END USER LICENSE AGREEMENT

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COPYRIGHT © ALERTUS 2025
END USER LICENSE AGREEMENT (Version2.0)
ALERTUS (Trading name of Maroola Sky PTY Ltd, registered number 2022/244038/07)
IMPORTANT – Please read this End User License Agreement (“Agreement”) carefully before attempting to download, import, install or use any software, documentation, or other materials made available through Alertus (“Company”). The software product offering that is subject to this Agreement is known as the Alertus System and the Alertus Trading Strategy. The Alertus System operates as an online monitoring, information generating, and training platform which assists users in making decisions when performing online Market trading (defined below) and serves as the mechanism through which the Alertus Trading Strategy is applied.
This Agreement constitutes a legally binding agreement between you, or the legal entity which you represent and are authorised to bind (“Client”), and the Company. This Agreement regulates the Client’s use of the Alertus System and other related services offered by the Company. The System is licensed, not sold, to the Client for use only under the terms of this Agreement. By using the software application and trading strategy, the Client acknowledges (1) that the Client has read this Agreement, (2) that the Client understands it, (3) that the Client agrees to be bound by its terms and conditions, and (4) that to the extent the Client is entering into this Agreement on behalf of a legal entity, the Client has the power and authority to bind that legal entity. If the Client does not agree to the terms of this Agreement, no licence will be granted to the Client hereunder. The Company reserves all rights not expressly granted to the Client herein.
1. DEFINITIONS AND INTERPRETATION
Unless the context indicates otherwise, this Agreement and its Annexures shall be interpreted in accordance with the following definitions. Words or expressions defined with capital letters have the meanings assigned below; terms in lower case shall be interpreted in their plain English meaning:
1.1. Account Credentials means a unique username and password used by the Client to access the Platform, Brokerage Services, and the Alertus System.
1.2. Affiliate shall mean, as to any Party, any other person which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. “Control” (and its corollaries “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities or interests, or by contract or otherwise.
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1.3. Agreement means this End User License Agreement and any Annexures hereto.
1.4. Broker means Trade Nation, the Broker responsible for executing Transactions. IG Group Limited is engaged solely to provide the price charts upon which the Alertus trading software runs.
1.5. Brokerage Services means any electronic trading service provided by the Broker.
1.6. Company means Maroola Sky PTY Ltd, trading as Alertus, registered number 2022/244038/07, with its registered place of business at 14 Hamilton Road, Kingswood Golf Estate, George, 6529, which is the owner of the Alertus System and the Alertus Trading Strategy.
1.7. Effective Date means the date upon which the Client downloads and/or receives the Alertus System and/or receives any training materials and/or training, whichever comes first.
1.8. Force Majeure Event shall mean any event or circumstance occurring during the term of this Agreement that is beyond the reasonable control (directly or indirectly) of, and could not have been avoided by steps which might reasonably have been taken by, the Company.
1.9. Alert means the output generated by the Alertus System using Market Data. (Any previous reference to “Indicator” has been replaced with “Alert”.)
1.10. Instrument means any indices, forex, stocks, shares, commodities, or other financial instruments made accessible for trading via the Brokerage Services.
1.11. Intellectual Property means all registered and unregistered intangible property owned or licensed by the Company including, but not limited to, trademarks, trade names, brand names, signs, symbols, logos, marketing material, copyrights, patents, records, reports, formulas, diagrams, designs, processes, inventions, improvements, research information, development information, product information of existing and/or contemplated products, client lists, supplier lists, internet domain names, rights in designs, database rights, computer programs, software, source code, data, trade secrets, methodology, technical know-how, and all related data and any derivatives thereof, including future additions and improvements.
1.12. Market means any exchanges where Instruments are traded.
1.13. Market Data means any financial and market data, price quotes, news, analyst opinions, research reports, graphs, behavioural markers, or any other data or information provided through the Platform by the Broker.
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1.14. Parties shall mean the Company and the Client; the term “Party” shall refer to either one individually as the context requires.
1.15. Platform means Pro Real Time Software, the intuitive charting and trading software provided as a value-added service by the Broker.
