Last Update: 2026-05-20

PLATFORM SUBSCRIBER TERMS AND CONDITIONS

This Agreement is entered into by and between Rockup Group Proprietary Limited (“Tregter”), a company incorporated and existing under the laws of the Republic of South Africa and you (“the Subscriber”). The Subscriber agreeing to and accepting this Agreement warrants that he/she/they are duly authorised to agree to the terms of this Agreement.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE AGREEING TO TREGTER’S TERMS OR USING TREGTER’S PLATFORMS OR PRODUCTS. THIS AGREEMENT LICENSES USE OF TREGTER’S PLATFORMS TO THE SUBSCRIBER AND CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING TREGTER’S PLATFORMS, THE SUBSCRIBER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF THE SUBSCRIBER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN THE SUBSCRIBER SHOULD NOT USE TREGTER’S PLATFORMS OR SERVICES.
ABOUT OUR TERMS AND CONDITIONS AND DEFINED TERMS
1. These terms together with Tregter’s Privacy Policy (collectively, the “Agreement”) will form a written contract between the Subscriber and Tregter and will govern the Parties’ relationship and the Subscriber’s use of the Platforms.
2. Some Platforms may contain additional terms, which may be relevant to the specific Platform the Subscriber uses or subscribes to. By using those Platforms, the Subscriber agrees to be bound by such additional rules and/or terms. All such other terms are incorporated into this Agreement. Where there is a conflict between such other terms and this Agreement, this Agreement will apply. Tregter reserves the right, without notice and at its sole and absolute discretion, to make changes to the Agreement. Such changes will take effect when they are published on Tregter’s website. The Subscriber is encouraged to familiarise itself with the content of the Agreement on a regular basis.
3. If the Subscriber continues to use the Platform after Tregter’s amendments to the Agreement have been published on Tregter’s website, the Subscriber will be deemed to have accepted such amended terms and conditions.
4. If the Subscriber does not agree to the terms and conditions of this Agreement, the Subscriber must not access and/or use the Platform.
5. In this Agreement, unless inconsistent with the context, the following words and expressions shall bear the meanings assigned thereto and cognate words and expressions shall bear corresponding meanings:
  1. “Associated Documents” means the system user manual provided by Tregter and any other documentation relating to the operation of the Platform and its implementation;
  2. “Business Day“ means any day other than a Saturday, Sunday or official public holiday in South Africa;
  3. “Business Hours” means the period between 08h00 and 17h00 on any Business Day;
  4. “Commencement Date” means the date on which the Subscriber’s account is created on the Platform;
  5. “Confidential Information” has the meaning ascribed thereto in clause 18.1 below;
  6. “Downtime” means the total minutes in the relevant month during which the Platform is not available;
  7. “IP Rights” means in relation to a Party, all patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade-marks, trade names and service marks, business names and domain names, rights in get-up and trade dress, utility models, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in models, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
  8. “Parties” means the Subscriber and Tregter, and “Party” means any one of them, as the context may indicate;
  9. “Personal Information” shall have the meaning ascribed to it in Annexure A;
  10. “Personnel” means employees, contractors, directors, agents or other representatives of either Party, as the context may indicate;
  11. “Prime Rate” means the publicly quoted basic rate of interest (per cent, per annum, compounded monthly in arrears) published by Tregter’s banker (or its successor-in-title) as its prime overdraft rate;
  12. “Privacy Laws” means all applicable data protection and privacy legislation in force from time to time, as applicable to the Parties and this Agreement, and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of Personal Information, and the guidance and codes of practice issued by the relevant regulatory authority as applicable to a Party;
  13. “Processing” shall have the meaning ascribed to it in Annexure A;
  14. “Platform” means all of Tregter’s websites, mobile sites, mobile apps, emails, social media platforms (including WhatsApp) or any other technology or mechanism the Subscriber may use to interact with Tregter and any services provided by Tregter through such Platforms;
  15. “South Africa” means the Republic of South Africa;
  16. “Subscriber Data” means all data, records, reports, communications, images, sounds, and all the material and information that the Subscriber submits, transmits, publishes, posts or processes in whatsoever means on the Platform;
  17. “Subscription Fee” means the fee payable by the Subscriber to Tregter for its use of the Platform;
  18. “Termination Date” means the either (i) the date on which this Agreement is terminated; or (ii) the date on which the Subscriber’s is no longer entitled to access the Platform;
  19. “Territory” means any country where the Subscriber conducts its business;
  20. “Tregter” means Rockup Group (Pty) Ltd having business registration number 2019/587369/07;
  21. “Tregter IP Rights” means IP Rights vested in Tregter from time to time;
  22. “Users” means the Personnel of the Subscriber who are authorised to use the Platform; and
  23. “VAT” means Value-Added tax, as contemplated in the Value-Added Tax Act, No 89 of 1991.
