OWNER PARTICIPATION AGREEMENT

Preamble

1. GoGo is a transport network company that provides a technology platform to the transport sector including on-demand transport services for passengers (Platform).
2. The Owner operates a minibus taxi operation:
   1. comprising the Participating Taxis;
   2. belonging to a participating Association; and
   3. operating along the Approved Routes.
3. The Platform enables potential Riders to e-hail minibus taxis via the GoGo App on an on-demand basis for Shared Rides and Direct Rides.
4. This Agreement records the basis upon which the Owner and the minibus taxi operation it operates will be entitled to participate using the Platform.

Definitions

1. In this Agreement, the following terms shall bear the following meanings:
   1. Agreement means the body of this agreement together with any appendices or addenda hereto;
   2. Approved Route means a route for which a Participating Taxi is licensed to transport passengers by an Association;
   3. Association means the formally recognised taxi association which has concluded an Association Agreement with GoGo and to which the Owner belongs;
   4. Association Agreement means an agreement concluded between an Association and GoGo in respect of the e-hailing of minibus taxis contemplated in this Agreement;
   5. Business Day means any day other than a Saturday, Sunday or officially proclaimed public holiday in South Africa;
   6. Collection Point means the place where a Rider specifies the Participating Taxi must collect that Rider when hailing the Participating Taxi via the GoGo App and is the point of origin of a Ride;
   7. Confidential Information means all confidential and proprietary information disclosed by the Disclosing Party to the Receiving Party whether prior to or after the Signature Date. Confidential Information shall include (without limiting its ordinary meaning and in respect of the Parties’ respective business affairs and technologies):
      1. oral, written, printed, photographically and electronically recorded information of all types;
      2. documents, letters, agreements, undertakings;
      3. messages, codes, data, formulae, specifications;
      4. blueprints, plans, processes;
      5. marketing methods;
      6. know-how, methodology, intellectual property (whether registered and/or not registered), trade secrets;
      7. projects, projections, cash flow charts;
      8. software and copies;
      9. notes and extracts;
      10. strategic plans, financial plans, the financial planning process;
      11. the direction, manner, timing and implementation of any projects to be undertaken;
      12. information (economic as well as financial), regarding the affairs of the Disclosing Party which comes to the attention of the Receiving Party pursuant to this Agreement;
   8. Contract Period means the duration of this Agreement determined from the Commencement Date until the Termination Date;
   9. Destination means the destination of a Ride which is specified by the Rider when hailing a Participating Taxi using the GoGo App;
   10. Direct Ride is a Ride where the Rider hails a Participating Taxi within its Pickup Area and specifies the Destination and the Participating Driver travels the most efficient route to the Destination and then from there proceeds to his or her Approved Route. The Participating Taxi is dedicated to the Rider or Rider Group, as the case may be;
   11. Disclosing Party bears the meaning assigned to that term in clause 8.1;
   12. Due Date bears the meaning assigned to that term in clause 6.8;
   13. GoGo means Go Go Technologies Proprietary Limited (registration number 2021/525078/07), a private company incorporated and registered in accordance with the laws of South Africa;
   14. GoGo Admin means the administrator who is the primary liaison between GoGo and the Owner appointed by the Association and who is physically based at the Association’s offices;
   15. Owner means the owner of a minibus taxi or minibus taxi fleet who is a member of an Association;
   16. Participating Driver means a person employed by the Owner to drive a Participating Taxi and is designated as such by the Owner and registered as such with GoGo;
   17. Participating Taxi means a minibus taxi entitled to participate in providing Rides to Riders as specified by the Owner when registering with GoGo and as updated with GoGo from time to time;
   18. Parties refers collectively to GoGo and the Owner and “Party” refers to either of them individually;
   19. Payment Run Date means the date on which payments will be made by GoGo to each of the Owner and the Participating Driver once GoGo implements an electronic payment mechanism. Until such time as an electronic payment mechanism is implemented, the Payment Run Date shall mean the Due Date;
   20. Personal Information bears the meaning assigned to that term in section 1 of POPIA;
   21. Pickup Area means a Participating Taxi’s Site A Pickup Area along an Approved Route or within a set radius of the Site A Pickup Area and Approved Route as confirmed by the Association;
   22. Platform bears the meaning assigned to that term in clause 1.1;
   23. POPIA means the Protection of Personal Information Act 4 of 2013;
   24. Process bears the meaning assigned to that term in section 1 of POPIA;
   25. Receiving Party bears the meaning assigned to that term in clause 8.1;
   26. Ride means a trip travelled by a Rider in a Participating Taxi driven by a Participating Driver and owned by the Owner. A Ride is determined from the Collection Point to the Destination. “Rides” include Direct Rides and Shared Rides;
   27. Ride Fee means the fee payable by a Rider to GoGo as consideration for a Ride;
   28. Rider means a passenger registered as a Rider on the GoGo App;
   29. Rider Group means a group of passengers who are travelling with a Rider as specified by the Rider when hailing a Participating Taxi for a Direct Ride; and
   30. Shared Ride means a Ride where the Rider uses the GoGo App to hail a Participating Taxi within the Pickup Area which transports the Rider along the Approved Route to the Destination. The Participating Driver is able to pick up other Riders and/or passengers who are not Riders along the Approved Route to the Destination;
   31. Signature Date means the date of signature of this Agreement by the last-signing Party;
   32. South Africa means the Republic of South Africa; and
   33. Termination Date means the date of termination of this Agreement for whatever reason contemplated in this Agreement.

