General Terms and Conditions (GTC) - South Africa

Rev 20260728

1 DEFINITIONS AND INTERPRETATION

In these GTC:

1.1 clause headings are for reference purposes only and shall not influence the interpretation;

1.2 reference to one gender shall include the other genders;

1.3 reference to natural persons include juristic persons and vice versa;

1.4 reference to the singular shall include the plural and vice versa;

1.5 if any provision in a definition is a substantive provision conferring rights or imposing obligations on a Party, effect shall be given to it as if it were a substantive provision in the body of the Customer Agreement;

1.6 where figures are referred to in numerals and in words, if there is any conflict, the words shall prevail;

1.7 all annexures shall be deemed to be incorporated therein and shall form an integral part thereof;

1.8 expressions defined in the Customer Agreement shall bear the same meanings in annexures thereto;

1.9 reference to days, months or years shall be construed as Gregorian calendar days, months or years;

1.10 durations shall be reckoned exclusively of the first and inclusively of the last day;

1.11 All capitalised terms used herein shall have the following meanings ascribed to them:

1.11.1  “Business Day” means a day other than a Saturday or a Sunday or a day which from time to time is a proclaimed public holiday in the Republic of South Africa;

1.11.2 “Control” means:

1.11.2.1 legal or beneficial ownership, directly or indirectly, of more than 50% (fifty percent) of the share capital or other ownership interests of any person;

1.11.2.2 the ability, directly or indirectly, to appoint more than half of the board or other controlling body of any person; or

1.11.2.3 the ability, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise to direct or cause the direction of the management and policies of any person. A person shall be deemed to direct or cause the direction of the management and policies of a person if the consent or approval of such person is required with respect to all or substantially all material decisions,

and “Controls”, “Controlled” and “Controlling” shall be construed accordingly;

1.11.3 “Confidential Information” means any information or data which by its nature or content is identifiable as confidential and/or proprietary to a Party and/or any third party, or which is provided or disclosed in confidence; and which such Party or any person acting on its behalf may disclose or provide to it or which may come to the knowledge of such Party by whatsoever means, including all information relating to a Party's current and existing strategic objectives, its business activities, business relationships, technical, scientific, commercial, financial and market information and trade secrets, data concerning its architectural information, demonstrations, processes and machinery, all agreements to which it or its clients is/are a party; information relating to the Customer Agreement, any supply in terms thereof and information relating to a Party its clients and facilities ;

1.11.4 “Corrupt Act” means any offence in respect of corruption or corrupt activities contemplated in the Prevention and Combatting of Corrupt Activities Act, 2004 of South Africa and any such other anti-corruption legislation of any other jurisdiction that may be applicable to a Party, or performance under the Customer Agreement;

1.11.5 “Customer” means the customer as more fully described in the License Agreement or the License Agreement Renewal;

1.11.6 “Customer Agreement" means the agreement between the Customer and IQB consisting of the License Agreement, or any License Agreement Renewal, which incorporates the GTC and the STC by reference, as well as any applicable Order Forms, addendums, and attachments thereto;

1.11.7 “Customer Data” means all electronic data or information that Customer or any authorised user loads or enters into the Software and all results from processing such data;

1.11.8 “Data Protection Laws” means any applicable privacy and data protection laws as may be amended from time to time, including (i) POPIA; (ii) the European Union General Data Protection Regulation ((EU) 2016/679) (“GDPR”); and (iii) any other laws, or regulations enacted from time to time in South Africa or any other country applicable to the Parties relating to data protection, the use of information relating to individuals, the information rights of individuals and/or the processing of personal data;

1.11.9 “Fees” means the fees as set out in the License Agreement or License Agreement Renewal;

1.11.10 "GTC" means these General Terms and Conditions, which is incorporated into the License Agreement by reference;