PLATFORM SUBSCRIPTION
1. Subscription to Access and Use the Platform
  1. In order to access and use the Platform the Subscriber must –
    1. register and subscribe to use the Platform, where the Subscriber will create an account on the Platform (“User ID”);
    2. login using the Subscriber’s User ID;
    3. pay the relevant Subscription Fees, where applicable; and
    4. comply with the terms of the Agreement.
  2. The Subscriber’s User ID is personal to the Subscriber. The Subscriber
    1. must keep its User ID confidential and not disclose it to any third party or allow any third party to access or use the Platform with its User ID;
    2. must inform us promptly if a third party gains access to its User ID;
    3. are responsible for all payments, use of, or activity relating to the Platforms under its User ID;
    4. will not do multiple log-ins simultaneously (log-in at any one point in time more than once using the same User ID);
    5. will not circumvent Tregter’s User ID authentication procedures or systems; and
    6. ARE LIABLE FOR ANY DAMAGE, LOSS OR COSTS SUSTAINED BY THE SUBSCRIBER, TREGTER OR BY ANY THIRD PARTY HOWSOEVER ARISING AS A RESULT OF ANY ACTIONS BY THE SUBSCRIBER OR ANY THIRD PARTY USING THE SUBSCRIBER’S USER ID.
  3. While a User ID is personal to the Subscriber, Tregter owns it. The Subscriber may accordingly not sell or otherwise transfer any entitlements thereto to a User ID.
  4. The Subscriber will also not retain any entitlements to the Subscriber’s User ID once this Agreement ends.
  5. The Subscriber will sign out from the Subscriber’s account at the end of each session.
2. Grant of access to the Platform
  1. The Platform is owned by, or otherwise licensed to, Tregter, and Tregter is authorised to grant the Subscriber access to the Platform, and to render certain other services required by the Subscriber, for the Subscriber’s benefit in accordance with the terms of this Agreement.
  2. Tregter hereby grants the Subscriber the right for Subscriber’s Users to access and use, the Platform for its internal business purposes only in accordance with this Agreement and the Associated Documents.
  3. Tregter reserves the right to implement any security measures that may be necessary for purposes of protecting the Platform against any unauthorised access or use.
3. Use of the Platform
  1. The Subscriber:
    1. shall use the Platform only in accordance with the express terms of this Agreement;
    2. warrants that it will take all reasonable precautions to safeguard the Platform against unauthorised use or access;
    3. shall ensure that the Platform is not modified, or reverse engineered in any manner whatsoever, unless such modification is made by Tregter;
    4. understands that the Platform contains proprietary information and agrees that it will not provide or otherwise make any of the Platform and/or Associated Documents available for any reason to any other person firm, company or organisation, without written consent of Tregter having been obtained;
    5. will ensure that all Users are advised that the Platform and Associated Documents constitute Confidential Information, that any IP Rights in it are the property of Tregter, and will ensure that its Users comply with the terms and conditions of this Agreement;
    6. satisfy itself that the Platform meets the needs of the Subscriber’s business;
    7. shall provide all reasonable assistance in determining when the Platform is ready for operational use in the Subscriber’s business before it is implemented;
    8. provide all necessary assistance and co-operation in ensuring that User Data captured on the Platform is accurate and complete, and that all User Data captured to enable the Subscriber’s use of the Platform has been thoroughly tested to ensure that there is no inaccuracy in the processing of information;
    9. migrate all data that is necessary to be captured by means of the Platform at its own cost;
    10. be responsible for the accuracy and integrity of all such migrated data; and
    11. hereby indemnifies Tregter in respect of any claims against, or losses or expenses incurred by, Tregter as a result of the unauthorised use of the Platform and Associated Documentation by any third party arising from the misuse of the Platform object code by the Subscriber or its Users, or through any breach by the Subscriber of this Agreement, or through the negligence of the Subscriber or its Users, or any other cause giving rise to the unauthorised use of the Platform by a third party.
  2. The Platform will be supplied with one copy of Associated Documents and used exclusively for internal purposes by the Subscriber.
  3. Copyright subsists in the Platform, whether printed or stored electronically, and the Subscriber shall not delete any proprietary marks on the Platform.
  4. The Subscriber is responsible for activity occurring under its User accounts and shall ensure that it and its Users abide by all laws, treaties and regulations applicable to the Subscriber’s use of the Platform.
  5. The Subscriber shall:
    1. notify Tregter promptly of any unauthorized use of any password or account or any other suspected breach of security;
    2. notify Tregter promptly and use reasonable efforts to promptly stop any unauthorized use, copying, or distribution of the Platform that is known or suspected by the Subscriber or its Users;
    3. not impersonate another Tregter user or provide false identity information to gain access to or use the Platform; and
    4. restrict each User account to only one authorized User at a time.
