Master Services Agreement

Definitions

In this Agreement, the following words mean:

Act of Insolvency

In relation to either party:

  • an application or order is made, or a resolution is passed for its winding-up, business rescue, or dissolution, or a receiver, liquidator, business rescue practitioner, trustee or similar official is appointed over any of its assets or undertaking;
  • a secured party takes possession of all or substantially all of its assets pursuant to enforcement action, or a distress, execution, attachment, sequestration or other legal process is levied, enforced or sued on or against all or substantially all its assets;
  • it suspends payment of, or is unable (or admits inability) to pay, its debts generally as they fall due or it is (or admits to being) otherwise insolvent or stops, suspends, or threatens to stop or suspend payment of all or a material part of its indebtedness or proposes or seeks to make or makes a general assignment or any arrangement or composition with or for the benefit of its creditors or a moratorium is agreed or declared in respect of or affecting all or a material part of its indebtedness;
  • it is or becomes “financially distressed”; or
    it enters into or resolves to enter into any arrangement, scheme, or compromise with, or assignment for the benefit of, its creditors generally or any class of them.

Agreement

This agreement, as amended in writing from time to time.

Applicable Law

All laws, regulations, rules, statutes, ordinances, orders, judgments, decrees, licences, permits, codes, and other governmental restrictions or requirements of any kind in force and applicable under any supranational, national, federal, state, provincial, local law to any party in respect of its rights and obligations under this Agreement, or any Transaction, and the rules and directions of any regulatory authority.

API

An application program interface (including all specifications for routines, data structures, object classes, and related protocols, modifiable code, and accompanying libraries of software, any utilities, applications, installers, and documentation) provided to the Client by the Service Provider for interface with the Service Provider Systems.

Authentication Data

Data used to authorise a Transaction made with a Payment Card, including magnetic stripe data.

Authorisation

In respect of a Transaction, receipt by the Service Provider of a transaction approval indicating that an Acquirer or an Internet Payment Service Provider has validated the Transaction.

Cardholder Data

Where an End User is a Cardholder, the full primary account number plus any cardholder name, expiration date, and/or security code found on a Payment Card.

Cardholder

A person to whom a Payment Card is issued, or any individual authorised to use the Payment Card.

Chargebacks

A charge made to a Cardholder for the sale of Products that is reversed as a result of a successful dispute by a Cardholder in respect of that Transaction.

Cleared Funds

Proceeds of Transactions that have been converted to the Client’s Home Currency and are available for Settlement.

Client

Client details as captured on the registration form Client Account. The bank account nominated by the Client from time to time.

Confidential Information

Any information concerning a party’s affairs or any information to which the other party has access by virtue of this Agreement or otherwise. It includes information communicated through various means, such as email, instant messaging, and electronic communications. However, Confidential Information does not include information that is publicly known, already known by the receiving party, received from a third party without restriction, or independently acquired or developed by the receiving party without breaching the Agreement.

Data Protection Laws

All applicable laws relating to data protection or data privacy in the United Kingdom, the Republic of South Africa, the European Union (including the Protection of Personal Information Act, 2013, the General Data Protection Regulation ((EU) 2016/679) and/or any other jurisdiction from which or to where the Services may be provided, or which may apply to a party from time to time.

Effective Date

The date at which agreed to the terms and conditions on signing up on the Turn Stay website End User. Any person in a Territory who purchases Products through the Website.

Fees

The fees charged by the Service Provider to the Client for the Services.

Home Country

The country where the Products are purchased by the End User, or the country where the Client is registered, as applicable.

Home Currency

The currency of the Home Country of the End User or the Client, as applicable.

Intellectual Property Rights

Rights provided under Applicable Law relating to intellectual property, including patents, copyrights, Trademarks, trade names, brand names, logos, and trade dress.

Internet Payment Service Provider

Payment service providers that provide online services for accepting payments.

MoR

The merchant of record, being the Service Provider (or a third party, if agreed between the parties in writing) to conclude a Transaction on behalf of the Client when utilising the Service Provider Systems through the Website.

Payment Card

Any payment card that is linked to a Payment Card Association Network.

Payment Card Association Network

The payment network operated by or for the applicable Supported Payment Card Association to route and process payment card transactions.

Payment Methods

The payment methods enabled by the Service Provider Systems for End Users to pay for Transactions including Payment Cards and Internet Payment Service Providers, or as otherwise agreed between the parties in writing.