1.11.11 “Intellectual Property” means all intellectual property rights, whether registered or unregistered in any jurisdiction, including but not limited to know-how, copyright, registered trademarks and applications therefor, registered designs and applications therefor, patents and applications therefor, and goodwill;

1.11.12 “IQB” means IQ Business (Pty) Ltd (“IQB”) a company with registration number 2000/004691/07;

1.11.13 “License Agreement” means the document entitled License Agreement executed between the Customer and IQB setting out the particulars of the Software, Fees and Subscription Period;

1.11.14 “License Agreement Renewal” means the document entitled License Agreement Renewal executed between the Customer and IQB setting out the particulars of the Software and Fees for the Subscription Renewal Period;

1.11.15 “Operator” has the meaning ascribed to it in Data Protection Laws;

1.11.16 "Order Form" means a document executed by the Parties, for an expansion or addition of existing Software;

1.11.17 “Parties” means the Customer and IQB who entered into the License Agreement or License Agreement Renewal, and “Party” means either of them;

1.11.18 “Personal Information or Data” has the meaning ascribed to it in terms of Data Protection Laws;

1.11.19 “POPIA” means the Protection of Personal Information Act No.4 of 2013;

1.11.20 “Responsible Party” has the meaning ascribed to it in Data Protection Laws;

1.11.21 “Sanctioned Entity” means a person (including a person Controlled by a person), country or territory (and including any resident of such country or territory) appearing on a sanctions list or is subject to sanctions of the (i) United Nations; (ii) European Union; (iii) Council of Europe (formed under the Treaty of London, 1946), (iv) government of the United States of America; (v) government of the United Kingdom; (vi) the Commonwealth of Australia, (vii) the government of the Republic of France, (viii) the government of Switzerland, or (ix) government of South Africa and any of their governmental authorities;

1.11.22 “STC” means the IQ Business Support Terms and Conditions;

1.11.23 “Subscription Period” has the meaning ascribed to it in the License Agreement; and

1.11.24 “Subscription Renewal Period” has the meaning ascribed to it in the License Agreement Renewal.

2 FEES AND PAYMENT TERMS

2.1 All Fees and any other amounts payable by the Customer to IQB shall be paid free from deduction or set-off for any reason whatsoever, in accordance with the terms as stipulated in the License Agreement or License Agreement Renewal.

2.2 In the event that the Customer defaults in making payment of the Fees or any other amount that is due and owing to IQB, in accordance with the terms as stipulated in the License Agreement or License Agreement Renewal, notwithstanding 10 (ten) days written notice to the Customer:

2.2.1 the full balance outstanding (whether due or not) will become due and payable; and

2.2.2 IQB may without prejudice to its rights in terms of the GTC, or in law, suspend performance, in which event, Customer will have no access to any Customer Data and IQB will have no obligation to provide the Customer with copies of Customer Data.

2.3 IQB may charge interest on all overdue Fees and any other amounts due at the rate of 1,5% (one comma five percent) per month. Such interest shall be calculated on a compounded basis, monthly in advance, from due date of payment until date of receipt of payment.

3 MAINTENANCE

‍Maintenance duration and maintenance Fees (for non-SaaS licenses only) will be prorated to coincide with a calendar year. E.g., if the Subscription Start Date (as set out in the License Agreement or License Agreement Renewal) is 1 June 2024, maintenance will commence on 1 June 2024 until 31 December 2024. Maintenance shall automatically renew at the Fees stated in the License Agreement or License Agreement Renewal, subject to any annual price adjustments, for subsequent, fixed calendar years, unless the Customer gives IQB written notice by not later than 30 September of the then current Subscription Period of its intention to terminate maintenance. The Customer may not reduce or cancel maintenance on any portion of Software (unbundling maintenance).

4 TRAVEL AND ACCOMMODATION

‍The Customer will be liable for all travel and/or accommodation costs related to consulting or training services, which will be invoiced separately to the Customer and payable within the period stipulated in the invoice. A minimum of economy class flights and 3-star accommodation is required.