  6. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require use of the Platform.
  7. The Subscriber is solely responsible for managing the offboarding, and deactivation of designated Users on the Platform. This includes promptly deactivating any User accounts of individuals who are no longer authorised to access the Platform. The Subscriber must inform Tregter immediately when a User should be deactivated. Failure to promptly notify Tregter or to deactivate such Users is the sole responsibility of the Subscriber. The Subscriber agrees to fully indemnify, defend, and hold harmless Tregter arising out of or related to: (i) the Subscriber’s failure to offboard or deactivate Users in a timely manner; (ii) any unauthorised access, use, or misuse of the Platform by Users who should have been deactivated; and (iii) any breach of the Subscriber’s obligations under this clause.
  8. The Subscriber shall log all problems which the Subscriber experiences in respect of the Platform with the following email address support@tregter.com. Tregter will endeavour to resolve problems experienced by the Subscriber within a reasonable time but makes no guarantee that any such problems will be resolved.
4. Subscriber’s Users
  1. The Subscriber shall be responsible for ensuring that the Subscriber’s Users comply fully with the terms and conditions of this Agreement.
  2. The Subscriber is fully liable and responsible for all acts and omissions of the Subscriber’s Users.
5. Modifications
  1. Tregter reserves the right to improve, enhance, modify or upgrade any part of the Platform.
  2. Tregter will use reasonable efforts to ensure that all improvements, enhancements and upgrades to Platform referred to in clause 4.5.1 are made available to the Subscriber. The Subscriber will be informed of any improvements, enhancements and upgrades to Platform by notification on Tregter’s website.
FEES AND CHARGES
1. The Subscriber shall pay the Subscription Fees to Tregter in consideration for the right to access and use the Platform.
2. Tregter reserves the right to increase the Subscription Fees for access and use of the Platform on reasonable notice to the Subscriber.
PAYMENT TERMS
1. Tregter shall invoice the Subscriber for the Subscription Fee on a monthly basis.
2. The Subscriber shall pay the amount due in respect of each invoice within 30 (thirty) Business Days of the date of issue of the relevant invoice without deduction or set-off.
3. All overdue amounts shall bear interest, calculated monthly and compounded from the due date to the date of actual payment (both days inclusive).
4. All payments by the Subscriber to Tregter shall be affected by means of an electronic funds transfer (EFT) into the bank account specified by Tregter in writing, from time to time. Tregter reserves the right to require the Subscriber to make payments via alternative payments as may be specified by Tregter from time to time.
5. The Subscriber shall, pursuant to affecting any payment to Tregter, deliver to Tregter an electronic payment remittance advice.
6. Unless otherwise agreed by the Parties in writing, all amounts referred to in this Agreement are exclusive of VAT, but inclusive of any other such tax, duty, levy or other such similar charge or impost payable.
7. The Subscriber may in good faith dispute any charges, but may not withhold payment in respect thereof until the Parties have reached agreement in regard to the dispute. Tregter may suspend performance of access and use of the Platform if the Subscriber withholds amounts in terms of this clause 6.7.
INTELLECTUAL PROPERTY IN RESPECT OF THE PLATFORM
1. As between Tregter and the Subscriber, all right, title, and interest in and to the Platforms (including all any derivatives, translations, modifications and enhancements thereof) and Associated Documents are, and shall remain, owned exclusively by Tregter notwithstanding any other provision in this Agreement. This Agreement is not a sale and does not convey to the Subscriber any rights of ownership in or related to the Platforms or Associated Documents. Tregter name, logo and product names are trademarks of Tregter, and no right or license is granted to use them. All rights not expressly granted to the Subscriber are reserved by Tregter. Tregter alone shall own all rights, title and interest in and to any suggestions, enhancement requests, feedback, or recommendations provided by the Subscriber or any third party relating thereto.
2. Except as otherwise permitted under this Agreement, the Subscriber shall not (i) license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose, or otherwise commercially exploit the Platforms; (ii) copy, modify or make derivative works based upon the Platforms; (iii) “frame” or “mirror” the Platforms on any other server or device; (iv) access the Platforms for competitive purposes or use the Platforms for any purpose other than its own internal use; (v) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Platform;s (vi) remove, obscure or modify a copyright or other proprietary rights notice in the Platforms; (vii) use the Platforms to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material; (viii) use the Platforms to create, use, send, store, or run material containing software viruses, worms, trojan horses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Platforms; (ix) attempt to gain or permit unauthorized access to the Platforms or its related systems or networks; or (x) permit or assist any other party (including any User) to do any of the foregoing.
3. The Subscriber will indemnify Tregter for any and all loss, damages, liabilities or claims arising from the use by Subscriber of the Platforms in breach of the terms of this Agreement.
