellectual property ownership, permitted use, license compliance, limitation of liability, privacy, usage information, and the "General Provisions" section below.

15 DISPUTE RESOLUTION

15.1 Arbitration. In the event of any dispute or difference arising between the Parties hereto relating to or arising out of this Agreement, including the implementation, execution, interpretation, rectification, termination or cancellation of this Agreement, the Parties shall forthwith meet to attempt to settle such dispute or difference, and failing such settlement within a period of sixty (60) days, the said dispute or difference may be submitted to arbitration on an informal basis in accordance with the provisions of the Arbitration Foundation of Southern Africa, which arbitration proceedings shall be held in Cape Town or such other place as the Parties may agree.

15.2 Injunctive Relief. Actual or threatened breach of certain sections of this Agreement (such as, without limitation, provisions on intellectual property (including ownership), license, privacy, data protection, and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Notwithstanding section 15.1 (Arbitration), either Party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach from a competent Court. For purposes of this section 15.2, the Parties agree to the exclusive jurisdiction the of the Western Cape High Court.

16 NOTICES AND DOMICILIA

16.1 The Parties select as their respective domicilia citandi et executandi the addresses noted in the Order, and for the purposes of giving or sending any notice provided for or required under this Agreement, provided that a Party may change its domicilium or its address for the purposes of notices to any other physical address by written notice to the other Party to that effect. Such change of address will be effective 5 (five) Business Days after receipt of the notice of the change.

16.2 All notices to be given in terms of this Agreement will be given in writing and will –

16.2.1 be delivered by hand courier service or email; and

16.2.2 if delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a Business Day will be presumed to have been received on the following Business Day.

16.3 Copies of all notices will be sent via email to the email address for notices for the relevant Party specified in the Order.

16.4 Notwithstanding the above, any notice given in writing, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause 15.

17 ENTICEMENT

Client will not, during the period of this Agreement or at any time thereafter persuade, induce, encourage or procure any employee (including directors, associates and/or consultants) employed by Comotion, or any other independent contractor/s engaged by Comotion, to terminate such employment or engagement or become employed by or engaged directly or indirectly in any way interested in or associated with any person, a firm or business of the kind conducted by Comotion.

18 FORCE MAJEURE

Neither Party is liable for failure to perform its obligations under this Agreement (except for any payment obligations) to the extent that performance is delayed, prevented, restricted, or interfered with as a result of any causes beyond its reasonable control, including acts of God, terrorism, labor action, fire, flood, earthquake, pandemic, denial of service attacks and other malicious conduct, utility failures, power outages, or governmental acts, orders, or restrictions.

19 GENERAL

19.1 Severability. Should any part of these terms and conditions be held by a court of competent jurisdiction to be unenforceable, the validity and enforceability of the remainder of the terms and conditions shall not be affected.

19.2 Assignment. Neither Party may cede their rights or delegate their obligations without the prior written consent of the other Party.

19.3 Modification. No alteration, cancellation, variation of, or addition to this Agreement shall be of any force or effect unless reduced to writing and signed by all Parties to this Agreement or their duly authorised representatives.

19.4 Precedence. This Agreement cancels and supersedes the terms and conditions of all prior negotiations and agreements between the Parties relating to the Services. To the extent of any conflict between these terms and the Terms of Use, these terms will prevail.

19.5 Entire Agreement. This document contains the entire Agreement between the Parties and no party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.

19.6 No Waiver. No indulgence, leniency or extension of time which any Party may give or allow to the other Party in respect of the performance of any obligation hereunder, shall in any way prejudice the Party giving or allowing the indulgence, leniency or extension or preclude such Party from exercising any of its rights an enforcing the obligations of the other Party in terms of this Agreement.

19.7 No Agency. Nothing in this Agreement shall create any relationship of agency and principal, partnership, or employer and employee (whether temporary or permanent) between the Parties or between any of the Parties and the Parties' Personnel or subcontractors. Nothing in this Agreement shall give either Party any authority to act or make representations on behalf of the other Party or to create any contractual liability to a third Party on behalf of the other Party.

19.8 Publicity. Comotion may reference Client in marketing materials, on websites, in discussions, case studies and white papers subject to prior written permission of Client.

19.9 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the law of the Republic of South Africa.