TERMS AND CONDITIONS

Active Ice CC, a private company duly registered and incorporated in the Republic of South Africa with its principal place of business at Unit 3, Time Business Park, 37 Blaauwberg Rd, Blaauwberg Strand, Cape Town, Western Cape, South Africa ("Active Ice") provides interface design and other services in relation to the interactive products, the Internet and world-wide web and the Client whose details appear in Schedule 1 wishes Active Ice to develop the product and provide other services in accordance with Schedule 1.
In consideration for payment of the Project Price, Active Ice will develop the product and provide other services as set forth in Schedule 1 to the Client according to these terms and conditions (this "Agreement").

1. SERVICES

In consideration for payment of the Project Price, Active Ice will develop the product and provide other services as set forth in Schedule 1 to the Client. If the Client requests Active Ice to perform any services not expressly covered by this Agreement, such services shall be provided at the billing rates.

2. PRICE, PAYMENT AND CANCELLATION

(a) The Project Price is exclusive of VAT. (b) Any products or services not expressly provided for in this Agreement (including but not limited to making the website available for access and the maintenance of the product) shall be chargeable on a time and materials basis in accordance with the Billing Rates. (c) Subject to contrary provision in Schedule 1, the Client agrees to pay (i) a 30% deposit prior to Active Ice commencing the services, (ii) 40% after the initial design review and (iii) the balance of 30% within 7 (seven) days of completion of the Project by transferring the amount due to the nominated account. (d) If the Client fails to pay any invoice, Active Ice shall be entitled to charge interest on a daily basis on any sums outstanding from the invoice date until the date of payment, at the rate of 7% per annum above the prime rate. Active Ice reserves the right to remove the site from the Clients' server if payment has not been received. A notification will be put up on the Clients' site informing them of the non payment until such time as proof of payment can be shown. (e) Non-delivery or non-performance of services by any third party including Active Ice's agents in relation to the Project or any part thereof shall not give the Client any right to delay any payment to Active Ice or to make any claim whatsoever against Active Ice. (f) In the event that the Client wishes to cancel this Agreement at any stage, the Cancellation Fee shall become immediately payable. (g) Active Ice shall be entitled to suspend the Project or any part thereof until arrangements as to credit or payment to the satisfaction of Active Ice have been made. (h) Active Ice shall be entitled to treat the Agreement as having been repudiated by the Client in the event that (i) payment of any portion of the Project Price is not received by Active Ice on due date; or (ii) the Client fails to pay any other sum due to Active Ice under this Agreement or any other Agreement; or (iii) the Client, being a company or close corporation, takes steps to deregister itself or is deregistered or a Resolution is passed for its winding-up; or (iv) the Client, being an individual, dies or takes steps to surrender his/her estate or his/her estate is sequestrated, whether provisionally or finally; or (iv) the Client, being a company or close corporation, takes steps to place itself, or is placed in liquidation, whether voluntarily or compulsory, or in judicial management, in either case whether provisionally or finally; or (vi) the Client, being a partnership, the partnership is terminated; or (vii) the Client commits an act of insolvency as defined in the Insolvency Act as at the date of this Agreement, or, being a corporate body, commits an act which would be such an act of insolvency if committed by a natural person; or (viii) the Client compromises or attempts to compromise generally with any of its creditors; or (ix) the Client is unable to pay its debts (within the meaning of Section 345 of the Companies Act No. 61 of 1973 if a company, or Section 69 of the Close Corporations Act No. 69 of 1984 if a close corporation or Section 8 of the Insolvency Act No. 24 of 1936); or (x) the Client fails to satisfy a judgement against it within ten (10) days after it becomes aware of the judgement, except that if the Client provides evidence on an ongoing basis to the reasonable satisfaction of Active Ice that steps have been initiated within the ten (10) days to appeal, or review or rescind the judgement and to procure suspension of execution and that such steps are being expeditiously pursued, the period of ten (10) days shall run from the date the judgement becomes final or the attempt to procure suspension of execution fails; or (xi) the Client commits or permits the commission of a breach of any the terms of this Agreement and fails to remedy the breach to Active Ice's satisfaction within seven (7) days written notice from Active Ice to do so. (i) For the purposes of this Agreement, time of payment shall be of the essence.

