JSE PRIVATE PLACEMENTS PROPRIETARY LIMITED (JPP) - ISSUER TERMS OF SERVICE

Revision Date:

Introduction
1. JSE Private Placements Proprietary Limited is a private company registered in terms of the laws of South Africa with registration number 2020/798388/07 and financial services provider number 51709 ("JPP", also referred to as "we", "our" or "us"), is the provider of the Solution and the Services which are made available to Users in Africa. These Solution Terms of Service (this "Agreement") apply to you ("admin", "User", "you" or "your") and set out the terms and conditions that apply to your registration on the Solution and your access and use of the Services available through the Solution.
2. This Agreement constitutes a binding agreement between you and JPP. If you are using the Solution and/or the Services on behalf of a third party, you warrant that you have the authority to bind that person to this Agreement, and in such event, all refence to "Admin", "User", "you" and "your" in this Agreement include reference to that person.
3. By clicking the “agree to the Terms of Service and Privacy Policy” button, or by accessing or using the Services, you: (a) acknowledge that you have read and understand this Agreement and JPP Privacy Policy (accessible at www.jseprivateplacements.co.za/privacy-policy),(b) represent and warrant that you have the right, power, and authority to enter into this Agreement, and (c) accept this Agreement and agree that you are legally bound by its terms.
4. If you do not agree to this Agreement, you must not, and you are not permitted, to register for, or use, the Solution and/or the Services. If you disagree with the terms and conditions of this Agreement at a later stage, after registering for and/or using the Solution and/or the Services, you must immediately stop using the Solution and deregister from the Solution.
Definitions and Interpretation
1. In this Agreement, the following words shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings and other words derived from the same origins as such words (that is, cognate words) shall bear corresponding meanings:
  1. "Account" means an account as defied in clause 4;
  2. "Applicable Law" means all laws, statutes, regulations, by-laws, rules, directives, and orders including all other requirements of any government or any government agency, body, authority, tribunal (including any Regulator), as may be applicable to any Party or any matter governed by this Agreement;
  3. "Confidential Information" means any information of a confidential and/or commercially sensitive nature, howsoever obtained or received and whether or not marked confidential, including any (i) Intellectual Property Rights; (ii) technical, commercial, financial or scientific information; (iii) know-how; (iv) trade secrets; (v) processes; (vi) marketing and business information; (vii) customer and supplier information; (viii) pricing information; and/or (ix) any other information or material of whatever description or nature proprietary to a Party, whether in written, oral, magnetic, machine-readable, or other format.
  4. "Corporate Requirements" means in respect of a Party, any contractual or corporate requirements or restrictions to which it is subject, including in its articles of association (or other constitutional document) or any shareholders agreements or other undertakings, including any authorisations or permissions it may be required to obtain;
  5. "Data Protection Legislation" means any and all Applicable Laws relating to or regulating the protection of data or Personal Information, including but not be limited to, POPIA;
  6. "Documentation" means any documentation created by or on behalf of a User, whether an Issuer or an Investor, who makes such documentation available on the Solution in relation to their access and use of the Services;
  7. "Filings" means in respect of a person, activity or event, any filing requirements connected therewith including without limitation any filings with the Companies and Intellectual Property Commission or its equivalent registrar of companies or similar, any filings with any Regulator, any filings with any taxation authority, any forms, filings or requirements of any Regulator or any filings required in connection with any exemption or any similar filings or requirements howsoever described;
  8. "Intellectual Property Rights" means all current and future intellectual property rights of any kind whatsoever and however embodied which may subsist or be capable of protection wheresoever in the world, including (without limitation) patents, trademarks, present and future rights of copyright, rights in and to designs, rights in and to inventions, topography rights, rights in and to trade secrets, rights in and to: (i) trade names, business names, domain names and logos; (ii) the right to keep information confidential and private; (iii) rights in and to know-how; (iv) rights in and to databases (including rights of extraction); and (v) all rights and forms of protection of a similar nature or having equivalent effect to any of them which may subsist or be capable of protection, wheresoever in the world, whether or not any of these is registered and including applications for any such rights or registration thereof and any goodwill related to or arising from such rights;
    1. "Investor(s)" means any person (whether natural or juristic) who, through the Investor Portal, invests in or acquires investments profiled on the Solution;
    2. "Investor Portal" means the portal that is made available through the Solution and which is accessible for use by Investors;
    3. "Issuer" means any person who, through the Management Console, issues Securities and also for purposes of this Agreement includes the originator of or lender under a loan;
    4. "Management Console" means the securities administration service that is made available through the Solution and which is accessible for use by Issuers;
    5. "Party" means both you and JPP and "Party" shall mean you or JPP as a party to the Agreement, as the context requires;
    6. "Personal Information" means any personal information as defined in Data Protection Legislation;
    7. "POPIA" means the Protection of Personal Information Act, 4 of 2013, as amended;
    8. "Regulator" means any government or any government agency, body or authority, or any regulator or court of competent jurisdiction;
    9. "Securities" has the meaning given to it in the Financial Markets Act 19 of 2012, as amended;
    10. "Services" means the provision of access to the Investor Portal and Management Console, and any other related or ancillary software or services provided to you by or on behalf of, JPP; and
    11. "Solution" means the information technology system made available by or on behalf of JPP, including at issuer.privateplacements.co.za through which JPP provides you with access to the Services in accordance with this Agreement.
