Client Terms and Conditions

This represents a binding agreement

between

THAWT (Pty) Ltd, THAWT Inc, THAWT Advisory Services (Pty) Ltd, associate persons, partners, directors, staff and other related parties that provide goods and/or services via this platform.

(Hereinafter referred to as THAWT)

and

any entity or person who accepts these terms and conditions and uses this platform to procure goods and/or services from THAWT.

(Hereinafter referred to as CLIENTS)

Thank you for considering THAWT as your service provider. We will attempt to give you our best service at all times. While we strive to develop handshake relationships we are aware that legal agreements protect relationships.

1. THAWT ADVISORY SERVICES (PTY) LTD

We are a South African association of consultants. We are not a partnership under South African Law. Our principal place of business is at 3 Monte Vista Boulevard, Monte Vista.

We use the services of partners and/or staff from other associate firms in providing services to CLIENTS. When we use the services of such partners or staff in connection with this engagement they are deemed to be acting as our servants or agents and not the partners, servants or agents of any other person and we shall assume liability for their activities as if they were in all respects our partners or staff.

References in these terms of business to “we”, “us” or “our” shall be construed accordingly.

2. OUR RESPONSIBILITIES

We will provide the services described in our engagement letters (or such variations as may subsequently be agreed in writing between us) with reasonable skill and care in accordance with the professional standard expected of us and in a timely manner.

The nature and content of any advice we provide will necessarily reflect the specific scope and limitations of our engagement, the amount and accuracy of information provided to us and the timescale within which the advice is required. If at CLIENTS request, we provide our advice in an abbreviated format or timescale, CLIENTS acknowledge that they will not receive all the information have would have, had we provided a full written report or had more time in which to carry out the work.

If general advice is provided, the applicability of this will depend on the particular circumstances in which it is to be used by CLIENTS (of which we might not be aware) and should be viewed accordingly. In relation to any particular transaction, specific advice should always be sought, and all material information provided to us.

Our advice is provided for the purposes of this engagement and we disclaim any responsibility for the use of our advice for a different purpose or in a different context.

Unless otherwise directed by CLIENTS, we may correspond by means of the Internet or other electronic media. Where we do so, whilst we will take reasonable steps to safeguard the security and confidentiality of the information transmitted, CLIENTS acknowledge that we cannot guarantee its security and confidentiality. While it is our policy to check all correspondence with anti-virus software, we cannot guarantee that transmissions will be free from infection. If the communication relates to a matter of significance on which you wish to rely and you are concerned about the possible effects of electronic transmission you should request a hard copy of such transmission from us.If you wish us to password protect all or certain documents transmitted, you should discuss this with us and we will make appropriate arrangements.

3. CLIENTS RESPONSIBILITIES

In relation to all our work for CLIENTS it is the responsibility of CLIENTS staff to provide us with complete, accurate and timely information where we have requested this and to carry out any other obligations ascribed to CLIENTS or others under its control. We will not be responsible for any consequences which may arise from any delay or failure by CLIENTS to do so and these may also result in additional fees for which invoices may be raised.

CLIENTS remain responsible for any commercial decisions that it makes, and regard must be had to the restrictions on the scope of our work and to the large number of other factors, commercial and otherwise, of which CLIENTS and its other advisers are, or should be, aware by means other than our work.

As directors of the CLIENT companies, you are responsible for ensuring that the entity keeps adequate accounting records, for the selection and application of appropriate accounting policies, for preparing financial statements that fairly present the financial position, results of operations and cash flows of the entity in accordance with International Financial Reporting Standards and in the manner required by the Companies Act in South Africa. You are also responsible for making available to us, as and when required, all the entity's accounting records, all other relevant records, including minutes of all management and shareholders' meetings, and information and explanations which we consider necessary for the performance of our duties.

4. DETECTION OF FRAUD, ERROR AND NON-COMPLIANCE WITH LAWS AND REGULATIONS

The primary responsibility for safeguarding the assets of the entity and the prevention and detection of fraud, error and non-compliance with laws or regulations rests with both those charged with governance of the entity and with management of the entity. It is the responsibility of those charged with governance of the entity to ensure, through oversight of management, that the entity establishes and maintains internal control to provide reasonable assurance with regard to the reliability of financial reporting, effectiveness and efficiency of operations and compliance with applicable laws and regulations. It is the responsibility of management to establish a control environment and maintain policies and procedures to assist in achieving the objective of ensuring, as far as possible, the orderly and efficient conduct of the entity’s business.