1.16. Alertus System means the software product provided by the Company that runs on the Platform and delivers Alerts to enable the application of the Alertus Trading Strategy.
1.17. Alertus Trading Strategy means the trading strategy provided by the Company in conjunction with the Alertus System and as described in the Training Module.
1.18. Training Module means the training and documentation provided by the Company to the Client in respect of the Alertus System and Alertus Trading Strategy.
1.19. Trading Account means the Client’s online demo or live trading account(s) provided by the Broker via the Platform using the Client’s Account Credentials.
1.20. Transaction means any financial transaction (e.g. a “Contract For Difference”) related to any Instrument or combination of Instruments executed by the Client using its Trading Account.
1.21. Where any term is defined within the context of a particular clause in this Agreement, the defined meaning applies throughout this Agreement unless clearly limited by the context.
1.22. The words “including”, “such as” and “in particular” are illustrative and do not limit the generality of the preceding words.
1.23. The terms “other” or “otherwise” shall not be construed in a restrictive manner when a wider interpretation is possible.
1.24. The term “day” shall mean calendar days unless qualified by “business,” in which case a “business day” excludes Saturdays, Sundays, or public holidays in the Republic of South Africa.
1.25. References to a “person” include individuals, firms, companies, corporations, juristic persons, local authorities, or any trust, organisation, association, or partnership, whether or not having separate legal personality.
1.26. Words importing:
1.26.1. Any one gender includes the other;
1.26.2. The singular includes the plural and vice versa;
1.26.3. Natural persons include juristic persons and vice versa.
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1.27. Where figures are given in numerals and in words, if there is a conflict, the words shall prevail.
1.28. Any reference to an enactment is to that enactment as in force on the date of signature hereof and as amended or re-enacted from time to time.
1.29. Clause headings are for reference only and do not affect the interpretation of this Agreement.
1.30. If any provision, definition, or annexure is substantive (conferring rights or imposing obligations), it shall be given effect as if included in the body of this Agreement.
1.31. The contra proferentem rule (interpreting ambiguities against the drafter) shall not apply.
1.32. Each provision of this Agreement is separate and severable; if any provision is found to be illegal, invalid, or unenforceable, it shall be treated as illustrative only and not affect the remainder of this Agreement.
1.33. Termination or expiration of this Agreement does not affect any provision intended to operate beyond termination or expiration.
1.34. No delay, indulgence, waiver, or extension of any right under this Agreement shall operate as a waiver of that or any other right.
2. SCOPE OF LICENSE
2.1. The license granted under this Agreement is personal and non-transferable, permitting the Client to download, import, install, set up, and use the Alertus System for the Client’s own benefit via the Client’s Account Credentials only.
2.2. The license permits the Client to load and use the Alertus System on a single Broker account on the Platform for one demo account and one live account. The Client must provide proof of the account numbers for these accounts to the Company.
2.3. This Agreement governs any upgrades to the Alertus System provided by the Company that replace and/or supplement the original System, unless such upgrade is governed by a separate license.
2.4. FREE ACCESS LICENSE OPTION Notwithstanding the foregoing, the Company offers a Free Access License Option (the “Free Access Version”). Under the Free Access Version, the Client receives full access to all features available in the paid version of the Alertus System and Alertus Trading Strategy. In exchange for this complimentary access, the Client agrees that all trading Transactions executed while using the Free Access Version shall be carried out exclusively through our preferred partner, Trade Nation. The Client acknowledges and agrees that failure to execute all Transactions via Trade Nation may result in suspension or termination of the Free Access Version at the Company’s sole discretion.
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3. FEES AND PAYMENT TERMS
3.1. All fees payable under this Agreement shall be in South African Rand and must be paid in advance. Any differences arising from currency conversions are the sole responsibility of the Client.
4. RESTRICTIONS ON USE OF LICENSE
4.1. The Alertus System shall be installed and operated solely using the Client’s Account Credentials on its single sign-on Broker account.
4.2. The Client shall use the Alertus System and Alertus Trading Strategy solely for its own internal operations and shall not permit any third party to use or access the System via the Client’s Account Credentials.
4.3. The Client may not rent, lease, lend, sell, redistribute, or sublicense the Alertus System or the Alertus Trading Strategy.
