OnlineCV Pty (Ltd)
STANDARD TERMS & CONDITIONS
RECORDAL
1.1 The Parties referred to herein are:
1.1.2. The Owner, being OnlineCV Pty (Ltd); and
1.1.3. The MicroHub Owner.
1.2 The Business is the online business known as “OnlineCV”.
1.3 The Owner has granted to the MicroHub Owner, upon the terms and conditions as set out in this document, the right to operate the Business.
1.4 The Principle outcome of the Business is the marketing of all products and services which are offered on www.onlinecv.link
1.5 The Area: NUMBER as per MicroHub Certificate
1.6 The date of commencement is as per Application.
2. DEFINITIONS AND INTERPRETATION
2.1 “MicroHub Owner ” shall mean the party referred to as such in Paragraph 1.
2.2 “Trademarks” shall mean the name and logo of the Owner and any further trademarks (whether registered or not), trade names, logos and trade secrets developed from time to time by the Owner for use in the conduct of the Business, and by which the System is identified.
2.3 “Area” shall mean the area as per in Annexure A
2.4 “The Application” shall mean the eligibility assessment and questionnaire form completed by the MicroHub Owner and submitted to the Owner with the intention of persuading the Owner to grant Area Rights to the MicroHub Owner.
2.5 “The Business” shall mean the Business referred to in paragraph 1 which the MicroHub Owner is agreed upon to activate in terms of this document using the System and the Trademarks of OnlineCV
2.6 “The System” means the know-how relating to the design, establishment and operation of the Business as set out in paragraph 3 below, and includes the Trademarks.
2.7 “Termination” means termination of this agreement before expiry by effluxion of time.
2.8 This document constitutes the entire agreement of the parties, and there are no other oral or written representations, warranties, documents or the like between the parties relating to the subject matter of this document. Nothing in this document is intended, nor shall be deemed to confer any rights or remedies upon any person or legal entity not a party hereto.
2.9 No document to alter, vary, cancel, add to or delete from this document shall be of any force or effect unless reduced to writing and signed by the parties.
2.10 Words to which a meaning is ascribed in the body of this document shall bear that meaning (unless the context clearly otherwise indicates) wherever such words appear thereafter.
3. RECITALS
3.1 The Owner owns Trade Secrets and Know-how relating to the design, development and operation of a business in distinctive style specialising in Online Sport Management, Online Sport Event Management and Dashboard-to-Dashboard communication functionality developed and owned by the Owner, all of which may be improved, further developed or otherwise modified by the Owner from time to time (“the System”).
3.2 The System has been developed by the Owner as a uniform method and philosophy of operation, customer service, marketing, advertising, promotion, publicity, procurement and operations relative to the Business.
3.3 The Owner intend applying for the registration of the Trademark.. The Owner may from time to time develop other trademarks, logos and trade secrets.
3.4 The Owner is prepared to grant Area Rights to establish and operate the Business within approved Areas as per Annexure A. To use the Trademarks, to persons who fulfil the Owner’s criteria and who are willing to undertake the investment and effort required therefore.
3.5 The MicroHub Owner is desirous of obtaining the Area Rights to establish and operate the Business within the approved Area and the Owner is willing to grant such Area Rights upon the terms and conditions hereinafter set forth.
4. MICROHUB OWNER ACKNOWLEDGEMENTS
The MicroHub Owner acknowledges warrants and represents to the Owner as an inducement to the Owner to enter into this document, as follows:
4.1 The Microhub Owner has read this document and understands and accepts the terms and conditions contained herein as being reasonable and necessary to maintain uniformity of the Owner’s standards of quality and service in order to protect and preserve the goodwill of the name and reputation of the Business and the goodwill of the Trademarks.
4.2 The MicroHub Owner has conducted an independent investigation of the Business contemplated by this document and recognizes that the nature of the Business may evolve and change over time, that an investment in the Business involves business risks, and the success of the venture is primarily dependent upon the business ability and efforts of the MicroHub Owner MicroHub Owner.
