YOYO SA SERVICES (PTY) LTD PRIVACY POLICY

THESE TERMS AND CONDITIONS GOVERN CLIENT’S USE OF THE PREPAID VIRTUAL CARD SOLUTION SERVICES DESCRIBED HEREIN (THE “SERVICES”) PROVIDED BY YOYO. CAPITALISED TERMS HAVE THE DEFINITIONS SET OUT IN THESE TERMS AND CONDITIONS. BY USING THE SERVICES, CLIENT AGREES TO BE BOUND BY THESE CLIENT TERMS. THE INDIVIDUAL ACCEPTING THESE CLIENT TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THESE CLIENT TERMS AND THE TERM “CLIENT” SHALL THEREFORE REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THESE CLIENT TERMS DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE CLIENT TERMS, THE INDIVIDUAL MUST NOT ACCEPT THESE CLIENT TERMS AND MAY NOT USE THE SERVICES. 

Together, Client and Yoyo SA Services Proprietary Limited (“Yoyo”) are referred to as the “Parties.” A reference to “Party” shall be a reference to one of them as so determined by the context. 

THE PARTIES AGREE THAT – 

PART ONE – GENERAL 

1. 1. DEFINITIONS 

In these Terms and Conditions, the terms below (and cognate expressions thereof) shall bear their assigned meanings, unless a contrary intention is clear – 

1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity, where “control” means having the direct or indirect ownership of, or right to exercise, more than 25% of the voting interests of the subject entity; 

1.2. “Agreement” means these Terms and Conditions; 1.3. “Annual Percentage Change” means, referring to the latest available statistics at the relevant anniversary, the change in the Index between the statistics available for the most recent month of the current year, compared with the Index of the same month in the previous year, expressed as a percentage; 

1.4. “Breakage” means the unclaimed, unredeemed or unused funds on a Prepaid Virtual Card remaining after the expiry of the Prepaid Virtual Card; 

1.5. “Business Day” means any day other than a Saturday, Sunday or national public holiday in the Republic of South Africa (“RSA”); 1.6. “Cardholder” means a User to whom a Prepaid Virtual Card is issued or who is authorised to use the Prepaid Virtual Card, whichever applies; 

1.7. “Channel” means the Client’s system which links the Client and Users to Yoyo for the purposes of providing Services; 

1.8. “Client Environment” means the minimum technology configuration and operating conditions to be provided and maintained by Client for the proper operation of the Services;. 

1.9. “Confidential Information” means all information/data of any nature, whether tangible, intangible, oral or in writing and in any format or medium, that is obtained or learned by, disclosed to or comes to the knowledge of a Party (“Receiving Party”) by or from the other Party (“Disclosing Party”) during the course or arising out of this Agreement by whatever means, which by its nature or content should reasonably be identifiable as confidential or proprietary to the Disclosing Party, or which is disclosed in confidence (even if not marked as proprietary, confidential, or in similar fashion) including: information/data relating to customers, Staff, business plans, business relationships, strategic objectives, or constituting or contained in its information technology; and, IP proprietary to it and/or a third party in respect of which it has rights of use/possession. The determination of whether information is Confidential Information shall not be affected by it being protected by common law or statute related to copyright, patent, trademarks or otherwise. Confidential Information excludes information or data – 

1.9.1. in the public domain at the time of its disclosure to the Receiving Party or which subsequently becomes part of the public domain by publication or otherwise, other than by breach of an obligation of confidentiality by the Receiving Party or any third party; 

1.9.2. received by the Receiving Party from another source other than by breach of an obligation of confidentiality by the Receiving Party or any third party; 

1.9.3. developed independently by the Receiving Party without reference to the Confidential Information; 

1.9.4. disclosed pursuant to a requirement by operation of law, regulation or order of court or other administrative body, but then only to the extent so disclosed and in the specific instance and under the specific circumstances in which it is obliged to be 

disclosed, provided that a combination of features shall not fall within an exclusion due to individual features being in the public domain; and provided further that the Receiving Party shall bear the onus of establishing that such information or data falls within an exclusion. 

1.10. “Content” means data, images, documentation, information, text, copy or software and other materials created in the use of the Services or otherwise provided through the Services by or for Yoyo; 

1.11. “Data Protection Laws” means the Protection of Personal Information Act 4 of 2013, as amended, and any regulations thereto, as amended or updated from time to time; 

1.12. “Destructive Elements” means malicious software or routines which: can disrupt, distort, disable, harm or otherwise impede operation of software, firmware, hardware, LAN, WAN, VPN or their peripherals; comprise harmful or hidden procedures, 

routines or mechanisms which may cause software, firmware, hardware, LAN, WAN, VPN or their peripherals to cease 

functioning or which can permit access (including remote) to cause their disablement or impairment; or, can damage or corrupt data, storage media, software, firmware, hardware, 

communications or interfere with technology operations; 

1.13. “Fees” the consideration referred to in clause 5; 1.14 “Incident” means an interruption to the provision of the Services which directly impacts Client’s ability to use the Services. 

Incidents vary in severity, each of which has the following 

meaning – 

1.14.1. “Severity 1” means an Incident whereby Client is unable to process critical transactions, or, where the time taken 

by Client to process critical transactions is dramatically 

diminished from the norm; 

1.14.2. “Severity 2” means an Incident whereby Client is unable to process important processes, or, where the time 

taken by Client to process transactions is obviously and 

consistently diminished from the norm, and where the effect of this shall result, in the short term, in an adverse impact on Client’s ability to use the Services; 

1.14.3. “Severity 3” means an Incident which is not Severity 1 or Severity 2; 

1.15. “Index” means any of AA Rates, CPI or PE Salary Survey, each of which has the following meaning – 

1.15.1. “AA Rates” means total vehicle operating costs 

determined per the then-current costs tables published by the Automobile Association of South Africa on its website; 

1.15.2. “CPI” means the South African Headline Consumer Price Index for all urban areas, quoted in Stats SA’s Statistical Release P0141; 

1.15.3. “PE Salary” means the average of the total cost of 

employment (including basic salary, cash benefits and non-cashrights to obtain or use); 

1.17. “Know-How” means: ideas, designs, diagrams, information, devices, documents, technical data, scientific data, secret and other processes and methods used in connection with a party’s business; all available information regarding marketing and promotion of a party’s products and services; and, any 

modifications or improvements to any of them; 

1.18. “Losses” means losses, damage, damages, liabilities, fines, penalties, interest, claims and all costs and expenses (including related legal fees, tracing and collection charges, and costs of investigation); 

1.19. “New Release” means a new software program developed to replace its predecessor thus becoming the new release/version, and which is generally installed as a new software application; 

1.20. “Non-Yoyo Service” a service, feature or product that is interoperable with a Service and which may be provided by the Client, a third party (including an Affiliate) or Yoyo (on behalf of a third party, including an Affiliate); 