Agreement start date
The term of this Agreement commences when you access the Services/acknowledge your acceptance of this Agreement by clicking the “I agree to the Terms of Service and Privacy Policy” button and will, unless terminated earlier in accordance with clause 18, continue in effect for as long as you use any part of the Services.
How to register an Account
1. In order to access the Management Console and use the Services, you must create an account ("Account")with JPP through the Solution. An Account must be opened for each distinct Issuer who intends to use the Services. As part of your registration process, and in order to facilitate your continued access and use of the Services, you will need to provide us with certain Personal Information. JPP will only use your Personal Information for purposes of providing the Services to you and performing our obligations under this Agreement. By submitting any information to us pursuant to the registration process, you warrant that:
  1. the information you submit, including Personal Information is, and shall at all times remain accurate and complete; and
  2. you have been duly authorised to share such information with JPP.
2. If any of the information you provided during Account registration changes at any point while you are a User, you must promptly notify us by updating the information in your Account and/or contacting JPP support at support@jseprivateplacements.co.za
3. You must ensure that you only use your Account for the purpose of accessing and utilising the Services in accordance with the terms of this Agreement. You are responsible for keeping the user or login credentials (e.g. usernames, passwords or keys) for your Account and any Services you use (“Credentials”) secure. JPP is entitled to rely on any actions taken on your Account as having been done, or authorised to be done, by you and JPP will not be liable for any loss or damage which you may suffer due to unauthorised access to your Account.
4. We may request you to provide additional information in order to, amongst other things, confirm your identity and to help ensure the security of your Account and/or your Credentials. It is your responsibility to ensure that any additional information provided by you is accurate, complete, true and not misleading.
5. You will notify us immediately if you discover any actual, threatened or suspected unauthorised access or use of your Account or Credentials. If we have reason to believe your Account or the use of your Credentials have been compromised, we may suspend access to your Account or the Services until the security thereof has been validated.
Access Device
1. We will not be responsible for your inability to access the Services and/or Your Content (as defined in clause 9.1) due to limitations specific to your personal computers, mobile phones and other similar devices ("Access Device"). To access the Solution and the Services, you must have an Access Device which is able to connect to the Internet.
2. You, at your own cost, are responsible for obtaining and maintaining the Access Device, adequate and reliable internet access, and all information technology and telecommunication facilities, equipment, hardware, software, systems, and the like needed to access the Internet and to use the Services. We are not responsible for any Internet access charges, service provider charges and/or data usage charges. These charges must be paid by you or the owner of the Access Device.
Services
1. Subject to your compliance with the terms and conditions of this Agreement, you may access and use the Solution for the sole purposes of accessing the Services.
2. In using the Services, you agree to comply with all Applicable Laws, all instructions posted on www.jseprivateplacements.co.za or otherwise notified to you by or on behalf of JPP from time to time. You may also be required from time to time, to comply with additional terms applicable to your use of the Services and we will notify you accordingly before you become subject to such additional terms.
3. In relation to specific Services, we may, subject to our obligations under clause 19.1 require you to agree to additional terms from time to time, which terms will supplement and be deemed to be incorporated by reference in, and read with and as part of, this Agreement.
