TERMS & CONDITIONS

• CONFIDENTIALITY

  • For purposes of this clause A, a Party receiving Confidential Information (defined below) shall be referred to as the “Receiving Party” and a Party disclosing Confidential Information shall be referred to as the “Disclosing Party.”
  • The Receiving Party shall hold in confidence all information of whatever nature, which has been or may be obtained from the Disclosing Party, whether in writing or in electronic form, pursuant to discussions between the Parties, or which can be obtained by examination, testing, visual inspections or analysis, including, without limitation, scientific, business or financial data, know-how, formulae, processes, sample reports, customer lists, price lists, findings, computer software, inventions or ideas, analyses, concepts, personal information, personal identity documents and other material prepared by or in possession of the Receiving Party which contain or otherwise reflect or are generated from any such information as is specified in this clause (“Confidential Information”). The Receiving Party shall not divulge the Confidential Information of the Disclosing Party to any person, save for the directors, officers, employees, agents, advisors, affiliates or representatives of the Receiving Party who have a need to know such Confidential Information for the purpose of performing its obligations as set out in this Agreement.
  • The Receiving Party shall prevent disclosure of the Disclosing Party's Confidential Information by the use of reasonable means which are at least as stringent as those used to protect its own confidential information, except as may be required by law or as set out in this clause A.
  • Upon the Disclosing Party's written request, the Receiving Party shall return the Confidential Information, or at the Disclosing Party's discretion, destroy such Confidential Information, and shall not retain copies, samples or excerpts thereof, other than for legal, audit and/or archival purposes.
  • It is recorded that the following information shall for the purpose of this clause A, not be considered to be Confidential Information:
    • Information known to the Receiving Party prior to the date that it was received from the Disclosing Party.
    • Information known to the public or generally available to the public prior to the date that it was disclosed by the Disclosing Party to the Receiving Party.
    • Information which is or becomes known to the public or becomes generally available to the public subsequent to the date that it was disclosed by the Disclosing Party to the Receiving Party, through no act or failure to act on the part of the Receiving Party.
    • Information which the Receiving Party has obtained written authorisation from the Disclosing Party to disclose.