4.4. The Alertus System and/or Alertus Trading Strategy are not intended for distribution to or use by any person in any country where such use would be contrary to local laws or regulations. It is the Client’s responsibility to ensure compliance with all applicable laws.
4.5. The Company reserves the right, in its sole and absolute discretion, to suspend and/or refuse access to or use of the Alertus System.
5. RELATIONSHIP OF THE PARTIES
5.1. All information and advice provided by the Company to the Client relates solely to the use of the Alertus System and Alertus Trading Strategy and does not constitute trading or investment advice. The Client is advised to seek independent financial advice before making any trading decisions.
5.2. The Company is not a registered financial services provider. Accordingly, the Alertus System, Alertus Trading Strategy, and Training Module are not regulated by the Financial Services Board and are not subject to the Financial Advisory and Intermediary Services Act 37 of 2002.
5.3. The Company does not act as the Client’s principal, agent, or representative in respect of any Transaction. The Client is solely responsible for all Transactions executed using its Account Credentials.
6. ALERTUS SYSTEM
6.1. The Alertus System generates Alerts regarding the behaviour of specific Instruments selected by the Client via the Platform. These Alerts are intended to inform the Client about how the Market typically behaves within predefined parameters. The Alertus System does not consider the Client’s personal objectives, circumstances, or needs. Accordingly, the Alertus System must be used only as a
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guide, and the Client should consider its own objectives and circumstances before making any trading decisions or executing any Transactions.
6.2. All Market Data is subject to change at any time without notice. The Client acknowledges that trading Instruments on the Platform may be volatile and that the Company is not liable for any loss, cost, or charge incurred as a result of using the Alertus System or relying on any Alert.
6.3. The Company does not provide advice on the merits or suitability of any particular Transaction. The Alertus System will provide automatically generated Alerts based solely on the historical behavior of the selected Instruments.
6.4. The Alertus System automatically monitors the status of any Transaction but does not instruct or advise the Client on how to proceed with such Transactions.
6.5. The methodology used by the Alertus System relies exclusively on historical data drawn from the Platform. Consequently, all Alerts are based on historical Market Data, and if current Market Data falls outside historical ranges, the Alerts may indicate that the Instrument is trading outside the System’s normal parameters. The Client acknowledges that past performance is not indicative of future results.
6.6. In connection with the Alertus System and Alertus Trading Strategy:
6.6.1. The System and Trading Strategy are provided for general commentary, information, and training purposes only and do not constitute financial or investment advice;
6.6.2. The Company is not responsible or liable for any actions taken (or not taken) by the Client based on any Alert or related information;
6.6.3. The Client shall use any such data solely in accordance with this Agreement;
6.6.4. Such data is proprietary to the Company, and the Client shall not retransmit, redistribute, publish, disclose, or display it to third parties except as required by law; and
6.6.5. The Client will use such data in compliance with all applicable laws and regulations.
6.7. The Client agrees that the Alertus System contains proprietary content and material protected by intellectual property and other laws, including copyright, and shall not use such material in any manner except as permitted under this Agreement.
6.8. The Company reserves the right to add, modify, or remove any part of the Alertus System at its sole discretion and without notice. The Client agrees to accept such modifications as part of this Agreement.
6.9. Access to the Alertus System may be temporarily affected by routine maintenance, repairs, reconfigurations, or upgrades. The Client agrees to provide the Company with access to its Trading Accounts to perform such tasks.
6.10. The Company may, at its sole discretion, release optional or mandatory upgrades to the Alertus System.
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6.11. The Company may charge a fee for any optional upgrade; however, mandatory upgrades (including migrations to web-based systems) may only incur additional monthly hosting fees, if applicable.
6.12. The Client is not obligated to install optional upgrades; however, failure to install any mandatory upgrade may result in the System not being supported, with the associated risks remaining with the Client.