4. You agree that you and your agents, representatives, employees or personnel shall not, when accessing or using the Solution and/or the Services:
  1. perform any action that violates this Agreement;
  2. perform any action which is illegal, unlawful, fraudulent or violates or infringes any rights, title or interest (including, but not limited to, any Intellectual Property Rights) in or to the Solution and/or the Services;
  3. make alterations to, or modifications of, the whole or any part of the Solution, or permit the Solution or any part thereof to be combined with or become incorporated in, any other programs;
  4. damage, disable, overburden, impair, or gain unauthorised access to the Solution;
  5. seek to remove, obstruct, modify any copyright, trademark or other proprietary notice, terms of service, any links to or notices of those terms, or any confidentiality notices, included in or in relation to the Services, the Solution or any information contained in or made available on or through the Solution or in the performance of this Agreement by or on behalf of JPP or third party users of the Solution and the Services;
  6. use the Solution in a way that could damage, disable, overburden, impair or compromise our information technology systems or security or interfere with other Users;
  7. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Solution (or the technology and systems comprising the Solution) or make any attempt to do any such thing;
  8. use the Solution in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, (for example, by hacking into the Solution or information technology systems utilised by JPP, its service providers or licensors or other Users of the Solution);
  9. intentionally or negligently introduce, or permit the introduction of, any Destructive Code into the Solution or the devices, technology, services, data, storage media, programs and/or equipment used by JPP, its service providers or licensors or any other Users of the Solution. "Destructive Code" includes viruses, "Trojan horses", computer code, malware, ransomware, instructions, devices or other materials designed to disrupt, disable, harm or otherwise impede the operation of any devices, technology, services, data, storage media, programs, equipment or communications, or otherwise interfere with operations thereof;
  10. collect or harvest any information or data or attempt to decipher any transmissions from the servers or systems which run the Solution;
  11. infringe or misappropriate our Intellectual Property Rights or those of any third party (including, without limitation, our licensors and other Users of the Solution);
  12. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Solution and/or the Services;
  13. interfere with any other person's use and enjoyment of the Solution and or the Services;
  14. attempt to discover or reverse engineer the source code and other materials forming part of the technology used to provide, or forming part of, the Solution;
  15. record, process, or mine information about other Users; access, retrieve or index the Solution to construct or populate a searchable database; or use any robot, spider, site search or retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Solution or any content available on the Solution;
  16. submit false, inaccurate or misleading information on the Solution or conduct yourself in a false, inaccurate or misleading fashion or conduct fraudulent activities; or
  17. provide or otherwise make available the Solution, in whole or in part (including any object code) in any form to any person without our prior written consent, all of the above are referred to as the "Prohibited Conduct".
5. We reserve the right and we are allowed, to use technology and other means to monitor that you are complying with this Agreement.
6. You must ensure that any of your agents, representatives, employees or personnel who make use of the Solution do not commit or permit any Prohibited Conduct.
7. All acts and omissions of your agents, representatives, employees or personnel who make use of the Solution, or access the Solution shall be treated as, and also be deemed to be, your acts and omissions. We can hold you liable and responsible for these acts and omissions.

Support Services

All support queries shall be addressed as follows:

Description	Contact
Unavailability of Solution	support@jseprivateplacements.co.za
Specific functionality or feature is not available	support@jseprivateplacements.co.za
Potential performance issues/failures in specific functionality	support@jseprivateplacements.co.za
Cosmetic issues, intermittent failures with minimal impact	support@jseprivateplacements.co.za

Your interactions with third parties on the Solution
1. As far as Applicable Law allows, JPP shall not be liable for your interactions with any organisations and/or individuals (including other Users, whether Issuers or Investors) on or in relation to the Solution or the Services. This includes, but is not limited to:
  1. the completeness and accuracy of the information relating to investment products or any other product(s) profiled on the Solution;
  2. the detail and accuracy of information relating to other Users reflected on the Solution;
  3. any Documentation made available on the Solution by Users, whether Issuers or Investors; and
  4. any other terms, conditions, warranties or representations associated with any interaction you may have with other organisations, individuals and/or other Users. These dealings are solely between you and such organisations, individuals and/or other Users.