SUBSCRIBER DATA
1. As between the Subscriber and Tregter, the Subscriber exclusively owns all rights, title and interest in and to all the Subscriber Data. The Subscriber shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all the Subscriber Data, and hereby warrants that it has and will continue to have all rights and/or consents necessary to allow Tregter to use all such data as contemplated by this Agreement.
2. Before providing any Subscriber Data to Tregter, the Subscriber will complete any data classification forms that Tregter requests. The Subscriber will only transmit Subscriber Data to Tregter using Tregter-approved methods.
3. The Subscriber’s failure to provide any required Subscriber Data in a mutually agreed upon format and timeframe, and in a usable condition, may delay Tregter’s performance of the Agreement.
4. The Subscriber is responsible for: (i) the integrity of the Subscriber Data; (ii) backing up the Subscriber Data; and (iii) mitigating the risks inherent in storing or transmitting the Subscriber Data via the Platforms, including the risk of data loss.
5. The Subscriber agrees that as part of providing the Platforms, Tregter may collect, use and disclose quantitative data derived from the use of the Platforms for industry analysis, benchmarking, analytics and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify the Subscriber or its Users, and to the extent required under Privacy Laws, the Subscriber hereby grants consent for Tregter to process (and further process) any Personal Information in order to give effect to the rights set forth in this clause 8.5.
6. If Tregter believes the Subscriber Data violates applicable law or third party rights, Tregter may either: (i) require the Subscriber to remove the Subscriber Data from the Platform; or (ii) disable the Subscriber Data.
7. Tregter may disable or remove Subscriber Data in the event of any emergency situation or any threat or perceived threat to the Platform related to the Subscriber Data. Tregter will not be responsible for any adverse performance impact to the Platforms or Downtime attributable to Subscriber Data or to any such disengagement. In addition, Tregter is not responsible for any compromises to the confidentiality, integrity, or availability of the Platform or Subscriber Data that are attributable in whole or in part to the Subscriber’s use of Subscriber Data.
8. Tregter shall ensure that in the event of termination of this Agreement, by whatever means, Tregter shall retain and preserve the Subscriber Data only for as long as may be required to enable Tregter to fulfil its obligations to the Subscriber.
9. Tregter shall have the right to access, use, reproduce, host, store, process, transmit, analyse, aggregate, de-identify, anonymise data and other information relating to the provision, use and performance of various aspects of the Platforms and related systems and technologies (including, without limitation, information concerning Subscriber Data and data derived therefrom), and Tregter will be free (during and after the expiry of this Agreement) to (i) use such information and data to improve and enhance the Platforms and for other development, diagnostic and corrective purposes in connection with the Platforms and other Tregter offerings; (ii) to create derived datasets, models, analyses, insights, features and other outputs for any internal or external commercial purpose; and (iii) disclose such data solely in aggregate or other de-identified form in connection with its business for any reasons.
DISCLAIMER
- The Platforms provided hereunder are provided strictly on an “as is”, “as available, when available” basis and all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of quality, suitability, merchantability, fitness for a particular purpose, or non-infringement of third party rights are hereby disclaimed to the maximum extent permitted by applicable law. Tregter makes no warranty that the Platforms will operate error-free or without interruption or that any data transmissions to, from, or through the Platforms will be completely secure. Tregter does not warrant or represent that the Subscriber’s use of the Platforms alone will result in the Subscriber’s compliance with any applicable laws.
ARTIFICIAL INTELLIGENCE
- The Platforms may include access to or integration with certain artificial intelligence (“AI”) or machine learning-enabled features, models, or functionalities (collectively, “AI Features”). The Subscriber acknowledges and agrees that: (i) AI Features may generate outputs that are probabilistic, automated, and not verified, and may be inaccurate, incomplete, misleading, offensive, or otherwise unsuitable; (ii) AI outputs are not professional advice of any kind and should not be relied upon as a substitute for Subscriber’s independent judgment; and (iii) Subscriber is solely responsible for evaluating, verifying, and determining the appropriateness of any AI outputs for Subscriber’s use case, including any decisions or actions taken based on such AI outputs. The Subscriber hereby acknowledges and agrees that Tregter shall bear no liability whatsoever arising from or in connection with the Subscriber’s use of any AI Features.
SUBSCRIBER’S WARRANTY
1. The Subscriber warrants that: (i) it has the right to provide the Subscriber Data to Tregter; and (ii) the Subscriber and Users will comply with any third-party usage rights and applicable laws related to the Subscriber Data. The Subscriber warrants that the publication, transmission and receipt of all Subscriber Data complies with all applicable laws including, without limitation, laws relating to trademarks, copyrights, defamation, consumer protection, privacy and false or deceptive trade practices.