4.3 4.3 MicroHub Owner MicroHub Owner has not relied upon any representation, warranty or guarantee from the Owner, expressed or implied, including but not limited to set up costs, turnover, profits, or success of the business venture contemplated by this document. All material provided and information given by the Owner is merely given as guidanceThe MicroHub Owner MicroHub Owner has adequate financial resources to establish and operate the Business.
4.4 If the MicroHub Owner is a company, close corporation or partnership, each shareholder, member or partner thereof (as the case may be) as at the Commencement Date of this document, has been disclosed in writing to the Owner and each and every year during the currency hereof, the MicroHub Owner shall deliver to the Owner a list containing the full names and addresses of all shareholders or members or partners of the MicroHub Owner(as the case may be) and each such shareholder, member or partner (as the case may be) shall be deemed to be a party hereto whose obligations to the Owner shall be joint and several with that of the MicroHub Owner. .
5. GRANT OF AREA RIGHTS
5.1 The MicroHub Owner has made application for Area Rights to own and operate the Business within the Area, and such Application has been approved by the Owner in reliance upon all of the MicroHub Owner’s representations made therein. Subject to the provisions of this document, the Owner hereby grants to the MicroHub Owner exclusive Area Rights (“the Area Rights”) to operate the Business at and within the approved Area, and to use the System and Trademarks in the operation thereof (including the said name of the Business), for a period of 1 year commencing on the Commencement Date, where after it will expire (the “Expiry Date”) (subject to the provisions of 5.2 below) unless terminated earlier as provided herein. Termination or expiration of this document shall constitute a termination or expiration of the Area Rights.
5.2 Notwithstanding anything to the contrary herein contained, and subject always to all of the provisions of 18 herein below, and provided that the MicroHub Owner has at all times effectively operated the Business and been in substantial compliance with this document, the Owner further grants to the MicroHub Owner the option to renew the Area Rights every year.
5.3 The MicroHub Owner agrees that he will at all times, faithfully, honestly, and diligently perform his obligations hereunder and that he will continuously exert his best efforts to promote and enhance the Business and all businesses.
6. RELATIONSHIP OF PARTIES / INDEMNIFICATION
6.1 It is understood and agreed by the parties hereto that this document does not create a fiduciary relationship between them, that the Owner and the MicroHub Owner shall be independent contractors, and that nothing in this document is intended to make either party a general or special agent, partner, or employee of the other for any purpose, nor is there any joint venture between the parties. The MicroHub Owner shall conspicuously identify himself in all dealings with customers, suppliers, public officials, and others as the owner of the Business under a Area Rights with the Owner and shall place such other notices of independent ownership on such forms, business cards, stationery, advertising and other materials as the Owner may require from time to time.
6.2 The MicroHub Owner shall not employ any of the Trademarks in signing any legal obligation that may result in the liability of the Owner for any indebtedness or obligation of the MicroHub Owner. Neither the Owner nor the MicroHub Owner shall make any express or implied documents, or representations or incur any debt in the name of or on behalf of the other or represent that their relationship is other than Owner and MicroHub Owner, and neither the Owner nor the MicroHub Owner shall have any liability under any documents or representations made by the other that are not expressly authorised hereunder, nor shall the Owner be liable for any damages to any person or party directly or indirectly arising out of the operation of the Business.
6.3 The MicroHub Owner hereby indemnifies and holds the Owner, its members, officers, employees, agents, and signees harmless against any liability for any claims arising out of the operation of the Business. For purposes of this indemnification “claims” shall mean and include all obligations, including tax, actual and consequential damages and accounting and litigation expenses. This indemnity shall continue in full force and effect subsequent to and notwithstanding the expiration or earlier termination of this document.