3. THE CLIENT'S OBLIGATIONS

(a) The Client undertakes to secure copyright and other appropriate licences or consents where necessary for the inclusion of any material, data and information provided to Active Ice pursuant hereto, to enable Active Ice to incorporate such material, data and information into the product. (b) The Client undertakes that it will provide or procure the provision of the information, data and material required for the purposes hereof by Active Ice in whatever formats and time scales agreed by the parties and set out in the Specification. (c) The Project Price, billing rates, Cancellation Fee and all other fees due by the Client to Active Ice in terms of this Agreement, shall exclude any taxes and / or levies due as a result of a requirement by any governmental organisation (which shall include, but not be limited to, any Value Added Tax, Importation Tax, Withholding Tax and General Sales Tax) and all these taxes and / or levies shall be paid by the Client. (d) The Client undertakes to keep secure from third parties any passwords issued to the Client by Active Ice in connection herewith. (e) The Client undertakes fully to virus-check all data supplied to Active Ice pursuant to this Agreement. (f) In the event that the Client wishes to enter into a maintenance Agreement or hosting Agreement with a third party after completion of the website, the Client undertakes to enter into appropriate licences with owners of Third Party Copyright as notified by Active Ice and to meet associated costs. (g) The Client undertakes that during acceptance testing of the product it will conduct all such tests as are necessary to satisfy itself that the product conforms to the Specification. (h) The Client agrees to permit Active Ice to include an acknowledgement, whether in the form of a word or logo or other graphic on the product, and if a website, a hypertext link to another website of Active Ice's nomination of the front page of the website, such acknowledgement to be in keeping with the design and layout of the website. The Client agrees not to remove such link and acknowledgement without the prior written Agreement of Active Ice.

4. APPOINTMENT OF PROJECT MANAGERS

(a) The parties undertake to each provide a Project manager, at senior management level, for the duration of the Agreement, who will be the authorised representative of that party for the purpose of this Agreement. (b) Active Ice will establish and maintain a detailed schedule of the work to be done in terms of this Agreement, and it will provide the Client with regular reports in respect of the Project. (c) The Project Managers shall oversee the implementation of this Agreement, meet on a regular basis to be agreed between the parties and Active Ice's Project manager will report progress on the Project in writing, detailing at least the following points- (i) progress against the Specification; (ii) the major activities of Active Ice in respect of the Project in the period under review; (iii) all factors affecting progress against the Specification, whether favourable or adverse; and (iv) development problems in respect of the Project, whether present or anticipated, as well as progress made or suggestions for resolution of such problems. (d) In addition to the aforegoing, the Project managers shall (i) consider and make recommendations to each of Active Ice and the Client regarding all matters relating to this Agreement with the objective of maintaining good relations between the parties; and (ii) consider and make recommendations to each of Active Ice and the Client regarding the Project from time to time, in an attempt to resolve any deadlock and disputes that may arise between Active Ice and the Client. (e) The parties undertake to comply with all decisions handed to them by the Project managers and to implement same without undue delay.

5. TESTING AND ACCEPTANCE OF THE PRODUCT

(a) During the development phase of the product, Active Ice will enable the Client to monitor the development in the manner set forth hereunder. (b) Once the Project has in the opinion of Active Ice been completed, Active Ice will notify the Client in writing and provide the Client with an opportunity to test the product. (c) The Client shall carry out and complete acceptance testing within a period of 7 (seven) days of such notification and shall advise Active Ice of the results of such testing. (d) For the purpose of acceptance testing, all errors found shall be categorised as follows – Category 1 An operational problem which severely corrupts the integrity of the product, and if a website, renders the website completely inaccessible to users of the www. Category 2 An operational problem which renders the product materially inconsistent with the Specification, and if a website, renders the website partially inaccessible to users of the www. Category 3 Any other problem with the operation, format or appearance of the product. Category 4 An observation which is not trivial in nature, which does not affect the accessibility of the product, which will be considered for rectification by Active Ice within a period of 3 (three) months after delivery of the product to the client. (e) The product will have passed acceptance testing (i) when all category 1 (one) and 2 (two) errors reported to Active Ice within the 14 (fourteen) day period referred to above have been fixed and/or (ii) in relation to a category 3 error, a reasonable work-around is available and acceptable (such acceptance not to be unreasonably refused) to the Client; or (iii) if earlier, upon the Client first using the product. (f) For the avoidance of doubt it is recorded that all errors reported to Active Ice outside the period allotted for the completion of acceptance testing, or any extension thereof due to the failure of the product to pass acceptance testing, shall be dealt with pursuant to the terms of the Maintenance Agreement. (g) The Client shall be deemed to have accepted the product unless within the aforesaid 14 (fourteen) day period of notification referred to in clause 5(b), it notifies Active Ice to the contrary in writing and specifies in such notice the grounds for not accepting the product. (h) The Client shall not refuse to accept the product unless it substantially fails to conform to the Specification. (i) If the product does not comply with the Specification, Active Ice agrees to carry out any necessary modifications without extra charge. On completion of such modifications, the procedure set out in clause 5(d) will be repeated. (j) Unless otherwise agreed in writing by the parties, after acceptance of the product and payment of all sums due by the Client, Active Ice agrees to assign in writing copyright in the product to the Client with the exclusion of Retained Copyright which will be licensed to the Client in return for a licence fee determined by Active Ice; and Third Party Copyright.