Interpretation

1. In interpreting this Agreement:
   1. clause headings are for convenience and reference purposes only and shall not be used in the interpretation, modification, or amplification of any of its provisions;
   2. a reference to:
      1. a Party, shall include a reference to that Party’s successors-in-title including executors, administrators, trustees, liquidators and assigns and this Agreement shall be binding on those successors-in-title as if they themselves had signed this Agreement;
      2. any gender shall refer to the other genders;
      3. the singular shall include a reference to the plural and vice versa;
      4. a natural person shall include reference to a juristic person;
      5. a regulatory enactment shall be a reference to that enactment as at the Signature Date and as amended or re-enacted from time to time;
      6. “reasonable endeavours” shall mean doing what is reasonable under the circumstances and shall include determining what a reasonable person in the same position as that party would have done given the same circumstances and does not require pursuing all possible courses of action; and
      7. “acting as an expert and not as an arbitrator” in terms of this Agreement means that:
         1. the expert shall be entitled to determine such methods and processes as he, in his sole discretion, may deem appropriate in the circumstances, provided that he may not adopt any processes which are manifestly biased, unfair, or unreasonable;
         2. the expert shall jointly consult with the Parties (provided that the extent of the expert’s consultation shall be in his sole discretion) prior to rendering a determination;
         3. subject to clause 8, the expert shall be entitled to take advice from any person considered by him to have expert knowledge with reference to the matter in question;
         4. the determination of the expert shall, it the absence of manifest error, be final and binding on the Parties;
         5. the expert shall make his determination in writing; and
         6. subject to any express provision to the contrary, the expert shall determine the liability for his charges, which shall be paid accordingly.
   3. unless otherwise provided, defined terms appearing in this Agreement in title case shall bear their defined meanings, whilst the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning;
   4. the use of the term including (or a term similar thereto) followed by specific examples shall not be construed as limiting the meaning of the general wording preceding such term;
   5. where any provision requires any Party to perform any act in writing, it shall be competent for the Parties to use e-mail, except if any provision of this Agreement specifically prohibits the use of e-mail;
   6. if any conflict arises between the provisions in the body of this Agreement and any appendix, annexure, or schedule hereto, the provisions set out in the body of this Agreement shall prevail;
   7. where the day on or by which anything to be done is to take place on a day other than a Business Day, it shall be done on the next Business Day;
   8. where any number of days is prescribed in this Agreement, such number of days shall be determined by excluding the first day and including the last day;
   9. this Agreement is the product of negotiation between the Parties and accordingly:
      1. no reference shall be made to prior drafts of this Agreement in its interpretation nor shall such prior drafts be referred to as constituting evidence of any matter relating to this Agreement or its conclusion; and
      2. the rule of interpretation that a contract shall be interpreted against the Party responsible for drafting same (or a provision thereof) and any similar rules of interpretation shall not be applied in the interpretation of this Agreement;
   10. no provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a Party; and
   11. the termination of this Agreement shall not affect those provisions which either expressly provide that they will operate after such termination or which, of necessity, must continue to have effect after such termination even if those clauses themselves do not expressly provide for this.