Payment Localisation Services

The solution offered by the Service Provider to the Client as part of the Services which enables the Client to adapt its payment processes and infrastructure for the sale of Products in the Territory.

PCI DSS

The Payment Card Industry (PCI) Data Security Standard (DSS), defined by the PCI Security Standards Council.

Personal Information

‘Personal information’ or ‘Personal Data’ as defined in the relevant Data Protection Laws.

Rules

The guidelines and rules of financial institutions for Transaction payments and/or Supported Payment Card Associations, including PCI DSS, regulatory authority rules and security procedures, and Payment and Application Data Security Standards (PA-DSS).

Sales Tax

Any national, subnational, federal, state, provincial, or local sales, use, transfer, value-added, excise, environmental, customs, duties, or other transaction tax, governmental fee, or other like charge associated with a sale or purchase transaction.

Service Provider

Tern Stay OU: Estonia, The Tern Group INC: Delaware, Tern Stay LTD UK, Tern Stay PTY South Africa

Services

The services offered by the Service Provider as contemplated in this Agreement, including the MoR services and Payment Localisation Services, as described in clause 4.

Service Provider Software

Any software provided or made available to the Client by the Service Provider in connection with the Services, including any specified APIs.

Service Provider Systems

The Service Provider Software, and the hardware system, through which the Service Provider provides the Services.

Settlement

Has the meaning set out in clause 7.1.

Signature Date

The date upon which the last of the named parties to this Agreement signs this Agreement.

Supported Currencies

The currencies supported by the Service Provider, as set out in Annexure A.

Supported Payment Card Associations.

The card associations supported by the Service Provider, as set out in Annexure A.

Products

The products and/or services made available to End Users via the Website.

Tax

Any income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value-added, ad valorem, escheat, unclaimed or abandoned property, excise, natural resources, severance, stamp, occupation, premium, profits, licence, windfall profit, environmental, customs, duties, real property, special assessment, personal property, capital stock, social security, unemployment, disability, payroll, licence, employment, employee, or withholding tax, governmental fee, or other assessment or charge of any kind associated with taxes.

Tax Returns

Any report, return, statement, election, schedule, claim for refund, form, declaration, or other information in connection with Taxes.

Territory

Any of the following:

  • United Kingdom, European Union , United States, South Africa

External Supplier

External service providers utilised by the Service Provider to provide aspects of the Services from time to time, including Acquirers, Internet Payment Service Providers, and financial institutions.

Trademark

Any design marks or word marks registered by either party.

Transaction

The sale of a Product to an End User with a request for payment through a Payment Method initiated by an End User through the Service Provider Systems, regardless of whether it results in an Authorisation.

Transaction Data

Data providing details of a Transaction, including the amount of the sale.

Website

One or more of the Client’s online platforms in connection with which the Service Provider Systems are used to enable End Users to conclude Transactions in their Home Country.

In this Agreement, a reference to:

an enactment is to that enactment as at the Signature Date as amended and includes any subordinate legislation made from time to time under such enactment;

the words “include”, “including” and “in particular” are by way of example only and shall not limit the generality of any preceding words;

a reference to “business day” means a day which is not a Saturday, Sunday or public holiday in [South Africa];

any other agreement or document shall be to such agreement or document as amended;

the words “other” and “otherwise” shall be interpreted as widely as possible and will not be limited by any preceding words;

a [South African] law process shall, if a party is subject to another jurisdiction’s law, be interpreted in relation to that party as including an equivalent or analogous proceeding under such other law; and

a number of days shall exclude the first day and include the last day. If the last day is not a business day, the last day shall be the next business day.

Introduction

The Client requires assistance in facilitating the collection of Transaction funds from End Users in the Territory, and safely and securely transferring these funds to the Client in the Home Country.

The Client wishes to appoint the Service Provider to provide the Services on the terms and conditions set out in this Agreement.

Appoinment

The Client hereby appoints the Service Provider to render the Services for the duration of this Agreement, and the Service Provider hereby accepts such appointment.

Except as expressly provided, each party is an independent contractor and not an employee or representative of the other party. This Agreement does not create a partnership, joint venture, or business combination between the Service Provider and the Client.

The parties shall:

  • not incur any liability on behalf of each other, nor in any way pledge or purport to pledge the credit of each other;
  • at all times to act with the utmost good faith towards each other; and
  • save as set out in this Agreement, not hold themselves out as the legal agent, of the other party.

