Coligo T’s & c’s, Privacy policy and nda

PRIVACY POLICY

applicable to

ALL CUSTOMERS WHO HAVE SUBSCRIBED TO THE SERVICES WE OFFER and ALL VISITORS TO OUR WEBSITE
(https://www.coligogroup.com/)
Effective: November 2020

1. DEFINITIONS AND INTERPRETATION
1.1 In this Policy:
(a) “Device” means any computer used to access the Services and/or the Website, including a desktop, laptop, mobile phone, tablet, or any other electronic device;
(b) “Personal Information” has the meaning assigned thereto in POPI;
(c) “POPI” means the Protection of Personal Information Act, No 4 of 2013, and the regulations published thereunder (as amended);
(d) “Policy” means the privacy policy recorded herein;
(e) “Coligo”, “we” or “us” means Coligo Group, registration number 2020/670963/07;
(f) “Services” means any and all services we offer, including software-based communication, logging and visitor management systems, call centre, call recording, custom development, hosted PBX, IP PBX, and voice]; and
(g) “Website” means the Coligo website found a https://www.Coligo.co.za/.

1.2 Headings are for convenience and reference only and shall not be used in the interpretation of this Policy.
1.3 Words importing any gender include the other genders, the singular includes the plural (and vice versa) and natural persons include artificial or juristic persons (corporate and unincorporated) (and vice versa).
1.4 The rule of construction that if general words or terms are used in association with specific words or terms which are a species of a particular genus or class, the meaning of the general words or terms shall be restricted to that same class (ie the eiusdem generis rule) shall not apply, and whenever the word “including” is used followed by specific examples, such examples shall not be interpreted so as to limit the meaning of any word or term to the same genus or class as the examples given.

2. INTRODUCTION
2.1 Coligo provides Services to its customers and operates the Website. As such, this Policy applies to all customers who subscribe to our Services and all visitors to our Website.
2.2 We respect your privacy, subscribe to the principles set out in POPI, and are committed to taking the necessary steps and implementing the necessary procedures to ensure that your Personal Information is protected.
2.3 As such, the purpose of this Policy is to inform you of the way we may collect, store and use your Personal Information, and protect same.

We have taken appropriate, reasonable technical and organisational measures to prevent loss of, damage to or unauthorised destruction of Personal Information, and unlawful access to or processing of Personal.

2.4 Information, but we nonetheless caution that no method of electronic storage or transmission over the internet can be said to be 100% secure. As such, while we will take all reasonable steps to protect your Personal Information, we cannot guarantee its absolute security.

3. ACCEPTANCE OF POLICY
3.1 You must read this Policy before subscribing to our Services or browsing our Website.
3.2 Should you not accept and agree to the terms of this Policy, you may not use our Services and/or our Website, and must immediately cease using same, as your continued use of our Services and/or Website will be deemed to indicate that you have read, accepted and agreed to the terms of this Policy.

4. CHANGES TO POLICY
4.1 We may amend and/or replace this Policy from time to time.
4.2 We will notify you of any amendments to, or replacement of, this Policy by email or by placing a prominent notice on our Website prior to any such amendments or replacement becoming effective, and we will update the “effective date” at the top of this Policy accordingly.
4.3 By continuing to use the Services and/or the Website after having been notified of amendments to, or replacement of, this Policy, and after the new “effective date”, you will be deemed to have read, accepted and agreed to the revised terms of this Policy or the new Policy, as the case may be.

5. CONSENT
5.1 Subject to the terms of this Policy, we will obtain your consent to collect Personal Information:
(a) in accordance with POPI; and
(b) at the time you provide us with any registration information for purposes of our Services and/or the Website.
5.2 By using the Services and/or the Website, you consent to the collection, transfer, processing, storage, disclosure and other uses described in this Policy on the terms and conditions set out herein.

6. HOW WE COLLECT AND STORE INFORMATION
INFORMATION PROVIDED BY YOU
6.1 When you register to use any Service, or on our Website, you may be required to provide us with certain Personal Information, including your name and surname, company name, company registration number, VAT number, company statistics, contact details (including physical, postal, and email addresses), and a unique username and password.
6.2 We store your Personal Information using certain third-party CRM programs, including Agile CRM.