1.21. “Object Code” means the compiled code of a software program which is written in a software programming language and is executable by a central processing unit capable of reading the code; 

1.22. “Personal Information” has the meaning given to it in the Protection of Personal Information Act 4 of 2013, as amended; 1.23. “Residuals” means ideas, concepts, know-how or techniques learned or developed by a Party which do not infringe the other Party’s IP rights or disclose Confidential Information in breach hereof; 

1.24. “Resolve” means the reasonable efforts undertaken by the relevant Resolver to provide temporary or permanent resolution of an Incident such that Client is reasonably able to resume its use of the Services; 

1.25. “Resolver” means the service provider who has the obligation to Respond to and Resolve the Service Call. For the sake of clarity, the service provider may be Yoyo or Client or a third party; 

1.26. “Respond” means the act of personal contact (including telephonic contact) made with Client by the relevant Resolver to commence the provision of Services requested in terms of the Service Call; 

1.27. “Reward Partner” means a provider with whom Yoyo has entered into an agreement for the provision of Rewards and who is capable of accepting Card Association-branded cards, as a form of payment for online card not present transactions and POS Transactions; 

1.28. “Scheduled Downtime” means time scheduled by Yoyo (or Yoyo’s third party provider) for routine maintenance on an item of goods; 

1.29. “Services” means the the prepaid virtual card solution services (and their sub-categories of services) to be provided by Yoyo to Client as described herein. 

1.30. “Service Call” means a communication by Client (including Client’s third party service provider) to the Service Desk, 

requesting Services for which Client has contracted, including reporting Incidents; 

1.31. “Service Desk” means Yoyo’s service desk to which Service Calls 

are made and whose contact details are specified in Clause 35; 1.32. “Service Hours” means the hours described as such in this Agreement in respect of any one or more Services; 

1.33. “Service Levels” means the quantitative performance levels to be achieved by Yoyo, as described in Clause 35 and Annexure A; 1.34. “Service Level Default” means a failure to meet a Service Level; 1.35. “Software” means the Object Code of software which Yoyo supplies to Client as described in this Agreement; 

1.36. “Source Code” means the code of a software program written in a software programming language which is easily understood by a human being trained in that language and which comprises instructions that are compiled into the corresponding Object Code; 

1.37. “Staff” means a Party’s employees, agents, independent contractors, sub-contractors or other representatives; 

1..38. “Time and Materials” means Yoyo’s standard hourly services charge out rate and product/materials list price, from time to time; 

1.39. “Transaction” online card not present transactions in terms of which a Cardholder uses their Prepaid Virtual Card as a form of payment for online card transactions which is authorised online and / or a POS card present transaction whereby a Cardholder uses their Prepaid Virtual Card through a point of sale device to pay a Reward Partner, where the Prepaid Virtual Card has been enabled for Tokenisation; 

1.40. “Update” means software developed to correct errors or fix bugs in Software, which is installed into the Software being updated; 1.41. “Upgrade” means software developed to improve existing functionality or add limited new functionality to Software, which is installed into the Software being upgraded; 

1.42. “User” means an employee or contractor of the Client with whom the Client has a contractual relationship with who uses or 

accesses the Services provided to Client and resultantly holds a ZuzoCard user account, which account is held with the Client and not with Yoyo. 

1.43. “ZuzoCard” a Prepaid Virtual Card, being a Card Association branded prepaid card in the form of a reloadable prepaid 16-digit card number including a CVV number and expiry date, issued by the Bank, which may be redeemed for part or full monetary value of the prepaid amount at any Reward Partners capable of 

accepting Card Association-branded cards, as a form of payment for online card not present transactions and POS Transactions, as displayed in the Downloadable Software Application provided by Yoyo. 

2. INTERPRETATION 

In this Agreement – 

2.1. clause headings are for convenience and reference only and shall not be used in the interpretation of nor modify nor amplify its terms; 

2.2. a reference to any law is to that law at the Date of Signature and as amended or re-enacted from time to time; 

2.3. unless a contrary intention clearly appears, words importing: any one gender include the other two; the singular include the plural and vice versa; natural persons include legal entities and vice versa; 

2.4. a substantive provision conferring rights or imposing obligations in a definition shall have effect as if it were a provision in the body hereof; 

2.5. references to days, months or years are Western Calendar references; 

2.6. a prescribed number of days shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next 

succeeding Business Day; 

2.7. defined expressions shall bear the same meanings in schedules hereto which do not contain their own definitions;

2.8. the use of expressions covering proceedings available in South African law shall, if a Party is subject to the law of another 

jurisdiction, be construed as including like proceedings under that law; 

2.9. any term defined within the context of any particular clause shall, unless otherwise determined by the context, bear the meaning ascribed to it for all purposes in terms of this Agreement; 

2.10. expiration or termination shall not affect such provisions as expressly provide for their continued operation thereafter or which of necessity must continue in effect thereafter even if not expressly provided for; 

2.11. the rule of construction that a contract shall be interpreted against the party who drafted or prepared the contract, shall not apply; 

2.12. a reference to a Party shall be applicable also to and binding upon that Party’s liquidator or trustee, should one be appointed; 2.13. the words “include” and “in particular” (and cognate expressions) shall be construed as examples or emphasis only and not as limiting the generality of any preceding words; 

2.1.4 the words “other” and “otherwise” shall not be construed eiusdem generis with any preceding words if a wider construction is possible. 

3. COMMENCEMENT, TERM AND RENEWAL 

3.1. Client appoints Yoyo with effect from acceptance of this Agreement to provide the Services for Client upon the terms of this Agreement.

and upon receipt, Yoyo will deem the cancellation as immediate, Client shall cease using the Services and Yoyo shall offboard the Client as soon as reasonably practicable. 

3.4. No terms or conditions contained in any quotation, delivery note, invoice, statement or like documents between the Parties, 

whether attached to this Agreement or any other document, whether exchanged on or subsequent to the Date of Signature, and whether signed by one or both of the Parties, shall in any way amend, novate or supersede the terms and conditions contained in this Agreement. 

4. GENERAL SERVICE TERMS 

4.1. In consideration of the Client paying the Fees and subject to Client’s adherence to this Agreement in accordance with its terms, Yoyo shall perform the Services for Client in accordance with the terms of this Agreement. 

4.2. Yoyo will enable the Client to reward Users by issuing and delivering Prepaid Virtual Cards to Users through digital interfaces in line with the requisite security requirements. 

4.3. Rewards granted will be valid for 36 months from date of issue. On the last day of the 36 month period from date of issue, the reward will constitute Breakage which shall be recognised as Yoyo revenue, unless agreed otherwise. 

4.4. Yoyo shall be free to (but shall be under no obligation to) update the Software Application and the features and 

functionality available therein at Yoyo’s sole discretion. Yoyo shall use reasonable endeavours to provide Client with notice of any such update but failure to do so shall not amount to a breach of this Agreement or limit Yoyo’s rights under this clause. 