Owner Participation

1. For the Owner to participate on the Platform, the Owner agrees that the Participating Taxis driven by the Participating Drivers may be used to provide Rides to Riders using the GoGo App.
2. The Owner will liaise with the GoGo Admin and will provide all requisite documentation to the GoGo Admin to allow the Owner to be registered as an Owner on the Platform. Until such time as all the required information is provided, the Owner and/or the Participating Taxis will not be permitted to participate on the Platform. The onus is on the Owner to provide the required documentation requested by the GoGo Admin.
3. The benefit to the Owner of using the Platform will be dependent on the following requirements:
   1. the Owner being a member in good standing of the Association;
   2. the Owner having access to email;
   3. the Owner operating a bank account and utilising the online banking platform of its bank;
   4. the Owner ensuring that the Participating Taxis are duly registered with the Association and in accordance with all applicable laws; and
   5. the Owner ensuring that only duly licensed Participating Drivers may participate on the Platform;
   6. the Owner managing the performance of the Participating Drivers to ensure that they achieve a minimum of a 3-star rating on the GoGo App and responding to any feedback provided to them by GoGo and/or the GoGo Admin.
4. The GoGo App is provided by GoGo as a means of generating additional revenue for a Participating Taxi through e-hailing in non-peak periods. GoGo is dependent on third parties to provide connectivity (e.g. Google Services), cellular service providers etc and accordingly does not represent or warrant that the GoGo App will be accessible on an uninterrupted basis; the Owner acknowledging that such downtime shall be permissible and shall not constitute a breach of any express or implied warranty or breach of contract including if:
   1. this downtime is due to circumstances beyond the reasonable control of GoGo. This will constitute acceptable downtime and GoGo shall take reasonable precautions to mitigate this to the extent that this is within its control; and
   2. this downtime is temporary and is due to scheduled maintenance or emergency unscheduled maintenance from time to time. GoGo shall use its reasonable endeavours to notify users of the GoGo App (including Participating Drivers) in advance of any scheduled downtime.
5. By concluding this Agreement, no relationship of joint venture, agency or partnership shall be created between the Parties and neither Party shall be entitled to represent that it acts on behalf of the other Party or bind the other Party in favour of any third party in any way.
6. The provisions of clauses 0, 2, 3, 8, 10, 11, 12, 13, 14, 15, 16, and 17 shall survive the termination of this Agreement, regardless of the reason for such termination.

Owner Obligations

1. The Owner shall be responsible to ensure that:
   1. it submits the required registration documents to the GoGo Admin including:
      1. details of the Association;
      2. Approved Route information including proof of route licenses, pick-up, drop-off and no-go areas;
      3. Participating Taxi information including proof of ownership of Participating Taxis; and
      4. Participating Driver information;
   2. it notifies the GoGo Admin of its representatives, from a management perspective, who will be attending an Owner information session;
   3. its representatives attend the Owner information session;
   4. it makes payment of the once-off registration fee per Participating Taxi;
   5. it allows its Participating Drivers:
      1. to accept and execute Rides via the GoGo App using the Participating Taxis; and
      2. to attend the Participating Driver training provided by GoGo and hosted by the Association;
   6. it allows the Participating Taxis to be branded with GoGo Participating Taxi branding and to permit GoGo infographics to be visible within the Participating Taxi to inform passengers of the service. Participating Taxis will be branded by GoGo whilst the Participating Driver is attending Participating Driver training;
   7. it ensures that the GoGo Participating Taxi branding and the GoGo infographics are clean and are properly maintained;
   8. it ensures that Participating Drivers achieve a passenger rating of more than 3 stars. If a Participating Driver fails to achieve a minimum 3-star rating in a rolling 3-calendar month period, the Participating Driver will be suspended on the GoGo App and will not be allowed to participate on the Platform without first undergoing compulsory retraining. In the alternative, the Owner may assign a new Participating Driver and/or Participating Taxi provided that the process followed to sign a Participating Driver and/or Participating Taxi up shall apply to a newly assigned Participating Driver and/or Participating Taxi;
   9. it ensures that whilst transporting Riders, the Participating Taxis are clean, properly licensed, and roadworthy and that the Participating Driver complies with applicable laws including road traffic laws. GoGo shall not be held responsible for the Participating Driver not driving in compliance with applicable laws (including not being licensed) and/or the Participating Taxi not complying with applicable laws including any fines and/or impoundments and the Owner indemnifies and holds GoGo harmless from any losses or damages sustained by GoGo as a result;
   10. it ensures that Participating Drivers only collect Riders when executing a Direct Ride; and
   11. it notifies GoGo Admin when Participating Drivers change.
2. If the Owner wishes to reinstate a suspended Participating Driver, it shall submit such documents as GoGo may reasonably require to the GoGo Admin to lift such suspension and GoGo shall be entitled, but not obliged, to lift such suspension within its sole and absolute discretion including the levying of a reactivation fee payable by the Owner to GoGo.