6.13. The Company does not warrant:
6.13.1. That the Alertus System will be available continuously or without interruption;
6.13.2. The operation, quality, or functionality of the Alertus System;
6.13.3. The accuracy of any information provided, noting that delays in internet or data connection may affect accuracy;
6.13.4. That the Alertus System is free from errors or defects or;
6.13.5. That the Alertus System is free from viruses or other harmful components.
6.14. The Client agrees not to:
6.14.1. Use the Alertus System for illegal or inappropriate purposes;
6.14.2. Interfere with or disrupt the proper operation of the Broker’s software, hardware, systems, or networks (including transmitting malicious files);
6.14.3. Take any action that may interrupt or degrade the service provided to other users;
6.14.4. Upload or download copyrighted material unless fully authorised; or 6.14.5. Falsify the origin or source of any content or material.
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7. SYSTEM REQUIREMENTS
7.1. The Client is solely responsible for:
7.1.1. Ensuring that its hardware, operating system, software, and related infrastructure are sufficient for the successful installation and operation of the Alertus System;
7.1.2. Maintaining and upgrading such hardware and software to meet the minimum operating requirements as prescribed by the Company; and
7.1.3. Implementing adequate security measures to prevent virus infections or security breaches affecting the Alertus System.
7.2. A list of the minimum specifications for the Alertus System is available on the Company website.
8. THIRD-PARTY LINKS AND MATERIALS
8.1. The Alertus System may include hyperlinks to websites or platforms operated by third parties, as well as content or materials from such parties (“Third Party Material”). Such materials are provided solely for the Client’s reference. The Company is not responsible for the content, accuracy, completeness, timeliness, legality, or quality of any Third Party Material.
8.2. The Client is responsible for taking precautions to ensure that any links or downloads (whether from the Alertus System or other websites) are free of viruses, malware, or other harmful components. Inclusion of hyperlinks does not constitute an endorsement of the linked content.
9. TRAINING
9.1. The once-off license fee payable under this Agreement includes initial setup support, induction, training materials, training manuals, and the attendance of one delegate at a one-day formal training session. Any additional delegates must be approved by the Company at least one week prior to the session. The Client must complete a booking form for additional delegates.
9.2. Additional training sessions will be charged at the rates published by the Company at the time of such sessions.
9.3. All additional costs incurred (such as travel or accommodation) in connection with training provided by the Company shall be borne by the Client.
9.4. The Client must supply its own equipment for training purposes.
9.5. The Initial Setup and Induction Training Module includes:
9.5.1. Online or on-location technical support at the Company’s discretion; and
9.5.2. Training on navigating and using the Alertus System.
9.6. The Formal Training Module includes:
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9.6.1. Online or on-location technical support; and
9.6.2. Training on the use and application of the Alertus System and Alertus Trading Strategy.
9.7. The Training Module is provided solely to instruct the Client in operating the Alertus System, interpreting Alerts, and applying the Alertus Trading Strategy. The decision to execute any Transaction remains solely with the Client.
9.8. To the fullest extent permitted by law, all training materials and services are provided “as is” without any warranty or money-back guarantee.
9.9. The Client is responsible for making effective use of the training provided, as no competency assessments or outcomes-based evaluations are conducted.
10. PLATFORM AND BROKERAGE SERVICES
10.1. The Client acknowledges that the Platform and Brokerage Services operate independently of the Alertus System; however, linking the Alertus System to the Platform is required for full functionality. Accordingly, the Client must enter into a separate Brokerage Services Agreement with the Broker for the use of the Platform and Brokerage Services.
10.2. The Client is responsible for familiarising itself with the Broker’s applications, tools, and services that are not part of the Alertus System.
10.3. In the event of any conflict between the provisions of this Agreement and any existing Brokerage Services Agreement, the provisions of this Agreement shall govern the relationship between the Client and the Company.
10.4. All financial compliance provisions relating to a Transaction shall be satisfied by the Broker, and the Client is responsible for ensuring compliance.
10.5. The Broker may, at its discretion, interrupt data feeds from the Market, halt Transactions, or take other actions outside the Company’s control. Such events constitute a Force Majeure Event.
11. TRANSACTIONS AND TRADING
11.1. The Client acknowledges that no Transactions are executed via the Alertus System. When the Client completes a Transaction on the Platform, the Client confirms that it is dealing directly with the Broker.
11.2. The use of the Platform, Brokerage Services, and any Transactions performed using the Client’s Account Credentials are governed by the relevant Brokerage Services Agreement.
