1. These Terms and Conditions (Agreement) govern the use of www.nativegenetics.co.za, related mobi-sites and software applications (the Website) which is owned and operated by Native Genetics.
   
   
2. The Members area on the Native Genetics website is restricted, members are validated based on the particulars provided, which are supplied as part of the membership application.
   • Native Genetics members area is a private plant medicine platform that enables Members to enter into an agreement with Native Genetics for the purposes of cultivating plants on defined land spaces, in defined areas with assigned community farmers.
   • These farmers will grow and harvest supportive plant medicines on behalf of the Member.
   • Native Genetics will assess and grade the efforts of the farmer as part of our research programme for social and economic inclusion, also to aid in progressive policy reform and governance. Members will have access to these plant materials which have been assessed and graded by Native Genetics for and on behalf its members. Native Genetics presents a platform for our members to provide information and contribute toward the improvement of the lives of these farming & religious communities and directly improve the plant medicines which they use.
     
     
3. By registering on the Website and/or accessing the Website and/or using the Website, the Member hereby agrees to be legally bound by this Agreement.
   
   
4. This Agreement applies to Members who are consumers for purposes of the Consumer Protection Act, 68 of 2008 (the CPA).
   
   
5. This Agreement contains provisions that appear in similar text and style which:
   • may limit the risk or liability of Native Genetics or a third party;
   • may create risk or liability for the Member;
   • may compel the user to indemnify Native Genetics or a third party; and/or
   • serves as an acknowledgement, by the Member, of a fact.
6. If the Member does not understand this Agreement, it is its responsibility to ask Native Genetics senior administrators to explain before acceptance of the Agreement or continue using the Website.
   
   
7. This Agreement is not intended or understood to unlawfully restrict, limit or avoid any right or obligation, as the case may be, created for either the Member or Native Genetics in terms of the CPA.
   
   
8. The Member must not use the Website if he/she does not agree with the terms and conditions contained herein.
   
   
9. Native Genetics and the Member (collectively referred to as the Parties) accordingly agree as set out herein.

This Agreement shall commence on the date the Member registers on the website, alternatively uses or accesses the Website, thereby accepting the terms and conditions contained herein.

1. Native Genetics as part of its research programme for social and economic inclusion, to aid rural communities in being able to participate in the commercial agriculture and plant medicine sectors. Native Genetics supports rural communities by donating seed genetics for cultivation, it also provides cultivation training and skills. To aid rural farmers in being able to understand commercial operating procedures and standards, as well as farm and crop management principles.  These farmers are supported by Non-Profit & Non-Governmental organisations and agricultural specialists as part of our Rural agricultural mobilisation strategy. Native Genetics evaluates and assesses the cultivation and harvesting process (the “Services“).
   
   These services are extended to our Native Genetics members and will be overseen by our community agricultural leaders.
   
   
2. Upon the conclusion of an agreement between the Member and Native Genetics for the provision of Services, Native Genetics will donate on behalf of the member seed genetics to be cultivated by the appointed farmer.
   
   
3. Once the seeds are distributed to the farmers, each Member is appointed a farmer, Which cultivates plant materials in a demarcated areas within which the plant is grown, dried and cured on the Member’s behalf.
   
   
4. The Client acknowledges that he/she has a limited visitation right to the farmers facilities, and supervised visitation thereto must be pre-arranged with Native Genetics. The Member further undertakes to abide by the visitation safety and security regulations stipulated by Native Genetics.
   
   
5. Each Member shall only be entitled to request the Service, and Native Genetics shall only be obliged to provide such Services, for a maximum of 4 (four) Cannabis plants, for each of the subscription models selected by the Member, at any one time.
   
   
6. Once the Farmer has completed the drying and curing process, the Member shall be advised that their plant materials and/or product/s is ready for collection. Collezction will then be arranged between the Parties.
   
   
7. The Member shall at particular harvest times have access to harvested plants and related materials. This forms part of Native Genetics research programme, members will not be required to pay any fees toward the cost of seeds or cultivation materials. These costs are subsidised as part of the R&D programme. 
   
   
8. All costs related to the members fees and all costs from seed to sale pertaining to the final product/s being accessible to our members through the Native Genetics website, is calculated at a nominal rate to our members, and is based on the grading and assessment of each plant or the related materials.
   