4.5 Yoyo shall be free to amend or vary this Agreement as necessary at its sole discretion; provided, however, that should this 

Agreement be modified in a manner that would have a material adverse effect on the Client, Yoyo shall give not less than one (1) months’ written notice in respect of consideration and 

payment terms; or two (2) weeks’ written notice in respect of 

other terms and conditions. Client shall be deemed to have accepted such amendments or variations on the earlier of 

acceptance of the amended or varied Client Terms; or the 

expiration of such period (unless the Client communicates otherwise in writing prior to the amendments or variations taking effect). 

4.6. Any use by Client of Non-Yoyo Services, and any exchange of data between Client and the provider of such product or service is solely between Client and the Non-Yoyo Service provider. Yoyo shall not be responsible for any statements, offers or other information made available from the Non-Yoyo Service and Yoyo cannot guarantee the performance, accuracy, integrity or quality of any Non-Yoyo Service. 

4.7. The Services may contain features designed to interoperate with Non-Yoyo Services. Yoyo cannot guarantee the continued 

availability of any Service (and may modify them and/ or cease providing them in whole or in part without entitling Client to any refund, credit, or other compensation) if, for example and without limitation, Non-Yoyo Service provider ceases to make available, or changes, the Non-Yoyo Service. 

5. CLIENT USE OF THE SERVICES 

5.1. Client shall 

5.1.1. use the Services only in accordance with this Agreement; 5.1.2. comply with all Applicable Laws; 

5.1.3. be responsible for its (and its Affiliates’) personnel 

compliance with this Agreement; 

5.1.4. be responsible for Client’s use of the Services and the interoperation of any Non-Yoyo Services with which Client uses the Services; and 

5.1.5. ensure the Services are used only for lawful purposes by its personnel who reasonably need access to the Services. 

5.2. Client’s use of the Services is subject to the Client providing Yoyo with all Client information requested upon sign-up; which 

includes, but is not limited to: proof of registered address, proof of banking details and a certified copy of company registration document, as well as data, documentation and assistance 

reasonably required for Yoyo to duly and properly perform the Services, which includes, but is not limited to, contact with Users who have access to the Services as part of their normal duties. 

5.3. Client acknowledges and agrees that Yoyo may, at any time, request additional information and documentation for the purpose of Know Your Customer due diligence, which may include, but is not limited to: adequate records relating to the proper identification and verification of Users to the reasonable satisfaction of Yoyo including: full names, identity numbers, residential addresses and proof thereof. Upon receipt of a written request from Yoyo, the Client shall promptly provide any and all requested information and documentation necessary for KYC compliance. The Client warrants and represents that they possess the ability and authority to furnish such information and documentation as may be required within the stipulated time frame provided by Yoyo. Failure to provide the requested 

information and documentation within the specified time frame may result in the suspension or termination of services provided by Yoyo to the Client. The Client expressly consents to the 

collection, use and storage of their personal and business 

information in accordance with applicable laws and regulations for the purpose of compliance with KYC and Anti-Money 

Laundering (AML) regulations. 

5.4. In addition to this Agreement, Client will comply with all Applicable Laws. Client is responsible for its (and its Affiliates’ and Users) compliance with this Agreement. 

5.5. Client has sole responsibility for – 

5.5.1. the transfer of its information onto the

3.2. This Agreement shall come into force on the date the Client accepts this Agreement and endure until terminated upon its terms. 

3.3. If no disputes remain unresolved between the Parties, Client may terminate this Agreement by giving written notice of termination to Yoyo,

software application; 

5.5.2. maintenance of the Client Environment for the proper operation of the Services described herein. 

5.5.3. access to and use of the Services including audit controls, operating procedures, and any other procedures 

necessary for Client’s use of the Services, as well as the security and proper use of its user names, passwords, and security check words and other details used in connection with the Services and shall ensure that they are kept confidential, used properly and not disclosed to any unauthorised person or used in an unauthorised way. 

5.5.4. ensuring the accuracy, correctness and completeness of all input and/or output data to be used on or in conjunction with the Services in Client’s business and operations. Client shall 

bear the risk of checking the accuracy and correctness of, and the use of all data prior to using same in its business and operations. 5.5.5. the legality of the rewards granted in accordance with Clause 6. 

5.5.6. ensuring that the rewards clearly specify all applicable taxes; 

5.5.7. the messages or information found in any communication made to a User in relation to the Services. Client will ensure that the rewards granted do not include any content which is 

offensive, unlawful, defamatory or obscene. Messages must clearly state that Client is the grantor of the rewards, as the Client (and not Yoyo) is responsible for any rewards granted; 

5.5.8. the interoperation of any Non-Yoyo Services with which Client uses the Services and Content; 

5.5.9. the use of virus detection and eradication measures in relation to its systems in line with reasonable industry practice; 5.5.10. Compliance with terms of service of any Non-Yoyo Service with which Client uses the Services and Content. 

5.5.11. determining the suitability of any Yoyo recommendation and agrees that the final business decision to implement same rests with Client who indemnifies Yoyo against Losses incurred by Client arising directly or indirectly out of or in connection with its implementation or use of such 

recommendations. 

5.6. Client will notify Yoyo without delay in the event of any unauthorised use of the Service using Client’s account or where any security feature has or may have been breached or 

compromised. Furthermore, Client shall promptly change its passwords and security check words if there is any reason to believe that a password or security check words have or are likely to become known to someone not authorised to use them or are being or are likely to be used in an unauthorised way. 

5.6. Client shall not knowingly introduce into Yoyo’s systems any computer software routine intended or designed to disable, damage, erase, disrupt or impair the normal operation of, or provide unauthorised access to or modification or monitoring of, any computer system or any software or information stored on any computer system, including viruses, worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors or trap door devices; not use a Service or Non-Yoyo Service to store or transmit infringing, defamatory or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; not allow access to the Services or Content by any person (save for Users and Client’s personnel who have a need to access them in relation to the performance of this Agreement); not sell, resell, leverage, rent, lease, license or otherwise provide a service based on or incorporating the Services or Content. The Services may not be accessed or used for monitoring their availability, performance or functionality; or any other benchmarking or competitive purposes. 

5.7. Client acknowledges that the provision of Services is subject to Client’s acceptance of Yoyo’s Privacy Policy and that each party shall comply with their respective obligations therein. 

5.8. Yoyo may refer Client to third party products or services during this relationship. Client agrees that despite such 

references, the final business decision to use third party products or services vests in Client who assumes all associated risks and liabilities and indemnifies Yoyo against Losses incurred by Client arising directly or indirectly out of or in connection with its acquisition or use of such products or services. 