Our work is planned and performed so that we have a reasonable, but not absolute, assurance of detecting material misstatements in the financial statements or accounting records, including any material misstatements resulting from fraud, error or non-compliance with laws or regulations. Our work may not include a detailed audit of transactions, such as would be necessary to disclose errors or fraud that did not cause a material misstatement of the financial statements. It is important to recognise that there are inherent limitations in an outside consulting service.

Thus, irregularities, if they exist, may not be detected if there is deliberate concealment and forgery to prevent their detection. However, we will communicate any illegal acts, material errors, identified fraud or information that indicates that a fraud may exist, identified during our assignment, to the appropriate level of management as soon as practicable.

In terms of Section 29 of the Financial Intelligence Centre Act we are required by law to report to the Financial Intelligence Centre certain suspicious or unusual transactions of which we become aware, such as those which may involve money laundering, which have no apparent business or lawful purpose, or which may be relevant to an investigation of evasion or attempted evasion of tax. This statutory requirement, which applies to both prospective Clients and existing Clients, overrides the professional ethics rules of confidentiality, which we observe.

5. COMMUNICATION WITH THOSE CHARGED WITH GOVERNANCE

We will communicate as pre-agreed per assignment.

6. MANAGEMENT REPRESENTATIONS

As part of our normal accounting procedures, we shall request appropriate directors or senior officials to confirm to us in writing each year such facts or judgments and any other oral representations which we have received from them during the course of our work on matters having a material effect on the financial statements.We will also ask them to confirm in that letter that all important and relevant information has been brought to our attention.

7. REPORTING TO THIRD PARTIES

Our work is intended for the benefit of those to whom it is addressed.The work will not be planned or conducted in contemplation of reliance by any third party or with respect to any specific transaction.Therefore, items of possible interest to a third party will not be specifically addressed and matters may exist that would be assessed differently by a third party, possibly in connection with a specific transaction.

8. ELECTRONIC COMMUNCATIONS

During the engagement we may from time to time communicate electronically with each other.However, the electronic transmission of information cannot be guaranteed to be secure or virus or error free; such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use.We recognise that systems and procedures cannot be a guarantee that transmissions will be unaffected by such hazard.

We confirm that we each accept the risks of and authorise electronic communications between us. We each agree to use commercially reasonable procedures to check for the then most commonly known viruses before sending information electronically.We shall each be responsible for protecting our own systems and interests in relation to electronic communications and the entity and THAWT (including our respective directors, employees or agents) shall have no liability to each other on any basis, whether in contract, delict (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us and our reliance on such information.

The exclusion of liability in the previous clause shall not apply to the extent that any liability arises out of acts, omissions or misrepresentations which are in any case criminal, dishonest or fraudulent on the part of our respective directors, employees, or agents.

9. INTELLECTUAL PROPERTY RIGHTS

We retain all copyright and other intellectual property rights in everything developed by us either before or during the course of an engagement including systems, methodologies, software and know-how. We also retain all copyright and other intellectual property rights in all reports, written advice or other materials provided by us to CLIENTS although CLIENTS will have the full right to distribute copies of these materials within its own organisation. If CLIENTS wish to distribute copies of these materials outside its own organisation this will require our permission.

10. USE OF THAWT SOFTWARE

We may develop software, including spreadsheets, documents, databases and other electronic tools to assist us with our assignment.In some instances, these aids may be provided to you upon request.As these tools were developed specifically for our purposes and without consideration of any purpose for which you might use them, they are made available on an "as is" basis for your use only and should not be distributed to or shared with any third party.Further, we make no representations or warranties as to the sufficiency or appropriateness of the software tools for any purpose for which you may use them.Any software tools developed specifically for you will be covered under a separate engagement letter.

11. WORKING PAPERS AND OTHER DOCUMENTS

We will retain our working papers and other documents produced by us in the course of our engagement. These documents are our property and CLIENTS has no right of access to them. Should CLIENTS wish to obtain access to these documents, we will consider, in our sole discretion, making them available to CLIENTS for inspection on terms determined by us. Nothing contained herein may be construed as granting CLIENTS any right of access to these documents.