5 CUSTOMER DATA

The Customer owns all rights, title and interest in and to the Customer Data and is solely responsible for the accuracy, integrity, quality, legality, reliability, appropriateness of and copyright permissions of such data and for adopting procedures to identify and correct errors and omissions in the Customer Data.

6 DATA PROTECTION AND PRIVACY

In performing its obligations under the Customer Agreement, a Party acting as an Operator shall comply with the provisions of Data Protection Laws governing the collection, use and processing of Personal Information or Data. The Operator shall:

6.1 not process Personal Information for any purpose other than to perform its obligations under the Customer Agreement;

6.2 not disclose or otherwise make available the Personal Information to any third party, other than authorised staff or sub-contractors who require access to such Personal Information strictly on a need to know basis, in order for IQB to carry out its obligations pursuant to the Customer Agreement, and ensures that such staff and any other persons that have access to the Personal Information are bound by appropriate and legally binding confidentiality and non-use obligations in relation to the Personal Information;

6.3 take appropriate, reasonable technical and organisational measures (in compliance with Data Protection Laws), to ensure that the integrity and confidentiality of the Personal Information in its possession or under its control is secure and that such Personal Information is protected against accidental loss, destruction, damage, unlawful access or processing;

6.4 immediately notify the Responsible Party in case of possible infringement of Data Protection Laws, the terms of this clause or other irregularities in relation to Personal Information; and

6.5 at the election of the Responsible Party, return or destroy the Personal Information once it is no longer required for the purposes of performing obligations under the Customer Agreement or any directly related purpose.

7 CONFIDENTIALITY

7.1 Each Party may have access to Confidential Information of the other Party under the Customer Agreement. Each Party and each of its associates, directors, officers, employees, representatives, agents or professional advisers to whom disclosure is made, shall hold all Confidential Information, the terms of the Customer Agreement in confidence and shall not disclose such information to any third party or apply it to uses other than the recipient's performance of the Customer Agreement.

7.2 Nothing in this clause 7 shall restrict the rights of either Party to use such information or documents for the purposes of legal enforcement of the Customer Agreement, in accordance with its terms.

8 INTELLECTUAL PROPERTY RIGHTS

8.1 IQB and Deltek retain all right, title and interest in and to their respective Intellectual Property, past, present and future.

8.2 Save as expressly authorised in terms of the Customer Agreement, nothing in the Customer Agreement shall give the Customer any rights in respect of IQB, or Deltek’s Intellectual Property and the Customer hereby acknowledges that it shall not acquire any rights in respect thereof and that all such Intellectual Property is and shall remain vested in IQB, or Deltek.

8.3 The Customer shall notify IQB, or Deltek of any actual, threatened or suspected infringement of IQB, or Deltek’s Intellectual Property which comes to the Customer’s notice.

9 DISCLAIMER

Except as expressly set forth in Deltek General Terms or the Deltek SaaS Terms (as referenced in the License Agreement or License Agreement Renewal), neither Deltek nor its licensors, nor IQB, make any express, implied or statutory warranties, terms, conditions, or representations including, but not limited to, warranties of merchantability, satisfactory quality, non-infringement, or fitness for a particular purpose.

10 BREACH

10.1 Should either Party fail to remedy any breach of contract within 10 (ten) days of a written request by the other Party to do so, then in such event the innocent Party may, without prejudice to any of its rights in terms of the Customer Agreement, or in law, cancel the Customer Agreement by written notice with immediate effect, with or without claiming damages.

10.2 In the event that a Party:

10.2.1 commits an act of insolvency;

10.2.2 is placed under a provisional or final winding-up, or is subject to business rescue proceedings;

10.2.3 suffers that its credit rating is downgraded, or its credit facilities withdrawn or rejected by any financial institution or credit bureau, or

10.2.4 fails to satisfy or take steps to have set aside any judgment taken against it within 20 (twenty) days after such judgment has come to its notice;

then the other Party may terminate the Customer Agreement on written notice with immediate effect.