   
9. Only plants, related materials and/or products which have passed internal assessments will be accessible to our Native Genetics members. We have selected communities and developed relationships with indigenous leaders and healers, which have historically been cultivating these plants for generations, which subscribe to ethical, sustainable agricultural practices and natural cultivation methodology. We have assessed the communities participating in our programme, as producing as close to commercially acceptable plant and/or plant materials. Through these relationships we have selected communities most in need, to assist them in being able to participate in the commercial sectors. Regulations continue to exclude and remain restrictive for these communities to benefit from the advancement of the new policies and regulations. Through Native Genetics and the support of its members we seek to change this. In turn our members are able to contribute toward the upliftment of these communities and access high quality plants and products.
   
   

We intend using the research data and progress reports to aid other agricultural and rural communities in this country.

1. To register as a Member, the Member must provide a unique username and password (Credentials) and provide certain information and personal details to Native Genetics.
   
   
2. A Member can only use the Members area of the Website upon registration with Native Genetics. The Members Credentials will be needed to use and access this area of the Website.
   
   
3. The Member hereby agrees that once the correct Credentials to the Member account have been entered, irrespective of whether the use of the Credentials is unauthorized or fraudulent, the Member will be liable for payment of such order, save where the order is cancelled by the Member in accordance with this Agreement.
   
   
4. The Member hereby agrees to notify Native Genetics immediately upon becoming aware of or reasonably suspecting any unauthorized access to or use of the Members Credentials and to take reasonable and necessary steps to mitigate any resultant loss or harm.
   
   
5. Native Genetics reserves its right to terminate unconfirmed and/or inactive accounts. In addition, Native Genetics reserves its sole and absolute discretion to refuse or to terminate all or part of its services to the Member for any reason whatsoever.
   
   
6. Native Genetics may in its sole discretion terminate, suspend and modify the Website, with or without notice to the Member. The Member hereby agrees that Native Genetics will not be liable to the Member in the event that it chooses to suspend, modify or terminate the Website other than for processing any orders made by the Member prior to such time, to the extent possible.

1. The Member may place orders, which Native Genetics may accept or reject depending on circumstances including but not limited to Native Genetics capacity and non-compliance with any term of this Agreement.
   
   
2. Native Genetics may accept an order depending on the availability of growing spaces, correctness of the information relating to the member and/or the Cannabis seed, listed price and receipt of payment and/or payment authorisation by Native Genetics for any order.
   
   
3. An agreement between Native Genetics and the Member shall only come into effect upon Native Genetics acceptance of the membership application.
   
   
4. Prior to delivery of a plants, plant materials and medicine products, the Member may cancel an order at any time provided he/she does so before Native Genetics receives a notice to dispatch or deliver the product.
   
   
5. The product agreement concluded on acceptance of the Members order is solely between Native Genetics and the Member. 

1. The Member shall be sponsored the annual subscription fee of R1000.00.  Valid for 12 months by Native Genetics from the date of application approval. The membership can be terminated at any time, with a written submission by the Member to Native Genetics enquiries.
   
   
2. The membership fee is recouped from contributions made by the Member toward harvested plant and products at the end of each season.
   • All costs pertaining to final and finished products i.e from seed to sale are funded by the total number of active members in Native Genetics and calculated into the final price of the products. In this way each member cross subsidises another, the larger the community of active members, the lower the cost of products become for all active members. Members which are more active than others will be incentivised with discounted prices, free give-aways, exclusive offers and health treatments. 
   • The member account will be terminated for non-use after 6 months. If the Member chooses to reinstate their membership thereafter or within the 1^st year they will be charged R250.00 reinstatement fee. After the 1^st year, member reinstatement, will be considered a new application and will require the member to pay the applicable fees (if any) at that time.
   • An active member is one that provides comments and feedback on the products acquired through the platform. Participates in Native Genetics research and development programmes. Contributes monthly minimum of R200.00 toward products on offer exclusively to Native Genetics Members.
   • Native Genetics membership fees are subsidised each season for the 1^st year of membership. Native Genetics has 4 (four) cultivation seasons per year, which cost R250.00 per person/ per season.  The First (1) (one) year free membership will commence from the date of approval of the membership application.  The Annual membership fee is R1000.00. Dependent on the number of members acquired in the 1^st year, Native Genetics will review members fees and will consider continued subsidy of these Member fees after the 1^st year.
   • Members will be notified via email or text message if any fees will be payable in respect of continued membership after the 1^st year. Members will have the opportunity 2 (two) months prior to the 1^st year membership ending to terminate their membership.
   • If the notice of the membership termination is not received, it is assumed that membership will continue, and any fees would be payable for the continuation of the membership as per the notification sent previously of the applicable fees after the 1st year.
   • Any members choosing to terminate their membership within or after the 1^st year, will lose any subsidies, incentives and will be expected to pay any fees applicable at the time of application.
     