The Services

MoR Services

As the MoR, the Service Provider is responsible for collecting payment from End Users concluding Transactions in the Territory.

The Client agrees to the End User finalising Transactions with the Service Provider as the MoR on behalf of the Client, to support the localisation of Transactions as described in this clause 4.1. The Client shall take appropriate steps to inform End Users that the Service Provider is the merchant for their Transactions.

The Service provider is not responsible to the End User for any liabilities related to the Products.

The ability of the Service Provider to act as the MoR is subject to the Rules, as well as the bank standards and requirements of the Acquirers. The Client shall take reasonable steps to support compliance with these requirements.

The Service Provider shall assume the risk of fraud in respect of Transaction payments, subject to clause 4.9.

The Client acknowledges and agrees that, unless otherwise provided herein, it is solely responsible for charging, collecting, and remitting any applicable Sales Tax to the appropriate authorities.

Payment Localisation Services:

Once the Website and shopping cart infrastructure are integrated with the Service Provider Systems, the Service Provider will provide the Client with Payment Localisation Services for End Users concluding Transactions in the Territory.

When an End User requests a Transaction through the Service Provider Systems, the Service Provider will arrange for payment from that End Users in their Home Currency, via various Payment Methods. To facilitate the provision of the Payment Localisation Services, the Service Provider, acting as a commercial agent for the Client, is appointed by the Client to conclude the Transactions.

The Payment Localisation Services depend on the ability and cooperation of Third-party Service Providers, including Internet Payment Service Providers, Acquirers, and Supported Payment Card Associations.

  • In the role as the MoR, the Service Provider shall:
    collect payments from End User using various Payment Methods;
  • settle and remit Transaction funds to the Client (after deducting applicable Fees and Sales Tax required to be collected and remitted by the Service Provider) in the Client’s Home Currency;
  • remit funds for Refunds (as defined in clause 4.8) to End Users, on behalf of the Client, in accordance with the Client’s policies and procedures; and
  • provide direct customer service to End Users for payment-related inquiries from End Users regarding Transactions, and manage all Chargebacks and/or payment disputes on behalf of the Client.

Conclusion of a Transaction:

  • Once a Transaction is requested by an End User through the Website, the Service Provider shall route the requested Transaction through the Service Provider Systems in response to an electronic request. When the End User’s payment information is verified by the Service Provider, a Transaction shall be deemed executed.
  • The Service Provider Systems shall transmit or make available confirmation of the executed Transaction and an electronic invoice/receipt to the End User and the Client.

Supported Currencies

The Service Provider Systems are only available for Supported Currencies. In this regard, the Service Provider will provide End Users with pricing in their Home Currency for Products based on inputs and data provided by the Client.

Integration

In order for the Service Provider to provide the Services, certain of the Client’s systems will need to be connected and integrated into the Service Provider Systems using certain APIs specified by the Service Provider. The Client will be responsible for the costs and efforts involved in integrating its systems with the Service Provider Systems (including any Service Provider Software). The Client will cooperate and assist the Service Provider in maintaining integration and compatibility between their respective systems.

Use of the Services

The Client shall not use the Service Provider Software to engage in unlawful activities.

Use of External Suppliers

The Service Provider Systems may, in its direction, elect to utilise External Suppliers to provide any components of the Services.

Refunds

The Service Provider will handle the return of payment for End-User refunds (“Refund”) in accordance with the Client’s refund policy (“Refund Policy”). The Client is responsible for funding all Refunds, including payment of applicable fees. The foreign currency exchange rate used for refunds will be the same as the rate applied to the original Transaction for which the refund is issued.

Fraud Risk and Chargebacks

As the MoR, the Service Provider is responsible for all Chargebacks. However, if a Chargeback arises due to an act or omission of the Client, the Client shall be responsible for the Chargeback and any associated costs and fees.

The Service Provider’s liability for fraud risk is subject to the following:

  • The Client will use commercially reasonable efforts to prevent fraudulent, unauthorised, or illegal access to or use of Service Provider Systems within its control and mitigate any potential loss or damage.
  • The Client must report to the Service Provider upon suspecting or discovering any unauthorised or fraudulent Transactions through the Website.
  • The Client acknowledges that the Service Provider may collect funds for a Transaction and subsequently decide to cancel the Transaction or implement a Chargeback due to actual or suspected fraud or suspicious or irregular Transactions. In such cases, the Service Provider reserves the right to cancel the relevant Transaction, and the Service Provider will bear the cost of refunded Transaction fees and notify the Client of such cancellation.