COOKIES
6.3 We may use cookies (small files which are stored on a Device) to collect information and to improve our Services and/or Website.
6.4 We may use a combination of “persistent cookies” and “session cookies”: “persistent cookies” are used to save your unique username and password for future use of our Services or visits to our Website, whereas “session cookies” may be used to enable certain features of the Service and/or Website, to better understand how you interact with the Service and/or the Website, and to monitor usage and web traffic routing on the Service and/or the Website.
6.5 Permanent cookies remain on your Device after you close your browser (but can be removed manually), whereas session cookies disappear after you close your browser.
6.6 You can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting cookies from the websites you visit. However, if you do not accept cookies, you may not be able to use all aspects of the Service and/or the Website.

USAGE DATA
6.7 We may collect information on how the Service and/or Website is accessed and used (“Usage Data”). Usage Data may include information such as your Device’s Internet Protocol address (IP address), browser type, browser version, web pages you visited before you accessed the Service and/or the Website, the pages of our Website that you visit, the date and time of your visit to our Website, the time spent on the different pages of our Website, and other interactions with the Service.

ANALYTICS DATA
6.8 We may use third-party service providers such as Google Analytics to analyse and monitor the use of our Website. We also use Agile CRM, Freshdesk ticketing and other service provider that may collect analytics data.
6.9 Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to monitor and track the use of our Website. This data is shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network.
6.10 You may opt-out of having your activity on the Website available to Google Analytics by installing the Google Analytics opt-out browser add-on. The add-on prevents the Google Analytics JavaScript (ga.js, analytics.js, and dc.js) from sharing information with Google Analytics about website visit activity.
6.11 For more information on Google’s privacy practices, please visit the Google Privacy and Terms web page: https://policies.google.com/privacy?hl=en.

7. HOW WE USE PERSONAL INFORMATION
7.1 In the course of using our Services and/or Website, we may collect Personal Information that can be used to contact or identify you.
7.2 Personal Information may be used:
(a) to provide and improve our Services and/or the Website;
(b) to administer your use of our Services and/or the Website;
(c) to better understand your interests and needs;
(d) to personalise and improve your experience; and
(e) to provide or offer software updates and product announcements.
7.3 Should you not wish to receive communications from us, you may unsubscribe at any time by following the instructions provided in the relevant communications, or by contacting us in any manner contemplated in paragraph 14 below.
7.4 Analytics data, such as that referred to above (see Analytics Data), may similarly be used for the above purposes, and to analyse and monitor use of our Website, and to increase the Website’s functionality and/or user-friendliness.
8. DISCLOSURE AND SHARING OF INFORMATION

LEGISLATIVE REQUIREMENTS
8.1 We may disclose your Personal Information if we are required to do so:
(a) in terms of any applicable law, including POPI;
(b) by a court of competent jurisdiction;
(c) by a governmental or regulatory authority or body;
(d) in order to protect the safety and security of any person or the general public; and
(e) to defend or protect our property and/or rights.

AFFILIATES
8.2 We may share your Personal Information with our holding companies and/or subsidiaries.

SERVICE PROVIDERS
8.3 We may use certain trusted third-party companies and individuals to help us provide, analyse, and improve our Services and/or Website (including data storage, maintenance services, database management, web analytics, payment processing, and improvement of features). These third parties may have access to your Personal Information only to perform these tasks on our behalf, and are obligated not to disclose, share or use your Personal Information for any other purpose.

DISTRIBUTORS, SUPPLIERS AND VENDORS
8.4 In instances where we on-sell, re-sell or sub-license licences, products and/or software which we procure from third-party distributors, suppliers and vendors, we may be required to share certain of your Personal Information with such distributors, suppliers and vendors.

EMPLOYEES
8.5 We may disclose your Personal Information to those of our employees that require same to do their jobs.

ACQUISITION, MERGER OR SALE
8.6 If we are the subject of an acquisition or a merger, or if we sell our assets or business to another entity, we may assign our rights to your Personal Information to the relevant purchaser or successor. We will disclose the transfer on the website.
8.7 If you are concerned about your Personal Information migrating to a new owner, you may request us to delete or destroy your Personal Information.

DE-IDENTIFIED OR NON-PERSONAL INFORMATION
8.8 We may disclose de-identified (as contemplated in POPI), non-personal or non-private information.

PROHIBITION ON SALE OF PERSONAL INFORMATION
8.9 We will not sell any Personal Information to any person and will only disclose and/or share same as provided in this Policy.