6. CHANGE CONTROL

(a) If at any time during the course of this Agreement, the Client wishes to modify the Project, the Client shall supply to Active Ice full details of such modification(s) and Active Ice shall prepare a memorandum to reflect the required modification(s). (b) Active Ice at its option will either quote the Client a fixed price for the modification, or estimate the costs on a time and materials basis in accordance with the Billing Rates. (c) If the Client determines that the modification is to be performed, the memorandum referred to in clause 6(a) above, subject to any variations agreed to by the parties, including terms as to payment, shall be signed by both parties and attached as a Specification Addendum to the Specification. (d) Any Specification Addendum will be incorporated into this Agreement and the modification covered will, subject to contrary terms in the Specification Addendum, be effected on the terms and conditions of this Agreement. (e) Acceptance testing of modifications shall be carried out in the manner set out in clause 5 above. (f) The Client shall not refuse to accept a modification unless it substantially fails to comply with the Specification Addendum. (g) In the event that the Client cancels a requested modification at any time between signing of the Specification Addendum and notification of readiness of the modification for acceptance testing, payment shall become due to Active Ice in an amount equal to fifty percent of the fixed price, if a fixed price has been agreed upon, or otherwise on a time and materials basis in accordance with the Billing Rates. (h) In the event of cancellation by the Client, goods, services and licences already contracted for by Active Ice in relation hereto shall be paid for by the Client.

7. TIME

(a) Whilst any target dates set out in the Specification or elsewhere which relate to the Project are not binding and for guidance purposes only, Active Ice shall use its reasonable endeavours to meet such targets. (b) Without prejudice to the terms of clause 7(a) above, if any circumstances, including any failure by the Client to adhere to the terms of this Agreement, lead to any delays, any target dates shall be extended so as to accommodate fully the effects of such delay. (c) To the extent that any delay is directly or indirectly caused by any act or omission of the Client, Active Ice shall be entitled to charge the Client for the effects of such delay on a time and materials basis at the Billing Rates.

8. INTELLECTUAL PROPERTY RIGHTS AND INDEMNITIES

(a) Without prejudice to any Intellectual Property Rights owned by the Client prior to this Agreement, and subject to clause 5(j) above, the Client agrees to waive and acknowledges that it obtains no ownership rights or claims to any Intellectual Property Rights whatsoever by virtue of this Agreement including, without limitation, in the whole or part of the Specification. (b) The Client shall immediately bring to the attention of Active Ice any infringement or suspected infringement by any third party of any of Active Ice's Intellectual Property Rights or Third Party Copyright of which it is or becomes aware and shall at the request and expense of Active Ice take such action or assist Active Ice in taking such action as Active Ice may deem appropriate to protect the Intellectual Property Rights. (c) The Client agrees to indemnify Active Ice against all damages, liabilities, costs and expenses which Active Ice may incur or sustain including the costs of defending any suit arising from the use of any material or data provided by or on behalf of the Client in the product, or any act or omission by the Client, its employees or agents on the attorney and own client scale. (d) Subject to clauses 9(b) and 9(h) below, Active Ice agrees to indemnify the Client against all damages, liabilities, costs and expenses which the Client may incur or sustain including the costs of defending any suit arising from the use of any material or data provided by or on behalf of Active Ice in the product or any act or omission by Active Ice, its employees or agents. (e) The Client hereby grants licences and consents to Active Ice without charge to use its Intellectual Property Rights to the extent necessary for the purpose of this Agreement. (f) The Client agrees to indemnify Active Ice in respect of any failure on its part to comply with the terms of this Agreement, or to abide by the terms of licenses granted in respect of Third Party Copyright.