• DATA PROTECTION

  • Capitalised terms not otherwise defined within this clause B shall have the meanings assigned to them in any applicable data protection laws, and any such terms shall be interchangeable with any other terms with the same or similar meaning as set out in any other data protection laws (Individually or collectively as the case may be “Data Protection Laws”).
  • The Parties hereby agree that: (i) the Company is the Data Controller; (ii) VAT IT is the Data Processor;(iii) both Parties shall abide by the relevant Data Protection Laws; and (iv) fulfil their relevant obligations in terms of such Data Protection Laws.
  • The Company hereby acknowledges and agrees that VAT IT's performance of its obligations as set out in this Agreement may require VAT IT to process, transmit and/or store personal data of the Company's employees and/or affiliates (“Personal Data”) including the processing and transmission from one country to another country, including any Third Countries, provided that VAT IT and its sub-processors take measures to adequately protect such Personal Data consistent with Data Protection Laws (such measures may include, to the extent available and applicable under such laws, Standard Contractual Clauses). By submitting Personal Data to VAT IT, the Company agrees that VAT IT and/or its affiliates may process, transmit and/or store Personal Data only to the extent necessary for, and for the sole purpose of, enabling VAT IT to perform its obligations as set out in this Agreement.
  • The Company agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in the Company Data submitted to VAT IT. The Company confirms that it is solely responsible for the legality, reliability, integrity, accuracy and quality of any Personal Data that may be contained in the Company Data submitted to VAT IT, including but not limited to any information which VAT IT shares with third parties on the Company's behalf.
  • VAT IT undertakes to only process Personal Data in compliance with the instructions it receives from the Company and in compliance with the Data Protection Laws. VAT IT shall inform the Company, unless prohibited from doing so in terms of the Data Protection Laws, whether any instruction from the Company violates or is in conflict with the Data Protection Laws, or if VAT IT can no longer comply with the Data Protection Laws or the instructions of the Company. VAT IT shall not sell or share Personal Data, as may be defined in the Data Protection Laws, including but not limited to the California Consumer Privacy Act of 2018.
  • VAT IT reserves the right to provide the Software and/or SaaS Service from the relevant host locations, and/or through the use of sub-processors, worldwide. The Company authorises VAT IT to use those sub-processors already engaged by VAT IT at the time of entering into this Agreement. In the event that VAT IT engages new sub-processors, VAT IT shall provide the Company with a minimum of 30 calendar days' notice in advance of providing such sub-processor with access to Personal Data. In the event that the Company does not approve of a new sub-processor on reasonable data protection grounds, the Company may terminate the applicable Agreement without penalty by providing, within 10 calendar days of notice of such new sub-processor or change in sub-processors, written notice of termination that includes an explanation of the grounds for non-approval. Where VAT IT engages a sub-processor for carrying out specific processing activities on behalf of the Company, the same (or substantially similar) data protection obligations as set out in this clause B shall be imposed by VAT IT on such sub-processor by way of a written agreement.
  • VAT IT agrees to comply with all reasonable instructions from the Company related to any requests from Data Subjects exercising their rights related to Personal Data granted to them under applicable Data Protection Laws (“Data Subject Request”) without undue delay. In the event that VAT IT receives a Data Subject Request directly from Data Subjects, VAT IT shall direct such request to the Company within 48 hours of receipt thereof. VAT IT's obligations under this clause shall apply solely where and to the extent required by Data Protection Laws.
  • VAT IT shall, taking into account the nature of the Processing and Company Data in its possession, assist the Company with its legal obligations to conduct a data protection impact assessment and consult with any relevant data protection supervisory authority at the Company's reasonable cost, insofar as is reasonably possible.
  • VAT IT agrees to implement appropriate technical and organisational measures designed to protect Personal Data as required by Data Protection Laws. Further, VAT IT agrees to regularly test, assess and evaluate the effectiveness of its technical and organisational measures to ensure the security of the Processing of Personal Data. VAT IT shall only grant access to its systems storing Personal Data to those of its employees who have a need to access such systems to enable it to adequately provide the SaaS Service and/or Software to the Company. After it is determined that an individual no longer requires access to VAT IT's systems storing Personal Data, VAT IT shall terminate access thereto within a reasonable period of time.
  • Upon the Company's request but no more than once per calendar year, VAT IT shall provide to the Company information on its technical and organisational measures, including any third-party certifications and other security documentation (where applicable). The Company may audit VAT IT in the event that: (i) it fails to provide the Company with the requested documentation and information (where available); (ii) an audit is requested by a Supervisory Authority; and/or (iii) where the Company reasonably believes that VAT IT is not complying with its Personal Data Processing obligations as set out in this Agreement. The Company shall provide VAT IT with reasonable written notice of its request for an audit unless it is prohibited from doing so in accordance with Data Protection Laws or a court order. Prior to the commencement of an audit, the Parties shall mutually agree upon the scope, timing, and duration of the audit, as well as the reimbursement rate for which the Company shall be responsible. All reimbursement rates shall be reasonable, considering the resources expended by VAT IT. The Company acknowledges that VAT IT cannot authorise audits of its sub-processors (such as its hosting provider/s), however, VAT IT shall use reasonable efforts to assist the Company in securing such rights.
  • VAT IT may be required to retain Personal Data in accordance with any legally required retention period. VAT IT shall securely isolate and protect any such retained Personal Data from any further Processing, except to the extent required by Data Protection Laws, other applicable law and/or regulations. VAT IT shall destroy any such retained Personal Data within 30 (thirty) days of the expiration of the retention period.
  • In the event that VAT IT is made aware of or suspects that a security incident or data breach (“Data Breach”) has taken place, VAT IT shall provide the Company with prompt written notice thereof within 24 (twenty-four) hours of being made aware of the actual or suspected Data Breach. Such notice shall include all available details required under Data Protection Laws to enable the Company to comply with its own notification obligations to regulatory authorities and/or Data Subjects that are affected by the Data Breach.