9. CORRECTION, DESTRUCTION OR DELETION OF PERSONAL INFORMATION
9.1 You may request the correction, destruction or deletion of your Personal Information in accordance with section 24 of POPI.
9.2 We will action your request as soon as reasonably practicable and will notify you of the action taken as a result of your request, as required by section 24(4) of POPI.

10. UPDATE OF PERSONAL INFORMATION
10.1 We may from time to time ask you to update your Personal Information stored by us so that we can ensure that such information is accurate, complete and up-to-date.
10.2 In order to protect you and safeguard your Personal Information, we will take reasonable steps to verify your identity before making any corrections to your Personal Information.

11. SECURITY OF PERSONAL INFORMATION
11.1 We protect your Personal Information using secure socket layer technology and firewalls.
11.2 We authorise access to your Personal Information only for those employees, service providers and suppliers who require it to fulfil their job responsibilities or obligations to us.
11.3 We follow generally accepted standards to protect the information submitted to us, both during transmission and upon receipt. We nonetheless caution that no method of electronic storage or transmission over the internet can be said to be 100% secure. As such, while we will take all reasonable steps to protect your Personal Information, we cannot guarantee its absolute security.
11.4 If you have any questions about the security of our Services and/or Website, please do not hesitate to contact us in any manner contemplated in paragraph 14 below.

12. RETENTION OF PERSONAL INFORMATION
12.1 We will only retain your Personal Information for as long as your account (whether for our Services or our Website) is active or if necessary, to fulfill the purposes mentioned in paragraph 7.2, unless:
(a) you have consented to us retaining your Personal Information for a longer period; or
(b) we are required, whether by law or a governmental or regulatory authority or body to retain same; or
(c) we are required to retain same in order to enforce our agreements and/or resolve any disputes.

12.2 You may request the destruction or deletion of your Personal Information in accordance with section 24 of POPI, and we will action your request as soon as reasonably practicable and notify you of the action taken as a result of your request, as required by section 24(4) of POPI.

13. TRANSFER OF PERSONAL INFORMATION
13.1 We will not transfer any of your Personal Information across the border of South Africa otherwise than in compliance with section 72 of POPI.
13.2 If you are located outside South Africa and choose to provide Personal Information to us, please note that we will transfer such Personal Information to South Africa and will process same there.

14. GENERAL
14.1 This Policy is subject to, and shall be construed and interpreted in accordance with, POPI.
14.2 To the extent that any of our Services or our Website contain links to other services or sites that are not operated by us, we caution that we have no control over, and assume no liability or responsibility for the content, privacy policies or practices of any such third-party services or sites.
14.3 If you click on any such third-party link, you will be directed to that party’s site. We strongly advise you to review the privacy policy of every site you visit.

15. CONTACT US
15.1 If you have any questions or concerns arising from this policy or the way in which we handle Personal Information, please do not hesitate to contact us.
15.2 You may contact us:
(a) by email to contact@coligogroup.com;
(b) by telephone at 011 700 3800; or
(c) by visiting this page on our Website: www.coligo.co.za

STANDARD TERMS AND CONDITIONS

VALIDITY & PRICES

The quotation is valid for 7 days from date of receipt, Coligo Group reserves the right to extend the Validity period subject to revised pricing and delivery terms. Pricing can be subject to change based on overseas exchange rates (current pricing will only change when there is a 5% increase or decrease in the Euro To Rand).

PAYMENT
Outright Purchase:
Payment shall be effected on presentation of invoice. Coligo Group reserve the right to claim full compensation for all relevant recovery costs incurred when trying to obtain final payment from their customers.
Third Party Service Providers:
The delay or non-Delivery of 3rd Party does not constitute grounds for non-payment

SERVICE LEVEL AGREEMENT
The client has the option to enter into a Service Level Agreement with Coligo Group to support and maintain the Coligo Software Solution.
Should you wish to cancel the SLA, 3 months prior notice is to be given. Should the SLA not be cancelled timeously it will automatically roll over for another 12 months.

DELIVERY
Delivery, installation and commissioning of the Coligo Software Solution will be according to the scope of work document and project plan agreed to by both parties.