2. The Subscriber will indemnify Tregter for any and all liabilities arising from the Subscriber’s breach of any applicable laws, or failure to adhere to Tregter’s policies, or any breach by the Subscriber of the terms of this Agreement, including in respect of any Third Party claims instituted against Tregter as a result of the Subscriber’s breach thereof or of any of its warranty obligations under this clause 11.
LIMITATION OF LIABILITY
1. To the maximum extent permissible by law, Tregter’s total aggregate liability to the Subscriber in relation to this Agreement (whether such liability arises under contract, delict, warranty, statute or otherwise) shall not exceed the amounts actually paid by the Subscriber under this Agreement in the 6 (six) month period immediately preceding the event giving rise to such liability under this Agreement. The existence of more than one claim shall not increase this limit.
2. To the extent permitted by law, in no event shall Tregter be liable for any indirect, punitive, special, exemplary, incidental, consequential, or other similar damages, or for any loss of revenue, profits, use, goodwill or other economic advantage or loss or corruption of data, regardless of the cause, arising out of or in connection with the Agreement, even if Tregter has been previously advised of the possibility of such damages.
PRIVACY
- The provisions of Annexure A shall apply to any Personal Information Processed for purposes of this Agreement.
BREACH
1. In addition to any other remedies available to the Parties in law or in terms of this Agreement, if either Party (“the Defaulting Party”):
  1. fails to pay any amount due by the Defaulting Party in terms of this Agreement, on due date and remains in default for more than 30 (thirty) days after being requested in writing to do so by the other Party (“the Aggrieved Party”); or
  2. commits any other breach of any of the provisions of this Agreement, and fails to remedy such breach within 30 (thirty) days after receipt of notice in writing to do so by the Aggrieved Party, then and in any one of such events, the Aggrieved Party shall forthwith be entitled (but not obliged) without prejudice to any of its other rights or remedies, including damages;
  3. to cancel this Agreement; or
  4. to claim immediate payment and/or performance of the obligations of the Defaulting Party in terms of this Agreement.
2. Should the Aggrieved Party institute action against the Defaulting Party pursuant to a breach by the Defaulting Party of this Agreement then without prejudice to any other rights which the Aggrieved Party may have in terms of this Agreement or at law, the Aggrieved Party shall be entitled to recover all legal costs incurred by the Aggrieved Party, including attorney and own client charges.
3. Without prejudice to all or any of the rights of Tregter, should the Subscriber fail to pay any amount which may become due by it to Tregter on due date, then the Subscriber shall pay to Tregter interest thereon at the Prime Rate, calculated from the due date for payment of such amount until the actual date of payment thereof, both dates inclusive and/or Tregter may suspend the Subscriber’s use of the Platforms.
TERMINATION
1. Any Party shall be entitled to terminate this Agreement forthwith, by way of written notice to the other of them, without prejudice to such other rights as it may have in law:
  1. if a force majeure event lasts more than 20 (twenty) Business Days, as contemplated in clause 16.3 below;
  2. upon the occurrence of any of the events contemplated in clause 14.1 above;
  3. if the other party commits an act of insolvency or is sequestrated or is placed under a provisional or final winding-up or business rescue, or enters into a compromise with its creditors, or fails to satisfy or take steps to have set aside any judgment taken against it within 10 (ten) Business Days after such judgment has come to the notice of it, or any such similar process or procedure in the relevant jurisdiction.
2. Tregter may terminate this Agreement without cause on 30 (thirty) days prior written notice to the Subscriber.
3. Tregter may terminate this Agreement immediately if the Subscriber (i) infringes upon Tregter’s IP Rights in the Platform; (ii) uses the Platform in breach of applicable laws; or (iii) uses the Platform in breach of the terms and conditions of this Agreement.
4. Tregter reserves the right to immediately suspend the provision of access to the Platform, either in whole or in part, without liability, in the event that:
  1. Tregter believes that the Subscriber has breached any material term of this Agreement, including but not limited to unauthorised use of the Platform, violation of applicable laws or regulations, or non-payment of fees; or
  2. Tregter determines that a security threat or vulnerability exists which may compromise the integrity, availability, or confidentiality of the Platform, Tregter’s systems, or any third-party systems or data.
5. Upon suspension, Tregter will endeavour to notify the Subscriber of the reason for the suspension and, where feasible, provide an opportunity to remedy the breach or mitigate the security threat. Tregter will assist the Subscriber in resolving the issue to the extent reasonably practicable.
6. Tregter will restore access to the Platform once it has determined that the breach has been remedied or the security threat has been adequately mitigated provided that the Subscriber has complied with any reasonable conditions imposed by Tregter to prevent a recurrence.