10.3 Nothing in this clause 10 shall prevent a Party from claiming specific performance or damages for any breach, or from terminating the Customer Agreement by written notice with immediate effect for any material breach of contract.

11 CHANGE OF CONTROL

Customer shall notify IQB in writing thirty (30) days prior to any change of ownership or Control of the Customer. Failing such notice, the entire balance owing by Customer to IQB, whether due or not, shall immediately become due and payable by Customer.

12 LIMITATION OF LIABILITY

12.1 Neither Party shall be liable to the other for any loss of profit, loss of use, interruption or reduction of operation, loss of data (including the recovery thereof), loss of production, loss of contracts or for any indirect or consequential damage that may be suffered by the other even if advised of the possibility of such damages and regardless of the form in which any action is brought.

12.2 Neither Party’s aggregate liability to the other for any claim or claims for damages, out of or in connection with any cause arising under the Customer Agreement, whether in contract or delict or any other cause of action, will in any event exceed 100% (one hundred percent) of the total Fees actually paid by the Customer for the Subscription Period within which the claim arose.

12.3 Nothing contained in clauses 12.1 and 12.2 above shall limit either Party’s liability to the other in respect of:

12.3.1 death or injury of any person, or damage to property;

12.3.2 breach of confidentiality;

12.3.3 intentional, fraudulent, or criminal acts and;

12.3.4 infringement of intellectual property rights.

13 DISPUTE RESOLUTION AND GOVERNING LAW

13.1 Subject to IQB’s right in each instance to elect to institute action for payment of the prices and any other amounts due under the Customer Agreement in any court of competent jurisdiction, in the event of any disagreement or claim (“dispute”) arising out of or relating to the Customer Agreement (including without limitation, as to its existence or validity), the senior executives of the Parties or their delegates designated in writing shall endeavour to settle the dispute through bona fide negotiations within 14 (fourteen) days of the dispute being referred to them by written notice from either Party.

13.2 Should the Parties be unable to settle the dispute by the means and within the timeframe stated above, either Party may refer the dispute for final decision by arbitration in accordance with the latest rules for the conduct of arbitrations (“rules”) of the Association of Arbitrators (Southern Africa) NPC (https://www.arbitrators.co.za), by one or more arbitrator/s appointed in accordance with the rules.

13.3 Unless otherwise agreed in writing the arbitration shall be held in Sandton in the Republic of South Africa and conducted in the English language. Only the Parties and their legal representatives or persons agreed to shall attend the arbitration proceedings.

13.4 The decision of the arbitrator/s may be made an order of court. For these purposes and those of clause 14 the Parties irrevocably submit to the non-exclusive jurisdiction of the Gauteng Divisions of the High Court of South Africa, in Johannesburg and Pretoria.

13.5 The Customer Agreement shall in all respects be governed by the law of South Africa, without regard to its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 shall be excluded.

13.6 This clause 13 is severable from the rest of the GTC and shall survive the expiry or termination for whatsoever reason of the Customer Agreement.

14 URGENT RELIEF

14.1 The provisions of clause 13 shall not preclude any Party from access to a competent court of law for relief in the form of:

14.1.1 an interdict, including a mandatory interdict; or

14.1.2 an order for specific performance.

15 DOMICILIUM

15.1 ‍For the purposes of giving of legal notices and the serving of legal process, the Parties choose their respective addresses as set out in the License Agreement or License Agreement Renewal.

15.2 Any notice addressed to a Party shall be in writing and delivered by hand during office hours to its physical address or sent by e-mail.

15.3 Any notice shall be deemed to be received (unless the contrary is proved):

15.3.1 if hand delivered, on the day of delivery; or

15.3.2 if sent by email during Business Hours, be presumed to have been received on the date of successful transmission of the email. Any email sent after business hours or on a day which is not a Business Day will be presumed to have been received on the following Business Day.