INSTALLATION
Installation is included in the quotation within a pre-defined time allocation, any deviation of the quoted installation time where additional time is required due to delays caused by the client or the clients suppliers will be for the clients account and billed at our standard adhoc rate of R750 p/h. Delivery and commissioning will be affected 2-4 weeks from date of financial approval (which at the time of signature has already been done) and availability of required stock items, if applicable. Should the client require installation prior to our standard delivery times this must be requested and approved by your Coligo Group representative. Installation charges are based on the assumption that installation work will proceed without interruption and during normal working hours. Any delays or lost time occasioned by unreasonable interruptions, caused by the client or the client’s suppliers, will be for the client’s account. In this regard, where installations fall outside of Coligo Group will endeavour to accommodate after hour installs but cannot guarantee their availability. Delays or lost time occasioned by unreasonable interruptions, caused by Coligo Group or Coligo
Group suppliers, will be at Coligo Group expense. Coligo Group cannot be held responsible should any client 3rd party supplier be unable to supply any of their services.

During connection of the client’s solution, you will experience a short interruption of service. Coligo Group and the client will work together to select an appropriate date and time for this operation with the aim of minimising the impact of such interruption of the client’s business.

Prior to installation, the Customer must ensure the following requirements have been met and the information provided to Coligo 

Group:
• A site audit meeting (if applicable) or a teleconference technical discussion attended by the client’s technical resource.
• A completed Request for Information (RFI) document, emailed on financial authorization and presented during the technical site audit / teleconference.
• A suitable network environment with all required network dependencies for the Coligo Group solution to function at an optimal level
• A secure remote access ability for Coligo Group to effect any adds, moves or changes post install.
Should there be any queries with an area of the installation, these should be discussed with the appointed Coligo Group project manager.

UPGRADES AND ANNUAL MAINTENANCE

Where annual maintenance fees are required for products supplied by Coligo Group as per the indicated cost on the Coligo Group invoice. These fees are paid to the product manufacturer for software updates, including but not limited too; critical bug fixes, security patches and other patches deemed to be necessary for proper system operation as well as feature upgrades and enhancements. Should this not be renewed, the client will not have the ability to update to any version later than the last renewal date and in the event of late renewals, back payments for late fees will apply. Clients with active Service Level Agreement (SLA) with Coligo Group are eligible to receive regular updates to the software in terms of the labour to carry out these updates as part of this SLA. Clients that have chosen not to obtain an SLA will be liable for labour costs where Coligo Group carries out these updates. The client must inform Coligo Group on their preferred upgrade intervals, being quarterly, bi-annually or annually. In the event that a required new feature, enhancement or critical update is released these updates will be performed with the client’s permission outside of the scheduled periods.

Update Period Required:
Annual [_] Bi-annual [_] Quarterly [_]

CANCELLATION
Notice of Cancellation of order, must be in writing and addressed to Coligo Group and the client will be liable for fees already incurred under the invoice as evidenced by Coligo Group.

TRAINING
User training where the users are trained on the provided handset device or soft phone will cover the day to day use of said device. The User training will take place on the last day of installation unless otherwise agreed between both parties.
Administrator training will take place on an agreed date at the Coligo Group office to reduce any disruption of the trainee that may occur at the installation site unless otherwise agreed. This training will cover administration, configuration, report generation and will aim to give the trainee the ability to do basic support on the Coligo Group system.

DAMAGES
Notwithstanding anything herein to the contrary, Neither party will be liable for any consequential losses including loss of profits nor any other claims not specifically provided for in this contractual document

NETWORK
Given the complexity of a Voice Over IP/SIP telephony deployment, the client must ensure that the infrastructure on which the telephony solution is to be installed, is capable of handling voice services. This includes the correct infrastructure (switches, routers, data/voice lines, cables) and configuration of Quality of Service and VLANS to aid the Voice Over IP/SIP devices. The success of the telephony deployment is contingent upon the infrastructure. Coligo Group will not be held liable for defective or badly configured network infrastructure.

SECURITY AND DATA
Coligo Group accepts no responsibility or liability for costs incurred due to lost, missing, or corrupted data caused by viruses, malware, unauthorized user activity (hacking), fraud, hardware malfunction etc. Coligo Group solutions should at all times remain behind the client’s firewall(s) and it is the sole responsibility of the client to ensure that their network is effectively secured. Coligo Group will activate security features on all products where possible and from time to time advise the client should any security risk be apparent. Coligo Group agrees to notify the client immediately in the event of any data breach.

GENERAL
Coligo Group shall not be responsible for any loss or damage (actual or consequential) however caused to the property or person of the client or any third party. The client hereby indemnifies Coligo Group against any claim arising from the equipment or service rendered or use of the equipment which may be made by any other person against Coligo Group, except where such loss or damage was caused by negligence or misconduct of Coligo Group or it’s representatives.