7. The Subscriber shall remain liable for all fees and charges during the period of suspension and shall indemnify Tregter against any damages, costs, or expenses arising from or related to the breach or security threat. Tregter shall not be liable for any losses or damages resulting from the suspension of the Platform, including loss of data or business interruption.
8. Any action taken to terminate this Agreement shall not prejudice Tregter’s rights to institute action for the recovery of any amounts due to it in terms of this Agreement or damages that it may suffer as a result of the Subscriber’s actions or omissions.
FORCE MAJEURE
1. A Party shall not be liable for a failure to perform any of its obligations in terms of this Agreement insofar as it is able to prove that:
  1. such failure was due to an impediment beyond its reasonable control;
  2. it could not reasonably have been expected to have taken such impediment and its effects upon such Party’s ability to perform into account at the time of conclusion of this Agreement; and
  3. it could not reasonably have avoided or overcome the impediment, or at least its effects.
2. For purposes of this clause 16, the following events (which enumeration is not exhaustive) shall be deemed to be impediments beyond the control of each of the Parties, namely:
  1. war, whether declared or not, civil war, civil violence, riots and revolutions, acts of piracy, acts of sabotage;
  2. natural disasters such as violent storms, cyclones, earthquakes, floods and destruction by lightning;
  3. explosions, fires and destruction of plant, equipment, machinery and machines and of any kind of installations, or any power outages;
  4. pandemics, quarantines and lock-downs;
  5. failure or delay by a third-party service provider to render services to Tregter; and
  6. acts or omissions of any government, government agency, provincial or local authority or similar authority, any laws or regulations having the force of law.
3. Relief from liability for non-performance by reason of the provisions of this clause 16 shall commence on the date upon which the Party seeking relief gives notice of the impediment relied upon and shall terminate upon the date upon which such impediment ceases to exist, provided that if the force majeure event and the impediment continues for a period of more than 20 (twenty) Business Days, either Party shall be entitled to terminate this Agreement by written notice to the other of them.
DISPUTE RESOLUTION
1. Should any dispute, disagreement or claim arise between the Parties (“the dispute”) concerning this Agreement the Parties shall endeavour to resolve the dispute by negotiation.
2. This entails one of the Parties inviting the other in writing to meet and to attempt to resolve the dispute within 10 (ten) Business Days from date of written invitation.
3. If the dispute has not been resolved by such negotiation within 10 (ten) Business Days of the commencement thereof by agreement between the Parties, then the Parties shall submit the dispute, for final resolution, to arbitration before an arbitrator (“the Arbitrator”).
4. The Arbitrator shall be such person as mutually agreed upon by the Parties. If the Parties fail to reach agreement regarding the appointment of the Arbitrator within a period of 5 (five) Business Days after the dispute has been submitted to arbitration, either of the Parties may request the Arbitration Foundation of South Africa (“AFSA”) to appoint the Arbitrator, and the Parties shall be bound by such appointment.
5. The then current rules of the AFSA shall apply to the arbitration mutatis mutandis.
6. The decision of the Arbitrator shall be final and binding on the Parties, save in the event of a manifest error.
7. Unless otherwise agreed in writing by all the Parties, any such negotiation or arbitration shall be conducted in English and in Cape Town.
8. The provisions of this clause 17:
  1. constitute an irrevocable consent by the Parties and no Party shall be entitled to withdraw therefrom or claim at any stage of the proceedings that he is not bound by such proceedings;
  2. are severable from the rest of this Agreement and shall remain in effect despite the termination of or invalidity or alleged invalidity for any reason of this Agreement or any part thereof; and
  3. shall not preclude any Party from instituting any injunctive proceedings in any appropriate court.
CONFIDENTIALITY
1. Each Party undertakes in favour of the other of them that it will treat as confidential and shall not use, divulge or permit to be divulged to any person not being a Party to this Agreement, any information or data which is proprietary to a Party, including (without limitation):
  1. the details of this Agreement, as well as the details of all of the transactions or agreements contemplated in this Agreement;
  2. all information relating to the business, the operations, affairs, contractual arrangements or other dealings, assets and liabilities of a Party or any of its subsidiaries; and
  3. all information relating to the business, the operations, affairs, contractual arrangements or other dealings, assets and liabilities of a Party, which may come into its possession or to its knowledge by virtue of it being a signatory to this Agreement (“Confidential Information”) without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed) save that:
  4. each Party shall be entitled to disclose such Confidential Information to such of its Personnel who need to know for the purposes of this Agreement or for any act which a Party is obliged to take in law. Before disclosing such Confidential Information, the Party undertakes to procure that its Personnel are aware of the confidential nature of the Confidential Information being made available to them and that they are bound by terms similar to those contained in this clause to ensure that they will maintain such confidentiality;
  5. any Confidential Information which is required to be furnished by law or by existing contract or by any exchange on which the shares of any Party (or its holding company) to this Agreement are listed may be so furnished; and
  6. no Party shall be precluded from using or divulging such Confidential Information in order to pursue any legal remedy available to it.