Rules

In respect of the Services, the Client is bound by the terms, conditions, and Rules that apply to the Service Provider in their relations with Supported Payment Card Associations, PCI DSS, and all applicable national financial service regulators.

Technology Aspects

Access to Service Provider Systems

The Client will receive a unique Merchant ID administered by Service Provider, granting the Client access to certain Service Provider Systems.

No unauthorised person may use the Merchant ID assigned to the Client. The Client must take reasonable steps to maintain confidentiality and prevent unauthorised disclosure of the Merchant ID.

The Service Provider Software is provided to the Client solely for the purpose of the Services. Except for the limited permission to access and use the Service Provider Software through the specified API for the Services, the Client acknowledges that it does not acquire any rights, title, or interests in the Service Provider Software. The Service Provider exclusively retains all rights, title, and interests in the Service Provider Software.

PCI DSS Compliance

The Service Provider warrants that its systems (including the Service Provider Systems) and data centres meet or exceed the requirements of PCI DSS.

The Service Provider agrees to perform the Services and handle Cardholder Data in compliance with PCI DSS and any data security measures agreed between the parties in writing. The Service Provider will promptly notify the Client if its certification of compliance with PCI DSS is revoked for any reason.

Service Blocking

The Service Provider reserves the right to block the use of the Services to any End User where the Service Provider suspects that such End User may be engaged in any activity that places at risk the Service Provider, the Client, any Supported Payment Card Association or its members, or that may constitute a “suspicious transaction” or be “suspicious activity” within the meaning of any applicable anti-money laundering legislation.

Use of Service Provider Systems

The Client will use the Service Provider Systems only in accordance with this Agreement, the Rules, and the Applicable Laws, and shall notify the Service Provider promptly of any known or suspected use in violation thereof.

Taxes

Unless otherwise stated, all Fees and other amounts stated in this Agreement are stated exclusive of any applicable Taxes.

If the Client requests so in writing, the Service Provider will charge, collect, and remit Sales Tax to the appropriate authorities when required by Applicable Law. If the Client does not request the Service Provider to assist with this, the Client will be solely responsible for determining and charging applicable Sales Taxes to End Users, filing Tax Returns, and paying or remitting Sales Tax to the relevant authorities.

Settlement & Reserves

The Service Provider will credit the Client Account with the aggregate amount of all approved Transactions concluded through the Service Provider Systems in the Client’s Home Currency, net of Refunds, Chargebacks, Fees, applicable Sales Tax, and any other amounts owed by the Client to the Service Provider under this Agreement (“Settlement”). Settlement will occur monthly, on the second business day of each week, unless otherwise agreed between the parties in writing.

The Service Provider will remit Settlement to the Client only after receiving Cleared Funds for a Transaction. The Client acknowledges that the timing of Cleared Funds from Payment Methods is beyond the Service Provider’s control, but the Service Provider will make reasonable efforts to expedite Settlement. Payment Method providers may withhold amounts from Cleared Funds under certain circumstances without notifying or obtaining approval from the Service Provider (“Withheld Settlement“). If the Service Provider becomes aware of any Withheld Settlement, it will notify the Client and work to obtain the withheld amount in Cleared Funds as soon as possible.

The Service Provider may, at its sole discretion, place a reserve on a portion of the Client’s Settlement payments if it reasonably believes that the sale of Products poses a high risk of fraud or Chargebacks. The Service Provider may hold the reserve for a reasonable time to mitigate risks related to the Client’s Transactions. The Client remains liable for all obligations related to Transactions, even after the release of any reserve.

Upon termination of this Agreement, the Service Provider may require the Client to keep the Client Account available for a reasonable period, for open Settlements, Chargebacks, and other adjustments. The Service Provider may also withhold an amount from the final Settlement to cover Chargebacks and other adjustments following termination of this Agreement.

The Client's Covenants & Obligations

The Client acknowledges that it is responsible for:

the Products and the functionality of the Website;

complying with consumer protection laws in relation to the Products;

all taxes and duties applicable to the sale of the Products, including Sales Taxes payable; and

the accuracy of all Product information.