9. LIMITATION OF LIABILITY

(a) It is the Client's exclusive responsibility to ensure that the parameters of the Project are fully reflected in the Specification. The consequences of any failure so to do, financial or otherwise, will be for the sole account of the Client. (b) Active Ice is not liable for any direct or consequential damages (including but not limited to, in respect of both direct and consequential damages, loss of profits, revenue, data or goodwill) howsoever arising, suffered by the Client and arising in any way in connection with this Agreement or for any liability of the Client to any third party. (c) The website will be created with a view to ongoing operation and maintenance by Active Ice. If the website is not being operated and maintained by Active Ice, no liability whatsoever is accepted by Active Ice for any use of the website by the Client or any third party. (d) Active Ice shall have no responsibility whatsoever for the consequences of the Client's failure to comply with clause 9(c) above. (e) Active Ice is not liable for any viruses uploaded to the website by third parties or the Client's employees or agents. (f) Whilst Active Ice will check the product for viruses with the most recent version of any virus checking software used by it to ensure that the product will be virus free at the time of delivery, the Client alone is responsible for virus-checking any programs, macros, data files or other material accessed through the Internet or received by it from Active Ice on any form of magnetic disk. (g) Active Ice is not liable for any failure in respect of its obligations hereunder which result directly or indirectly from failure or interruption in software or services provided by third parties. (h) No matter how many claims are made and whatever the basis of such claims, Active Ice's maximum aggregate liability to the Client under or in connection with this Agreement in respect of any direct loss, whether such claim arises in contract or in delict, shall not exceed a sum equal to the amount of the Project Price which the Client has paid at the time such claim arises. (i) The Client agrees that it is in a better position than Active Ice to foresee and estimate any loss it may suffer in connection with this Agreement and that the Project Price has been set after taking full account of the limitations and exclusions in this clause 9.

10. WARRANTIES

(a) For 90 days after acceptance, Active Ice warrants that the product will perform in all material respects in accordance with the Specification. If the product is modified in any way by any entity (including the Client) other than Active Ice, this warranty will immediately lapse. (b) Active Ice warrants that the product will be virus-free at the time the Client is given the opportunity to test the product. (c) Active Ice makes no warranty that operation of the product will be uninterrupted or error-free, nor that the website will be compatible with any particular browser or other software other than any specifically identified as suitable in the Specification. (d) The warranties set out in clauses 10(a) and (b) above are exclusive of and in lieu of all other conditions and warranties, either express or implied, including without limitation those relating to satisfactory quality or fitness for purpose. (e) The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, whether oral or in writing, except as expressly contained in this Agreement and the Client hereby waives any claim for breach of any such representations which are not so expressly mentioned.

11. CONFIDENTIALITY

(a) Without limiting any other obligation of the Client, the Client shall ensure that it and its offices and employees treat this Specification supplied or to be supplied to it by Active Ice pursuant to this Agreement, and will not disclose the Specification or any part thereof to any third party save for circumstances contemplate in 11(b). (b) The obligations contained herein shall survive the expiry or termination of this Agreement and/or any subsequent Agreement concluded between Active Ice and the Client, for any reason whatsoever except (i) where the website becomes publicly accessible on the WWW; (ii) as may be required to be disclosed pursuant to the lawful requirements of any government, administrative body, authority or department; (iii) as may be required to be disclosed to any Court in the event of legal action by or against any party, including for the purpose of asserting or attempting to enforce any rights, or defending any action in connection with this Agreement; (iv) if Active Ice gives its prior written consent to the Client to disclose.

12. PERSONNEL

(a) Neither party will, without the prior written consent of the other party, during the course of this Project or within 6 months of its completion, solicit, employ or make any offer of employment to any member of the other's employees or agents. (b) In the event of a breach of clause 12(a), the defaulting party shall pay to the other a sum equal to 6 months' gross salary including benefits in kind or such lesser sum as the parties may agree. This sum will be payable by way of liquidated damages and is agreed by the parties to represent fair compensation in such event. (c) Active Ice will use its reasonable endeavours to maintain continuity in the staff engaged on the Project. (d) Active Ice shall designate a Project manager for the Project who shall report directly to the Client on the progress of the Project.

13. ASSIGNMENT AND SUB-CONTRACTING

(a) The rights and obligations of the Client under this Agreement are personal to the Client and may not be assigned, transferred, charged, sub-licensed, sub-contracted or otherwise delegated, transferred or disposed of in whole or in part. (b) Active Ice reserves the right to sub-contract any of the work required to fulfil the Client's order(s).

