LICENSE AGREEMENT IN RESPECT OF THE SERVICES

BACKGROUND

This License Agreement sets out the terms and conditions of use as between you, the client and Tools For Interactive Compliance (Pty) Limited and Lee's Legal Compliance Services (Pty) Limited

APPLICABILITY

By using and accessing any portion of the T.i.C WEBSITE (see www. compliance tools.co.za) or related services and or information, owned and managed by Tools For Interactive Compliance (Pty) Limited and Lee's Legal Compliance Services (Pty) Limited(THE SERVICE PROVIDER) you, the Client (the "CLIENT") hereby agree that the use of these services will be subject to the following terms and conditions:

AGREEMENT TO ENTER INTO A CONTRACT WITH THE SERVICE PROVIDER

The CLIENT has contracted with THE SERVICE PROVIDER to provide it with a Comprehensive Legal Compliance Data Base and Software Service, under a license arrangement, which service is housed under an interactive software tool and database known as the T.i.C database

(Hereinafter referred to as"THE LICENSED SERVICE").

1. DURATION

The License Agreement will endure for an indefinite period of time, terminable by either party on 20 business day's written notice.

2. SERVICE FEE

The Service fee in respect of THE LICENSED SERVICE is set out in the Client Quotation held on file in THE SERVICE PROVIDER'S offices, which fee is comprised of a once off License fee and a monthly maintenance fee.

3. INVOICING

The License fee will be will be invoicedby THE SERVICE PROVIDER on or before the 25 day of the month in which THE LICENSED SERVICE will commerce and will be payable by the CLIENT within 30 days of receipt of invoice.

The monthly / quarterly maintenance fee (depending on service provided) will be invoiced by THE SERVICE PROVIDER on or before the 25 day of each month / quarter and will be payable by the CLIENT within 30 days of receipt of said invoice, alternatively, on arrangement annually.

4. BREACH OR NON PAYMENT

In the event of the CLIENT failing breaching the License Agreement, and / or refusing or neglecting to pay the Service fee, or any part thereof, or the monthly maintenance fee, the SERVICE PROVIDER has the right to suspend the LICENSED SERVICE and the CLIENT'S access to the T.i.C database.

Should the CLIENT remain in default for a period of 20 business days after being called upon to rectify the breach or to bring up to date any outstanding amounts or arrears, then THE SERVICE PROVIDER will have the right at its option to terminate the LICENSED SERVICE in toto.

In addition to any other rights of termination set out under this License Agreement, this License Agreement may be terminated by THE CLIENT without prejudice to any other rights to which it may have, by giving notice in writing if:

(i)the SERVICE PROVIDER commits any material breach of any of the terms of this Licensed Agreement and the SERVICE PROVIDER (if such a breach is remediable) fails to remedy that breach within 30 days; or

(ii)upon its the winding up, or liquidation or the appointment of an Administrative receiver over all or substantially all of the assets (or an analogous event in any relevant jurisdiction)

5. COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

The CLIENT understands that THE LICENSED SERVICES will be used by the CLIENT under a license arrangement and that complete ownership in and to all concepts, work, publications, reports and manuals and content housed under the T.i.C database/website, which has been or will be created, written and / or presented by the SERVICE PROVIDER and or its agents and employees and which relate to the SERVICES, whether housed on the T.i.Cor Lee's Compliance Website, or otherwise, areowned exclusively by THE SERVICE PROVIDER including all and any intellectual property rights which may vest in such work, unless expressly stated to the contrary in the main body of the relevant material or text.

Only employees of theCLIENT may have access to THE LICENSED SERVICES and /or T.i.C website, which are exclusive to theCLIENT.

THE CLIENT will ensure that no other person whomsoever is granted any access to either the THE LICENSED SERVICES / T.i.C website / database or is given any right or permission to use, download or use THE LICENSED SERVICES.

6. LIABILITY

The LICENSED SERVICES are for educational purposes only and do not constitute legal advice.

THE SERVICE PROVIDERand its agents or employees, in particular, Alison Lee, Christopher Lee, Intaiaz Latib, Jonathon Jansen and Claire Groen Direto, do not accept any liability for the accuracy or reliability of any of the information made available and comprising the LICENSED SERVICES including any presentation, text, opinion, summary, checklist or guideline and they all will not be liable for any loss, action, injury or harm incurred by the CLIENT in consequence of the use of the LICENSED SERVICES, however incurred or arising..

Notwithstanding the above, the maximum aggregate liability under this License Agreement for any event or series of related events shall not exceed the aggregate of all Service Fee paid by THE CLIENT to THE SERVICE PROVIDER, in the financial year during which the liability or liabilities arose.

7. CONSEQUENCES OF ANY TERMINATION

On termination of the Licensed Agreement, for whatsoever reason, THE CLIENT shall immediately give a written undertaking to the SERVICE PROVIDER, stating that it has not , and given an ongoing undertaking that it will not duplicate the SERVICES or any part of the T.i.C database or website and that its use of THE SERVICES will cease from date of termination of the License Agreement.

Termination shall be without prejudice to the rights of either party that have accrued up to termination and clauses 3, 4, 5 ,6,7 in particular shall survive any termination.

8. NOTICES

A notice under or in connection with this License Agreement will be in the English language; and will be either sent by fax or email to the party due to receive the Notice at its email or fax address set out in this Agreement.

9. GOVERNING LAW

This Agreement and all matters arising from or connecting with it are governed by the laws of South Africa.

10. CESSION

Neither party may cede or transfer any benefit and/or obligation that it may have under the Licensed Agreement to any other person whomsoever without having first obtained the prior written approval of the other party, which shall not be unreasonably withheld.