6. PROHIBITION OF SERVICES FOR FRAUDULENT PURPOSES CLAUSE 

6.1. The Client expressly agrees and warrants that they shall not under any circumstances, utilize the services provided by Yoyo for any fraudulent, illegal or unauthorized purpose. Client will ensure that the Services are used only for lawful purposes and that the rewards are not aimed or made available to, anyone under 16 or such higher age limit as required to comply with Applicable Law. 

6.2. The Client shall refrain from engaging in activities including but not limited to: 

6.2.1. Using the services to conduct fraudulent transactions, money laundering, or any other illegal financial activities; 

6.2.2. Providing false, misleading, or inaccurate information to Yoyo. 

6.3. The Client acknowledges that any suspected fraudulent activity or violation of this clause will result in immediate termination of services provided by Yoyo. 

6.4. Yoyo reserves the right to report such activities to relevant law enforcement authorities and regulatory bodies. Client acknowledges their responsibility to use the services provided by Yoyo in a lawful and ethical manner, in compliance with all applicable laws, regulations and industry standards. 

6.5. The Client acknowledges and agrees that Yoyo shall not be held liable for any losses, damages, or liabilities incurred as a result of fraudulent transactions or unauthorized activities conducted by the Client or any third party using the Client’s account or access credentials. The Client hereby indemnifies and holds harmless Yoyo and its affiliates, officers, directors, employees, agents and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees) arising out of or related to any fraudulent transactions or activities conducted by the Client or any authorized users acting on behalf of the Client. The Client’s indemnification obligation includes, but is not limited to, claims arising from: misuse or unauthorized access to services provided by Yoyo, provision of false, inaccurate, or misleading information to Yoyo, violation of any laws, regulations or terms of service related to the use of services provided by Yoyo. This indemnity shall survive the termination or expiration of this Agreement. 

7. CONSIDERATION AND PAYMENT TERMS 

7.1. By providing credit card information and authorising its use for payment, Client authorizes Yoyo to charge the Client’s designated credit card for: 

7.1.1. rewards granted and issued, the charging of which will take place upon the granting of the reward, whereafter an invoice will be triggered to the Client; 

7.1.2. payment of monthly recurring SaaS subscription fees as consideration for the Services and specified as per the Client’s elected subscription plan/the subscription plan stipulated on the Yoyo website, including any additional charges such as usage fees, upgrades or any applicable taxes, the charging of which will take place on a monthly basis for the services provided on the same day each month (1st) commencing from the date of Client’s initial subscription or purchase.

Client is charged a fee per each User that the Client has on the platform on the 1st of each month, as well as a percentage service fee on every issuance. User changes occurring during the month will only affect the following month’s billing. 

Amounts shown on the subscription plan are stated exclusive of the following, which shall be for the account of Client – 

value-added tax (“VAT”) which shall be charged in addition, at the rate and in the manner for the time being prescribed by law; other taxes and duties levied or charged by any revenue authority (including South African Revenue Services). If Client deducts foreign withholding taxes for payment to a foreign revenue authority, the amount payable to Yoyo shall be grossed up accordingly; charges, fees and costs for freight, delivery and insurance; charges and costs for implementation of and training the Services supplied. 

The Client must ensure that the credit card information provided to Yoyo is accurate and up to date. In the event of changes to Client’s credit card information, Client must promptly update it through Client’s account settings or by contacting the Yoyo support team. 

If a charge to a company’s card fails when trying to issue a reward, that reward will not be issued until the card is able to be successfully charged. 

Yoyo reserves the right to suspend or terminate Client’s access to the services for any billing-related issues, including declined or invalid credit card information. 

Client acknowledges that the information provided will be saved to file for future transactions. Client acknowledges that Yoyo will take reasonable measures to ensure the security of the Client’s credit card information in line with Yoyo’s Privacy Policy. 

Cancellation or termination requests received after a billing cycle will result in a final billing for the following month. 

If the consideration for Software or Services is linked to an Index ,then notwithstanding the Commencement Date, that consideration shall adjust upwards on 1 October annually by the greater of CPI or 5.5%. 

Client shall be liable for Reimbursable Expenses reasonably incurred by Yoyo in performing its obligations under this Agreement, which shall be invoiced monthly in arrears. The cost of all SMS’ (short message services) and USSD (unstructured supplementary service data) string sessions incurred by Yoyo in respect of Services are a Reimbursable Expense. In addition to associated Reimbursable Expenses, travelling time spent by Yoyo when providing Support Services, shall be charged to Reward Partner at Yoyo’s then current Time and Materials rates. 

Client shall pay all undisputed prices, fees and charges when they become payable. Should Client in good faith dispute any specific price, fee or charge in writing to Yoyo, Client may withhold payment of same and such dispute shall be deemed to have been referred for resolution in accordance with clause 19. Prices, fees and charges are payable to Yoyo at its bankers, free of exchange, set-off and any other deduction, and payment shall not be effected until the funds are cleared to and received by Yoyo’s bankers. 

Amounts payable which are not paid by Client on due date to Yoyo shall bear interest at the prime lending rate charged by Nedbank Limited to its most favoured private individual clients on an unsecured overdraft basis from time to time, plus 500 basis points, as certified by any of its branch managers whose authority it shall not be necessary to prove, calculated from due date to date of payment, both inclusive. 

Subject to clause 10.6, failure by Client to make a payment on due date shall entitle Yoyo, inter alia, to suspend any Services until such time as all arrears have been paid in full, including any interest due. 

If the Subscription Plan identifies that the consideration for Services is linked to a foreign currency, that consideration shall fluctuate with any appreciation or depreciation in the exchange rate between the South African Rand and that foreign currency, as more fully described therein. Any dispute as to the exchange rate to be utilised in terms hereof shall be finally determined by the branch manager of Nedbank Limited, Commercial branch (whose authority it shall not be necessary to prove) acting as an expert. Client shall bear the risk and receive the benefit of any variation in the exchange rate. 

8. CONFIDENTIALITY 

8.1. The Parties shall treat Confidential Information as strictly confidential. The Receiving Party shall not in any way use the Disclosing Party’s Confidential Information for its own benefit or for the benefit of any other person or for any purpose other than carrying out its obligations in accordance with and upon the terms of this Agreement. 

8.2. The Receiving Party shall not disclose Confidential Information to any person other than the Receiving Party’s Staff involved in carrying out the Receiving Party’s obligations in terms of this Agreement and then on a need-to-know basis. Before revealing Confidential Information, the Receiving Party shall procure that Staff are made aware of the confidential nature thereof and that Staff have signed an undertaking with like obligations of confidentiality. The Receiving Party shall procure that Staff shall continue to comply with these obligations. 

8.3. The Receiving Party shall: initiate internal security procedures to prevent unauthorised disclosure of Confidential Information; and, use the same standard of care (which shall not be less than a reasonable standard of care) in protecting the Disclosing Party’s Confidential Information as it uses to protect its own confidential information. 