11.3. All funds and currencies used in connection with the Brokerage Services belong to the Client and are not controlled by the Company. The Company shall not be involved in any financial aspects of the Brokerage Services.
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12. REFUND POLICY
12.1. The Client has five (5) business days (the “cooling-off” period) after payment to request a refund.
12.2. Once the Client has received full access to the Alerts, Training Materials, and Training on the Alertus System and/or Alertus Trading Strategy, no refund may be claimed, as the Client will have received proprietary trading insights and advantages.
13. ACCOUNT CREDENTIALS
13.1. Upon registration for the Brokerage Services, the Broker shall provide the Client or its authorised personnel with unique Account Credentials. These are necessary to access the Platform and Brokerage Services.
13.2. The Account Credentials are used to register and link the Alertus System with the Platform and Brokerage Services. Accordingly, the Client must provide the Company with its Account Credentials for registration purposes.
13.3. The Client is responsible for maintaining the confidentiality of its Account Credentials and ensuring that no unauthorised person uses them.
13.4. The Client is responsible for all Transactions executed using its Account Credentials.
13.5. The Client must log out at the end of each session on the Alertus System to prevent unauthorised use.
14. INTELLECTUAL PROPERTY RIGHTS
14.1. This clause applies to the Affiliates of each Party.
14.2. The Alertus System is licensed to the Client by the Company and is not sold. All Intellectual Property rights (including, but not limited to, copyrights, trademarks, logos, know-how, patents, etc.) in the Alertus System and all derivative works remain the exclusive property of the Company or its licensors. No Intellectual Property is transferred or assigned under this Agreement.
14.3. The Client shall not:
14.3.1. Assign, sublicense, transfer, pledge, lease, or rent the Alertus System or any rights under this Agreement;
14.3.2. Decompile, disassemble, reverse engineer, create derivative works from, or otherwise attempt to derive source code or underlying ideas from the Alertus System;
14.3.3. Develop methods to enable unauthorised parties to use the Alertus System;
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14.3.4. Circumvent any technical limitations in the Alertus System or use tools to enable disabled features;
14.3.5. Use similar processes or functions to develop competing features or functions; or
14.3.6. Use the Alertus System or Market Data for any fraudulent, inappropriate, or illegal activities.
14.4. Any modifications, design changes, or improvements made to the Alertus System based on Client feedback shall be the exclusive property of the Company.
14.5. Neither Party shall use the other Party’s name, logo, or trademark in any marketing, advertising, or promotional material without prior written consent.
15. PROTECTION OF PERSONAL INFORMATION
15.1. This clause applies to the Affiliates of each Party.
15.2. “Process” (or any derivation thereof) includes collection, receipt, recording, organisation, collation, storage, updating, alteration, consultation, or use of Personal Information.
15.3. For this clause, the Company is the Responsible Party, meaning the party that determines the purpose and means for processing Personal Information.
15.4. The Parties agree that any processing of the Client’s Personal Information shall comply with the Protection of Personal Information Act, 4 of 2013. The Client’s Personal Information may be processed only:
15.4.1. For the purposes of this Agreement;
15.4.2. For lawful purposes;
15.4.3. With adequate disclosure of the purpose and intended use; and
15.4.4. Only for as long as necessary to fulfil this Agreement, subject to reasonable technical and organisational measures to ensure its security and confidentiality.
15.5. The Company may collect and use technical data related to the Client’s Transactions in a form that does not personally identify the Client, for analysis and support purposes.
15.6. To use the Alertus System, the Client must register with the Company and provide certain personal details, which may include identity documents.
15.7. The Company may verify the Client’s identity and other details as required by the Financial Intelligence Centre Act 38 of 2001 or any applicable anti-money laundering or anti-corruption laws.
15.8. The Client agrees to provide true, accurate, and current Personal Information as requested by the Company or prompted by the registration process.
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15.9. In the event the Company becomes aware of any illegal activity or impropriety in the Client’s Personal Information, the Company may immediately restrict access to the Alertus System without notice.