7. TRADEMARKS
7.1 The MicroHub Owner acknowledges that its right to use the Trademarks is derived solely from this document and is limited to the operation of the Business by the MicroHub Owner pursuant to and in compliance with this document. Any unauthorised use of the Trademarks by the MicroHub Owner shall constitute a material breach of this document. The MicroHub Owner acknowledges and agrees that this document does not confer any goodwill or other interest in the Trademarks upon the MicroHub Owner(other than the right to use the same in connection with the operation of the Business during the currency of this document or the renewal thereof in terms of paragraph 5.2 above).
7.2 The MicroHub Owner agrees to use the Trademarks as the sole identification of the Business, provided that the MicroHub Owner shall identify himself as the independent owner thereof in the manner prescribed by the Owner. The MicroHub Owner shall not use the Trademarks as part of any other corporate or trade name or in any modified form, nor may the MicroHub Owner use any Trademarks in connection with the performance or sale of any other services or products or in any other manner not expressly authorised in writing by the Owner.
7.3 If it becomes reasonably necessary at any time for the Owner and/or the MicroHub Owner to modify or discontinue the use of any Trademark, the MicroHub Owner agrees to comply with the Owner’s directions to modify or otherwise discontinue the use of such Trademark. The Owner shall not be obligated to compensate the MicroHub Owner for any costs incurred by the MicroHub Owner in connection with any such modified or discontinued Trademark.
8. TRAINING AND GUIDANCE
8.1 The Owner shall furnish to the MicroHub Owner with support and training for the operation of the Business.
8.2 8.2 If reasonably requested by the MicroHub Owner
,the Owner will furnish additional guidance and assistance.
9. TRADE SECRETS AND INTELLECTUAL PROPERTY RIGHTS
9.1 The Owner possesses certain confidential information (“Trade Secrets”) consisting of, methods, techniques, formulas, formats, specifications, procedures, information systems, information technology and source codes and knowledge in the operation of the Business. The Owner will disclose certain of the Trade Secrets to the MicroHub Owner by furnishing him with the by providing training, guidance and assistance to the MicroHub Owner as set out hereinabove and in the performance of the Owner’s other obligations and the exercise of its other rights in this document.
9.2 The MicroHub Owner acknowledges and agrees that he will not acquire an interest in the Trade Secrets other than the right to utilize them in the development and operation of the Business during the term stipulated in this document (or any renewal thereof), and that the use or duplication of the Trade Secrets in any other business during or after the term hereof will constitute an unfair competition and a material breach of this document. The MicroHub Owner agrees that he will during the term stipulated in this document and after termination thereof at all times maintain the absolute confidentiality of the Trade Secrets, and that he will furthermore not at any time copy or reproduce the Operating Manuals, information technology, Trade Secrets and source codes shall at all times remain the sole property of the Owner.
9.3 The MicroHub Owner, and any shareholders, members or partners (as the case may be) acknowledge that the Owner has granted the rights to the MicroHub Owner herein set forth in consideration of, and in reliance upon, the MicroHub Owner’s agreement to deal exclusively with the Owner in regard to the Business. Therefore, during the entire term of this agreement (including during the Renewal Period, if any), the MicroHub Owner, and its shareholders, members or partners (as the case may be) hereby undertake and warrant in favour of the Owner that save for the interest recorded above or otherwise disclosed in writing to and accepted by the Owner, they shall not directly or indirectly:
9.3.1 carry on or otherwise be engaged or concerned or interested in or be employed by;
9.3.2 solicit business for;
9.3.3 be a director, shareholder, member or partner in;
9.3.4 act as a consultant, trustee, manager, employee, agent, representative, partner, advisor, officer or in any other capacity to;
9.3.5 render any service (gratuitously or otherwise) to;
9.3.6 lend or advance, or bind himself/themselves as surety for, any sum of money or assist financially;
any person, company, close corporation, partnership, trust, business, body corporate, association or other legal entity which conducts, licences or Area Rights sany business or establishment within the Republic of South Africa which:
9.3.7 is similar in design or uses methods similar to, or is likely to cause confusion with or create the impression of being similar to the Business;
9.3.8 has a similar appearance, image, format, design and equipment to the Business in operation during the currency of this agreement ..