GoGo Fees

1. The Ride Fees are charged on the basis specified in the GoGo App and both the Participating Driver and the Rider are provided with an estimate of the Ride Fee when the Rider e-hails the Participating Taxi. The Rider and the Driver will be able to view the final Ride Fee per Ride on the GoGo App once the Ride is completed.
2. The Ride Fees are split as follows:
   

   Ride Fees	Direct Ride	Shared Ride	Normal Taxi Route Fee
   Owner portion Vat included	50%	40%	100%
   Participating Driver portion Vat included	25%	30%	0%

3. Only Ride Fees will be eligible for split payment i.e.:
   1. trips carried out by a Participating Driver that are not e-hailed via the GoGo App are not subject to the Ride Fee split specified in clause 6.2; the Owner being entitled to 100% of such fee;
   2. in the cases of Shared Rides, where the Participating Driver collects and drops off other passengers (and not just the Riders) en route to the final destination specified by the Rider when e-hailing the Participating Taxi via the GoGo App, the Ride Fee split shall only apply to Riders where the Ride Fee is charged i.e. this excludes any fees due by other passengers to the Owner; the principle set out in clause 6.3.1 applying to such fees.
4. The Owner will be able to view the amounts that are due to the Owner for all Rides executed by a Participating Driver and Participating Taxi at the end of each week as well as all amounts due to the Owner and the Participating Driver. The Participating Driver, on the other hand, will be able to view the Rides executed during the current week and the amounts due by the Participating Driver to the Owner and the Due Date as well as to that Participating Driver.
5. The success of the use of the GoGo App and the resultant benefits for the Owner will manifest if the Participating Driver is financially incentivised to participate. Accordingly, by signing this Agreement, the Owner undertakes to only collect that portion of the Ride Fee due to the Owner and to GoGo and to allow the Participating Driver to retain the Participating Driver portion of the Ride Fee.
6. If a Participating Driver fails to make payment of any Ride Fees due in respect of any Rides to the Owner, the Owner is to immediately notify GoGo and obtain a reference number from GoGo. GoGo will then suspend the Participating Driver from the GoGo App. If the Owner fails to notify GoGo or fails to obtain a valid reference number from GoGo, the Owner shall remain liable for the payment of all Ride Fees due to GoGo even if the Owner did not receive payment of Ride Fees (net of the amount due to the Participating Driver) from a Participating Driver. If the Owner fails to make payment of any amounts due to GoGo as set out in any GoGo Invoice or statement, GoGo shall, without prejudice to any other rights it may have in law or in terms of this Agreement, be entitled, but not obliged, to suspend the Owner’s access to the Platform until all outstanding amounts have been settled in full. The Owner may request GoGo to be reinstated or for a suspended Participating Driver to be reinstated on the GoGo App subject to clause 5.2 provided that in such event the Owner shall be required to submit proof of payment of all outstanding amounts to [email protected]
7. GoGo plans to implement an electronic payment mechanism over time. Until such time as electronic payment mechanisms have been introduced by GoGo, it will invoice the Owner on a weekly basis for Ride Fees in respect of Rides executed during the preceding week, less the amounts due to the Owner and the Participating Driver (GoGo Invoice).
8. The Owner is required to make payment of GoGo Invoice within 3 days of the date of the GoGo Invoice (Due Date) via electronic funds transfer into GoGo’s bank account as notified by GoGo from time to time.
9. Failure of the Owner to make payment of the GoGo Invoice by the Due Date will entitle, but not oblige, GoGo to suspend the Owner, the Participating Taxis and the Participating Drivers from participating via the Platform and the Owner, Participating Taxis and Participating Drivers will not receive any Rides via the GoGo App even if the Participating Drivers remain registered on the GoGo App.
10. Once the electronic payment mechanisms are introduced by GoGo, all Ride Fees shall be collected by GoGo and GoGo shall make payment of the Participating Driver fee and the Participating Owner fee to each of the Participating Driver and the Participating Owner on the next specified Payment Run Date.
11. If the Owner disputes any amount on any GoGo Invoice, it shall either notify GoGo via email at [email protected] or will contact the GoGo Admin and the Parties will use their reasonable endeavours to resolve such dispute as soon as possible.
12. If the Parties are unable to resolve any dispute regarding a GoGo Invoice or any Ride Fees (whether collected via a GoGo Invoice or electronically as contemplated in clause 6.4), the dispute shall be referred to an independent chartered accountant agreed to by the Parties or, failing such agreement, shall be referred to the chairperson for the time being of the South African Institute of Chartered Accountants (SAICA) or its nominee who shall nominate the independent accountant. The independent account shall determine the dispute acting as an expert and not as an arbitrator.