2. As far as Applicable Law allows, JPP shall not be responsible or liable for any loss or damage of any sort incurred as the result of any of your dealings or interactions with third parties on the Solution. In the event that you have a dispute with one or more other Users of the Solution, as far as Applicable Law allows, you hereby release JPP and its affiliates, their respective officers, employees, agents and successors from any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or your use of the Solution or the Services.
3. You hereby grant us an irrevocable, non-exclusive, royalty-free, fully paid-up and worldwide right and licence to use, store, modify, reproduce, adapt, communicate, transmit, publish or display, Your Content and to create derivative works of Your Content, without attribution for the purposes of operating, providing, supporting, improving or developing the Services, including developing any new features. This clause shall survive the termination of this Agreement for any reason whatsoever.
4. The investment profiles and Documentation on the Solution are provided by the Issuer (or person with authority). JPP cannot and does not warrant that the investment profiles and Documentation provided by [an Issuers on the Solution is accurate. JPP will have no responsibility whatsoever for the content of any Documentation made available by another User on the Solution. You will direct any complaints or queries regarding any Documentation to the relevant User and not to JPP.
Your Content
1. To the extent that the Services (or any part thereof) permit you to post or store content, links, Documentation or other information (“Your Content”) in or on the Solution, you will not (and you will not allow any other person to) post, store, upload, transmit, distribute, publish or otherwise disclose through the Services any content that violates the restrictions set forth in clause 6.4, and you will ensure that you have all necessary rights to make Your Content available in accordance with the terms of this Agreement.
2. Any suggestions, comments, ideas or other feedback provided by you or any of your employees, contractors, or agents to JPP in respect of the Services, the Solution or JPP, may be used by JPP as it sees fit (including by exploiting, distributing, or otherwise disclosing the same), without any obligation, compensation or restriction of any kind.
3. JPP reserves the right, at any time, to refuse, block, suspend or remove any of Your Content that it determines (in its discretion) either:
  1. violates its terms and conditions or any JPP policies, or
  2. is in breach of any contractual obligations or Applicable Laws, or
  3. would reasonably be expected to be threatening to or cause offence to any person or group regardless of intent, or
  4. is in any way discriminatory, defamatory, obscene or offensive.
Fees
1. You agree that the pricing terms for your access to, and use of the Services, will be set in accordance with the subscription offered by JPP and selected by you. The subscription may be terminated and/or changed by you, and JPP may terminate or change the terms of the subscription plan, including the pricing terms, in accordance with the terms and conditions set forth in the subscription.
2. Payment due by an Issuer shall be made in two tranches, as follows:
  1. a fixed fee as notified by JPP in writing to an Issuer on JPP's confirmation that the Issuer's documents have been uploaded onto the Solution, in its sole discretion, for upload on the Management Console; and
  2. a fund raising fee once a placement is complete [as confirmed by JPP], based on a sliding scale [available on the website].
3. All payments must be made by [EFT] via [an authorized JPP payment processor] in the currency [as set forth in the subscription].
4. The fees for the Services are stated exclusive of taxes. If any taxes are properly chargeable on any provision of the Services under this Agreement, you shall pay us, in addition to the fees for the Services, an amount equal to the amount of the applicable taxes against delivery of an invoice that is appropriate and valid under the applicable tax rules. The Parties shall cooperate to minimise any taxes due in relation to this Agreement to the extent legally permitted.
Intellectual Property
1. All rights, title, and interest, including Intellectual Property Rights, in and to the Services and the Solution and any and all materials made available by or on behalf of JPP in the context of the Services, shall remain vested in JPP, its affiliates or its or their third party licensors.
2. You are granted a limited licence to use the Solution and the Services and any such aforementioned information and materials for the sole purposes of using the Services and the Solution in accordance with the terms and conditions of this Agreement.
3. JPP is entitled to take all and any steps necessary, including the institution of legal proceedings, to protect any Intellectual Property Rights residing in or emanating from the Solution and/or the Services, including any Intellectual Property Rights non-exclusively licensed to JPP by you, without notice to or permission from you
4. You hereby irrevocably assign, cede, transfer and make over to JPP all of the rights, title, ownership and interests (including the Intellectual Property Rights) which JPP (or its third party licensors) may have or hold as at the effective date of this Agreement or at any time thereafter, in or to or related to the Services, the Solution or any part thereof, including in relation to any enhancements or new features incorporated in to the Solution and/or the Services (or any part thereof). JPP hereby accepts such cession, assignment, transfer and making over.