8.4. Should it be required to disclose Confidential Information pursuant to clause 1.14.4, the Receiving Party shall: advise the Disclosing Party thereof prior to disclosure, if possible; take steps to limit the extent of the disclosure, if possible; afford the Disclosing Party an opportunity to intervene in proceedings; and, comply with the Disclosing Party’s requests as to the manner and terms of any such disclosure. 

8.5. On expiry or termination of this Agreement, the Receiving Party shall destroy all related Confidential Information of the Disclosing Party received by the Receiving Party or in its possession, including notes (in any media or format) which it may have prepared or may have obtained as a result of the Confidential Information being made available to it, and certify compliance with the foresaid in writing addressed by one of its directors to the Disclosing Party. This shall apply, mutatis mutandis, to all Confidential Information on expiry/termination of the Agreement. 

8.6. The Parties acknowledge and agree that for the purposes of §64(1) of the Promotion of Access to Information Act, 2000, the Confidential Information is provided in confidence by the Disclosing Party. 

9. INTELLECTUAL PROPERTY 

9.1. Neither Party shall acquire any rights, title or interest of any kind in any IP owned by the other Party. All IP owned by a Party and all modifications made by it to that IP, shall at all times remain that Party’s sole property. Unless expressly authorised in writing, neither Party shall have the right to use the other Party’s IP in any manner whatsoever. Neither Party is restricted from using any Residuals. 

9.2. Title and any rights in any Content or Intellectual Property Rights created or arising from the performance of the Services shall vest in Yoyo from creation (whether in respect of existing or future rights). Any goodwill arising from the use of Yoyos trade marks, logos or branding shall vest in Yoyo; and if Client, its Affiliates or their respective staff provide any feedback, comments or suggestions in relation to the Mobile Application or Services, any Intellectual Property Rights in the feedback, comments or suggestions shall vest in Yoyo. 

9.3. Client represents and warrants that (a) none of the feedback, comments or suggestions will be subject to any obligation of confidence on the part of Yoyo; and (b) Yoyo will be entitled to unrestricted use and other exploitation of the feedback, 

comments or suggestions for any purpose whatsoever, 

commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the feedback, comments or suggestions. 

9.4. The Client grants Yoyo a non-exclusive, non-transferable, royalty-free, fully paid right to refer to Client as a customer of Yoyo in Yoyo’s promotional materials. Yoyo may include Client trademarks in case studies provided that the publication of any such case study shall be subject to Client’s approval (such 

approval not to be conditioned, withheld or delayed 

unreasonably). Yoyo may sublicense such rights to its Affiliates. 

9.5. Yoyo grants Client a non-exclusive and non-transferable right during the subscription period and subject to payment of 

recurring fees to use (a) the Content only to receive the benefit of the Services; and (b) Yoyo’s trade marks, branding and logos provided by Yoyo to promote the use of ‘ZuzoCard’ to users. Client shall not sublicense these rights. 

9.6. In relation to Yoyo’s Intellectual Property Rights, Client shall not (and shall not allow a third party to) (a) disassemble, decompile or reverse engineer the same; (b) modify, or create derivative works from, the same; or (c) remove or modify any attestation of ownership. Where Client uses Yoyo’s trade marks, logos or branding, it shall do so only in accordance with Yoyo’s branding guidelines (as amended from time to time). 

10. THIRD PARTY RELATED CLAIMS 

10.1. Client shall indemnify and hold harmless Yoyo from and against all losses, costs, liabilities, demands, claims, judgments, awards, damages, amounts payable in settlement, costs, fines, penalties, charges and expenses (including all legal and other professional fees, expenses and disbursements) which Yoyo sustains or incurs arising from a third party claim, suit, action, assessment or proceedings relating to the Client and/or User’s use of the services or the Client or User not complying with Applicable Law. 

10.2. Client indemnifies Yoyo against Losses incurred by Client arising directly or indirectly out of or in connection with any failure by a Reward Partner and/or any third party provider (including a Channel provider) for whatever reason, to perform its obligations (properly or at all) in respect of, or in relation to the 

Services. 

11. WARRANTIES 

11.1. Yoyo warrants that Services shall be provided with due care and skill and it is the owner of or has valid title to Software supplied to Client and is entitled to grant the rights to Client as envisaged in this Agreement. 

11.2. Notwithstanding anything to the contrary herein, Yoyo does not warrant that Software is completely error-free or that all errors can be corrected completely, nor that it shall meet Client’s requirements other than as expressly provided for in this 

Agreement, nor that it shall operate in all combinations selected for use by Client. 

11.3. The services may require ongoing support and the warranty provided is not a substitute for Support Services. 

11.4. The warranties provided in this clause 14 shall not apply in respect of defects and/or Faults due to or resulting from – 10.4.1. Client failing to: maintain the Client Environment; update or upgrade products in the Client Environment, as 

specified by Yoyo from time to time; or, acquire and install any Update or Upgrade to Software, as specified by Yoyo from time to time; 

10.4.2. Goods not being operated within Specifications or by their manufacturer or licensor or by Yoyo from time to time; 10.4.3. Goods being installed, configured or commissioned by anyone other than Yoyo or appropriately trained members of Client’s Staff; 

10.4.4. Goods being used by persons who have not successfully completed the appropriate training in their use or failure by Client (or its Staff) to follow instructions for the proper use of the Goods; 

10.4.5. Goods being relocated, altered, adjusted, modified, repaired or having products attached to them, by anyone other than Yoyo; 

10.4.6. external factors including theft, vandalism, accidents, misuse, negligence, Destructive Elements, Force Majeure or failure or fluctuation of electrical power or air conditioning. 

11.5. Yoyo shall not be responsible for any malfunction,non-performance or degradation of performance of Goods directly or indirectly arising out of any alteration or attachment to, or adjustment or modification of those Goods made without Yoyo’s written approval. 

11.6. Should Yoyo be required to provide services to Client as described in clause 14.4, Yoyo shall provide such services ad hoc, charging on a Time and Materials basis (unless otherwise agreed) and subject to the availability of necessary Staff and resources, but otherwise mutatis mutandis upon the terms of this Agreement. 

11.7. Save for warranties expressly provided in terms of this Agreement, Yoyo disclaims, to the extent permissible by law, all warranties express or implied (including fitness for a particular purpose and/or merchantability) or arising by operation of law or otherwise, in respect of Goods supplied to and/or Services performed for Client. 

12. LIMITATION OF LIABILITY 

12.1. Under no circumstances whatsoever, including as a result of its negligent acts or omissions or those of its servants, contractors, agents or other persons for whom it is liable in law, shall Yoyo’s or its servants’ (in whose favour this is a stipulatio alteri) liability for Losses sustained by Client, its directors and servants (whether arising under contract, delict or otherwise) in respect of any claim or series of claims arising from the same cause of action, exceed an aggregate maximum amount equivalent to: in 

respect of Services, the amount paid to Yoyo by Client for the specific sub-category of Service which is the subject matter of or directly related to the cause of action asserted, during the 60 day period immediately preceding the date on which the cause of action arose. 