It is our normal practice to retain documents relating to any engagement for five years after the end of the relevant assignment. Thereafter, unless separate arrangements have been made, the documents may be destroyed without reference to CLIENTS.

12. OWNERSHIP OF AND ACCESS TO AUDIT, ACCOUNTING AND/OR OTHER FILES

The files for our engagements created by us during the course of the assignment, including electronic documents and files, are the sole property of THAWT.

13. CLIENT DOCUMENTS

If we are provided with custody of any documents belonging to CLIENTS, those documents will be retained during the course of our appointment (unless their return is requested), at the end of which they will be returned to CLIENTS unless separate arrangements have been made.

We reserve the right, where fees have been invoiced and payment is outstanding to us, to exercise a lien in respect of those outstanding fees over any documents belonging to CLIENTS which may be in our possession, in respect of any and all outstanding fees.

14. PROTECTION OF PERSONAL INFORMATION ACT

In terms of the Protection of Personal Information Act, as it relates to the scope of services provided by THAWT, THAWT is hereby given permission to use and distribute only relevant personal information of Clients and any and all of its directors, trustees, employees, officer bearers, connected persons and other related persons. Such permission is hereby granted and Clients will ensure that all permissions are obtained from the relevant individuals.

15. OUR FEES AND INVOICING ARRANGEMENTS

Unless written agreement is reached to the contrary, our fees are based on the number and seniority of staff required, the degree of skill and responsibility involved and the resources required to complete the engagement. Our charges will be reviewed from time to time. We will also charge for any disbursements incurred during the engagement and we will add VAT to charges and disbursements if applicable. Any fee estimate we may provide is not an agreement to perform the services within a fixed time or for a fixed fee.

Our fees are computed on the basis of the time spent on your affairs by our management, specialists and staff and on the levels of skill and responsibility involved.The fees will be subject to review by us each year and will vary with a number of factors including the extent of the assistance we receive from members of Client staff in preparing routine schedules and analyses.

Our fees exclude VAT and reasonable out of pocket expenses including but not limited to printing and traveling costs.

Any additional, unbudgeted, work will be charged but will be agreed via email before work commences. A return email, from the Client representative, accepting the additional costs will be taken as formal approval.

Please note that our fees/charge-out rates may increase.

Any fee budget agreed with is necessarily based on the assumption that the information required for our work is made available in accordance with agreed timetables, and that key executives and personnel are available during the course of our work. If delays or other unanticipated problems which are beyond our control occur this may result in additional fees for which invoices will be raised on the above basis; we will advise CLIENTS of delays as they occur and will estimate their effect.

We will submit invoices for services provided and disbursements incurred on an interim basis as the work progresses. Invoices are payable upon presentation. In the event that invoices are not settled within 30 days of presentation, we shall be entitled to charge compound interest monthly at a rate of 3% above bank prime rate until the debt is settled.

16. TIMING

Engagement timing will be agreed per assignment.

17. QUALITY OF SERVICE

It is our desire to provide you at all times with a high quality service to meet your needs. If at any time you would like to discuss with us how our service to you could be improved or if you are dissatisfied with the service you are receiving please contact a Level 3 Associate on the Platform.

We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.If we have given you a less than satisfactory service, we shall do everything reasonable to rectify the situation.

18. INFORMATION AND CONFIDENTIALITY

We confirm that where CLIENTS us confidential information we shall at all times keep it confidential and CLIENTS agrees that it will be sufficient compliance with our duty of confidence for us to take such steps as we in good faith think fit to preserve confidential information from misuse both during and after termination of this engagement. If we misuse the confidential information, thereby causing CLIENTS loss, we shall be liable to CLIENTS.

Without in any way detracting from the duty of confidentiality which we owe CLIENTS we reserve the right to act for CLIENTS competitors or other Clients, whose interests are or may be opposed to CLIENTS.