9.4 The restraints imposed in terms of clause 9.3 shall be deemed to be entire, separate, severable, separately enforceable and independent restraints in favour of the Owner.
10. BUSINESS IMAGE AND OPERATING STANDARDS
10.1 The MicroHub Owner agrees:
10.1.1 to maintain for the duration of this agreement and any renewal thereof, every detail of the System and Business with regard to products, equipment, information technology, operations, pricing strategy, image, design and customer service, and to retain the identity of the Business as entirely separate and dissimilar from any other businesses;
10.1.2 to maintain the condition and appearance of the Area Rights business in accordance with the standards of the Owner and consistent with the image of the Business as a clean, attractive and efficiently and courteously operated business offering high quality services;
10.2 The MicroHub Owner acknowledges that the reputation and goodwill of the Business are based upon, and can be maintained only by operating in strict conformity with such specifications as the Owner may prescribe in writing, in the Operations Manuals or otherwise. The MicroHub Owner therefore agrees that the Business will conform to the Owner’s specifications and quality standards and that he will offer for sale only such products as are purchased from the Owner.
10.3 Should the MicroHub Owner desire to add products and/or services or delete products and/or services to be offered by the Business, he must first obtain the prior written approval of the Owner, who may, in its reasonable discretion, refuse to grant such approval. The Owner requires such approval of new items to assure itself that such items are of the type and quality approved by the Owner and consistent with the image and format of the Owner and the Business.
10.4 The MicroHub Owner shall operate the Business in full compliance with all applicable laws, ordinances and regulations relating to labour laws, occupational hazards, health, workmen’s compensation insurance, unemployment insurance and payment of all taxes, imposts and levies.
10.5 All marketing and advertising in respect of the Business by the MicroHub Owner shall be factual, ethical and in good taste.
10.6 The MicroHub Owner shall in all dealings with its customers, suppliers, the Owner and the public adhere to the highest standards of honesty, integrity, fair dealing, and ethical conduct. The MicroHub Owner shall notify the Owner in writing within three (3) days of the commencement of any action or proceeding and of the issue of any summons, interdict, writ or order of any court or other quasi judicial body, which may adversely affect the operation or financial condition of the MicroHub Owner or the Business.
10.7 The MicroHub Owner shall remain in effective control of the Business and shall not permit any person other than a properly trained manager to control the Business without the prior written consent of the Owner.
11. LICENSE FEE
11.1 The MicroHub Owner will pay an once off amount of R5000.00 (Five Thousand Rand) to obtain a MicroHub
11.2 The above once off ee is non-refundable.
12. MARKETING
12.1 In an endeavour to develop general public recognition of the trademarks and to increase patronage of the Business in general, the Owner will market and promote the image of the Business (inter alia by advertising, promotion, public relations and other marketing programmes), as the Owner in its sole discretion may deem necessary and appropriate. The Owner shall direct all such marketing programmes, and have sole discretion over all creative concepts, materials, and endorsements used therein, as well as over the media placement and allocation thereof.
12.2 The Owner undertakes no obligation to ensure that such Marketing programmes occur in or apply to any particular geographic area or that the MicroHub Owner will benefit directly from the conduct of marketing programmes or the placement of advertising.
12.3 In addition to the foregoing, the MicroHub Owner agrees to spend annually for local marketing of the Business such amounts as received by all MicroHub Owners in respect of Marketing Fees.
12.4 The Owner will supply 500 Business Cards, thereafter the MicroHub Owner shall at its expense, obtain business cards and stationary in accordance with the requirements of the Owner.
