Terms of Service

TERMS OF USE – KIDS DIALOGUE

 

  1. INTRODUCTION
    • The Company has developed the Platform as a means for increasing accessibility by End-Users to health professionals, as well as, educational tools, such as virtual seminars, on various topics related to the parent/guardian-child relationship.
    • The Professional is a registered health professional with the HPCSA and currently provides health professional services as a registered occupational therapist, psychologist or other health professional.
    • This is an agreement between the End-User (on behalf of your child/ward) and the Company, in terms of which the End-User acknowledges and agrees that his/her use of the Platform is subject to the terms and conditions set out herein.
    • In this document:-
      • Account” has the meaning set out in clause 1;
      • Applicable Laws” means all legislation as is applicable to: (i) the Company in the administration of the Platform and ancillary business, and in sharing the End-User’s Personal and Health Information; and/or (ii) the Parent or End-User in respect of his/her use of the Platform, including without limitation the Consumer Protection Act 68 of 2008 and the Protection of Personal Information Act 4 of 2013, the Children’s Act 38 of 2005, as well as all subordinate legislation issued in terms of such legislation and any other order or measure of any government, local government, statutory or regulatory body or court having the force of law, as amended or replaced from time to time;
      • Business Day” means each day other than a Saturday, Sunday or proclaimed public holiday in South Africa;
      • Company” means Kids Dialogue Proprietary Limited (with registration no.: 2020/57691/07 [a company incorporated in accordance with the company laws of the Republic of South Africa;
      • Company’s Nominated Account” means the following South African bank account:
        First National Bank
        Acc: 62339415996
        Branch: 253442
        Current Account
        Mercantile Bank
        Acc: 1050796799
        Branch: 450105
        Current Account
      • End-User” means a parent or legal guardian who has been granted a right to access the Platform (on behalf of his/her child) by the Company for purposes of connecting virtually with a health professional and/or who wishes to purchase Products from the Platform;
      • Hardware” means a computer, internet line and any other like hardware required to access or related to the Platform;
      • Health Information” means all Special Personal Information relating to the health status of a person, treatment or stay in a health establishment;
      • HPCSA” means the Health Professionals Council of South Africa;
      • Package” shall have the meaning ascribed thereto as set out in clause 2;
      • Parties” or “Party” means the Company and the End-User (on behalf of his/her child), or either of them, as the context indicates;
      • Personal and Health Information” means the Personal Information and/or Health Information of an End-User or his/her children or wards;
      • Personal Information” means “personal information” as defined in POPI;
      • Platform” means the online platform developed by the Company and/or in respect of which the Company can grant End-Users and health professionals access rights, and in terms of which End-Users can (inter alia) connect with professionals in the health profession, as well as access and purchase other Products available on the Platform;
      • Products” means programs, materials, virtual webinars and other functionalities made available to End-Users on the Platform for purchase from time to time;
      • Professionals” means any health professional that provides Services to End-Users and/or End-Users’ children/wards through the Platform;
      • Service Providers” means persons who sell and market the Products on the Platform;
      • Services” means the health professional services provided by the Professional to End-Users on the Platform;
      • Signature Date” means the date upon which this TOU policy is signed by the Parent on behalf of the End-User;
      • TOU” or this “Agreement” means the terms of use set out herein; and
      • VAT” means value added tax as contemplated in the Value-Added Tax Act 89 of 1991, as amended from time to time.
  1. DURATION
    • These TOUs shall endure for the initial period of the relevant Package, as described in clause 2,  where after it shall automatically renew for successive periods equal to the term of the relevant Package, provided that either Party shall be entitled to terminate these TOUs on 1 (one) months’ prior written notice to the other, which termination shall be effective at the expiry of the relevant Package, and provided that each End-User shall be entitled, on 1 (one) months’ notice to change the Package he/she/it is on, which change shall only take effect from the date on which the preceding term of the Package lapses.
    • The End-User shall have access to the Platform for the duration of the Package he/she/it selects, which include the following:
      • Basic for a period of 3 (three) months (“Basic”). Persons who select the Basic Package shall not have access to the Services, but shall have access to the Platform
      • Standard for a period of 6 (six) months (“Standard”). Persons who select the Standard Package shall have access to the Services (on a limited basis) as well as the Products; and
      • Premium for a period of 9 (nine) months (“Premium”). Persons who select the Premium Package shall have access to all the Services and the Products made available on the Platform.
  1. REGISTRATION
    • In order to use the Platform to access the Services or Products, the End-User is required to register him/herself and his/her child/wards thereon and by doing so create an account for the End-User’s continued access to the Platform (“Account”).
    • The information uploaded for purposes of registration must be accurate, complete and updated as necessary. The Company will not be held liable for any harm to the End-User that may arise as a result of inaccurate, incomplete or outdated registration information.
  2. SECURITY OF ACCOUNT
    • The End-User is solely responsible for the security of his/her Account passwords and for the use of their Account, including any access to his/her Personal Information thereon. Other than the End-User’s child/wards, the End-User may not permit the use of his/her Account by any other person. The End-User shall immediately notify the Company of any unauthorised use of his/her password or Account.