Disclaimer
1. As far as Applicable Law allows, the Services are provided on an "as-is" and "as available" basis and without warranties of any kind, either expressed or implied. To the fullest extent permissible under Applicable Laws, JPP makes no representations or warranties, express or implied, including without limitation any representations and warranties of completeness, merchantability, timeliness, fitness for a particular purpose, freedom from any computer virus / harmful component, Destructive Code or non-infringement, the operation, integrity, compatibility, availability or functionality of the Solution; or that the Solution and accordingly the content thereon will be available or accessible at all times, be uninterrupted, timely, error-free, secure or free from Destructive Code, or meet your individual requirements.
2. In no event will JPP nor any of its affiliates (including but not limited to JSE Limited) or its representatives be liable for any liabilities of any kind whatsoever suffered by you or to any third party directly or indirectly from any downtime or any use of or defect in the Solution or any Services or any information contained on the Solution or any unavailability or malfunction of the Solution or the Services. You acknowledge that in entering into this Agreement, you are not relying on (and JPP will not have any liability for) any pre-contractual statement.
3. As far as Applicable Law allows, neither JPP, nor any of its affiliates (including but not limited to JSE Limited) or licensors shall be liable for any damages that may result from your registration for, and use of, the Solution and/or the Services, including, but not limited to, any damages or loss resulting from:
  1. any interruption, failure, delay or cessation of transmission to or from the Solution;
  2. any claims by another User against you;
  3. any Destructive Code that may be transmitted to or through the Solution;
  4. any defect, failure, fault and/or delay in connectivity to the internet;
  5. any data loss that you suffer;
  6. any unauthorised access to, interception of or manipulation of electronic communications, including by computer programs used to access personal information and/or the transmission of Destructive Code; and/or
  7. your reliance on any information provided through the Solution, including, but not limited to, Documentation and other information provided by other Users.
4. The Solution may include access to features offered by independent third party websites ("Third Party Sites"). Third Party Sites are not under the control of JPP and we are not responsible for and do not endorse their content, privacy policies or other policies. You are required to make your own independent judgment regarding your interaction with any Third Party Sites and must familiarise yourself with their terms and conditions and privacy policy. As far as Applicable Law allows, neither JPP, nor any of its affiliates (including but not limited to JSE Limited) shall be liable for any damages or loss that may result from your registration for, and use of, Third Party Sites.
5. Should the Solution or any part thereof, require downtime for scheduled or unscheduled maintenance, or should there be problems with the functionality of the Solution in the ordinary course of use, then JPP will use commercially reasonable efforts to restore the functionality of the Solution. During this time, JPP may communicate with you by email, text message or via the Solution] in order to provide you with updates regarding the restoration of the Solution's functionality.
Indemnification
1. As far as Applicable Law allows, you indemnify JPP, its affiliates (including but not limited to JSE Limited) and licensors, and agree to hold us harmless from and against any and all loss, liability, costs or damages which we may suffer as a result of:
  1. you infringing on or misusing any person's rights, including Intellectual Property Rights;
  2. you, your agents, representatives, employees or personnel breaching any Applicable Laws, including but not limited to, any Filings or Corporate Requirements;
  3. you, your agents, representatives, employees or personnel failing to comply with the terms of this Agreement;
  4. any deliberate or unlawful act that you, your agents, representatives, employees or personnel commit, or your or their unlawful failure to act; and
  5. any interaction between you, agents, representatives, employees or personnel and other Users.
Limitation of Liability
1. Subject to clause 14.2, in no event will we be liable to you, whether for breach of contract, delict, negligence, strict liability, or on the basis of any other legal theory, for: (a) any loss of profits, loss of revenues, loss of anticipated savings, loss of business opportunities, loss or corruption of data, computer failure or malfunction, business interruption, reputational damages or loss of goodwill, or any special, indirect, incidental, or consequential damages of any kind, or (b) any damages which, in the aggregate, exceed the fees received by JPP from the User in respect of the Service in the preceding 12 months. In each case, even if we have been advised of the possibility of such loss or damages and whether or not such loss or damages are foreseeable or we were advised of the possibility of such damages.