13. ANNUAL REVIEWS, INSPECTIONS AND AUDITS
13.1 To determine whether the MicroHub Owner is complying with the specifications, standards and operating procedures prescribed by the Owner for the operation of the Area Rights Business, the Owner or its designated agents shall have the right at any reasonable time and without prior notice to the MicroHub Owner to:
13.1.1 observe the MicroHub Owner and other managers, employees of the MicroHub Owner;
13.1.2 interview retainer clients of the Business of the MicroHub Owner
14. TRANSFER
14.1 This document, including the Owner’s rights and obligations, is fully assignable or transferable by the Owner and shall inure to the benefit of any transferee or other legal successor to the interest of the Owner herein.
14.2 The MicroHub Owner shall not under any circumstances whatsoever assign in whole or in part any right or obligation in terms of this document or otherwise transfer this document, the Business (or any interest therein), or the Area Rights (or any interest therein), without prior written approval of the Owner which approval shall not unreasonably be withheld. Any proposed assignment or transfer not having the written consent of the Owner shall be null and void and constitute a material breach of this document. Any sale, cession, disposal, transfer or assignment which takes place with the Owner’s approval shall be conditional upon and subject to the purchaser, transferee, cessionary or assignee thereof, at its expense, upgrading the Business to conform to the then current standards of the System, completing such training as the Owner may deem necessary, reimbursing the Owner for any reasonable costs that may be incurred with regard to the transfer and complying with any other terms and conditions imposed by the Owner in its discretion, and paying to the Owner an initial joining fee in the amount chargeable by the Owner to new MicroHub Owners at such time. For the purposes of this paragraph 14:
14.2.1 if the MicroHub Owner is a company the sale, transfer or disposal (in any manner whatsoever) of any shares of any person with a controlling interest in the MicroHub Owner shall be deemed to be an assignment of this document;
14.2.2 if the MicroHub Owner is a close corporation the transfer, sale or disposal (in any manner whatsoever) of the interest of any member with a controlling interest in such close corporation (as at date of signature of this document) shall be deemed to be an assignment of this document.
14.3 In the event that the MicroHub Owner fails to enter into a “buy and sell” insurance policy, upon the death or mental incapacitation of the MicroHub Owner (if an individual) or any person with a controlling interest in the MicroHub Owner, such interest shall be transferred by the Executor of the Estate to a transferee approved by the Owner (which approval shall not unreasonably be withheld), which transferee shall be subject to the same conditions as are contained herein.
14.4 No shareholder or member of the MicroHub Owner shall sell, cede, assign or in any other way alienate or dispose of any loan account in the MicroHub Owner without the prior written approval of the Owner, which approval shall not unreasonably be withheld.
14.5 The Owner’s consent to a transfer of any right or obligation in terms of this document shall not constitute a waiver of any claim that it may have against the MicroHub Owner transferor.
14.6 In the event of the MicroHub Owner in any manner disposing of the Business (whether in whole or in part) and whether by way of a sale of business or sale of shares or if the Owner assigns this document to any third party in terms of this clause 14, the MicroHub Owner shall pay the Owner a management fee of 50% of the gross sale price in respect of the Business, shares or assignment of this document.
15. RENEWAL OF AREA RIGHTS
15.1 In accordance with sub-paragraph 5.2 hereinabove, provided that the MicroHub Owner has been in substantial compliance with all of the terms and conditions of this document and is in such compliance on the date of expiration of the initial term of this document, the MicroHub Owner shall have the right to renew the Area Rights for the term(s) granted upon expiration of the initial term of the Area Rights.