15.4 A Party may by written notice to the other Party change its domicilium to another address in South Africa which is not exclusively a post office box or poste restante. The change will become effective on the 5th (fifth) day following delivery of the notice.

15.5 No provision of this domicilium clause shall be taken as affecting the validity of any notice which is actually received by a Party, whether at its domicilium or not and whether delivered in terms of the express provisions of this domicilium clause or not and any notice which is actually received by a Party shall be deemed to be notice validly given.

16 COMPLIANCE WITH LAWS AND ANTI-CORRUPTION

16.1 Each Party warrants that it will for the duration of the Customer Agreement:

16.1.1 in all matters arising from or relating to the fulfilment of the Customer Agreement conform at its own expense with all laws and legislation relevant thereto, including but not limited to competition laws; and

16.1.2 ensure that it has in place and will maintain in place, all the necessary licenses, certificates, authorisations, permits, type approvals and consents that are required in terms of any applicable law to fulfil its obligations under the Customer Agreement.

16.2 Each Party warrants that neither it, nor any of its shareholders, employees, directors, or agents have committed, or admitted to, or have been convicted of, any Corrupt Act and that it has ensured that all applicable anti-corruption laws, internal processes and anti-corruption preventative measures have been complied with, prior to signature of the License Agreement and will continue to be complied with for the duration hereof and the duration of any License Agreement Renewal.

16.3 Each Party warrants to the other Party that neither it nor any of its employees, directors, agents, or related parties will during the term of the Customer Agreement enter into any transaction that results in, or is likely to result in a Sanctioned Entity gaining access (regardless of whether during or at any time after the termination of the Customer Agreement) to any product manufactured by, or any intellectual property or Confidential Information of the other Party. Each Party (indemnifying Party) indemnifies the other Party against any breach of this clause by the indemnifying Party, its employees, directors, agents or related parties.

16.4 Failure by a Party to comply with this clause 16 constitutes a material breach of contract.

17 GENERAL

17.1 Validity and Severability

If any provision of the Customer Agreement is found or held to be invalid or unenforceable, the validity of all the other provisions thereof will not be affected thereby and the Parties agree to meet and review the matter and if any valid and enforceable means is reasonably available to achieve the same objective as the invalid or unenforceable provision, to adopt such means by way of variation of the Customer Agreement.

17.2 Contra Proferentem

The rule of construction that in the event of any uncertainty in any provision in any agreement, such agreement shall, in construing/interpreting the uncertainty, be construed or interpreted against the drafter of such agreement, shall not be applicable to the Customer Agreement.

17.3 Variation

17.3.1 No variation of or addition to the License Agreement or the License Agreement Renewal will be of any force or effect unless reduced to writing and signed by the Parties.

17.3.2 IQB shall be entitled to make reasonable variations or amendments to the GTC or the STC upon written notice to the Customer.

 17.4 Waiver

No waiver on the part of a Party of any rights arising from a breach of any provision of the Customer Agreement will constitute a waiver of rights in respect of any subsequent breach of the same or any other provision.

17.5 Force Majeure

17.5.1 Failure to comply with any of the terms and conditions of the Customer Agreement if occasioned by or resulting from an act of nature or public enemy, fire, explosion, earthquake, perils of the sea, flood, storm or other adverse weather conditions, war declared or undeclared, civil war, revolution, civil commotion or other civil strife, riot, strikes, blockade, embargo, sanctions, epidemics, act of any government or other authority, compliance with government orders, demands or regulations (including without limitation in respect of any permit, license or authorisation), as well as shortages, interruptions, fluctuations or the unavailability of electrical power, water supply or means of communication or any circumstances of like or different nature beyond the reasonable control of the Party so failing ("Force Majeure"), will not be deemed to be a breach of the Customer Agreement, nor will it subject either Party to any liability to the other.