• COMPANY DATA

  • Company Data is and shall remain the Company's property. Subject to VAT IT's obligations regarding Personal Data as set forth in clause B (Data Protection) above, the Company is solely responsible for: (i) the content, accuracy and integrity of Company Data; (ii) correcting errors and omissions in the Company Data; and (iii) actions that the Company's authorised users take with respect to Company Data, including but not limited to deleting or corrupting the Company Data. The Company acknowledges that VAT IT is not responsible for: (i) the accuracy, completeness, appropriateness, or legality of the Company Data or any other information or content as provided for by any third parties or third-party integrations at the Company's election; and (ii) the disclosure of Company Data by the Company or the Company's authorised users (including agents) to any third parties.
  • In the event that the Company's authorised users elect to share Company Data with third parties through the use of the SaaS Service and/or the Software, the Company is solely responsible for such disclosure and the manner in which such Company Data is utilised by such third parties.
  • The Company agrees that it is solely responsible for maintaining and protecting backups of Company Data directly or indirectly processed using the SaaS Service and/or the Software and that VAT IT is not responsible for the: (i) exportation of; (ii) failure to store; and/or (iii) loss and/or corruption of Company Data.
  • The Company agrees that no sensitive or special categories of data as defined in relevant Data Protection Laws, including but not limited to any protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), shall be provided to VAT IT or stored on VAT IT's systems. The Company expressly acknowledges and agrees that it shall neither submit to the SaaS Service or Software, nor use the SaaS Service or Software to store, maintain, process or transmit any data or information that constitutes sensitive or special categories of data or PHI or otherwise use the SaaS Service or Software in any manner that would require VAT IT or the SaaS Service or Software to be compliant with HIPAA or any further special safeguards. The Company acknowledges and agrees that VAT IT shall have no liability to the Company for any such data or information. In the event that VAT IT reasonably believes that the Company has breached the terms of this clause, VAT IT may, at its sole election, immediately and upon notice to the Company suspend all or portion of its access to the SaaS Service and the Software (without any liability to the Company).
  • Notwithstanding anything to the contrary contained in this Agreement, the Company expressly acknowledges and agrees that Company Data may not be available or restorable if: (i) it utilises the SaaS Service in contradiction with any of the provisions of this Agreement; (ii) copies of the Company Data is not completed for any reason; (iii) it attempts to back up devices, files, folders, or drives not supported by the SaaS Service; (iv) it deselects or deletes a device, Company Data, file, folder, or drive from its VAT IT account, its device, or from being backed up by the SaaS Service; (v) it modifies its operating system in a manner that breaks compatibility or inhibits the functionality of the SaaS Service or Software; (vi) its computer is unable to access the internet or VAT IT infrastructure; (vii) it fails to comply with the Agreement or documentation; and/or (viii) it terminates or fail to renew its subscription to the SaaS Service.
  • The Company warrants that VAT IT's security obligations extend only to those systems, networks, network devices, facilities and information technology components over which VAT IT has control, and not those of any third parties, including but not limited to any government authorities. The Company is responsible for the proper configuration and maintenance of physical, administrative and technical safeguards as they relate to the access and use of the Software and SaaS Service. In no event shall VAT IT be responsible, nor will VAT IT have any liability, for physical, administrative, or technical controls related to the Software or SaaS Service (including, without limitation, Personal Data) that the Company controls, including but not limited to access credentials, network connectivity and internet connectivity.

• COMPANY RESPONSIBILITY

  • The Company shall: (i) notify VAT IT immediately of any unauthorised use of any password or user ID or any other known or suspected breach of security; (ii) immediately report to VAT IT and use reasonable efforts to stop any unauthorised use of the SaaS Service that is known or suspected by the Company; and/or (iii) not provide false identity information to gain access to or use the SaaS Service and/or the Software.

• DUE DILIGENCE

  • As per VAT IT's due diligence procedures, VAT IT shall be entitled to perform sanction and compliance checks as and when it deems fit (“Checks”). In the event that the Company does not successfully pass any Checks, VAT IT shall be entitled to terminate this Agreement immediately upon written notice to the Company and may refrain from performing the SaaS Service to the Company. VAT IT shall not be liable for any Damages suffered by the Company as a result thereof.