2. Each Party shall take all commercially reasonable steps to protect the confidentiality of Confidential Information.
3. The provisions of clause 18.1 shall not apply to any Confidential Information:
  1. which is disclosed by any Party to an authorised third-party for the purposes of implementing the provisions of this Agreement;
  2. which is publicly available or becomes publicly available through no act or default of any Party;
  3. which was in the possession of a Party prior to its disclosure otherwise than as a result of any breach by that Party of any obligation of confidentiality owed to any other person whether pursuant to this Agreement or otherwise;
  4. which is disclosed to a Party by a person which person did not acquire the information under an obligation of confidentiality; or
  5. which is independently acquired by a Party as a result of work carried out by a person to whom no disclosure of such information has been made.
4. The provisions of this clause 18 shall survive the termination of this Agreement.
NOTICES AND DOMICILIA
1. Each of the Parties chooses domicilium citandi et executandi (“domicilium”) for the purposes of the giving of any notice, the payment of any sum, the serving of any process and for any other purposes arising from this Agreement, the following email addresses:
  1. Tregter: legal@tregter.com
  2. Subscriber: The email address as provided by the Subscriber during the creation of the Subscriber’s account on the Platform.
2. Each of the Parties shall be entitled from time to time, by written notice to the others to vary its domicilium to any other address within South Africa which is not a post office box or poste restante.
3. Any notice given and any payment made by a Party to any of the others (“the addressee”) which:
  1. is delivered by hand during the normal Business Hours of the addressee at the addressee’s domicilium for the time being shall be presumed, until the contrary is proved by the addressee to have been received by the addressee at the time of delivery; or
  2. is posted by prepaid registered post from an address within South Africa to the addressee at the addressee’s domicilium for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee on the tenth day after the date of posting.
4. Where, in terms of this Agreement any communication is required to be in writing, the term “writing” shall include communications by electronic mail. Communications by way of electronic mail shall, unless the contrary is proved by the addressee, be deemed to have been received by the addressee 48 (forty eight) hours after the time of transmission.
GENERAL PROVISIONS
1. The Subscriber shall not be entitled to assign its rights and obligations, under this Agreement unless Tregter consents thereto in writing.
2. No alteration, cancellation, variation of, or addition hereto shall be of any force or effect unless reduced to writing and signed by all Parties to this Agreement or their duly authorised representatives.
3. This Agreement shall be governed by and interpreted in accordance with the substantive laws of South Africa.
4. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of South Africa and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inappropriate forum.
5. This Agreement constitutes the whole agreement between the Parties relating to the subject matter hereof. To the extent permissible by law no Party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.
6. No indulgence granted by a Party nor the partial exercise by any Party of any power, right or privilege shall constitute a waiver of any of that Party’s powers, rights or privileges under this Agreement and that Party accordingly shall not be precluded, as a consequence of having granted such indulgence or partially exercised any power, right or privilege, from the exercise of that, or any other power, right or privilege, which may have arisen in the past or which may arise in the future.
7. Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
8. If any provision of this Agreement is found or held to be invalid or unenforceable, the validity of all the other provisions hereof will not be affected thereby and the Parties agree to meet and review the matter and if any valid or enforceable means is reasonably available to achieve the same object as the invalid or unenforceable provision, to adopt such means by way of variation of this Agreement.

Annexure A DATA PROCESSING ADDENDUM

DEFINITIONS AND INTERPRETATION
- For the purposes of this Annexure, the following words and expressions shall bear the meanings assigned thereto and cognate words and expressions shall bear corresponding meanings:
1. “Data Subject” has the meaning set out in Privacy Laws and includes any natural or juristic person to whom the specific Personal Information relates, and for the purposes of this Agreement, is a person whose Personal Information is Processed as a result of the Platform being provided by Tregter to the Subscriber;
2. “Operator” has the meaning set out in Privacy Laws and for purposes of the Agreement means Tregter;
3. “Personal Information” has the meaning set out in Privacy Laws and Subscriber Data may include Personal Information;
4. “Processing” has the meaning set out in Privacy Law and includes any operation on Personal Information, whether automated or not, such as collection, storage, adaptation, alteration, retrieval, consultation, use, transmission, restriction, and erasure;
5. “Responsible Party” has the meaning set out in Privacy Laws and for purposes of this Agreement means the Subscriber;
6. “Security Compromise” means an incident where there has been, or there are reasonable grounds to believe that, Personal Information has been accessed or acquired by an unauthorised person;
7. “Services” means performance of Tregter’s obligations that require Processing of Personal Information under the Agreement; and
8. “Sub-Operators” means Tregter’s affiliates or third-party subcontractors who have been engaged by Tregter to Process Personal Data in connection with the Platforms.