12.2. Under no circumstances whatsoever, including as a result of its negligent acts or omissions or those of its servants, contractors, agents or other persons for whom it is liable in law, shall Yoyo or its servants (in whose favour this is a stipulatio alteri) be liable for any indirect, extrinsic, special, penal, punitive, exemplary or consequential Losses (of any kind whatsoever or howsoever caused and whether arising under contract, delict or otherwise and whether the loss was actually foreseen or reasonably 

foreseeable) sustained by Client, its directors, servants and customers, including loss of profits, revenue, use, information and/or contracts. 

12.3. Nothing herein shall limit a Party’s liability for: any breach of clause 11 or 12; death or bodily injury to a person; or, destruction, damage or loss of real or tangible personal property of a person, caused by it

 BREACH 

13.1. Should a Party breach a material term of this Agreement (other than one which contains its own remedies or limits remedies in the event of a breach thereof) and fail to remedy same within 30 days ofreceipt of written notice requiring it to do so and warning that if it is not remedied the other Party may exercise its rights in terms hereof, then the other Party shall be entitled without notice, in addition to any other remedy available to it at law or herein (including an interdict), to cancel this Agreement or claim specific performance of any obligation (whether or not the due date thereof has arrived), in either event without prejudice to the other Party’s right to claim Losses. If the breach is not capable of being remedied, it shall be deemed to have been remedied (without prejudice to the other Party’s right to claim Losses) provided that the Party in breach has caused it to cease within the period aforesaid. 

13.2. Notwithstanding Clause 12.1, Any use of the Services in breach of this Agreement (or its personnel) or which in Yoyo’s discretion threatens the security, integrity or availability of the Services or rights of a User, may result in Yoyo at it’s sole discretion suspending the Services immediately without notice. 

13.3. Yoyo will use commercially reasonable endeavours to provide Client with notice and an opportunity to remedy such violation or threat prior to any such suspension. Yoyo may reject any Client Materials or withdraw any Client Materials from publication (including by suspending the Services, in whole or in part) at its discretion. 

13.4. Yoyo may suspend provision of the Services where (a) it is required to do so by Applicable Law (including the Card Scheme Rules or on the instruction of a Card Scheme or a regulator); (b) acting reasonably, it believes Client, or the continued performance of the Services, is or may be in breach of this Agreement, Applicable Law or the Documentation (or, in relation to the Payment Services, the Card Scheme Rules or Data Security Standards); (c) it is necessary to prevent fraud, unlawful or unauthorised Transactions or unauthorised use of the Services; or (d) Client fails to pay any Fees within thirty (30) days of the due date for payment. 

13.5. Termination of this Agreement (however caused) shall not affect the coming into force or the continuance in force of those provisions intended or expressed to do so, nor shall it affect the rights and liabilities of the parties which have accrued prior to termination. 

13.6. Upon any termination of this Agreement (a) the Client shall pay Yoyo for all Services performed through the effective date of termination; and (b) any rights granted under this Agreement shall terminate immediately. 

14. EVENTS OF DEFAULT 

14.1. Notwithstanding anything to the contrary herein contained, if a Party: commits an act which is or would be an act of insolvency in terms of §8 of the Insolvency Act, 1936 (if committed by a natural person); or, commences business rescue proceedings, is 

provisionally or finally liquidated, is removed from the company register, takes steps for its voluntary winding up, or, is placed in any similar or replacement regime covered by South African insolvency law; or, compromises or attempts to compromise or defer payment of any debt owing to its creditors generally or to any class of its creditors; or, allows a judgment against it to remain unsatisfied for 30 days, unless it takes steps to rescind or appeal the judgment within that period; or, disposes of all or a material portion of its assets or undertaking or ceases (including if cessation seems likely) to conduct its business; or, in any way encumbers or hypothecates a material portion of its assets, then, the other Party shall be entitled, but not obliged, to terminate this Agreement at any time upon written notice to that effect. 

15. FORCE MAJEURE 

15.1. If vis major or force majeure or casus fortuitus (“Force Majeure”) cause delays in or any failure of performance by a Party of any of its obligations, the affected part of this Agreement shall be suspended for the period during which the Force Majeure 

prevails, but if it affects a material part of the Agreement it shall be suspended for a maximum period of 120 days after which any affected Party shall be entitled on 30 days’ written notice to cancel this Agreement. Written notice of a Force Majeure event stating its nature and date of commencement shall be dispatched by the Party seeking to rely on it (on whom the onus shall rest) as soon as reasonably possible after its commencement. Written notice of cessation of a Force Majeure event shall be given by the Party who relied on it, within 5 days after such cessation. The Party whose performance is interrupted by Force Majeure shall be entitled to extend the period of any affected Scope of Work by a period equal to the time that its performance is so prevented. 

15.2. For the purposes hereof, vis major and force majeure include acts or omissions of any government, government agency, provincial or local or similar authority (but, where Client is an organ/body of state, specifically excluding Client’s acts or omissions which are not the exercise of executive government powers), civil strife, riots, sabotage, insurrection, acts of war or public enemy, illegal strikes, combination of workmen, interruption of transport, lockouts, interruption of essential services from public utilities (including electricity, water and sewerage), prohibition of exports, inability on Yoyo’s part due to Force Majeure to obtain goods or services from its suppliers (including telecommunications 

suppliers), rationing of supplies, flood, storm, fire or any other circumstances (without limitation eiusdem generis) beyond the reasonable control of the Party claiming Force Majeure and comprehended in the term Force Majeure. 

16. INFORMAL DISPUTE RESOLUTION 

16.1. Prior to initiating any other resolution process, the Parties shall attempt to resolve disputes arising from this Agreement 

informally and in good faith. Either Party may refer any dispute arising, to the Parties’ chief executive officers by simultaneous written notice to them at the Parties’ addresses in clause 21.1. For a period of up to 7 days, the Parties’ chief executive officers 

(or their nominees) shall meet and attempt to resolve the dispute informally. If the Parties fail to resolve the dispute within that period it may be submitted to arbitration in accordance with clause 20, on written demand by either Party. 

17. ARBITRATION 

17.1. Save for provisions of the Agreement providing for remedies that are incompatible with arbitration and subject to clause 19, all disputes arising in regard to: the interpretation of; the carrying into effect of; any of the Parties’ rights and obligations arising from; the rectification or proposed rectification of; the 

termination or purported termination of; or, any matter requiring agreement by the Parties in terms of, this Agreement (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction), shall be submitted to and decided by arbitration. A dispute shall be referred or submitted to arbitration hereunder when either Party gives written notice to the other of the dispute, demands an arbitration and requests agreement on an arbitrator. 