• INTELLECTUAL PROPERTY

  • Subject to the terms of this Agreement, the Company shall grant to VAT IT a worldwide, limited, non-exclusive and non-transferable license, to use, copy, share, store, reform, configure, display, transmit, and/or process (or any other similar term used in the Data Protection Laws) Company Data to: (i)assist with the necessary operation and function of the SaaS Service and/or Software; (ii) improve VAT IT's products and services and the Company's user experience;(iii) provide relevant support services; and/or (iii)for any other purpose set out in this Agreement. Notwithstanding the aforesaid, the Company shall retain ownership and intellectual property rights in and to Company Data.
  • VAT IT owns and shall retain ownership in all right, title and interest in and to the Software, SaaS Service, Maintenance Service and any other deliverables provided under this Agreement, including but not limited to all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein.
  • VAT IT shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Service, Maintenance Service and/or the Software any suggestions, enhancement requests, recommendations and/or other feedback provided by Company, relating to the operation of the SaaS Service, Maintenance Service and/or the Software

• TRADEMARKS

  • “eezi”, “eezi.io” and any “eezi” graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of VAT IT. VAT IT's trademarks and trade dress may not be used in connection with any product or service without the prior written consent of VAT IT.

• INVOICING AND PAYMENT

  • VAT IT shall furnish the Company with an invoice for its fees and charges as set out herein. The Company undertakes to pay all invoices within 30 (thirty) days from the date of the invoice.
  • Failure by the Company to raise any concerns regarding any VAT IT invoices, within 14 (fourteen) days of receipt thereof, shall be deemed to be a waiver of any claims and/or disputes by the Company in relation to the invoice in question.
  • VAT IT's fees shall be subject to an inflationary escalation based on the Consumer Price Index published by the United Kingdom's Office for National Statistics. The inflationary escalation shall be effective on 1 January of each year. Notwithstanding the aforesaid, VAT IT reserves the right to review the fees upon expiry of the Initial Period.

• SERVICE LEVELS

  • VAT IT shall provide the SaaS Service in accordance with the following technical service levels (“Service Levels”):

    • AVAILABILITY

      • VAT IT shall ensure that the SaaS Service and/or Software is Available (defined below) at least 99% of the time during any given calendar year. “Available” and derivatives thereof shall mean the number of minutes in a calendar year that the key components of the SaaS Service are operational (as a percentage of the total number of minutes in such calendar year). The following events shall not be considered to affect the Availability of the SaaS Service and/or Software: downtime resulting from (i) Maintenance (defined below); (ii) Force Majeure Events (defined in the Terms and Conditions hereto); (iii) malicious attacks on the SaaS Service and/or Software; (iv) issues associated with the Company's computing devices, local area networks or internet service provider connections; (v) the acts or omissions of the Company; and/or (vi) the downtime or instability of any third party platforms or systems which VAT IT is reliant on for the provision of the SaaS Service and/or Software.

    • MAINTENANCE

      • Regularly scheduled maintenance of the SaaS Service and/or Software shall occur during VAT IT's maintenance window weekly on Thursday between 15h00 and 18h00 SAST – maintenance (including but not limited to deployment of infrastructure as code).
      • For any other maintenance, VAT IT shall provide the Company with at least 1 week's advance notice before the implementation of the maintenance.
      • (Individually or collectively, as the case may be, “Maintenance”).
      • Downtime due to an emergency shall not be considered as Maintenance and shall affect the Availability of the SaaS Service and/or Software. VAT IT shall notify the Company of such downtime as soon as reasonably possible.

    • SUPPORT

      • VAT IT shall use its best efforts to respond to the Company's requests for support in accordance with the response times set out in the table below:

      Priority Level	Description	Initial Response Time from Notification	Status Updates	Targeted Resolution Time
      Critical	An issue that prevents the operation of the Software in its entirety and for which there is no alternative solution or work-around.	60 minutes	Every hour	As soon as reasonably possible, but not exceeding 24 hours.
      Critical	An issue that substantially restricts the operation of the Software and for which there is no alternative solution or work-around.	180 minutes	Every 6 hours	Not exceeding 48 business hours.
      General	An issue that does not entirely or substantially restrict the operation of the Software, and/or any other issues for which there is an alternative solution or work-around.	24 hours	Every 14 hours	Not exceeding 5 business days, unless otherwise agreed to between the Parties.