14. DISPUTE RESOLUTION

(a) If the parties are unable to resolve any dispute resulting from this Agreement by means of joint co-operation or discussion between the individuals directly involved with the execution of this Agreement, within 1 (one) week after a dispute arises, or such extended period of time as the Parties may allow in writing, then such dispute shall be submitted to the most senior executives of the Parties who shall endeavour to resolve this dispute within 5 (five) calendar days after it has been referred to them. (b) Should the dispute not be resolved in the aforesaid manner, then the dispute shall be determined in accordance with the rules of the Arbitration Foundation of the Republic of South Africa by an arbitrator or arbitrators nominated by it. (c) The provisions of this clause constitute an irrevocable consent by the parties to any proceedings in terms hereof and no party shall be entitled to withdraw therefrom or claim at any such proceedings that it is not bound by such provisions.

15. FORCE MAJEURE

Neither party shall be liable for any loss suffered by the other, or be deemed to be in default for any delays or failures in performance hereunder resulting from acts or causes beyond its reasonable control, or from any acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, accident, fire, riots, strikes, lock- outs, labour troubles, illness, labour or transportation difficulties, inability to obtain export or import licences, failure or fluctuation of electric power, air conditioning or humidity control, or failure related to the inability of the product to process any date data correctly.

16. NOTICES AND DOMICILIUM

(a) The Parties choose as their domicilia citandi et executandi their respective addresses set out in Schedule 1 for all purposes arising out of or in connection with this Agreement at which addresses all processes and notices arising out of or in connection with this Agreement, its breach or termination may validly be served upon or delivered to the Parties. (b) Any notice given in terms of this Agreement shall be in writing and shall (i) if delivered by hand be deemed to have been duly received by the addressee on the date of delivery; (ii) if posted by prepaid registered post be deemed to have been received by the addressee on the 8th (eighth) day following the date of such posting. (c) Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the Parties from another including by way of telex or facsimile transmission shall be adequate written notice or communication to such party.

17. WHOLE AGREEMENT

This Agreement constitutes the whole Agreement between the Parties as to the subject‑matter hereof and no Agreements, representations or warranties between the Parties other than those set out herein are binding on the Parties.

18. VARIATION

No addition to or variation, consensual Registration, cancellation or novation of this Agreement and no waiver of any right arising from this Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by both of the Parties or their duly authorised representatives.

19. RELAXATION

No latitude, extension of time or other indulgence which may be given or allowed by either party to any other party in respect of the performance of any obligation hereunder or the enforcement of any right arising from this Agreement and no single or partial exercise of any right by any party shall under any circumstances be construed to be an implied consent by such party or operate as a waiver or a novation of, or otherwise affect any of that party's rights in terms of or arising from this Agreement or estop such party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.

20. WAIVER

The waiver by either party of a delay, breach or default in any of the provisions of this Agreement, or disAgreement by the other party, shall not be construed as a waiver of any succeeding delay, breach, default or provision of this Agreement. No failure of a party to exercise any right to it hereunder, or to insist upon compliance by the other party of any obligation hereunder, or comply with any provision of this Agreement, shall constitute a waiver of the Parties' rights to demand exact compliance with the terms hereof.

21. SEVERABILITY

In the event that any of the terms of this Agreement are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining terms, which will continue to be valid and enforceable.

22. WARRANTY OF AUTHORITY

Each party warrants to the other party that it has the power, authority and legal right to enter into this Agreement and that this Agreement has been duly authorised by all the necessary actions of its directors and constitutes valid and binding obligations on it in accordance with the terms of this Agreement.

23. DEFINITIONS

(a) In this Agreement, unless inconsistent with or otherwise indicated by the context, the definitions set out hereunder shall bear the meanings ascribed to them as follows-

"acceptance testing" means the carrying out by the Client of tests agreed between Active Ice and the Client (under the supervision of Active Ice if requested) to which the product (or, as the case may be, the product prepared that is proposed to be developed in partial substitution for, or as an addition to the product), is to be subjected;

"the/this Agreement" means the Agreement as set out herein, together with all appendices and schedules hereto;

"billing rates" means Active Ice’s personnel charges from time to time as notified plus the cost of any materials provided;