17.2. The arbitration shall be subject to then-current arbitration legislation in force in the RSA and take place in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the Arbitration Foundation of South Africa (or its successor) (“AFSA”). Evidence in and any order made during the arbitration shall be Confidential Information. 

17.3. The arbitration shall be: held at Sandton with only the Parties and their representatives present; conducted in English; and, if possible, concluded within 21 days after it has been demanded and the Parties shall use their best endeavours to procure its

expeditious completion. 

17.4. The arbitrator shall be, if the matter in dispute is principally: a legal matter, an impartial practising advocate or admitted 

attorney of at least 15 years standing; an accounting matter, an impartial practising chartered accountant of at least 15 years standing; or, any other matter, an impartial suitably skilled and experienced person. If the Parties fail to agree whether the dispute is of a legal, accounting or other nature within 3 days after the arbitration has been demanded, it shall be an ‘any other’ matter. If the Parties fail to agree an arbitrator within 3 days after arbitration has been demanded, at either Party’s request the arbitrator shall be nominated by the then-current President of the Law Society of the Northern Provinces, failing whose nomination, either Party may approach the High Court of South Africa to make the appointment. To the extent necessary, the court is expressly empowered to do so. 

17.5. The decision from an arbitration shall be subject to a right of appeal to a panel of three arbitrators as provided for in the Rules, whose decision shall, or, if the single arbitrator’s decision has not been taken on appeal, the decision of the single arbitrator shall, in the absence of manifest error, be final and binding upon the Parties to the dispute and may be made an order of any court of competent jurisdiction. 

17.6. This clause 16 is severable from the rest of this Agreement and shall remain in effect after termination of this Agreement for any reason. 

18. DOMICILIUM CITANDI ET EXECUTANDI 

18.1. The Parties choose as their domicilia citandi et executandi for all purposes in terms of this Agreement, including court process, notices or other documents or communications of whatever nature (including the exercise of any option), their respective addresses described in the Scope of Work. Any notice or 

communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing. Either Party may by notice change its physical address to another physical address in the RSA, or its postal address or its fax 

number, which change shall be effective on the 5th Business Day from deemed receipt of the notice by the other Party. Unless the contrary is proved, a notice to a Party – 

18.1.1. delivered by hand to a responsible person during business hours at its physical address, is deemed to be received on date of delivery; 

18.1.2. sent by prepaid registered post to its postal address (airmail if appropriate), is deemed to be received on the 7th day after posting; 

18.1.3. faxed to its fax number, is deemed to be received on the first Business Day following the date on which it is sent. 18.2. Notwithstanding the aforegoing, a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi. 

19. CESSION, ASSIGNMENT AND SUB-CONTRACTING 

Client shall not cede, delegate, assign or in any other manner dispose of any of its rights or obligations arising out of this Agreement without the prior written approval of Yoyo, provided that should any cession, delegation, assignment or disposal relate to a genuine restructuring or amalgamation of Client or any group of companies of which it is part, then Yoyo’s approval shall not be unreasonably withheld. Yoyo may sub-contract its obligations under this Agreement provided that such sub-contracting does not change Yoyo’s obligations to Client. 

20. PUBLICITY 

For the term of this Agreement and 6 months thereafter, Client shall not make or issue, directly or indirectly, any formal, informal, public or private announcement, advertisement or statement in connection with this Agreement or its negotiations without the 

prior written consent of Yoyo, which consent shall be obtained both in relation to the fact and the contents thereof. This shall not apply in respect of any announcement, advertisement or 

statement to the extent required by law or published regulations of the JSE Limited applicable to corporate bodies in general. Yoyo shall be entitled to name Client as a client of its products and services in general marketing material. 

21. RELATIONSHIP OF PARTIES 

The Parties’ relationship shall be governed by this Agreement. Nothing herein shall be deemed to constitute any Party the partner or agent or legal representative of the other. It is not the Parties’ intention to create nor shall this Agreement be construed to create any commercial or other partnership. Neither Party shall have any authority to act for or assume any obligation or 

responsibility on behalf of the other Party nor hold itself out as partner or agent of the other Party. 

22.MONITORING AND INTERCEPTION 

Client acknowledges that Yoyo in the normal course of carrying on its business, intercepts and monitors all usage of Yoyo’s e-mail, fax, Internet, phone and other forms of communication. Client hereby consents (and shall procure its Staff’s consent) to the interception and monitoring by Yoyo, for legal purposes, of any communication made by Client or its Staff using Yoyo’s e-mail, fax, Internet, phone or other forms of communication 

23. US EXPORT REGULATIONS 

Client shall not sell, lease, licence, export or otherwise dispose of any Goods, proprietary information or associated technical data or to any person, firm, corporation or government entity which Client knows or should have reason to believe shall export, resell, use or otherwise dispose of same in any country or territory where the disposition is prohibited or regulated by law, including the export administration regulations of the Bureau of Industry and Security of the United States Department of Commerce: provided that, this restriction shall not apply if a licence has been issued by the appropriate agency giving its consent and the transaction is otherwise lawful. 

24. LANGUAGE 

This Agreement has been concluded in the English language. In the case of any conflict between the English version of this Agreement and any translation version, the English version shall prevail. Notices required in terms of this Agreement shall be given in the English language. 

25. GOVERNING LAW 

This Agreement shall be governed by and interpreted in 

accordance with the laws of the RSA and all disputes, actions and other matters relating to this Agreement shall be determined in accordance with such laws. To the extent this Agreement is concluded outside of the RSA, or, if a Party hereto is domiciled outside the RSA, the Parties agree that this Agreement shall be governed by the RSA’s substantive laws (including its prescription laws if they are not considered substantive laws, but excluding its conflict of law principles), provided that if the major part of the Agreement is to be performed outside the RSA, no laws of the RSA that promote competition in the RSA shall govern. The United Nations Convention on Contracts for the International Sale of Goods is excluded. 

26. SUBMISSION TO JURISDICTION 

Subject to clause 20, the Parties agree that to the extent that any court has jurisdiction over any matter arising out of or in 

connection with this Agreement, such matter shall be brought in the South Gauteng High Court of South Africa (or its successor) and they irrevocably submit to the exclusive jurisdiction of such court. Each Party appoints any person at the address chosen as its domicilium to receive on its behalf, service of process in such jurisdiction in any action or proceedings with respect to this Agreement. The Parties irrevocably waive any objection they may now or hereafter have that such action or proceeding has been

brought in an inconvenient forum. The Parties further irrevocably consent to the service of process in any action or proceeding as contemplated in the domicilium clause. Nothing herein shall affect the right to serve process in any other manner permitted by law. 

27. ASSURANCE THAT THIS AGREEMENT IS BINDING 

The Parties warrant to each other that they have taken or 

procured the taking of all steps, actions and corporate/executive proceedings needed for this Agreement to be binding on them. A Party shall on request of the other, furnish evidence of the authority of the person/s who, on its behalf, takes actions or executes documents required or permitted to be taken or 

executed by such person in terms of this Agreement. 