OBLIGATIONS OF THE RESPONSIBLE PARTY
1. The Subscriber is responsible for complying with its obligations as a Responsible Party under Privacy Laws. To that end, the Subscriber must: (i) justify any transmission of Personal Information to and Processing of Personal Information by Tregter (including where applicable providing any notices and obtaining any consents required by Privacy Laws); and (ii) be responsible for its decisions and actions concerning the Processing and use of Personal Information, including the Subscriber’s instructions to Tregter regarding the Processing of Personal Information under the Agreement and this Annexure. The Subscriber will disclose or transmit Personal Information to Tregter only when the Agreement authorises the Subscriber to disclose or transmit Personal Information to Tregter. For any disclosure or transmission of Personal Information authorised under this clause, the Subscriber will disclose only the Personal Information necessary for the performance of the Services; and will use a mutually-agreed transmission method for transmission of electronic data.
2. Without limiting the Responsible Party’s obligations under the Agreement, the Responsible Party shall comply with applicable industry or professional rules and regulations, in relation to the safeguarding of Personal Information, which may apply to it.
OBLIGATIONS OF THE OPERATOR
1. Tregter will Process Personal Information on behalf of the Subscriber and in accordance with the Subscriber’s documented instructions set forth in the Agreement and this Annexure and any other written and mutually agreed instructions provided by the Subscriber to Tregter, or as otherwise required by applicable law. Tregter shall be entitled to suspend the Processing until either the Parties mutually agree to amend the Agreement or this Annexure to modify the instruction or the Subscriber confirms its lawfulness to Tregter’s reasonable satisfaction. Tregter is not, however, obligated to perform a comprehensive legal examination of any instruction from the Subscriber.
2. Tregter will Process Personal Information of Data Subjects (i) in connection with and for the purposes of the provision of the Services; and (ii) will only act as the Operator for purposes of Privacy Laws.
3. Unless required by law, Tregter shall Process the Personal Information only:
  1. in compliance with the Agreement; and
  2. for the purposes connected with the provision of the Services or as specifically otherwise instructed or authorised by the Subscriber in writing subject to clause 3.1 of this Annexure.
4. Tregter shall treat the Personal Information that comes to its knowledge or into its possession as confidential and shall not disclose it without the prior written consent of the Subscriber, unless required to do so by law.
5. Tregter shall use reasonable efforts secure the integrity and confidentiality of the Personal Information in by taking appropriate, reasonable technical and organisational measures to prevent:
  1. loss of, damage to or unauthorised destruction of the Personal Information; and
  2. unlawful access to or Processing of the Personal Information.
6. Tregter will take appropriate measures to ensure that its employees engaged in the Processing of Personal Information comply with the above efforts detailed in clause 3.5 of this Annexure, are bound by confidentiality obligations with respect to all Personal Information Processed hereunder, and Process Personal Information only in accordance with this Annexure.
7. In the event that Tregter becomes aware of a Security Compromise, Tregter will notify the Subscriber of such Security Compromise without undue delay and where reasonably practicable not later than 72 (seventy-two) hours after having become aware, taking into account the nature of the Processing and the information available to Tregter.
DATA SUBJECT REQUESTS
- Upon the Subscriber’s detailed written request, and taking into account the nature of the Processing, Tregter will reasonably assist the Subscriber through appropriate technical and organisational measures to fulfil the Subscriber’s obligation to respond to Data Subject requests arising under Privacy Laws, which such assistance shall be subject to a reasonable fee which will be stipulated by Tregter upfront. Tregter will respond to any requests it receives under this clause within a reasonable time, to permit the Subscriber to meet its regulatory guidelines where sufficient notice has been provided to Tregter and such timeline is practicable. Tregter will forward to the Subscriber any Data Subject requests that it receives directly from a Data Subject, but Tregter is not required to respond directly to such Data Subject requests.
SUBCONTRACTING
- Tregter may subcontract the performance of any of its obligations under the Agreement to any Sub-Operator by providing the Subscriber with written notice.
CROSS-BORDER DATA TRANSFER
1. It is hereby recorded and agreed that in order for Tregter to be able to fulfil its obligations in terms of the Agreement, it may be necessary for Tregter to transfer Personal Information to a third party outside of the country in which the Personal Information was collected.
2. In the event of such cross-border transfer and cross-border Processing, Tregter undertakes in favour of the Subscriber that it shall comply with Privacy Laws in doing so.
INDEMNITY
- The Subscriber hereby indemnifies and holds Tregter harmless from any and all losses arising from any claim or action arising from (i) the Processing of the Personal Information in terms of this Annexure by any party, including by any Data Subject or any regulator; and (ii) the Subscriber’s breach of any terms of this Annexure.