      • The Support and Maintenance services set out above are included in the fees set out in this Agreement and entitles the Company to the following within reason: (i) telephonic or electronic support focused on assisting the Company to locate and/or correct issues with the Software; (ii) bug fixes and code corrections to resolve Software malfunctions, with the aim of bringing the Software into substantial conformity with the operating specifications; and/or (iii) all extensions, enhancements and other changes that VAT IT, at its sole discretion, makes or adds to the Software and which VAT IT furnishes, without charge, to all other subscribers of the SaaS Service.

• FAIR USAGE

  • The Fair Usage Policy (the "Policy") outlines acceptable use of the services and products provided by VAT IT. Our goal is to ensure that all customers can use our services/products without disruption or degradation due to excessive or improper use by others.
  • This Policy applies to the Company using our services/products. By using our services, you agree to comply with this Policy and ensure that your use is within the parameters of fair and acceptable usage.
  • Our services/products are designed to support typical usage patterns of our customers. We may set reasonable limits on the usage of our services to prevent excessive or abnormal usage that may negatively impact other users or our infrastructure. Examples of prohibited usage include, but are not limited to:
    • Engaging in activities that create excessive demand on our systems or infrastructure.
    • Using our services for any unlawful or unauthorized purposes.
    • Exploiting or abusing our services by exceeding normal use limits, such as data usage, storage, or bandwidth, as specified in your service agreement.
  • We reserve the right to monitor your usage to ensure compliance with this Policy. If we determine that your usage violates this Policy, we may take corrective actions, including but not limited to:
    • Notifying you of excessive or improper use.
    • Temporarily suspending or limiting your access to our services.
    • Terminating your service if fair usage violations persist after notice.
  • If your use of the service exceeds the thresholds of fair usage as defined by this Policy, or if you engage in prohibited activities, we may:
    • Charge additional fees for excessive usage.
    • Suspend or terminate your service without prior notice in severe cases of misuse.
    • Take any other action necessary to protect our network, other customers, and our business

• TERMINATION AND SUSPENSION OF THE SAAS SERVICE AND/OR MAINTENANCE SERVICE

  • This Agreement shall be terminated if either Party provides written notice to the other Party of such termination at least 90 (ninety) days prior to the expiry of any Renewal Period (as defined in Schedule A to this Agreement).
  • VAT IT reserves the right to suspend delivery of the SaaS Service and/or the Maintenance Service if the Company fails to pay or timeously pay any amounts due to VAT IT under this Agreement, however, only after VAT IT notifies the Company of such failure, and such failure continues for 14 (fourteen) days or longer. Suspension of the SaaS Service and/or the Maintenance Service shall not release the Company of its payment obligations under this Agreement. The Company agrees that VAT IT shall not be liable to the Company or to any third party for any Damages arising from or relating to suspension of the SaaS Service and/or the Maintenance Service, resulting from the Company's non-payment.
  • VAT IT reserves the right to suspend the SaaS Service and/or the Maintenance Service in the event that VAT IT reasonably determines that the Company's use of the SaaS Service and/or the Maintenance Service is causing or is likely to cause immediate and/or ongoing harm to VAT IT or any third parties, including but not limited to a Recipient. In the event that VAT IT determines that a suspension of the SaaS Service and/or the Maintenance Service is required, VAT IT shall immediately notify the Company of the suspension, whereafter, the Parties shall attempt to resolve the issue resulting in the suspension. In the event that the issue is not resolved within 14 (fourteen) days, this Agreement shall automatically terminate, subject to such termination not releasing the Company of its payment obligations under this Agreement. VAT IT shall not be liable to the Company or to any third parties for any Damages arising from or relating to any suspension of the SaaS Service and/or the Maintenance Service, in accordance with this clause.
  • In the event that VAT IT terminates this Agreement due to a breach by the Company, the Company shall immediately pay to VAT IT all amounts then due and owing to VAT IT under this Agreement.