     
3. The Member shall pay the Membership Fee into Native Genetics bank account.
4. Native Genetics is committed to providing secure online payment facilities. All transactions are encrypted using appropriate encryption technology.
   
   
5. Payment shall be made by the Member to Native Genetics by direct bank deposit, instant electronic funds transfer (EFT). In such cases, the Website may not process the transaction, and Native Genetics shall be entitled to withhold any services including delivery of any Plant Materials and or products, until such time as the additional information is provided and authorisation is obtained by Native Genetics for the amounts. If such authorisation is not received, the order will be cancelled.
   
   
6. Once the Member has selected a payment method, save for direct bank deposit, the Member will be directed to a link to a secure site for payment of the applicable purchase price for the Cannabis plants.

1. Native Geneitcs will offer delivery of the plant materials and products by courier directly to the Members home, office, or affiliated Native Genetics social club anywhere in South Africa. All delivery and tracking details including any special delivery charges of the order will be supplied to the Member after checkout of the order.
   
   
2. Plant materials and product charges are not included in the Membership Fee, and will be billed additionally to the product price.
   
   
3. In the case where the Website accepts the Members order, Native Genetics will deliver the Plant Material or products to the Member as soon as reasonably possible (Delivery Period).
   
   
4. To deliver the plant material or products as per the Delivery Period, or at all. The Member may, within 14 days of receiving the notification elect whether or not to cancel the order. Should the Member elect to cancel the order, Native Genetics shall reimburse the Member all amounts paid by the Member for the specific order within 14 days of such cancellation, subject to compliance with any applicable cancellation policies and procedures applicable from time to time. 
   
   
5. Prior to delivery, the Member will receive an email notification confirming delivery at an address nominated by the Member. Should the Member fail to respond to the email notification, Native Genetics will assume that no change in address has been made and Native Genetics will deliver to the address nominated by the Member.
   
   
6. Native Genetics obligation to deliver the plant material and/or products to the Member is fulfilled upon delivery to the physical address nominated by the Member for delivery. Native Genetics is not responsible for any loss or unauthorised use of the product/s that has been delivered to the physical address nominated by the Member.
   
   
7. Should the Member provide Native Genetics with incorrect address details for the delivery, the Member will be liable for a double fee payable to the courier service which will be debited from the Members account.

1. Native Genetics shall take all reasonable steps to ensure that plant materials and/or products are delivered without any defects and in suitable packaging.
   
   
2. Should the Member receive Cannabis plants which turn out to be defective or otherwise of poor quality, the Member shall notify Native Genetics within a reasonable period after he/she becomes aware of the defect or poor quality, but in any event within 5 (five) days after delivery. Importantly, such defects shall relate only to the Services rendered in respect of the Plant Materials and/or Products. Native Genetics will accept limited liability in respect of the quality of plant and/or agricultural material or produce. This is an agricultural product and is susceptible to uncontrollable environmental conditions.  Should the member/s be dissatisfied with particular plant material and/or products Native Genetics will take reasonable to steps to assist the member in acquiring products or plant materials which are better suited for their purposes.

1. The Member undertakes that it shall not:
   • breach or circumvent any laws, third party rights or Native Genetic policies;
   • fail to pay for the Services provided by Native Genetics in respect of the Member’s plant materials and/or products;
   • transfer its account including the Credentials on the Website to another Member without the Websites consent; and
   • infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights that belongs to or are licensed to the Website or another user registered on the Website.
     
     
2. Native Genetics undertakes that it shall:
   • not to sell or make the Members personal information available to any third party other than as provided in this Agreement;
   • provide secure online payment facilities encrypted using the appropriate encryption technology; and
   • take reasonable steps to ensure that the Website reflects the accurate description, availability, purchase price and delivery charges of any Cannabis related services.

1. The use of the Website is entirely at the Members own risk and the Member assumes full responsibility for any risk or loss resulting from the use of the Website or reliance on any information on the Website.
   