Data protection

1. POPIA requires everyone (including entities) who Process the Personal Information of any other persons (including entities) to do so lawfully.
2. One of the requirements of lawfulness is obtaining the consent of the party whose Personal Information is being Processed.
3. In order to electronically allocate Rides to Participating Taxis and to link Participating Taxis to Owners, Participating Drivers and Associations as well as to Process the split of the Ride Fees (whether initially manually and later electronically or otherwise), GoGo will be required to Process the Personal Information of the Owner and the Participating Drivers.
4. The Owner hereby grants its consent to the Processing of its Personal Information as contemplated in clause 7.4 and the further Processing of its Personal Information to identify trends and performance statistics.
5. The Owner in addition confirms that it has obtained the consent of the Participating Driver to have his or her details supplied to GoGo, to have his or her Personal Information Processed by GoGo to participate on the Platform on the basis outlined in this Agreement. The Owner indemnifies and holds GoGo harmless from any losses or damages sustained by GoGo as a result of the failure of the Owner to obtain the Participating Driver’s consent including any fines or penalties payable by GoGo.
6. GoGo shall Process the Personal Information of the Owner and the Participating Drivers in accordance with the provisions of POPIA.
7. The GoGo App and the Platform generally operates in the cloud and are hosted by Microsoft in Northern Ireland. The Owner consents (and shall procure the consent of the Participating Drivers) to the Processing of the Personal Information of the Owner and the Participating Drivers outside of South Africa on the basis outlined in this clause 7.7.

Confidentiality

1. Each Party (Receiving Party) acknowledges that the Confidential Information of the Party disclosing such Confidential Information (Disclosing Party) that it may have acquired or which may have come to its attention pursuant to the negotiation, settlement and/or implementation of this Agreement is a valuable, special and unique asset of the Disclosing Party and accordingly that it is not to be used other than in accordance with this Agreement.
2. The Receiving Party shall keep secret and confidential and shall not disclose the Confidential Information to any person (save as may be strictly necessary for the purpose of giving effect to this Agreement) without the prior written consent of the Disclosing Party, which consent may be withheld in the sole and absolute discretion of the Disclosing Party.
3. The provisions of clause 8.2 shall apply to all Confidential Information even if such Confidential Information was disclosed prior to the production of any draft of this Agreement and/or the Signature Date.
4. The provisions of this clause 8 shall supersede and replace the provisions of any confidentiality and/or non-disclosure agreement concluded between the Parties prior to the Signature Date.
5. The Receiving Party shall not use the Confidential Information of the Disclosing Party for its own benefit other than pursuant to this Agreement provided that this obligation shall not extend to information:
   1. which is in or comes into the public domain otherwise than through the default of the Receiving Party;
   2. the disclosure whereof is agreed to by the Parties;
   3. which is properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction subject to clause 8.8;
   4. the disclosure whereof is required by applicable law or regulatory authority subject to clause 8.8;
   5. which is already known to the Receiving Party and is not subject to an obligation of confidence;
   6. which is independently developed by the Receiving Party without using proprietary information of the Disclosing Party; and/or
   7. which is rightfully received from any third party.
6. The Receiving Party shall be entitled to disclose the Confidential Information on a “need to know” basis to its staff and advisers provided that in doing so:
   1. it notifies such staff and advisers that they are bound by the confidentiality undertakings in this Agreement; and
   2. it indemnifies and holds the Disclosing Party harmless from any loss or damage which the Disclosing Party may sustain as a result of such disclosure, provided that this indemnity shall not be limited by the provisions of clause 9.
7. The Receiving Party shall employ reasonable measures in order to protect the Confidential Information and shall securely store all Confidential Information in whatever medium or format so that, subject to the provisions of clause 8.6, only individuals who are entitled to access same are able to do so.
8. If the Receiving Party is compelled in law to disclose the Confidential Information to any third party (if permitted in law to do so):
   1. it shall immediately notify the Disclosing Party thereof to enable the Disclosing Party to consent to such disclosure and/or to seek an appropriate order preventing such disclosure;
   2. insofar as the Disclosing Party has consented to such disclosure or a court of competent jurisdiction has ordered such disclosure:
   3. the Receiving Party shall only disclose the Confidential Information that is directly relevant to the purpose for which it is sought and shall not disclose all of the Confidential Information; and
   4. the Confidential Information disclosed by the Receiving Party in terms of clause 8.8.3 shall remain protected by this clause 8 notwithstanding such disclosure; provided that such Confidential Information is not publicly available without obtaining specific access thereto in terms of any applicable access to information laws and is not available to any member of the public without undue effort.
9. Upon becoming aware of any loss or unauthorised use or disclosure of the Confidential Information, the Receiving Party shall, as soon as is reasonably practicable in the circumstances, notify the Disclosing Party thereof in writing. The Receiving Party shall use reasonable commercial endeavours to assist the Disclosing Party in remedying such unauthorised use or disclosure at its own cost.
10. No provision of this Agreement shall be construed as:
    1. granting a license to the Receiving Party to use the Confidential Information;
    2. transferring any proprietary rights in and to the Confidential Information to the Receiving Party; or
    3. granting access to the Confidential Information in terms of the provisions of any applicable access to information legislation including the Promotion of Access to Information Act 2 of 2000.
11. Within 14 days of the Termination Date, the Receiving Party shall:
    1. return all Confidential Information to the Disclosing Party in whatever format;
    2. expunge all Confidential Information from electronic media without retaining copies of same; provided that this clause 8 shall survive for so long as the Receiving Party is obliged by Applicable Law to retain copies of such Confidential Information.