Intellectual Property Rights

the Service Provider grants the Client a non-exclusive, non-sublicensable, non-assignable, and non-transferable license to use and integrate the Website with the Service Provider Systems. The license does not permit any other use, including external transfer, licensing, or distribution, whether commercial or otherwise. The license is granted solely to the Client and cannot be assigned without written consent from the Service Provider.

All Intellectual Property Rights in the Services, the Service Provider Systems, the Service Provider’s proprietary technology, and the Service Provider’s Trademarks are owned by the Service Provider, or its licensors, as applicable.

All Intellectual Property Rights in the Products, the Website, Client’s proprietary technology, and the Client’s Trademarks are owned by the Client, or its licensors, as applicable.

Neither party shall misuse, copy, alter, modify, decompile, decipher, disassemble, or reverse engineer any part of the other party’s systems or proprietary technology, nor attempt to do so.

Unless expressly stated in the Agreement, neither party has any rights to the other party’s Intellectual Property Rights, know-how, or concepts, regardless of their nature.

Fees

The Client shall pay the Service Provider the Fees specified in Annexure A.

The Client shall make payment for all Fees by deducting them from any Settlement amounts received.

Any additional services requested by the Client, beyond those outlined in this Agreement, shall be subject to additional Fees according to the Service Provider’s current pricing policy.

Term & Termination

The initial term of this Agreement begins on the Effective Date and continues for [1] year (the “Initial Term”). The Agreement automatically renews for successive [1] year renewal terms (each, a “Renewal Term”) unless terminated by either party on written notice at least [30] calendar days before the end of the Initial Term or any Renewal Term.

Either party may terminate this Agreement immediately upon providing written notice to the other party if:

  • the other party breaches this Agreement and fails to remedy the breach within 30 days after receiving a written request to do so;
  • termination is required under the Rules or Applicable Law; or
  • the other party commits an Act of Insolvency.

Upon termination of this Agreement:

  • the Client must cease using the Service Provider Services and accessing the Service Provider Systems;
  • the Service Provider must stop processing Transactions; and
  • the parties must return or securely destroy all Confidential Information belonging to the other party.

Termination does not relieve either party of liability for obligations accrued or resulting from acts or events before the effective date of termination.

Data Protection

Both parties will to the fullest extent comply with all applicable requirements and obligations of all Data Protection Laws.

Each party shall take all appropriate technical and organisational security measures to ensure that Personal Information supplied to it by the other party (“Discloser’s Data”), or to which it has access in connection with this Agreement (including, in particular, End User Personal Information, Cardholder Data, Transaction Data, or Authentication Data) is protected against loss, destruction and damage, and against unauthorised access, use, modification, deletion, disclosure or other misuse.

Each party shall take reasonable steps to identify all reasonably foreseeable internal and external risks posed to the Discloser’s Data, and shall establish and maintain appropriate safeguards against any risks identified. The safeguards shall be updated continually in response to new risks or deficiencies in previously implemented safeguards.

Each party warrants, represents and undertakes that it shall ensure that its technology on which the Discloser’s Data is processed, shall at all times be in a standard no less than the standards which are in compliance with the good industry practice for the protection, control and use of the Discloser’s Data.

Each party shall ensure that all persons processing Personal Information on its behalf shall, in respect of the Discloser’s Data:

  • not process any of the Discloser’s Data for any purpose other than to the extent necessary;
  • comply with any request made or direction given by the Discloser in connection with the requirements of all Data Protection Laws applicable to this Agreement;
  • not do or permit anything to be done which might jeopardize or contravene any Data Protection Laws applicable to this Agreement;
  • not disclose the Discloser’s Data without the written authority of the Discloser, except to the extent required by Applicable Law;
  • endeavour to have in place appropriate measures to protect against unauthorised or unlawful processing of and against accidental loss or destruction of, or damage to such Personal Information; and
  • ensure that all personnel who have access to and/or process such Personal Information keep such Personal Information confidential.

Each party agrees to notify the other promptly after discovery of any:

  • any event that results in or may result in loss, unauthorised destruction, deletion, modification, access, use, disclosure, theft, compromise of privacy, or acquisition of Cardholder Data, Transaction Data, Authentication Data, End User information, or any other data constituting personal information under Applicable Laws; and/or
  • suspected fraudulent, unauthorised or illegal access to, use of, or acquisition or loss of the other party’s Confidential Information,

and will reasonably cooperate with the other party to address or mitigate any such incidents.