• WARRANTIES

  • VAT IT represents and warrants that it shall provide the SaaS Service and/or the Maintenance Service in a professional manner, consistent with general industry standards. VAT IT does not warrant or guarantee that the SaaS Service and/or the Maintenance Service will be performed error-free or uninterrupted, or that VAT IT will correct all SaaS Service and/or the Maintenance Service errors. The Company acknowledges that VAT IT does not control the transfer of data over communications facilities, including the internet, and that the SaaS Service and/or the Maintenance Service may be subject to limitations, delays, and other problems inherent in the use of such communication facilities. This section sets forth the sole and exclusive warranty given by VAT IT (express or implied) with respect to the subject matter of this Agreement. Neither VAT IT nor any of its suppliers warrant or guarantee that the operation of the SaaS Service, Maintenance Service and/or the Software will be uninterrupted or error-free, nor shall VAT IT or any of its suppliers be liable for loss, unauthorised alteration, theft or destruction of the Company Data, data, or files, unless otherwise provided for in the Data Protection Laws.
  • For any beach of a warranty, the Company's exclusive remedy shall be as provided in clause K above.
  • The Company warrants to provide Company Data timeously and prior to any deadlines imposed by the Recipient. The Company shall deliver Company Data to VAT IT in an electronic file format specified and accessible by VAT IT. The Company acknowledges that VAT IT's ability to deliver the SaaS Service in the manner provided for in this Agreement may depend upon the accuracy and timeliness of such information and assistance. VAT IT shall not be liable to the Company or to any third parties for any Damages arising from or relating to missed deadlines, in accordance with this clause.
  • The Company warrants that Company Data it provides to VAT IT is true, accurate and correct, and that the Recipient is authorised to receive such Company Data. VAT IT shall not be held liable for the unauthorised disclosure of Company Data to a Recipient, where the disclosure was made on the instruction of the Company, and in terms of which the Recipient's details were provided by the Company to VAT IT. VAT IT is under no obligation to verify the Recipient's details on behalf of the Company.
  • The Company warrants that it and/or it's representatives has/have the legal authority to create, transmit and receive the data and documents sent through VAT IT's systems and through the provision of VAT IT's Saas Service. VAT IT shall not be held liable should the Company be found to be non-compliant due to a lack of legal authority and/or incur any penalties from the relevant authorities and/or incur any liability in respect of such lack of legal authority. VAT IT is under no obligation to ascertain the legal authority of the Company and assumes that the Company has the necessary authority as above.

• INDEMNITY AND LIMITATION OF LIABILITY

  • The Company shall indemnify and hold harmless VAT IT on demand against any claims, liabilities, losses, costs, proceedings, damages or expenses arising out of or in connection with any breach by VAT IT of any of the provisions of this Agreement (“Damages”). The quantum of the Damages in any 12 (twelve) month period will be limited to the value of VAT IT's fee/s charged within 12 (twelve) months prior to the incident giving rise to the Damages.
  • VAT IT shall not be held liable to the Company for any Damages incurred by the Company arising from incorrect data or other document contents sent by the Company or on behalf of the Company
  • VAT IT shall not be held liable to the Company for any Damages incurred by the Company arising from any unauthorised access to the Software and/or the SaaS Service resulting from the acts or omissions of the Company or any third party.
  • VAT IT relies on certain third parties to perform some of its obligations in terms of this Agreement. Such relationships are governed by SLA conditions where possible. However, some of the third-party systems are government or authority mandated and managed, and such SLA conditions are not offered. VAT IT shall, therefore, not be held liable to the Company for its adherence to the conditions set out in clause I.i.c. if such lack of adherence is due to the failure of such a third party or third party system.
  • VAT IT shall not be held liable for any penalties that may be imposed for by any authority regarding invoice and reporting legal archiving should they make use of VAT IT's storage facility. The obligation is always on the Company to ensure that its data is stored in a compliant manner.
  • Neither Party shall be liable to the other Party for indirect, incidental, special or consequential damages, including but not limited to, damages for lost business, profits, data or use of any service, incurred by either Party or any third party in connection with this Agreement, regardless of the nature of the claim (including negligence), even if foreseeable or the other Party has been advised of the possibility of such damages.
  • The foregoing limitations of liability shall not apply in the event of gross negligence, wilful misconduct and/or fraud on the part of either Party.

• GOVERNING LAW AND JURISDICTION

  • This Agreement and any disputes arising therefrom shall be governed by and construed in accordance with the laws of England and Wales, excluding its conflict of laws principles.
  • The Parties irrevocably submit to the exclusive jurisdiction of the courts of England.