   
2. Native Genetics cannot be held liable for any inaccurate information published on the Website and/or any incorrect prices displayed on the Website, save where such liability arises from the gross negligence or wilful misconduct of Native Genetics, its employees, agents or authorised representatives. The Member is encouraged to contact Native Genetics to report any possible malfunctions or errors by way of the Website contact us page.
   
   
3. Native Genetics shall not be liable for any direct, indirect, incidental, special or consequential loss or damages which might arise from the Members use of, or reliance upon, the Website or the content contained in the Website, or the Members inability to use the Website, and/or unlawful activity on the Website and/or any linked third party website.
   
   
4. The Website disclaims liability for any damage, loss or expenses, whether direct, indirect or consequential in nature, arising out of or in connection with the Members access to or use of the Website and/or any content therein unless otherwise provided by law.
   
   
5. The Member hereby indemnifies Native Genetics, its employees, agents and authorised representatives and holds any and all of them harmless against any claim, charge or criminal prosecution which may arise as a result of the Member utilising the Website to deal or trade in or distribute or acquire any illegal substance or product, and Native Genetics shall not be in any way responsible for any legal action or criminal prosecution which a Member may face as a result of any misuse of the Website.
   
   
6. Whilst Native Genetics shall do all things reasonably necessary to protect the Members rights to privacy, including compliance with all applicable local laws, Native Genetics cannot guarantee or accept any liability whatsoever for unauthorised or unlawful disclosure of the Members personal information, whilst in Native Genetics possession, made by third parties who are not subject to the Websites control, unless such disclosure is as a result of the gross negligence or wilful misconduct of Native Genetics, its employees, agents or authorised representatives. Native Genetics has taken all data safety precautionary methods, compliance and protocols into consideration to ensure the safety our Members information.
   
   
7. Should the Member disclose his/her personal information to a third party, such as an entity which operates a website linked to the Website or anyone other than this Website, Native Genetics shall not be liable for any loss or damage, howsoever arising, suffered by the Member as a result of the disclosure of such information to the third party. Native Genetics cannot regulate or control how the third party uses the Members personal information, and as such the Member should ensure that he/she reads the privacy policy of any third party.

1. By using the Website, the Member warrants that he/she is 21 (twenty one) years of age or older and of full legal capacity. Should the Member be under the age of 21 (twenty one) or not legally permitted to enter into a binding agreement, then the Member may only use the Website only with supervision of a parent or legal guardian. If the parent or legal guardian supervises the Member and gives his/her consent, then such person agrees to be bound to this Agreement and to be liable and responsible for the Member and all of the Members obligations under this Agreement.
   
   
2. The Member agrees that it is making use of the Website at its own risk, and that the Website is provided to the Member on an as is and as available basis.
   
   
3. The Member agrees that the Website cannot guarantee a continuous operation of or access to services on the Website. Functionality of listings and promotions may not occur in real time and such functionality is subject to delays beyond Native Genetics control.
   
   
4. The Member hereby indemnifies Native Genetics against any loss, claim or damage which may be suffered by the Member or any third party arising in any way from the Members use of the Website and/or any linked third-party website.
   
   
5. The Website itself and all information provided on the Website is provided as is without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, completeness, or noninfringement, as may be allowed in law
   
   
6. In addition to the limitation of liability and disclaimers contained in this Agreement, Native Genetics also makes no warranty or representation, whether express or implied, that the information or files available on the Website are free of viruses, spyware, malware, trojans, destructive materials or any other data or code which is able to corrupt, destroy, compromise, disrupt, disable, harm, jeopardise or otherwise impede in any manner the operation, stability, security functionality or content of the Members computer system, computer network, hardware or software in any way. The Member accepts all risk associated with the existence of such viruses, destructive materials or any other data or code which is able to corrupt, compromise, jeopardise, disrupt, disable, harm or otherwise impede in any manner the operation or content of a computer system, computer network, any handset or mobile device or the Members hardware or software, save where such risks arise due to the gross negligence or wilful misconduct of Native Genetics, its employees, agents or authorised representatives. The Website thus disclaims all liability for any damage, loss or liability of any nature whatsoever arising out of or in connection with the Members access to or use of the Website.
   