15.2 To renew the Area Rights, the MicroHub Owner shall at least one hundred and twenty (120) days before the expiration of this document, or of the first Renewal Period, as the case may be, deliver written notice to the Owner exercising such right of renewal and the Owner shall execute the form of the then standard Area Rights document and any ancillary documents thereto then customarily used by the Owner in the grant or renewal of Area Rights for the operation of the Business (with appropriate modifications to reflect the fact that this document relates to the grant of a renewed Area Rights)
15.3 An amount of R 500 (10% annual escalation from Jan 2019) on every renewal of this document.
16. TERMINATION OF THE AREA RIGHTS
16.1 The Owner shall be entitled to cancel this document (without prejudice to its rights to damages or to any other claim of whatsoever nature that it may have against the MicroHub Owner as a result thereof) by giving notice to such effect to the MicroHub Owner:
16.1.1 if the MicroHub Owner abandons or fails to actively operate 25 Sport Hubs in the area as described in Annexure A and paragraph 18 of this document, and despite written notice from the Owner to remedy such default, fails within 7 days of such notice to cure the default; or
16.1.2 if the MicroHub Owner or any of its shareholders, members or partners (in the event that the MicroHub Owner or its owner is a company, close corporation or partnership) surrenders or transfers control of the operation of the Business or transfers or otherwise disposes in any manner whatsoever of any of his/their interest in the MicroHub Owner(except as expressly permitted by this document); or
16.1.3 if the MicroHub Owner has made any material misrepresentation or omission in his Application for the Area Rights; or
16.1.4 if the MicroHub Owner or any of its shareholders, members or partners (in the event that the MicroHub Owner or its owner is a company, close corporation or partnership) is convicted by a Court of a crime or offence that is likely to adversely affect the reputation of the MicroHub Owner or the Business; or
16.1.5 if the MicroHub Owner makes any unauthorised use or disclosure of any Trade Secrets; or
16.1.6 if the MicroHub Owner or any of its members or partners (in the event that the MicroHub Owner or its owner is a company, close corporation or partnership), breaches any of the provisions of paragraph 7 hereof; or
16.1.7 upon the death of the MicroHub Owner, provided however that the Owner shall in its sole discretion be entitled to approve the transfer of this Area Rights to an heir, beneficiary or legacy, provided that such approval must be in writing; or
16.1.8 if the MicroHub Owner repeatedly breaches any of the terms of this document in such manner so as to objectively justify the Owner in holding that the MicroHub Owner’s conduct is inconsistent with the intention or ability of the MicroHub Owner to carry out the terms of this document.
17. RIGHTS AND OBLIGATIONS OF OWNER AND MicroHub Owner UPON TERMINATION OR EXPIRATION OF THE AREA RIGHTS
17.1 If this document is prematurely terminated by the MicroHub Owner (except as expressly permitted by the terms of this document), or if this document is terminated by the Owner due to any default by the MicroHub Owner, then all rights granted to the MicroHub Owner in terms of this document will forthwith terminate, and the MicroHub Owner shall forthwith pay all sums owing to the Owner.
17.2 Upon premature termination of this document by reason of the default of one party to this document (“the defaulting party”), the other party (“the aggrieved party”) shall be entitled to claim from the defaulting party such damages, including consequential damages as the aggrieved party may have suffered as a result of the premature termination of this document, including all legal and accounting costs as may be incurred as a result of the premature termination of this document.
17.3 The MicroHub Owner agrees that after the termination or expiration of the Area Rights he will:
17.3.1 not directly or indirectly at any time or in any manner identify himself or any business as a current or former MicroHub Owner as defined in terms of this document;
17.3.2 remove all signs, sign faces, and return to the Owner the Operating Manuals, all marketing materials, and other materials containing any Trademark or intellectual property or relating to the Business;
17.3.3 remove all Trademarks affixed to any uniform;
17.3.4 Take such action as may be required to cancel any registrations relating to his use of any Trademark.
18. AREA MINIMUM DEVELOPMENT OBLIGATION
The MicroHub Owner agrees to a minimum Development Obligation which includes a minimum annual sales figure of 35 OnlineCv Vouchers within the area as described in the MicroHub Certificate.