16. PRIVACY POLICY
16.1. The Client authorises the Company and/or any Broker to collect, use, store, analyse, reproduce, publish, and adapt information related to the Client or the Client’s use of the Alertus System.
16.2. The Company may use information provided by the Client to enforce this Agreement, improve the Alertus System, monitor usage, provide support, or address technical difficulties. Such information may be retained for as long as necessary to fulfil the Company’s business objectives, even after account termination.
16.3. The Company does not directly process payments nor store the Client’s credit card information.
16.4. The Company reserves the right to disclose the Client’s Personal Information as required to comply with legal obligations, such as court orders, warrants, subpoenas, or discovery requests, or if necessary to protect the rights, property, or personal safety of any party.
17. CONFIDENTIAL INFORMATION
17.1. This clause applies to the Affiliates of each Party.
17.2. Recognising that the Client will have access to the Company’s Confidential Information, the Client agrees not to disclose or use such information for any purpose outside the scope of this Agreement, both during and after its term.
17.3. The Client shall take all reasonable measures to prevent unauthorised disclosure of the Company’s Confidential Information.
17.4. The Client shall safeguard the Company’s Confidential Information as it would its own.
17.5. The Client shall only copy the Confidential Information as may be reasonably necessary to perform its obligations under this Agreement.
17.6. If the Client discloses the Company’s Confidential Information to its employees, advisers, or agents, the Client shall ensure that those persons are bound by confidentiality obligations at least as protective as those in this Agreement and indemnify the Company for any unauthorised disclosure.
17.7. The Client acknowledges that unauthorised disclosure of the Company’s Confidential Information may cause significant harm and agrees to indemnify and hold the Company harmless from any resulting loss or damage.
17.8. Any documentation or records of the Company’s Confidential Information obtained by the Client shall be deemed part of the Confidential Information and must be surrendered upon demand.
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18. FORCE MAJEURE EVENTS
18.1. A “Force Majeure Event” may include any one or more of the following:
18.1.1. Any act, event, or occurrence (including strikes, riots, civil commotion, terrorism, war, industrial action, or government actions) or any breakdown in communication or computer facilities that, in the Company’s opinion, prevents normal operation of the Alertus System;
18.1.2. The suspension or closure of any Market or the failure of any Instrument;
18.1.3. Acts of God (e.g. natural disasters such as floods, storms, earthquakes, or extreme weather); 18.1.4. Any governmental restraint, act, or regulation (or inability to obtain necessary consents or licences) rendering compliance with this Agreement unlawful; and/or
18.1.5. A national or regional shortage of electricity or delays/failures in its supply.
18.2. In the event of a Force Majeure Event, the Company may restrict the Client’s access to the Alertus System without notice.
18.3. During a Force Majeure Event:
18.3.1. Any delay or failure in performance by the Company shall be suspended for the duration of the event; and
18.3.2. The Company shall take all reasonable steps to remedy the situation and minimise the impact on its obligations under this Agreement.
18.4. The Client agrees that the Company shall not be liable for any loss or damage arising from a Force Majeure Event.
19. ARBITRATION
19.1. The provisions of this clause remain effective even after the termination or invalidity of this Agreement.
19.2. The Parties irrevocably consent to arbitration for any disputes arising out of or in connection with this Agreement and waive any right to withdraw from arbitration.
19.3. “Dispute” means any dispute arising out of or in connection with this Agreement, including its interpretation, implementation, or termination.
19.4. Either Party may, by written notice (“Dispute Notice”), demand that any Dispute be submitted to arbitration. Initially, the Dispute shall be referred to the senior executives of the Parties for resolution. If unresolved within 14 days (or as mutually agreed), the matter shall be referred to arbitration.
19.5. The Dispute Notice must clearly describe the Dispute and the conditions under which it will be deemed resolved. The Parties shall then be bound by its terms.
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19.6. Subject to this clause, the arbitration shall be conducted in accordance with South African arbitration laws, with the following specifics:
19.6.1. The arbitrator shall be: – For accounting matters: an independent practicing accountant with at least 10 years’ experience; – For legal matters: a practising senior counsel or attorney with at least 10 years’ experience; – For other matters: a competent independent expert agreed upon by the Parties, or, if no agreement is reached within three days, nominated by the chairman of the Pretoria Bar Council;
19.6.2. The Parties agree to keep all aspects of the arbitration confidential.
19.7. The arbitration shall be held in Pretoria and may be conducted in an informal manner without the strict formalities of court proceedings.