Limitation of liability

1. Except as contemplated in clauses 5.1.9, 7.5 and 8.6.2, the liability of either Party to the other in terms of this Agreement (whether arising in contract, delict, on a strict liability basis or otherwise) shall be limited in the aggregate (including all legal fees, damages, fines and penalties) to all Owner portions of Ride Fees paid by GoGo to the Owner during the 12 months immediately preceding the event that gives rise to such cause of action.
2. The duty of a Party to mitigate its losses or damages is not in any way excluded by the conclusion of this Agreement.

Force Majeure

1. Neither Party (Affected Party) shall be in breach of this Agreement where its inability to comply with any obligation is caused by Force Majeure.
2. “Force Majeure” shall include wars, riots, civil commotion, natural physical disasters, strikes or industrial action by either Party’s employees (provided such strikes and industrial action are legal and further provided that they are industry-wide and not limited solely to the employees of the Affected Party) any action by government or a public authority and all other circumstances beyond the reasonable control of a Party, but excluding lack of funds or lack of access to available funds (Force Majeure Event).
3. Notice of the occurrence of the Force Majeure Event shall be conveyed by the Affected Party to the other Party (Unaffected Party) as soon as possible and shall include details of the Force Majeure Event, the likely effect it may have on the Affected Party’s obligations in terms of this Agreement as well as the potential duration of the Force Majeure Event.
4. If the effect of the Force Majeure Event is such that the obligations of the Affected Party will be suspended for a period of 7 consecutive days or more, the Affected Party’s rights and obligations in terms of this Agreement shall be suspended for the period of duration of the Force Majeure Event.
5. If the Affected Party is unable to perform in terms of this Agreement for a continuous period of at least 30 consecutive days, the Unaffected Party shall be entitled to terminate this Agreement on the expiry of such 60 day period on 7 days’ prior written notice to the Affected Party and the Unaffected Party shall not have any right of action vis-à-vis the Affected Party save insofar as rights that accrued against the Unaffected Party in respect of the period prior to the commencement of the Force Majeure Event are concerned.