    • The Company reserves the right to revoke or deactivate the End-User’s Account username and password at any time.
  3. INDEPENDENCE OF PROFESSIONALS AND SERVICE PROVIDERS
    • Access to and use of the Platform by Professionals for purposes of rendering the Services and/or and or Service Providers for purposes of selling and providing the Products to End-Users does not imply the Company’s recommendation or endorsement of such Professional nor the standard of Services he/she provides, nor any Service Provider or his/her/its Products, nor is the Platform intended as a tool for verifying the credentials, qualifications, or abilities of any Professional or Service Provider. The Company makes no representations as to the accuracy or reliability of any opinion, statement, or other information provided by any Professional and Service Provider via the Platform.
    • The Company cannot and does not assume any responsibility or liability for the use or misuse, by the Professional or any Service Provider or any third party, of any content or other information submitted, transmitted, or received via the Platform.
    • The Company shall in no event be liable to the End-User for any decision made or action taken pursuant to the Services rendered by a Professional or for any act or omission of any Service Provider in relation to the sale and delivery of the Products.
    • The End-User acknowledges and understands that the Professionals and Service Providers are independent contractors, and are not, employees, agents, partners or joint venturers of the Company. The Professionals and the Service Providers do not have any power to bind nor attempt to bind the Company to any contract.
  4. USE OF THE PLATFORM
    • The End-User shall at all times comply with Applicable Laws when accessing and using the Platform. The End-User may not access the Company’s networks, computers or services via the Platform in any manner that could damage, disable, overburden, or impair them, or interfere with any other person’s use and enjoyment thereof.
    • The End-User may not attempt to gain unauthorized access to any Services, other End-User accounts, Hardware, computer systems, or networks connected to the Platform. Any attempt by any individual or entity to solicit login information of any other user or Professional, or to access any such Account, will be considered an express and direct violation of these TOUs and of the Applicable Laws.
    • The End-User shall be held liable for all acts and/or omissions of his/her children/wards in respect of the Platform, as if such act or omission was his/her own.
    • The End-User hereby agrees to, and shall procure that his/her children/wards, use the Platform and to provide the Services responsibly, and in a manner that is not: unlawful, threatening, harassing, abusive, defamatory, slanderous, libellous, harmful to minors, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful or abusive.
    • The End-User hereby agrees not to, and shall procure that his/her children/wards do not:-
      • reproduce, copy, distribute, modify, publish, transmit, display, use, reuse, re-publicize, assign, sublicense, sell, or exploit for any public or commercial purpose, any portion of the Platform;
      • attempt to change, add to, remove, deface, hack or otherwise interfere with the Platform or any material or content displayed on the Platform; and/or
      • access or use the Platform in any way that could or is intended to damage or impair the Platform, or any server or network underlying the Platform, or interfere with anyone else’s use and enjoyment of the Platform.
    • The Company does not recommend or endorse any specific content, services, tests, healthcare professionals, products, procedures, opinions, or other information that may be mentioned on the Platform.
    • The Company shall be entitled to alter, modify, up-grade or update the Platform at any time.
    • Content and services, links to other apps, web sites or information, software, data, or other content, online or offline (“External Content and Services“), such External Content and services and related information are outside of the Company’s control. The Company does not control, endorse, verify the truth or accuracy of, or review content outside of the Platform and shall not be responsible for such content. The information, software, data, or other contents (including opinions, claims, comments) contained in linked references are those of the companies or individuals responsible for such External Content and services and cannot be attributed to the Company. The Company does not warrant, nor shall it in any way be responsible for, information, software, data, privacy policies, related or pertaining to External Content and services.
    • The End-User hereby undertakes to indemnify the Company for any loss, damages or expenses incurred by it as a result of any negligent or wilful act or omission of the End-User or his/her children/wards in relation to the Platform.
    • If the End-User or his/her children/wards violate any of the provisions set out in this clause 6, the Company hereby reserves the right to withdraw the End-User’s right to use the Platform whether permanently or temporarily.
  5. PERSONAL INFORMATION / DATA USE
    • The Company undertakes to treat as strictly confidential all Personal and Health Information, which it may obtain from or relating to an End-User or an End-User’s children/wards whilst providing access to the Services or Products via the Platform and to at all times process, disclose or store any such information in accordance with POPI and all other Applicable Laws.
    • Subject to clause 1, and other than to its employees or contractors, the Company shall not disclose Personal and Health Information to any third party unless:
      • such third party is bound by the same provisions and obligations as those set out in these TOUs;
      • the Company has received the End-User’s (and where applicable the End-User’s children/wards’) prior written consent; and
      • for the avoidance of doubt, in relation to all Health Information, the Company has procured the prior written consent of all persons to which the Health Information relates to disclose such information to the third parties, and where such Health Information relates to a child or ward, the Company has procured the prior written consent of that child’s or ward’s legal guardian to the disclosure of such information to third parties.