19.8. Each Party is responsible for its own costs until an arbitrator’s cost order is made, after which the costs shall be shared.
19.9. The arbitrator shall have the authority to:
19.9.1. Investigate and request documents or records necessary for resolving the Dispute;
19.9.2. Interview and question the Parties or their representatives under oath;
19.9.3. Make a cost order as deemed appropriate; and
19.9.4. Issue an award, including orders for specific performance, injunctions, damages, or penalties as appropriate.
19.10. The arbitration shall be initiated as quickly as possible, with the aim to conclude within 30 days after commencement.
19.11. Once an arbitrator is agreed upon or appointed, any Party may call upon the arbitrator to set a date, venue, and procedures for the arbitration.
19.12. Any award rendered by the arbitrator shall be final and binding and may be enforced as an order of any court with jurisdiction.
19.13. The arbitration provisions do not preclude either Party from seeking urgent interim relief from a competent court pending arbitration.
20. REPRESENTATIONS AND WARRANTY
20.1. This clause applies to the Affiliates of each Party.
20.2. The Client warrants that:
20.2.1. All Personal Information provided during registration or thereafter is complete, true, and accurate;
20.2.2. The Client is duly authorised to execute and deliver this Agreement;
20.2.3. The Client understands how a Transaction operates;
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20.2.4. The Client fully understands the terms and conditions and any legal or financial implications thereof;
20.2.5. The Client has obtained all necessary governmental or other authorisations and licenses required for executing Transactions, and that such authorisations remain in full force;
20.2.6. The Client has taken reasonable steps to understand the specifications and requirements of the Alertus System; and
20.2.7. The execution, delivery, and performance of this Agreement, as well as the Client’s use of the Alertus System, does not violate any applicable law or contractual obligation.
21. INDEMNITY
The Client indemnifies the Company, its Affiliates, and their respective employees, contractors, representatives, agents, franchisees, and distributors (“Indemnified Parties”) against any and all liabilities, losses, damages, penalties, costs, expenses, legal fees, and disbursements (calculated on an attorney and own client scale) arising from any breach, negligent act, or omission by the Client (or its employees, contractors, representatives, or Affiliates) of any provision of this Agreement, including any resulting damage, loss, injury, or death.
22. DISCLAIMER
22.1. The Company does not warrant that:
22.1.1. The Alertus System will meet the Client’s requirements;
22.1.2. The Client’s equipment, software, or communications will be compatible with the Alertus System;
22.1.3. The use of the Alertus System will be uninterrupted, secure, or error-free;
22.1.4. The Company can prevent third-party disruptions of the Alertus System; or
22.1.5. Every bug in the Alertus System will be detected.
23. LIMITATION OF LIABILITY
23.1. The Company shall not be liable for, and is released from, all claims and losses arising from:
23.1.1. Any act or omission by any person who gains access to the Client’s Account Credentials, whether authorised or not;
23.1.2. Disruptions to the Client’s internet connections or communication failures;
23.1.3. Loss or corruption of any Client data or records (whether stored on the Alertus System or elsewhere), or lack of backups thereof;
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23.1.4. Security breaches caused wholly or partly by third-party software, services, or events beyond the Company’s control;
23.1.5. Use of the Alertus System in non-compliance with this Agreement.
23.2. The Company shall not be liable for any indirect losses, including but not limited to:
23.2.1. Lost revenue or profits;
23.2.2. Anticipated savings;
23.2.3. Loss of goodwill or damage to reputation;
23.2.4. Lost business opportunities; or
23.2.5. Data corruption.
23.3. Use of the Alertus System is at the Client’s sole risk, and all risk as to the quality and performance of the System remains with the Client.
23.4. To the maximum extent permitted by law, the Alertus System is provided “as is” without any warranty, express or implied.
23.5. The Client acknowledges that the Alertus System is not customised to meet individual requirements and is solely responsible for ensuring that its functionality meets its needs.