2. Nothing in this Agreement shall operate to exclude or restrict our liability towards you arising from our wilful misconduct, our gross negligence, our fraud or fraudulent misrepresentation, or which liability cannot lawfully be excluded or limited under Applicable Law.
Compliance with laws
1. In relation to the execution, performance and delivery of this Agreement, you will (and you will ensure that your employees, directors, officers, agents and other representatives will) comply with:
2. any and all Filings;
3. applicable Corporate Requirements;
4. Applicable Laws prohibiting bribery and corruption;
5. Applicable Laws prohibiting tax evasion and the facilitation thereof;
6. Applicable Know Your Client (KYC) laws; and
7. applicable sanctions laws (including without limitation those imposed by the United Nations, United States, European Union, and any other territory with jurisdiction over the Parties).
Privacy Policy: General
You agree to our Privacy Policy, a copy which is available at www.jseprivateplacements.co.za/privacy-policy which sets out what we will do with any "Personal Information" we collect from or about you, or that you provide to us when you use the Solution, which Privacy Policy forms part of this Agreement.
Confidentiality
1. Communications between you and us, whether through the Services or otherwise, may contain our Confidential Information. You may only use our Confidential Information for purposes of, and in accordance with, this Agreement. You will take all reasonable measures to protect our Confidential Information against unauthorised disclosure to, or access by, third parties, and in any event use the same standard of care in respect of that Confidential Information as you would use in respect of your own Confidential Information and never less than a reasonable standard of care. You will not disclose our Confidential Information to any third party without our prior written consent except to your directors, employees and agents insofar as they need to know the same for the purpose of performing this Agreement, provided that: (a) you will subject them to confidentiality restrictions which are no less restrictive than apply to you under this Agreement, and (b) you will be responsible for all their acts and omissions in using such information.
2. Our Confidential Information does not include information that you can demonstrate: (a) is independently developed by you, without recourse to our Confidential Information, (b) was rightfully given to you by a third party without confidentiality obligations, or (c) is or becomes public through no fault of you. You may disclose our Confidential Information when compelled to do so by Applicable Law or by any supervisory authority, provided that such disclosure will, if permitted by Applicable Law, be made after consultation with us and after taking into account our reasonable requirements as to the timing, contents and manner of disclosure.
Term and Termination
1. You may end this Agreement without reason, on 30 days prior written notice to JPP.
2. We reserve the right at any time and for any reason to terminate this Agreement, the operation or availability of the Solution, or your right to use the Solution or any particular Service.
3. We may also immediately terminate this Agreement and your use of the Solution without notice:
  1. if you commit a breach of any of the terms contained in this Agreement;
  2. where we must do so to comply with Applicable Law or to avoid breaching another person's rights;
  3. where a court or Regulator tells us to do so; or
  4. if any provision of this Agreement, or any part of a provision, becomes unenforceable, illegal or invalid.
4. In each event that we are entitled to terminate this Agreement pursuant to clause 18.3, we may, in our sole discretion, elect to suspend our performance of Services or your access to the Services in whole or in part until such time as the cause for termination has been remedied. We may also suspend any access by or on behalf of you to the Services, in whole or in part, if, in our reasonable opinion, there is (any risk of) a security breach or the Services are used in a manner that violates the requirements under this Agreement or Applicable Law.
5. On termination or expiry of this Agreement for any reason whatsoever:
  1. any Fees already paid to JPP as at the date of termination shall not be refunded; and
  2. all licenses and rights granted to you under this Agreement will also terminate and you must cease using the Services, and destroy, and permanently erase from all Access Devices and systems you directly or indirectly control all copies of any of our Confidential Information and Personal Information, provided that you may retain such copies of the aforementioned information and data as is required to comply with your mandatory obligations under Applicable Law.
6. The expiration or termination of this Agreement:
  1. shall be without prejudice to any rights or remedies of JPP under or in connection therewith and will not affect any accrued rights of JPP or liabilities of the User at the date of termination or due to be observed or performed by the User thereafter, including without limitation the User's obligation to pay any accrued fees; and
  2. shall not affect such of the provisions of this Agreement which are expressly provided to operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the relevant provisions themselves do not provide for this.