   
7. In respect of all obligations and liabilities which arise in respect of this Agreement entered into by and between Native Genetics and the Member, the Member hereby irrevocably and unconditionally accepts and undertakes all such obligations and liabilities, and hereby indemnifies Native Genetics including its employees, directors, agents and/or sponsors  in respect of any claim, action, damage, loss, liability, cost or expense which the Member may pay, suffer, incur, or be liable for, as a result of any claim by any person in connection with the Website or provision of the Services by Native Genetics through the Website, due to any actions or omissions of the Member, or any of its staff, contractors, agents, representatives or appointees, whether wilful or negligent.
8. Native Genetics endeavours to provide accurate and up-to-date information on the Website. However, Native Genetics cannot be held responsible and liable for any errors, inaccuracies damage caused as a result of the use of, inability to use the Website.
   
   
9. The Members indemnification of Native Genetics shall cover all legal actions, suits, proceedings, claims, demands, costs and expenses whatsoever, which may be brought against Native Genetics or incurred or become due and payable by Native Genetics arising from or in respect of Services rendered in respect of the plant materials and products on the Website, including but not limited to, any claims arising out of the Services provided by Native Genetics to the Member.
   
   
10. The Website disclaims liability for any damage, loss or expenses, whether direct or indirect or consequential in nature, arising out of or in connection with the Members access to or use of the Website and/or any content therein.
    
    
11. For the avoidance of doubt, the Member indemnifies Native Genetics and holds it harmless for any and all damages or loss (including but not limited to loss of money, goods, goodwill or reputation) resulting directly or indirectly from:
    • from the Services provided via the Website;
    • the use of or inability to use the Website;
    • pricing, promotion, displaying or shipping on the Website;
    • delays or disruptions on the Website;
    • glitches, bugs, errors or inaccuracies of any kind on the Website; and
    • viruses or other malicious software obtained through the Website.

1. Native Genetics shall take all reasonable measures to protect the Members privacy as more fully set out below.
   
   
2. Upon registration on the Website, Native Genetics may require the Member to provide personal information which includes but is not limited to, name, surname, email address, physical address, gender, mobile number and date of birth.
   
   
3. Should the Members personal information change, he/she should inform Native Genetics via the Website and provide updates to the personal information as soon as reasonably possible to enable Native Genetics to update the personal information.
   
   
4. The Member may choose to provide additional personal information to Native Genetics, in which event the Member agrees to provide accurate and current information, and not to impersonate or misrepresent any person or entity or falsely state or otherwise misrepresent an affiliation with anyone or anything.
   
   
5. Native Genetics will not, without the Members express consent:
   • use the Members personal information for any purpose other than as set out below:12.5.1.1 in relation to the Services;
     • to contact the Member regarding current or new goods offered on the Website or;
     • any of Native Genetics divisions, affiliates and/or partners (to the extent that the Member has not opted out from receiving marketing material from Native Genetics);
     • to inform the Member of new features, special offers and promotional competitions offered by Native Genetics or any of its divisions, affiliates and/or partners (to the extent that the Member has not opted out from receiving marketing material from the Website); and
     • to improve the Websites functionality and the Members experience on the Website by, for example, monitoring the Members browsing habits, or tracking the Members activity; or

• • disclose the Members personal information to any third party other than as set out below:
    • to the Websites employees and/or third party service providers who assist Native Genetics to interact with the Member through the Website, email or any other method, for the requesting of the Services or when delivering the Cannabis plant to the Member;
    • to Native Genetics divisions, affiliates and/or partners (including their employees and/or third party service providers) in order for them to interact directly with the Member by email or any other method for purposes of sending the Member marketing material regarding any current or new offers by them (unless the Member has opted out from receiving marketing material from the Website);
    • to law enforcement, government officials, fraud detection agencies or other third parties when Native Genetics believes in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report or support the investigation into suspected illegal activity, or to investigate violations of this Agreement; and
    • to Native Genetics service providers (under contract with Native Genetics) who help with the parts of Native Genetics business operations (fraud prevention, marketing, technology services etc.). However, our contracts dictate that these service providers may only use the Members information in connection with the services they perform for the Website and not for their own benefit.
  • Native Genetics is entitled to use or disclose the Members personal information if such use or disclosure is required in order to comply with any applicable law, subpoena, order of court or legal process served on Native Genetics, or to protect and defend Native Genetics rights or property. In the event of a fraudulent online payment, Native Genetics is entitled to disclose relevant personal information for criminal investigation purposes or in line with any other legal obligation for disclosure of the personal information which may be required of it.
  • Native Genetics shall ensure that all of its employees, third party service providers, divisions, affiliates and partners (including their employees and third party service providers) having access to the Members personal information are bound by appropriate and legally binding confidentiality obligations in relations to the Members personal information.
  • Notwithstanding anything to the contrary, Native Genetics shall not retain the Members personal information longer than the period for which it was originally needed, unless the Website is required by law to do so, or the Member consents to the Website retaining such information for a longer period.