Indemnity & Limitation of Liability

Each party (the “Indemnifying Party”) hereby indemnifies and holds harmless, to the fullest extent permitted by law, the other party, its clients, directors, shareholders, employees, agents, contractors and/or consultants (each an “Indemnified Party”) against any loss, damage or injury caused or sustained by any wilful or negligent act or omission on the part of the Indemnifying Party in connection with this Agreement or as otherwise arises out of or is connected to or contemplated by this Agreement.

Neither party shall be liable to the other party for indirect, special or consequential losses, claims, damages or liabilities, whether in contract or delict or otherwise, based on this Agreement, or any obligation performed or undertaken or not performed or undertaken in terms of or in connection with this Agreement, and no party shall be liable to the other for losses sustained or incurred by the other which is attributable to or arises out of any act or omission on the part of a third party.

Force Majeure

Neither party shall be liable for any delay or failure to perform under this Agreement due to causes beyond its control, including acts of God, natural disasters, government actions, communication failures, or labour disputes.

Export Controls

The Client shall comply with all export control laws and regulations applicable to the Products (“Export Control Laws”). The Client will not use the Services or the Service Provider Software in violation of Export Control Laws.

Dispute Resolution

If a dispute arises in connection with this Agreement or its termination or invalidity, the parties shall use best efforts to settle the dispute by mediation.

Upon written notice from any party to another party (the “Dispute Notice”) the dispute shall be referred to a suitably qualified independent mediator. The parties shall agree the mediator’s identity in writing, within 7 days of delivery of the Dispute Notice. Failing agreement, the mediator shall be appointed by the Arbitration Foundation of South Africa (“AFSA”).

The mediation shall be held in [Cape Town]. The parties shall agree on the mediation procedure. Failing agreement on the mediation procedure within 14 days of delivery of the Dispute Notice, the mediation procedure shall be in accordance with the prevailing AFSA Rules for Mediation.

If a dispute is not settled by mediation within 30 days of delivery of the Dispute Notice, then the dispute shall be settled by arbitration.

The arbitrator shall be a suitably qualified independent person agreed in writing by the parties within 14 days of the lapse of the 30 days contemplated in clause 16.4. Failing agreement, the arbitrator shall be appointed by the Registrar of AFSA upon request by any party.

The arbitration shall be held in [Cape Town] in accordance with the prevailing AFSA Rules for Commercial Arbitration. The AFSA Expedited Rules shall apply if the dispute would fall within the prevailing magistrates court jurisdiction.

The arbitrator shall set the date, time, and venue of the arbitration.
Any order or award made by the arbitrator shall be final and binding.

This clause 16 shall not prevent any party from seeking interim and/or urgent relief from a court of competent jurisdiction.

Legal Address & Notices

Each of the parties chooses the addresses set out in clause 1 at which to receive notices and legal process in terms of this Agreement (“Legal Address”), or as otherwise notified in writing. Notices, to be valid, must be in writing, and may be given by e-mail. Notices are deemed to have been received on the date of delivery by hand to a responsible person at, or transmission of the email to, the chosen Legal Address, during ordinary business hours. If delivery occurs outside of ordinary business hours, it shall be deemed to have been received at 08h00 SAST on the next business day. A written notice actually received by a party shall be valid even if it was not delivered at its chosen Legal Address.

Costs

Each party shall pay its own costs in connection with this Agreement.

General Provisions

Governing Law

This Agreement shall be governed by and interpreted in accordance with South African law.

Whole Agreement

  • Any amendment or cancellation of this Agreement must be agreed between the parties in writing.
  • This Agreement encompasses the whole and only agreement between the parties relating to its subject matter. No term, representation, or warranty is binding unless set out in this Agreement.
  • No indulgence or waiver of any provision of this Agreement shall be binding unless given by the relevant party in writing.

Interpretation

In this Agreement:

  • clauses shall continue to operate after the termination of this Agreement if necessitated by their nature;
  • if figures are referred to in numerals and in words and there is a conflict between the two, the words shall prevail;
  • its provisions shall not be interpreted against the party drafting it; and
  • if any provision becomes illegal, invalid or unenforceable, such provision shall be severed, to the extent of its illegality, invalidity or unenforceability, from the balance of this Agreement.

Counterparts

This Agreement may be signed in counterparts.