Changes to this Agreement
1. JPP may, at any time, amend the terms of this Agreement and will inform you of the changes. Without limiting the ways in which we may inform you of any changes to the terms of this Agreement, we may notify you either by e-mail, via the Website or via the Solution. You are advised to review the terms of this Agreement at regular intervals in order to ensure that you are satisfied with any amendments to the terms of this Agreement. In the event that you disagree with any amendments to the terms of this Agreement, you must immediately cease all use of the Solution.
2. We may, in our sole discretion, from time to time, change, vary or amend the form, appearance, functionality and content of the Solution for any reason whatsoever, including but not limited to, a change in regulatory requirements which JPP and/or the Solution is required to comply with. Any such change may result in the addition or removal of functionality and features from the Solution.
3. Your subscription to the Services shall not be subject to any delivery by us or our third party service providers or licensors, of any functionality or feature and it shall not be dependent on any comments made by JPP, whether orally or in writing, public or private, regarding any functionality or feature.
Force Majeure
We will not be liable for any losses, liabilities, costs or expenses as a result of or in connection with any failure, interruption or delay in performance of any of our obligations resulting from acts, events or circumstances not reasonably in our control, including but not limited to acts of war or terrorism, acts of god, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities, breakdown, failure or malfunction of any telecommunications, electronic or computer services, networks, blockchain system (or the operation, workings, omissions, code errors, governance, flaws of or forks in any blockchain system, or any smart contract connected with such blockchain system), platforms and systems, or the failure by any relevant intermediate broker or agent, any blockchain system, agent or principal of ourselves, custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations, the application of any law, rule or regulation, changes in Applicable Law, or any interpretation or change in interpretation of Applicable Laws, and/or any delays or failure by any third party provider to comply with their obligations. The matters referred to in this clause are collectively referred to as "Force Majeure".
Governing law
1. This Agreement is governed by, and shall be interpreted in accordance with, the laws of the Republic of South Africa.
2. By using the Solution, you consent and submit to the exclusive jurisdiction of the courts of the Republic of South Africa.
Miscellaneous
1. You may not transfer, cede, delegate or assign this Agreement and any rights and obligations granted to you hereunder.
2. You agree that we may, at any time, transfer, cede, delegate or assign any or all of our rights and obligations under this Agreement and that we may do so without your consent. We may sub-contract our obligations without your consent and we do not have to inform you if we subcontract any of our obligations.
3. This Agreement shall apply for the benefit of and be binding upon each Party's successors and permitted assigns.
4. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision
5. This Agreement makes up the whole agreement between you and us relating to the Solution. As far as Applicable Law allows, and except as we may both otherwise agree in terms of a written agreement between us, neither you nor we are legally obliged to comply with any term, condition, undertaking, representation, or promise relating to the Solution that is not written in this Agreement.
6. Each provision of this Agreement, and each part of any provision, is removable and detachable from the others. As far as Applicable Law allows, if any provision of this Agreement, or part of a provision, becomes unenforceable, illegal or invalid, it must be treated as if it was not included in this Agreement. The rest of this Agreement will still be valid and enforceable.
7. In this Agreement, headings are for convenience and not to be used in interpreting this Agreement, and unless expressly stated otherwise or otherwise required by the context:
  1. references to the singular includes the plural and vice versa;
  2. words in any particular gender include the other genders (male, female and neutral). Reference to a neutral gender (for example 'they' or 'it') include all genders.
  3. words or expressions that are defined or capitalised in this Agreement shall have the same meaning wherever used in this Agreement;
  4. the word ‘including’ or 'include' or 'includes' must not be interpreted as limited to the list following the word or excluding other items from a list following the word. The word:
    1. 'including' means 'including but not limited to';
    2. 'include' means 'include but is not limited to'; and
    3. 'includes' means 'includes but is not limited to'.
  5. where any number of days is given, those days are counted to exclude the first day but include the last day.
8. You may contact JPP at any time at the details set out below:
  - Main business: support@jseprivateplacements.co.za
  - Official e-mail address: jpp_info@jse.co.za or jpp_legal@jse.co.za
  - Telephone number: +27 11 520 7000
  - Address for the receipt of legal service: One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196, Republic of South Africa. E-mail: jpp_legal@jse.co.za