The signatory/ies in the case of a registered company must be empowered as being duly authorized to sign the purchase order documents by means of a signed resolution of the board of directors of the company.

The terms and conditions contained herein constitute the entire agreement between the parties and no amendment or variation or consensual cancellation shall be of any force and effect unless reduced to writing and signed by both the client and Coligo Group.

The client hereby consents to the jurisdiction of the South African courts, in respect of all amounts. This Agreement shall be construed, and the legal relations between the Parties determined, in accordance with the laws of South Africa.
Both parties on the schedule hereto shall be the domicilium citandi et executandi for all purposes under this contract.

WHATSAPP TERMS AND CONDITIONS
The first 1000 conversations per month are free-of-charge. After this, the charges levied by WhatsApp for conversations are based on the user’s phone number. Rates for business-initiated conversations and user-initiated conversations vary by market (country or region). This is billed by WhatsApp to us in EURO regardless of which country you are based in. We will therefore use the market exchange rate on the 1st of each month to bill you these costs in your local currency, so you continue to receive one bill in your local currency.

Coligo Group continues to offer access to a WhatsApp free-of-charge for your first WhatsApp Channel – we do not charge platform access or messaging fees. The only fees you will be billed for are the exact charges levied by WhatsApp converted into your local current

HOW IT WORKS
WhatsApp Business API conversations fall into two categories that are priced differently:
• User-initiated, like customer care and general support inquiries.
• Business-initiated, like post-purchase notifications.
All conversations are measured in 24-hour increments, or “sessions”, that start whenever the first message from a business is delivered. The first message can be initiated by the business (business-initiated) or a business reply within 24 hours of a user message (user-initiated). A user is defined as the person or entity with whom the business is messaging.

Charges for conversations are based on the user’s phone number. Rates for business-initiated conversations and user-initiated conversations vary by market (country or region). See Rates for specific pricing information.

FRESS TIER CONVERSATIONS
The first 1,000 conversations each month will be free, so your business can start to build experiences your customers will love before having to pay. Each WABA gets 1,000 free tier conversations. Free tier conversations can be business-initiated or user-initiated.
RATES

WhatsApp is free-of-charge for your first WhatsApp Channel – we do not charge platform access or messaging fees. The only fees you will be billed for are the exact charges levied by WhatsApp converted into your local currency
Market
Business-Initiated Rate
User-Initiated Rate
South Africa
$ 0.0280
$ 0.0168

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Between
COLIGO GROUP (PTY) LTD
Registration number: 2020/670963/07
(“Disclosing and Receiving Party”)

1. INTRODUCTION
1.1 The Parties wish to conduct discussions and negotiations relating to possibly establishing a mutual business relationship (“Purpose”) and, for this purpose, each Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”) certain Confidential Information (as defined below).
1.2 Nothing contained in this Confidentiality Agreement (“Agreement”) obliges the Disclosing Party to disclose its Confidential Information to, or to enter into any arrangement or agreement with, the Receiving Party. Any such arrangement or agreement will only become effective on signature of a written agreement reflecting that arrangement or agreement.

2. DEFINITIONS AND INTERPRETATION
2.1 For the purposes of this Agreement:
(a) “Affiliate” means, in relation to the Receiving Party, any subsidiary or holding company of the Receiving Party (direct or indirect) or any other direct or indirect subsidiary of any such holding company;
(b) “Confidential Information” means all information disclosed by the Disclosing Party to the Receiving Party, including, without limitation:
(i) the details of any discussions or negotiations relating to the Purpose;
(ii) information concerning its and/or any of its Affiliate’s affairs, assets, business, clients, contracts, customers, financial condition, intellectual property (whether registered or unregistered), knowhow, liabilities, markets, operations, products, projections, prospects, research and development, services, strategies and trade secrets,
but does not include any information which:
(iii) is or becomes generally available to or known by the public through no action of the Receiving Party or any of its Representatives (as defined below);
(iv) is or becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a person other than the Disclosing Party or its Representatives;
(v) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party or his Representatives; or
(vi) has been independently acquired or developed by the Receiving Party or any of its Representatives without violating any of its obligations under this Agreement;
(c) “Representative” means, in relation to a Party, the directors, employees, officers, members, partners, accountants, attorneys, financial advisers, consultants, contractors and agents of such Party (and its Affiliates); and
(d) “Signature Date” means the date of signature of this Agreement by the Party signing last.
2.2 In this Agreement:

(a) clause headings are for convenience and reference only and shall not be used in its interpretation;
(b) words importing any gender include the other genders, the singular includes the plural (and vice versa) and natural persons include artificial or juristic persons (corporate and unincorporated) (and vice versa).