Breach

1. If a Party (Defaulting Party) breaches any provision of this Agreement, the other Party (Aggrieved Party) shall be entitled in writing to demand that the Defaulting Party remedies its breach within 14 days of the date of such notice.
2. If the Defaulting Party fails to remedy such breach within the period referred to in clause 11.1, the Aggrieved Party shall be entitled, but not obliged, to demand specific performance by the Defaulting Party of its obligations in terms of this Agreement without prejudice to its right to claim damages.
3. If the Defaulting Party has committed a material breach of its obligations in terms of this Agreement, the Aggrieved Party shall, without prejudice to its right to claim damages, be entitled, but not obliged, to either demand specific performance by the Defaulting Party of its obligations in terms of this Agreement or to cancel this Agreement without prejudice to its right to claim damages.
4. This Agreement shall immediately terminate on the occurrence of a liquidity event relating to either of the Parties which shall include:
   1. an act of insolvency (as contemplated in the Insolvency Act 24 of 1936) being committed by a Party even though that Party is not a natural person;
   2. the granting of a provisional or final liquidation order in respect of a Party;
   3. a Party entering into a general compromise with its creditors;
   4. the adoption of a resolution by the board of directors of a Party initiating business rescue proceedings;
   5. the granting of an order by a court of competent jurisdiction placing a Party under supervision and initiating business rescue proceedings;
   6. the granting of a judgement against a Party where:
      1. the capital amount of such judgement equals or exceeds R 1 million; and
      2. the capital amount plus interest on the judgement remains outstanding for a period of 30 Business Days following the expiry of the period provided in the relevant rules of court permitting:
         1. the rescission of the judgement; or
         2. the review of the judgment; or
         3. the appeal of the judgment.

Dispute resolution

1. Subject to clause 6.12, if a dispute arises between the Parties with regards to this Agreement or its interpretation, either Party may convene a meeting (to be held either in person or via teleconference or web-conference) on 14 days’ prior written notice to the other Party to resolve such dispute.
2. If the dispute is not resolved through bona fide discussion between the Parties within 14 days of the date of such meeting, the dispute shall be referred to the CEO’s (or similar role) of each of the Parties who shall meet in an attempt to resolve such dispute through bona fide discussion.
3. If the CEOs are unable to resolve such dispute within 14 days of the date of referral contemplated in clause 12.2, either Party shall be entitled to refer such dispute to arbitration by giving the other Party a written notice of arbitration (Arbitration Notice).
4. The Arbitration Notice shall constitute legal process for the purposes of interrupting extinctive prescription as contemplated in the Prescription Act 68 of 1969.
5. The arbitration shall be held in Cape Town, Western Cape, South Africa.
6. The arbitration shall be held in accordance with the Arbitration Act 42 of 1965 utilising the Arbitration Foundation of Southern Africa (AFSA) expedited commercial rules for arbitration (AFSA Rules).
7. Only the Parties and their legal representatives (or persons agreed to) shall attend the arbitration proceedings and the arbitration proceedings shall be confidential save insofar as a disclosure is necessary in order to obtain an order for interim relief as contemplated in clause 12.12 or to initiate and conduct appeal or review proceedings in terms of clause 12.10.
8. The Parties shall use reasonable commercial endeavours to expedite the arbitration proceedings; it being the intention of the Parties to dispose of the dispute within 60 days of the date of the Arbitration Notice.
9. The arbitrator shall be an independent party agreed to by the Parties. In the absence of agreement, the arbitrator shall be nominated by the chairperson for the time being of AFSA or his nominee.
10. The award of the arbitrator shall be binding on the Parties save that the Parties shall be entitled to appeal or review the decision of the arbitrator in accordance with the AFSA Rules.
11. The arbitrator shall, as part of his award, make an order an award as to cost within his discretion, but subject to the provisions of clause 12.
12. Nothing in this clause 12 shall prevent any Party from seeking urgent interim relief from a court of competent jurisdiction pending the decision of the arbitrator.
13. By signing this Agreement, the Parties irrevocably and unconditionally agree to the arbitration proceedings contemplated in this clause 12 and the award of the arbitrator contemplated in clauses 12.10 and 12.11. Subject to clauses 12.10 and 12.12, the Parties shall not be entitled to withdraw from such proceedings nor claim at such proceedings that that they are not bound by such proceedings or the provisions of this clause 12.

Applicable law

1. All matters arising from or in connection with this Agreement, its validity, existence or termination, shall be determined in accordance with the laws for the time being of South Africa.
2. If any court proceedings are launched as contemplated in clause 12.12, the Parties consent to the jurisdiction of the Western Cape Division, Cape Town of the High Court of South Africa.