Native Genetics reserves its right to amend, update, change or replace any part of this Agreement and provisions contained herein at its sole and absolute discretion. Any amendment, update, change or replacement of this Agreement and provisions shall be delivered to the Member by way of email, and the continued use of and access of the Website following any amendment, update, change or replacement of provisions shall constitute acceptance of same.

1. Native Genetics will use reasonable endeavours to maintain the availability of the Website, except during scheduled maintenance periods, and is entitled to discontinue providing the Website services or any part thereof with or without notice to the Member.
   
   
2. Native Genetics may, in its sole and absolute discretion, terminate the Agreement if the Member fails to comply with any of the provisions contained herein.
   
   
3. The Member hereby agrees that Native Genetics will not be liable to the Member in the event that it chooses to suspend, modify or terminate the Website other than for processing any orders made by the Member prior to such time, to the extent possible.
   
   
4. Should the Member fail to comply with its obligations under this Agreement, including any incident involving payment of the purchase price of an order, this may lead to a suspension and/or termination of the Members access to the Website without any prejudice to any claim for damages or otherwise which Native Genetics may have against the Member.
   
   
5. Native Genetics is entitled, for purposes of preventing suspected fraud and/or where it suspects that the Member is abusing the Website and/or has created multiple user profiles to take advantage of a promotion intended by Native Genetics to be used once-off by the Member, to blacklist the Member on the Websites database (including suspending or terminating the Members access to the Website), refuse to accept or process payment on any order, and/or to cancel any order concluded between the Member and Native Genetics, in whole or in part, on notice to the Member. Native Genetics shall only be liable to refund the Member money already paid and accepts no other liability which may arise as a result of such blacklisting and/or refusal to process any order.
   
   
6. The Member may, at any time, choose to terminate use of the Website, with or without notice to Native Genetics.

Ownership and Copyright

The contents of the Website, including any material, information, data, software, icons, texts, graphics, lay-outs, images, sound clips, advertisements, video clips, trade names, logos, trade-marks, designs, service marks which are displayed on or incorporated on the Website (Website Content) are protected by law, including but not limited to copyright and trademark law. The Website Content is the property of Native Genetics, its advertisers and/or sponsors and/or licensed to Native Genetics.

Electronic Communications

The Member hereby agrees and consents to receiving communication from the Website or any of its divisions electronically in accordance with the privacy laws of South Africa.

Warrant of Authority

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

Implementation and Good Faith

The Parties undertake to do all such things, perform all such acts and take all steps or procure the doing of all such things, the performance of all such acts and the taking of all such steps, as may be necessary or incidental to give or be conducive to the giving of effect to the terms, conditions and import of this Agreement. The Parties shall at all times during the continuance of this Agreement observe the principles of good faith towards one another in the performance of their obligations in accordance with the terms of this Agreement. This implies that they shall (i) at all times during the term of this Agreement act reasonably, honestly and in good faith; (ii) perform their obligations arising from this Agreement diligently and with reasonable care; and (iii) make full disclosure to each other of any matter that may affect the execution of this Agreement.

Whole Agreement

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

Cession and Delegation

The Parties agree that neither Party shall be entitled to cede, in whole or in part, any of its rights, or sub-license, delegate or sub-contract, in whole or in part, any of its rights or obligations, arising from this Agreement without the prior written consent of the other Party.

Variation

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

Governing Law and Jurisdiction

The validity of this Agreement, its interpretation, the respective rights and obligations of the Parties and all other matters arising in any way out of it or its expiration or earlier termination for any reason shall be determined in accordance with the laws of South Africa. The Parties hereby consent to the adjudication of any dispute, to the degree that such dispute is not otherwise regulated in terms of this Agreement, by any South African court of competent jurisdiction; in accordance with, and in amplification of which, the Parties hereby specifically consent to the exclusive jurisdiction of such court. Nothing in this clause 13.8 or this Agreement limits the Members right to approach any court, tribunal or forum of competent jurisdiction in terms of the Consumer Protection Act, No. 68 of 2008.

Relaxation

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