3. DURATION
3.1 The confidentiality obligations contained in this Agreement will commence on the Signature Date, or to the extent that any Confidential Information has been disclosed by a Party prior to the Signature Date, this Agreement shall be deemed to have commenced on the date on which that disclosure was made.
This Agreement shall endure indefinitely until terminated by the Parties in writing, but the confidentiality obligations expressed herein will remain binding and will survive the termination of the Agreement

4. CONFIDENTIALITY UNDERTAKINGS
4.1 In consideration of receiving the Confidential Information, the Receiving Party must, and must cause its Representatives to:
(a) maintain such Confidential Information in strict confidence by using the same degree of care it uses in safeguarding its own confidential information, but in no event less than a reasonable degree of care;
(b) use such Confidential Information only for the Purpose and not disclose the Confidential Information to any other person whatsoever or exploit or use (directly or indirectly) the Confidential Information for any other purpose;
(c) disclose such Confidential Information only to such of its Representatives who have a need to know such Confidential Information in connection with the Purpose;
(d) notify the Disclosing Party immediately upon becoming aware that any Confidential Information may be disclosed or has been disclosed to an unauthorised third party;
(e) immediately take all such steps as are necessary to prevent any suspected or threatened breach of confidentiality of the Confidential Information; and
(f) promptly, within 7 days of receipt of a written request from the Disclosing Party, return all such Confidential Information to the Disclosing Party or destroy all analyses, compilations, documents, records and other materials of whatsoever nature which contain any Confidential Information (such destruction to be confirmed in writing by the Receiving Party).
4.2 The Receiving Party will be responsible for any breach of this Agreement by its Representatives.
4.3 The Receiving Party may not analyse, decompile or reverse engineer or allow or cause a third party to analyse, decompile or reverse engineer any Confidential Information for any purpose.

5. FORCED DISCLOSURE
5.1 Notwithstanding anything to the contrary herein contained, the Receiving Party’s undertakings in clause 4 shall not apply to the extent that any disclosure of any Confidential Information is required by any law, regulation, court of competent jurisdiction, recognised stock exchange on which either of the Parties may be listed, government department or other regulatory authority to be disclosed.
5.2 In the event that the Receiving Party is compelled to make a disclosure pursuant to clause 5.1, the Receiving Party:
(a) shall timeously inform the Disclosing Party by written notice of the compulsion to make the disclosure and consult with the Disclosing Party so as to afford the Disclosing Party a reasonable opportunity (i) to assess the scope and contents of the proposed disclosure and (ii) to take such steps or cause such steps to be taken to seek to mitigate the effects of or to avoid or limit the requirement for any such disclosure;
(b) pursuant to the Disclosing Party’s analysis under clause 5.2(a), shall obtain the Disclosing Party’s written consent prior to the forced disclosure, which consent shall not be unreasonably withheld, for the manner and content of such disclosure;
(c) in making any forced disclosure, shall disclose only the minimum information it is required to disclose; and
(d) in making any forced disclosure, shall take whatever steps as are necessary to obtain reliable written assurances from the person(s) to whom the forced disclosure is to be made that any Confidential Information that is disclosed will be treated confidentially by the person receiving same.

6. TITLE AND REPRESENTATIONS
6.1 The Parties record and agree that all Confidential Information disclosed to the Receiving Party and/or its Representatives is special, valuable and a unique proprietary asset of the Disclosing Party, which is confidential in nature and will at all times remain the property of the Disclosing Party.
6.2 The Parties further record and agree that the disclosure of any Confidential Information does not confer on the Receiving Party and/or its Representatives any rights of any nature whatsoever (including, but not limited to, any intellectual property rights) over such Confidential Information, beyond those contained in this Agreement.
6.3 Neither the Disclosing Party nor any of its Representatives accept responsibility for or make any representation, express or implied, or give any warranty with respect to the accuracy or completeness of the Confidential Information (or any verbal communication in connection therewith) and each Party hereby waives in favour of the other Party any liability which it may incur by reason of its use of, or reliance upon, any of the Confidential Information.