With the exception of our audit report and other reports which we expressly agree may be provided to third parties, the reports, letters, information and advice we provide to CLIENTS during this engagement are given in confidence solely for the purpose of this engagement and are provided on the condition that CLIENTS undertakes not to disclose these, or any other confidential information made available to CLIENTS by us during the course of our work, to any third party (being a party other than those to whom the report, letter, information or advice is addressed) without our prior written consent.

Where it is envisaged that reports, letters, information or advice given by us to CLIENTS will be provided to or used by a third party, CLIENTS will inform us so that we can stipulate terms regarding such provision or require the third party to enter into a direct relationship with us before any report, letter, information or advice is provided to that third party. Unless the third party agrees appropriate terms with us, we recognise no responsibility whatsoever other than that owed to CLIENTS in the context of this engagement as at the date on which our report or other advice is given to CLIENTS.

Neither CLIENTS nor THAWT will we be prevented from disclosing confidential information:

1. which is or becomes public knowledge other than by a breach of an obligation of confidentiality;
2. which is or becomes known from other sources without restriction on disclosure; or
3. which is required to be disclosed by law or any professional or regulatory obligation.

CLIENTS recognize that, for the purposes of carrying out our responsibilities in this engagement, we shall not be treated as having notice of information which may have been provided to individuals within this firm who are not involved in this engagement.

We will discuss Client confidential matters and documents only with members of our staff directly concerned with this engagement. We are bound by our policies and professional standards not to disclose to any persons who are not members of the firm, any information relating to a Client’s business acquired in the course of our duties. This limitation will obviously not apply in compliance with any order of court, subpoena or other judicially enforceable directive. Furthermore, the firm and its employees maintain complete independence of interest and mental attitude in relationships with Clients.

19. WORKING FOR OTHER CLIENTS

We will not be prevented or restricted by virtue of our relationship with you, including anything in this engagement letter, from providing services to other Clients.Our standard internal procedures are designed to ensure that confidential information communicated to us during the course of this assignment will be maintained confidentially.

20. RELIANCE OF THAWT REPORTS OR ORAL COMMENTS

To keep you informed of our progress and to facilitate discussion during the engagement, we may provide comments, reports or letters in oral or THAWT form. As these represent work in progress and not our final opinions or conclusions, we do not assume a duty of care to you (or anyone else) in respect of their content. The final results of our work and our definitive conclusions will be set out in our final written reports or letters and nowhere else.

Any oral comments or explanations we may give in relation to our final written reports and letters are not intended to be a substitute for a proper reading of our reports and letters and are not intended to have any greater significance than explanations of matters contained in the final written reports or letters.

21. HEALTH AND SAFETY

We acknowledge our statutory responsibility to co-operate with CLIENTS and safety requirements, provided we are given notice of these. Whilst on CLIENTS premises our partners, staff and sub-contractors shall be afforded by CLIENTS the same protection for health and safety purposes as is due to its employees. If we are required by CLIENTS enter the premises of a third-party CLIENTS will procure that the third party also affords such protection to our partners, staff and subcontractors as is due to its employees.

22. OUR LIABILITY

By engaging us CLIENTS agrees that any claim of any sort whatsoever arising out of or in connection with this engagement shall be brought only against us and that no claims in respect of this engagement will be brought personally against any persons involved in performance of this engagement, whether actual or deemed servants or agents of us or not, and CLIENTS agrees not to bring any proceedings of any sort whatsoever arising out of or in connection with this engagement in any jurisdiction against THAWT or any partner or staff thereof.

23. LIMITATION OF LIABILITY

Our liability (which, for the purposes hereof, will exclude liability for death or personal injury, or resulting from our fraud, or any other liability for which restriction or exclusion is prohibited by law) for the aggregate of all claims arising out of or in connection with this engagement during any annual period in respect of breach of contract or breach of duty or fault or negligence or otherwise (collectively referred to herein as “fault”) shall be limited to the lower of the two figures produced by the operation of the following two sub-paragraphs:

1. Subject to the terms hereof, our liability in respect of fault arising out of or in connection with this engagement shall be limited in total to twice the estimated fee (or, if greater, the total amount of the fees charged by us to you under this engagement in the annual period during which the claims arise) to cover claims of any sort whatsoever (including interest and costs) arising in such annual period out of or in connection with this engagement.
2. Subject to the terms hereof, our liability to you in respect of fault arising out of or in connection with this engagement shall be limited to that proportion of the loss or damage (including interest and costs) suffered by you, which is ascribed to us by a Court of competent jurisdiction or Arbitrator allocating a proportionate responsibility to us having regard to the contribution to the loss or damage in question of you or any other person based upon relative degrees of fault; it being a term of this engagement that the provisions of Section 1 of the Apportionment of Damages Act, 1956 will apply to all claims between us and “fault” and “loss or damage” as used herein shall respectively be deemed to fall within the meanings of “fault” and “damage” as contained in Section 1 of the Apportionment of Damages Act, 1956.