23.6. The Client acknowledges that the Alertus System may contain minor errors and agrees that such errors shall not constitute a breach of this Agreement.
24. RECORDS
24.1. The Company’s records, unless proven otherwise, shall serve as evidence of the Client’s dealings with the Company in connection with the Alertus System.
24.2. The Client shall not rely on the Company for compliance with any record-keeping obligations it may have, though records may be made available upon request in accordance with applicable law and at the Company’s discretion.
25. GOVERNING LAW
25.1. The Parties agree that all matters arising out of or in connection with this Agreement shall be governed by the laws in force in the Republic of South Africa, which shall be deemed the proper law of this Agreement.
25.2. The Parties consent to the jurisdiction of the High Court or, at the Company’s option, the Magistrates Court in relation to any legal proceedings arising out of or in connection with this Agreement, notwithstanding any monetary thresholds.
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26. BREACH
26.1. If any Party (“Defaulting Party”) breaches or fails to observe any provision of this Agreement and does not remedy such breach within 7 (seven) days after receiving written notice from the other Party (“Non-Defaulting Party”), the Non-Defaulting Party may, in addition to any other remedies available at law, institute proceedings against the Defaulting Party for:
26.1.1. Immediate cancellation of this Agreement; and/or 26.1.2. Recovery of any damages suffered; and/or 26.1.3. Specific performance.
26.2. The Defaulting Party shall be liable for all costs and expenses (on an attorney and own client scale) incurred due to its breach of this Agreement.
26.3. Any breach notice must clearly define the nature of the breach and stipulate the conditions under which it will be remedied.
27. TERMINATION
27.1. Either Party (“Terminating Party”) may terminate this Agreement immediately by written notice if the other Party:
27.1.1. Is dissolved or wound-up;
27.1.2. Faces insolvency or liquidation proceedings;
27.1.3. Commits an act of insolvency or becomes unable to pay its debts as they fall due;
27.1.4. Fails to comply with any representation or warranty herein;
27.1.5. Violates any applicable law in performing its obligations; or
27.1.6. Attempts to assign, cede, or transfer this Agreement without the prior written consent of the Terminating Party.
27.2. The terminating Party shall have no claim against the other Party as a result of such termination.
28. LANGUAGE
The Company may, at its discretion, provide a translation of this Agreement or an option to view the Alertus System’s content in another language. However, the English version shall govern and prevail in the event of any conflict.
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29. DOMICILIUM CITANDI ET EXECUTANDI
29.1. The Company elects the following address as its domicilium citandi et executandi (“Domicilium”): 14 Hamilton Road, Kingswood Golf Estate, George, 6529
29.2. The Client is required to elect a Domicilium as part of this Agreement.
29.3. The Client elects the following address as its Domicilium: __________________________ __________________________ __________________________ __________________________ __________________________
29.4. The Parties choose their Domicilium for all purposes under this Agreement, including court process, notices, or other communications.
29.5. Any notice or communication required under this Agreement must be in writing and may be sent by email (to an address expressly designated as a Domicilium).
29.6. Any Party may change its chosen Domicilium by written notice to the other Party.
29.7. Any physical Domicilium address must be located within the Republic of South Africa and may not be a poste restante.
29.8. Any notice sent by: 29.8.1. Prepaid registered post (or airmail if appropriate) to the Domicilium shall be deemed received on the 7th business day after posting (unless proven otherwise); 29.8.2. Hand delivery during ordinary business hours shall be deemed received on the day of delivery; or 29.8.3. Email shall be deemed received: 29.8.3.1. When it enters an external system outside the sender’s control (or, if in the same system, when it becomes retrievable by the recipient); 29.8.3.2. When it is capable of being retrieved by the recipient; and 29.8.3.3. When sent from the sender’s usual place of business to the recipient’s usual place of business.
29.9. A notice is deemed adequate even if it is not sent to the chosen Domicilium provided it is actually received by a Party.
30. ELECTRONIC COMMUNICATIONS AND TRANSACTIONS
30.1. This Agreement may be concluded electronically by accepting its terms in accordance with the Electronic Communications and Transactions Act 25 of 2002.
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