7. BREACH AND REMEDY
7.1 The Parties acknowledge that monetary damages may be an inadequate remedy for breach or threatened breach of this Agreement because of the difficulty of ascertaining the amount of damage that may be suffered in the event that this Agreement is breached.

Therefore, the Disclosing Party will be entitled to seek interdictory relief and specific performance, in the event of any breach or threatened breach of the provisions of this Agreement by the Receiving Party or any of its Representatives, in addition to and without prejudice to any other remedies available at law.
7.2 Any legal costs incurred by the Disclosing Party in enforcing its rights in terms of this Agreement will be recoverable from the Receiving Party on the attorney and own client scale.

8. INDEMNITY
8.1 The Parties acknowledge that any unauthorised disclosure or use of the Confidential Information or any unauthorised public announcement by the Receiving Party or its Representatives may cause irreparable harm to the Disclosing Party.
8.2 That being so, the Receiving Party indemnifies and holds the Disclosing Party harmless against all losses, costs, liabilities and damages (including, without limitation, any indirect or consequential losses or damages, loss of profits or loss of business) arising directly or indirectly in connection with any breach by the Receiving Party or its Representatives of their obligations under this Agreement. Nothing contained in this clause shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to it for such breach, including specific performance and the recovery of monetary damages.

9. RESTRAINT AND NON-COMPETE
9.1 The Receiving Party agrees that for a period of 12 months from the date of signature of this Agreement it will not, and will procure that its Representatives will not, solicit (i) the employ of any of the Disclosing Party’s employees or (ii) the custom of any of the Disclosing Party’s clients and/or customers, nor compete with the Disclosing Party or any business conducted by it, in South Africa, and the Receiving Party will procure that no related person to it (as that phrase is defined in section 2 of the Companies Act, 71 of 2008) does so.
9.2 Each of the undertakings contained in this clause 9 constitutes a separate and independent undertaking severable from the rest and may be enforced in whole or in part.

10. NOTICES
10.1 For the purposes of this Agreement, including the giving of notices and the serving of legal process, the parties choose the following addresses at which documents in legal proceedings in connection with this Agreement may be served (ie their domicilium citandi et executandi) at:
(a) Coligo Group (Pty) Ltd:
physical: 9 Kingfisher Drive, Fourways, Johannesburg, 2191
email: accounts@coligogroup.com
(b) Client:
physical:
email:

10.2 A notice given as set out above shall be deemed to have been duly given:

(a) if delivered by hand, on the date of delivery; or

(b) if sent by email, on the day that the email is transmitted, except that any email transmitted after 17h00 shall be deemed to have been received on the following business day, unless the contrary is proved.

10.3 A notice or communication actually received by a Party shall be an adequate notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address recorded above.

11. GENERAL

11.1 This Agreement contains all the express provisions agreed on by the Parties regarding the subject matter of the Agreement and supersedes and novates in its entirety any previous understandings or agreements between the Parties in respect thereof, and the Parties waive the right to rely on any alleged provision not expressly contained in this Agreement.

11.2 No contract varying, adding to, deleting from or cancelling this Agreement, and no waiver of any right under this Agreement, shall be effective unless reduced to writing and signed by or on behalf of the Parties.

11.3 The grant of any indulgence, extension of time or relaxation of any provision by a Party under this Agreement shall not constitute a waiver of any right by the grantor or prevent or adversely affect the exercise by the grantor of any existing or future right of the grantor.

11.4 If 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.

11.5 No Party shall be entitled, without the prior written consent of the other Party, to cede any or all of its rights or delegate any or all of its obligations under the Agreement to any third party.

11.6 Each Party shall bear its own legal costs and disbursements of and incidental to the negotiation, preparation, settling, signing and implementation of this Agreement.

11.7 The Parties shall at all times act in good faith towards each other and shall not bring each other into disrepute.

11.8 Each of the Parties undertakes at all times to do all such things, perform all such acts and take all such steps, within its power and control, as may be open to it and necessary for and incidental to the putting into effect or maintenance of the terms, conditions and import of this Agreement.

11.9 This Agreement is to be governed, interpreted and implemented in accordance with the laws of South Africa, and Parties consent and submit to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Local Division, Johannesburg) in respect of any proceedings relating to this Agreement.

11.10 This Agreement may be executed in counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same Agreement.

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