Notices

1. The Parties choose as their respective domicilia citandi et executandi the Owner email address specified during registration for all purposes arising from this Agreement including the giving of any notice or the serving of any process.
   The Parties nominate the following addresses as the addresses at which all notices in terms of this Agreement are to be addressed to the addresses specified on the front cover.
2. Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing.
3. All notices given by either Party to the other (Addressee) which:
   1. are delivered by hand to the Addressee’s physical address, shall be deemed to have been received by the Addressee on the first Business Day following the date of delivery; or
   2. are emailed to the nominated email address of the Addressee, shall be deemed to have been received on the first Business Day following the date of transmission provided that if an automated out-of-office response is received by the sender, the notice shall be deemed to have been received by the Addressee on the first Business Day following:
   3. 1. the date of expiry of the period specified in the automated out-of-office response or on the first Business Day following the date that the notice is emailed to any alternate email address provided on the automated out-of-office response; or
      2. if the person who is the Addressee’s representative from an email perspective is no longer employed by the Addressee, on the first Business Day following the date of sending of the email to the alternate email address, subject to the provisions of clause 14.3.2.1.
4. Any Party shall be entitled to change any of its addresses by written notice to the other Party which notice shall be effective on the date on which the notice is deemed to have been received by the Addressee in terms of clause 14.3.

License

1. By using the Platform, we grant you a limited non-exclusive, non-sublicensable, non-transferable, revocable license to access the Platform and the services that are made available on the App from time to time. You agree to only use the Platform for the purposes of finding riders to transport in the taxis owned by you. the Platform is our intellectual property and you agree not to do anything to erode our intellectual property or other ownership rights in and to the Platform including, but not limited to, removing any proprietary notices, reproducing, modifying or creating derivative works based on our Platform or to (or attempt to) distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, decompile, reverse engineer, disassemble, link, mirror or frame or launch any programmes or scripts to scrape, index, survey or otherwise data mine or attempt to gain unauthorised access or impair the Platform or any of the systems or networks behind the Platform nor will you attempt to run a bureau service for commercial gain using our Platform. We run regular diagnostics on our Platform and if we identify or suspect you of doing any of these things, without prejudice to any other rights that we may have in law or in terms of these terms and conditions, we reserve the right to block you from using the Platform for any reason. Any loss of revenue that you suffer as a result is at your own risk.

General

1. The Parties warrant to each other that they have the requisite power, authority, and legal right to sign and perform their obligations in terms of this Agreement and that (insofar as applicable) this Agreement has been duly authorised by the necessary actions of the shareholders and board of directors of such Party and constitutes a valid and binding obligation on such Party.
2. This Agreement constitutes the sole record of the agreement of the Parties in terms of the subject matter hereof. Accordingly:
   1. this Agreement supersedes and replaces all prior agreements concluded between the Parties as to the subject matter hereof;
   2. no Party shall be bound by any warranty, representation, promise or the like not recorded in this Agreement;
   3. no addition to or variation, novation or agreed cancellation of this Agreement shall be of any force and/or effect unless reduced to writing and signed by or on behalf of all of the Parties;
   4. no suspension of any right to enforce any term of this Agreement and no pactum de non petendo shall be of any force and/or effect unless reduced to writing and signed by or on behalf of all of the Parties; and
   5. no indulgence which any Party (Grantor) may grant to another Party shall constitute a waiver of the Grantor’s rights unless reduced to writing and signed by all of the Parties.
3. The fact that a Party has waived its rights on one occasion in respect of any default by another Party (Defaulting Party) of its obligations in terms of this Agreement shall not constitute a precedent upon which the Defaulting Party may rely in respect of future defaults.
4. The Parties undertake to do all such things, perform all such acts and take all such steps and to procure the doing of all such things and the taking of all such steps as may be necessary or incidental or be conducive to the giving effect of the terms, conditions and import of this Agreement.
5. All provisions of this Agreement are severable from each other notwithstanding the manner in which they have been drafted or linked grammatically. Accordingly:
   1. the Parties declare that it is their intention that this Agreement would have been executed without such unenforceable provisions has they been aware of their unenforceability as at the Signature Date; and
   2. any provision of this Agreement which becomes unenforceable (whether due to voidness, illegality, unlawfulness or for whatever other reason) shall be deemed pro non scripto and the remaining provisions of this Agreement shall be of full force and effect.
6. Each of the Parties acknowledge that they have been free to secure independent legal and other advice as to the effect and nature of the provisions of this Agreement and confirm that they have either taken such independent advice or have dispensed with the necessity of doing so.

Counterparts

1. This Agreement may be signed in any number of counterparts and by the Parties on separate counterparts (one or more which may be delivered by email), each of which, when so signed and delivered, shall be an original, but all such counterparts together shall constitute one and the same instrument.

Costs

1. Each Party shall bear and pay its costs and expenses in relation to the drafting, negotiation, preparation, finalisation, and signature of this Agreement.
2. The successful Party in any court proceedings as permitted in clause 12.12 shall be entitled to claim all reasonable taxed legal costs on an attorney and own client scale from the unsuccessful Party.