17.5.2 Notwithstanding the provisions of clause 17.5.1, the inability to make payment of any amount due and payable under the Customer Agreement shall not constitute Force Majeure.

17.5.3 Should a Party’s performance of an obligation become temporarily impossible owing to Force Majeure, that Party shall:

17.5.3.1 as soon as reasonably possible after the Force Majeure sets in notify the other Party in writing of the incidence of Force Majeure;

17.5.3.2 be released from performance of the affected obligation for so long as the Force Majeure prevails;

17.5.3.3 use its best endeavours to recommence performance of the affected obligation, to whatever extent reasonably possible, without delay; and

17.5.3.4 co-operate with the other Party in implementing such contingency measures as the other Party may reasonably require.

17.6 Should the circumstances of Force Majeure continue for longer than 30 (thirty) days, either Party shall be entitled to terminate the Customer Agreement, with immediate effect by written notice.

17.7 Cession and Delegation

A Party cannot validly cede any right or delegate any obligation arising under the Customer Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the above, IQB may by written notice to the Customer cede and delegate the Customer Agreement to any other company controlled by Reunert Limited 1913/004355/06.

17.8 Warranties

No Party has given any warranty or made any representation to the other Party, other than as expressly set out in the Customer Agreement.

17.9 No Agency

IQB is an independent contractor to the Customer and nothing in the Customer Agreement constitutes a relationship of employment, agency, joint venture or partnership between the Parties. A Party shall not hold itself out as being an agent or partner of the other Party, or as being in a joint venture with the other Party. A Party shall not assume or create or attempt to assume or create directly or indirectly any obligation on behalf of or in the name of the other Party.

17.10 Arrangements under section 37(2) of the OHSACT

Each Party is an employer in its own right, a specialist in its own field of operations, performs work using its own employees and/or agents and its activities, methodologies and work are not directly supervised by the other Party. Each Party shall comply with the OHSACT accordingly.

17.11 Co-operation and Support

Each Party undertakes at all times to use commercially reasonable efforts to co-operate, to perform all such actions and take such steps and to procure the cooperation, the performance of all such actions and taking of all such steps as may be open to it and necessary for and incidental to the putting into effect and maintenance of the provisions of the Customer Agreement.

17.12 Non-Solicitation

A Party shall not without the prior written consent of the other Party, either during, or within 12 (twelve) months after termination or cancellation of the Customer Agreement for whatsoever reason, engage, employ or otherwise solicit for employment, whether directly or indirectly, any person who during the currency of the Customer Agreement was engaged in the performance thereof as an employee, or temporary employee of the other Party, or of the other Party’s suppliers under the Customer Agreement . A Party in breach of this clause shall pay to the other Party as liquidated damages an amount equal to the gross annual salary as calculated immediately prior to the breach (including any commissions and other payments) of the person so engaged, employed or solicited.

17.13 Media

‍Upon signature of the License Agreement, IQB may post a concise public announcement subject to mutual written agreement between the Parties, as well as a more detailed public announcement and case study post completion of the statement of work.

17.14 Credit Bureau Consent

‍IQB has Customer’s consent at all times to contact and request information from any person, credit bureau or business to obtain information regarding Customer’s, as well as Customer’s then current and prospective directors and shareholders’ creditworthiness. Customer shall procure such directors’ and shareholders’ consent for this purpose, in so far as it is required by law.

17.15 Entire Agreement

The terms contained in the Customer Agreement constitute the entire agreement between the Parties with respect to the subject matter thereof, superseding all contemporaneous oral agreements and prior oral and written quotations, communications, agreements, and understanding of the Parties.

17.16 Costs

Each Party shall bear its own legal costs and disbursements of and incidental to the negotiation, preparation, settling, signing and implementation of the Customer Agreement. Any legal costs incurred by a Party arising out of or in connection with a breach by the other Party, shall be borne by the Party in breach on a scale as between attorney and client.