28. SEVERABILITY 

Any illegal, invalid or unenforceable provision in this Agreement shall be ineffective to the extent of its prohibition or 

unenforceability and be treated pro non scripto and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement. 

29. SUPPORT SERVICES 

Yoyo shall perform Support Services in respect of Services, during Service Hours and in accordance with the Service Desk Services stipulated in Clause 35 and additional applicable Support Services 30. SERVICE DESK SERVICES AND SERVICE LEVELS 

30.1. Yoyo Shall use its commercially reasonable endeavours to make available the Services 24 hours a day, 7 days a week, except for (a) planned maintenance; (b) force majeure events under clause 15.4; and (c) failures or delays caused by the malicious software or attacks on Yoyo’s systems and / or software, the internet, Non-Yoyo Services. 

30.2. In relation to Client and User support: 

29.2.1.(Client will be responsible for all complaints, questions, claims, disputes and support in relation to the rewards granted that are the subject of a Transaction 

29.2.3. Yoyo will use its commercially reasonable endeavours to provide Client and User support relating to use of the Services. As Response and Resolution times are not solely within Yoyo’s control and are reliant on third parties effectively delivering their respective solutions, times specified for performance of the Services are indicative only. 

30.3. The Parties agree that the purpose of Service Levels is to achieve a fair, accurate and consistent measurement of Yoyo’s adequate performance of the associated Services in terms of this 

Agreement and that Service Level objectives shall be reviewed (and if necessary amended) by the Parties annually to ensure that this purpose is being achieved. 

30.4. Service Levels are calculated during Service Hours only and are measured over a period of a single calendar month at a time. 30.5. Should Yoyo fail to meet a Service Level, Yoyo shall: endeavour to correct the Service Level Default within a reasonable period of time; and, if it reasonably determines it to be necessary, practical and economically reasonable, take action to attempt to avoid a similar Service Level Default in the future. 

30.6. Should Yoyo fail to meet a Service Level due to factors beyond its reasonable control including Client’s failure to perform its 

responsibilities in a timely manner, Yoyo shall be excused from meeting that Service Level for as long as those factors prevail. No Service Level Default shall be incurred, and Yoyo shall not be liable for any Service Level Default, in respect of any Disaster. For these purposes, “Disaster” means a failure of Services to operate which results in a significant adverse impact on Client’s business, and in respect of which Yoyo is unable to determine a Resolution for such failure, despite having applied reasonable efforts. 

30.7. Where Yoyo has requested Client to provide a screen, audit trail logs or data dump in relation to any Service Call, the calculation of Service Levels in relation to that Service Call shall exclude the 

time elapsed between the time such a request is made until the time Yoyo receives the entirety of the screen or data dump so requested. 

30.8. In determining if Yoyo has met any Service Level, Service Calls shall be deemed to have been Resolved at the point in time when Yoyo advises the Service Desk that the Service Call has been Resolved unless Client notifies Yoyo to the contrary within 

3 Business Days thereafter, giving detailed reasons sufficient to allow Yoyo (or the Resolver) to identify the steps necessary to be taken to achieve closure of the Service Call. 

30.9. The Parties acknowledge the following in respect of Service Levels: 

Service: CVS and Platform Hosting Service 

Measure Method: Time based 

Service Measure: 99.5% of scheduled uptime on a calendar month. Permissible downtime is 0.5% per calendar month. The Yoyo Hosting Platform is reliant on the following third parties effectively delivering their respective solutions: Server Hosting Provider, Cellular Network Providers, SMS distribution 

and Internet Connectivity. wiCode availability is measured per calendar month during the hours between 09:00 – 22:00, 

excluding Scheduled Downtime: 99.5%. 

Allocated hours per month are stipulated in the Scope of Work. Yoyo will notify the Merchant in writing that the maximum hours have been reached before charging on a Time and Material basis for additional Service Hours. 

Service Hours 

Contact Information: 

Office Telephone: 021 4489974 

After Hours Support: 072 380 1998 

Email: support.sa@yoyogroup.com 

Service Days: 

Monday – Friday Office Hours: 08h00 – 17h00. (Excluding Weekends and Public Holidays) 

After Hours: 17h00 – 08h00 

Only level 1/2 Escalations after hours, on weekends and Public Holidays 

Support/ Service Desk Tickets to be logged at all times 

https://yoyo-group.zendesk.com/auth/v2/login 

31. SERVICE CALLS ESCALATION 

31.1. Service Calls placed by Client for any Severity 1 shall be immediately advised to Yoyo’s Staff member in charge of the associated Service. Service Calls placed by Client for any other Incident shall be advised to Yoyo’s Staff member in charge of the associated Service should Yoyo fail to Respond and/or fail to Resolve the Incident within any applicable Service Level period in Annexure A. 

31.2. If Service Calls are escalated the Parties shall hold meetings between them until the Service Call has been Resolved which meetings may be physical or virtual (tele- or video-conference). Escalation meetings shall have a frequency and be attended by representatives of each Party escalating in seniority, based on the category of the Incident being experienced, and shall cover the following topics: the steps to be implemented to Resolve the Service Call and estimated time to Resolve the Service Call; and, the time of the next escalation meeting during which progress shall be reported. If necessary, the Parties shall repeat this process until such time as the Service Call is Resolved. 

32. 32. WHOLE AGREEMENT, NO AMENDMENT 

32.1. This Agreement constitutes the whole agreement between the

cancels, with effect from the Effective Date, any other agreements (written or oral) in force between the Parties relating to its subject matter. 

32.2. No amendment or consensual cancellation of this Agreement or any of its provisions or terms or of any agreement or other document or instrument issued or executed pursuant to or in terms hereof and no settlement of any disputes arising out of this Agreement and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of this Agreement or of any agreement or other document or instrument issued pursuant to or in terms hereof shall be binding unless recorded in writing and signed by the Parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the Party granting same). 

32.3. Any extension of time or waiver or relaxation of any of the provisions or terms of this Agreement or any agreement or other document or instrument issued or executed pursuant to or in terms hereof, shall be strictly construed as relating strictly to the matter in respect whereof it was made or given, shall not operate 

Annexure A: Service Levels 

as an estoppel against any Party in respect of its rights in terms of this Agreement, and, shall not operate so as to preclude such Party thereafter from exercising its rights strictly in accordance with this Agreement. 

32.4. No failure or delay on the part of a Party in exercising any right, power or privilege in terms of this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 

33. 33. EXECUTION OF THIS AGREEMENT 

This Agreement may be executed in several counterparts, each of which shall together constitute one and the same instrument with respect to that document. Each Party hereto hereby waives any right which it may have to dispute the validity or enforceability of this Agreement by virtue of its failure to either initial each page thereof and/or have its signatory’s signature verified by a witness.