"Cancellation Fee" the percentage of that amount of the Project Price unpaid at the time of cancellation as specified in Schedule 1; "the Client" means the entity whose name is reflected in Schedule 1;

"confidential information" shall include, but not be limited to (i) Active Ice’s strategic, design, motion graphic, hardware and software solutions, interface layout, content layout, text Specifications, database models, structuring and presentation of data pertaining to the Clients business; (ii) Active Ice’s interpretation and application of industry specific trends relative to the Clients business; (iii) any information of whatever nature which has been or may be obtained by either of the parties from the other, whether in writing or in electronic form or pursuant to discussions between the parties, or which can be obtained by examination, testing, visual inspection or analyses, including, without limitation, business or financial data, processes, designs, sketches, photographs, plans, drawings, Specifications, sample reports, models, Client lists, price lists, studies, findings, computer software or ideas; (iv) all trade secrets and know-how of any nature whatsoever disclosed in writing, orally or by other means by Active Ice to the Client, all of which are either confidential, proprietary or otherwise not generally available to the Client and the public.

"entity" means any person, firm, close corporation, company, partnership, association or other legal entity of any nature whatsoever;

"fees" means the VAT inclusive amounts payable for drawing up the Specification as detailed in Schedule 1 hereto;

"Intellectual Property Rights" means all copyrights, patents, service marks, trademarks (whether registered or unregistered) as well as any applications for any of the aforegoing and any other rights which may in the future be based thereon, together with all trade secrets, know-how and other Intellectual Property Rights in all parts of the world;

"nominated account" means Active Ice’s banking account, the details of which are set forth in Schedule 1;

"the parties" means Active Ice and the Client;

"prime rate" means a rate of interest per annum which is equal to the published minimum lending rate of interest per annum, compounded monthly in arrears, charged by Active Ice’s bankers on the unsecured overdrawn current accounts of its most favourite corporate Clients in the private sector from time to time. In the case of a dispute as to the rates payable, the rate shall be certified by any manager or assistant manager of any branch of the said bank, whose decision shall be final and binding on the parties;

"product" means the website and/or customer relationship management program and/or any form of interactive multimedia program which includes, but is not limited to, the use of text, audio, graphics, animated graphics, photographic or other images and full-motion video electronically manipulated, integrated and reconstructed in synchrony and which is hosted on the server (if a website) or delivered to the Client via electronic mail or on CD Rom, magnetic tape, disk or other physical material which is capable of being processed by a multimedia enabled system; "Project" means the creation of the product;

"Project Price" means the cost of the Project as stated in Schedule 1;

"Retained Copyright" means all computer code or script, whether compiled or not, written by Active Ice in HTML, CGI-bin, Perl, Java (including any Java Beans developed by Active Ice), Javascript, php, asp, asp.net, action scripting, java scripting, xml, xhtml, html, css or any other computer language or program and incorporated into the website;

"Specification" means the outline framework of the product as drawn up by Active Ice attached hereto marked Schedule 2, subject to any Specification Addenda;

"Specification Addendum" means an amendment to the Specification agreed to between the parties in writing;

"Third Party Copyright" means intellectual property rights owned by third parties in any software as well as other material used by Active Ice in the creation of the website;

"website" means a compilation of one or more web pages being a combination of text, data information of whatever nature (be it numeric, graphic or textual, sound, images, other material accessible through the world wide web or other Internet services (including, but not limited to electronic mail ("email") and file transfer protocol ("ftp")) to be developed by Active Ice pursuant to the Specification.

The clause headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation.

Expressions defined in this Agreement shall bear the same meanings in schedules or annexures to this Agreement which do not themselves contain their own definitions.

Words and expressions defined in any sub-clause shall, for the purpose of the clause of which that sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-clause.

The use of any expression in this Agreement covering a process available under South African Law such as a winding-up (without limitation eiusdem generis) shall, if any of the parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent proceedings under the law of such defined jurisdiction.

If any provision in a definition is a substantive provision conferring rights or imposing obligations on any party, effect shall be given to it as if it were a substantive clause in the body of the Agreement, notwithstanding that it is only contained in the interpretation clause.

If any period is referred to in this Agreement by way of reference to a number of days, the days shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a business day, in which case the day shall be the next succeeding business day.

The rule of construction that this Agreement shall be interpreted against the party responsible for the drafting or preparation of this Agreement, shall not apply.

This Agreement shall be governed by and construed and interpreted in accordance with the law of the Republic of South Africa.