19. ENFORCEMENT
19.1 Except as expressly provided to the contrary herein, each paragraph, clause, term and provision of this document and any portion thereof shall be considered severable and if for any reason any part of this document is held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation or in terms of a final, binding judgment issued by any Court, it shall not impair the operation of, or have any other effect upon, such other portions of this document as may remain otherwise intelligible, which shall continue to be given full force and effect and bind the parties hereto.
19.2 The Owner and the MicroHub Owner shall not be deemed to have waived any right, power, or option reserved by this document by virtue of any failure, refusal or neglect of the Owner or the MicroHub Owner to exercise any right under this document or to insist upon exact compliance by the other with its obligations hereunder. The Owner shall not be liable for loss or damage or be deemed to be in breach of this document if its failure to perform its obligations results from:
19.2.1 transportation shortages; strikes and other labour unrest;
19.2.2 compliance with any law, ruling, order, regulation, requirement, or instruction of any state or municipal authority;
19.2.3 act of God; and
19.2.4 Acts or omissions of the MicroHub Owner.
Any delay resulting from any of the said causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable. The aforesaid causes shall not excuse payments of amounts owed at the time of such occurrence or payment of management fees due on any sales thereafter.
19.3 This document is binding upon the parties hereto and their respective executors, administrators, heirs, assigns, and successors in title, and shall not be modified except by written document signed by both the MicroHub Owner and the Owner.
19.4 In the event of a party signing this document in his capacity as a Trustee of a company or a close corporation to be formed, then such company or close corporation shall be incorporated within 30 (thirty) days of the date of signature hereof, and shall within 10 (ten) days of its incorporation thereafter ratify this document, and failing either the timeous incorporation or the timeous notification (or both), the person signing this document shall be personally liable in respect of all of the obligations of the MicroHub Owner as set out herein.
20. NOTICES AND PAYMENTS
20.1 The Owner and the MicroHub Owner hereby choose domicilium citandi et executandi for all purposes under this document as follows:
Owner
35 Bella Donna Street
Welgevonden
Stellenbosch
7600
MicroHub Owner
As per Application.
20.2 Any notices to any party to this document shall be addressed to its domicilium aforesaid and either sent by prepaid registered post, delivered by hand or communicated by telex or fax. In the case of any notice sent by prepaid registered post it shall be deemed to have been received on the seventh (7th) business day after posting, in the case of any notice delivered by hand it shall be deemed to have been received on the day of delivery (provided such date is a business day otherwise the next following business day) and in the case of any communication by telex or fax it shall be deemed to have been received one (1) hour after the time of transmission (providing the day of transmission is a business day or otherwise on the next following business day). For the purposes hereof “business day” means any day other than a Saturday, Sunday or public holiday. The Owner shall be entitled, by written notice to the MicroHub Owner, to change its said domicilium to such other address provided that the change shall only become effective seven (7) days after service of the notice in question.
20.3 Any requisite payment or report not actually received by the Owner during regular business hours on the due date thereof shall be deemed to be a material breach of this document.
21. GENERAL
21.1 No alteration, cancellation, variation of, or addition hereto shall be of any force or effect unless reduced to writing and signed by all parties to this document or their duly authorized representatives.
21.2 This document contains the entire document between the parties and no party shall be bound by any undertaking, representations, warranties, promises or the like not recorded herein.
21.3 No indulgence, leniency or extension of time which any party (“the Grantor”) may grant or show to any other party, shall in any way prejudice the Grantor or preclude the Grantor from exercising any of its rights in the future.
21.4 This document and all matters incidental thereto, including but not limited to the interpretation, application, and termination thereof, shall be governed by the laws of the Republic of South Africa.
21.5 Any provision in this document which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this document shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this document, without invalidating the remaining provisions of this document or affecting the validity or enforceability of such provision in any other jurisdiction.
21.6 Each and every provision contained in this document is separate and divisible from every other provision in this document so that if any provision is or becomes unenforceable for any reason that provision will be severable and will not affect the validity of any other provision contained in this document.