• Modern Slavery, Anti-Bribery, Anti-Corruption, Anti-Money Laundering, Counter-Terrorist Financing, Fraud and Anti-Facilitation of Tax Evasion

  • Each Party (inclusive of its officers, directors, employees, representatives' agents and sub-contractors for the purposes of this clause L), undertakes to: (i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, anti-money laundering, anti-facilitation of tax evasion, tax evasion, fraud, counter-terrorist financing, anti-slavery and human trafficking, including, but not limited to, the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977, the UK Criminal Finances Act 2017 and the UK Modern Slavery Act 2015 (together, "Relevant Requirements"); (ii) have in place and enforce throughout the term of this Agreement policies and procedures to ensure proper compliance with the Relevant Requirements ("Relevant Policies"); and (iii) not engage in any activity, practice or conduct which would cause either Party to be in breach of the Relevant Requirements or the Relevant Policies.
  • Each Party warrants and represents as follows: (i) it has not been convicted of any offence under the Relevant Requirements; (ii) It is not a government official or is owned or controlled, directly or indirectly, by any government or government official; or (iii) no government or government official has any direct or indirect legal or beneficial interest in any payments made under this Agreement.
  • Each Party shall notify the other Party immediately if at any time any of the warranties it gives in clause L(ii) above cease to be true and correct.
  • Breach of this clause L shall be deemed a material breach of this Agreement entitling the aggrieved Party to terminate this Agreement with immediate effect upon written notice to the other Party. In the event of a breach of this clause L by the Company, VAT IT may refrain from providing the SaaS Service and/or the Maintenance Service and shall not be liable for any Damages suffered by the Company as a result thereof.

• GENERAL

  • The Company acknowledges that the SaaS Service and/or the Maintenance Service is provided on a non-exclusive basis. Nothing contained in this Agreement shall be deemed to prevent or restrict VAT IT's ability to provide the SaaS Service, Maintenance Service or the Software to other parties.
  • The findings, opinions and conclusions provided by VAT IT do not profess to be facts or guarantees. VAT IT shall not be held liable for any action, undertaking or omission by the Company on the basis of the findings, opinions and/or conclusions provided by VAT IT.
  • VAT IT may use sub-processors, subcontractors, agents and/or its affiliates to perform its obligations under this Agreement, provided that VAT IT's use of subcontractors and/or sub-processors shall not release it from any duty or liability to fulfil its obligations under this Agreement.
  • The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
  • In the event that this Agreement is executed in English and any other language, the English version shall prevail.
  • If any provision of this Agreement is found to be illegal, invalid or unenforceable in terms of any court order, legislation or other rule of law, such provision shall be modified or deleted, but only to the extent necessary to make it valid, legal and enforceable, and the remainder of this Agreement shall remain in full force and effect.
  • VAT IT may assign this Agreement to, and this Agreement shall bind and inure to the benefit of, any parent, subsidiary, affiliate, successor or assign. The Company may not assign any of its rights or obligations under this Agreement, whether by merger or other operation of law, or a sale of all or part of its assets, or otherwise, without the express prior written consent of VAT IT, which shall not be unreasonably withheld.
  • Any waiver by either Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Any waiver must be in writing. Failure by either Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive such Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
  • In the event that either Party is unable to perform its obligations under the terms of this Agreement as a result of including but not limited to: acts of God, natural disasters, pandemic, epidemic, war (whether declared or not), acts of sabotage, boycotts, strikes, lockouts, system or computer failure, loss of data due to power failures or difficulties with information storage or retrieval systems, or other causes beyond its reasonable control (“Force Majeure Events”), such Party shall not be liable to the other Party for any Damages resulting therefrom.
  • All notices required to be given in terms of this Agreement must be in writing and sent to the receiving Party's address and/or email address specified in Schedule A. Such notice shall be deemed to have been received by the receiving Party: on the day of delivery if delivered by hand or email; and on the tenth day after posting, if mailed by prepaid registered post.
  • Neither Party shall be deemed to be the drafter of this Agreement, and this Agreement shall not be strictly construed against either Party.
  • The Parties have the status of independent contractors, and nothing contained in this Agreement, nor the conduct of the Parties will be deemed to place the Parties in any other relationship.