In the event of this annual engagement being renewed then, in the absence of any specific provision to the contrary, the terms of this paragraph shall apply to such new engagement mutatis mutandis.

24. OUR STAFF

CLIENTS undertake that during the course of this engagement and for a period of six months following its conclusion it will not:

1. solicit or entice away (or assist anyone else in soliciting or enticing away) any member of our professional staff with whom CLIENTS has had dealings in connection with this engagement during the 12 months immediately prior to its approach; or
2. employ any such person or engage them in any way to provide services to CLIENTS.

This undertaking shall not apply in respect of any member of our staff who without having been previously approached directly or indirectly by CLIENTS responds to an advertisement placed by CLIENTS or on its behalf.

In the event of a breach of the terms of this undertaking which leads to the departure of an individual, CLIENTS will pay to THAWT, on demand, a sum equivalent to 30% of the total annual remuneration package paid by THAWT to the individual prior to his or her departure.CLIENTS acknowledge that this provision is a fair and reasonable term intended to be a genuine assessment of the likely loss to us.

25. COMMISSIONS

Where commissions other than the THAWT commissions are payable as a result of any engagement we will notify CLIENTS of the amounts at the time the transactions concerned are carried out. THAWT commissions are transparent in our Rules and Regulations and will be disclosed in our invoicing process. We will not be liable to pay to CLIENTS any such commission paid to THAWT or by THAWT.

26. FORCE MAJEURE

Subject to section 4 above, neither CLIENTS nor shall we be liable in any way for failure to perform our respective obligations under this engagement if the failure is due to causes outside the reasonable control of the party which has failed to perform.

27. TERMINATION

Our services may be terminated by either party by notice in writing to the regular correspondence address of the other party marked for the appropriate partner or contact. In the event of termination, fees and expenses incurred to the date of termination are payable by CLIENTS.

28. SEVERANCE OF TERMS

In the event that any of the terms of business is held to be invalid, the remainder of the terms will continue in full force and effect.

29. GOVERNING LAW AND JURISDICTION

These THAWT Client Terms and Conditions when accepted by you, in writing, as confirmed by your successful registration on the portal, shall be governed by and construed in accordance with the laws of the Republic of South Africa and any dispute arising out of this engagement or these terms shall be subject to the exclusive jurisdiction of the South African courts. Each party irrevocably waives any claim that the action has been brought in an inconvenient forum or to claim that such Courts do not have jurisdiction.

30. OUR SERVICE

If at any time CLIENTS would like to discuss with us how our service to CLIENTS could be improved, or if CLIENTS is dissatisfied with the service it is receiving, CLIENTS may take the issue up with its usual partner contact. If CLIENTS prefer an alternative route, please contact Afzal Khan, our Chief Executive, at 3 Monte Vista Boulevard, Monte Vista.

We undertake to investigate any complaint carefully and promptly and to do all we can to explain the position to CLIENTS. If we have given CLIENTS a less than satisfactory service we undertake to do everything reasonable to put it right and if CLIENTS is still not satisfied, CLIENTS may of course take matters up with our professional institute.

31. ACKNOWLEDGEMENT AND ACCEPTANCE

These THAWT Client Terms and Conditions will remain effective, from one appointment to another, until an updated THAWT Client Terms and Conditions replaces it.By clicking accept THAWT Client terms and Conditions you will have confirmed, in writing, your agreement to the terms contained in this document.Please note that successful registration is confirmation of acceptance of our THAWT Client Terms and Conditions. If you wish to discuss the THAWT Client Terms and Conditions further before accepting please contact a level 3 Associate.

Yours faithfully

________________________

THAWT