    • The provisions of clause 2 shall not apply if such Personal and Health Information is or becomes public knowledge and is in the public domain by any reason other than through an act or omission on the part of the Company or its employees or contractors as contemplated in clause 8.2 or if such Personal and Health Information is required to be disclosed by the Company under any law applicable, provided that the Company has used its best efforts to afford the End-User, its children or wards, the opportunity to obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the Personal and Health Information required to be so disclosed.
    • Subject to the Applicable Laws the Company shall keep the End-User’s Personal Information confidential.
    • The End-User hereby consents to the Company now and after the deactivation of the his/her Account, requesting, receiving and sharing and otherwise processing the End-user’s Personal Information for the purpose of providing the End-User with access to the Platform in accordance with the terms of these TOUs and Applicable Laws.
    • The Company shall at all times comply with the provisions of POPI and other Applicable Laws when processing, storing or otherwise disclosing the End-User’s Personal Information.
    • The End-User hereby indemnifies the Company (its directors, officers and employees) against any loss or damages that it (or its children/wards) may suffer or incur as a result of or in connection with or arising from any use or disclosure of the Personal and Health Information of any End-User or its children/wards by the Company that is inconsistent with these TOUs or Applicable Laws.
    • This clause 8 shall survive for so long as the Personal Information and/or the Personal and Health Information remains confidential, notwithstanding the deactivation of the User’s Account and subsequent termination of these TOUs for whatever reason.
  6. DIRECT MARKETING AND COMMUNICATIONS
    • the End-User agrees and consents to the Company sending him/her promotional emails, text messages, notifications and automated content (“Communications”) concerning the Services and Products in relation to the Platform. The End-User shall be given the opportunity to opt out of these Communications by following the unsubscribe instructions that are included therein.
    • The End-User acknowledges that Opting out of receiving Communications may impact the functionality of the Platform in respect of the Services rendered and Products made available to the End-User.
    • The End-User’s consent to receive Communications is not a condition of the use of the Platform to access the Services or to Purchase any of the Products.
    • The End-User understands and agrees that by receiving Communications he/she will be charged by his/her wireless or internet provider and that such Communications may be generated by automated systems.
  7. VIOLATION OF TERMS AND TERMINATION
    • If the End-User violates any of these TOUs, his/her permission to use the Platform for any purpose whatsoever automatically terminates.
    • The Company may place limits on, modify, or terminate the End-User’s right to access and use the Platform for the Services and/or purchase of Products at any time for any reason or no reason, with or without notice. This suspension or termination may delete information, files, and other previously available content.
    • The Company further reserves the right to modify or discontinue the Services and/or any of the Products at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without giving notice thereof to the End-User. On account of any change to the Services, Products or Platform, or any suspension or termination of the End-User’s access to or use of the Services or Platform or purchase of the Products, the Company will have no liability towards the End-User.
    • The End-User may terminate his/her Account, and subsequently these TOUs, at any time by selecting to deactivate his/her Account in the settings page or contacting customer service at [].
  8. LICENSING
    • The Company hereby grants the End-User a personal, revocable, worldwide, royalty-free, non-commercial, non-transferrable and non-exclusive license to access the content and Services and Products on the Platform. This license is for the limited purpose of enabling the End-User to use the Platform and its functionalities, in the manner permitted by these TOUs. In the event that the Company revokes this license, the End-User will no longer have any right to access the Platform or make any use of its content.
    • The End-User acknowledges that he/she does not acquire any ownership rights or rights of use in or to any content on the Platform by copying, reproducing, distributing, transmitting, displaying, broadcasting or publishing that content except where explicitly permitted to do so.
  9. INTELLECTUAL PROPERTY
    • All intellectual property rights in and to the Platform shall remain the property of the Company or its licensors and the End-User acknowledges that other than the right to use the Platform, the End-User shall not be entitled (and shall not permit any third party to) to sub-license, copy, adapt reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Platform (in whole or in part).
    • All software and content included on the Platform, including but not limited to, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property the Company or the property of its content suppliers and is protected by international intellectual property laws.
    • The registered and unregistered trademarks, names, logos and service marks displayed on the Platform is the property of the Company. Nothing contained on the Platform, except as expressly stated in these TOUs, will be construed by the End-User as the granting of any license or right to use any trademark without the prior written permission of the Company. All rights in and to the content and trademarks are reserved and retained by the Company, or where applicable, its content suppliers. The End-User acknowledges that the Company, or its content suppliers (where applicable), are the proprietors of all the content and trademarks on the Platform, whether it constitutes confidential information or not, and that he/she holds no right, title or interest in any such material.
  10. LIABILITY AND EXCLUSION OF WARRANTIES
    • The Platform and the content, and use of all related platforms and facilities, are provided “as is, as available”, without any warranties, whether express or implied. To the fullest extent permitted by applicable law, the Company disclaims all representations and warranties relating to the Platform and the content on the Platform, including in relation to any inaccuracies or omissions in the Platform, quality, fitness for a particular purpose, accuracy, availability, non-infringement or implied warranties from course of dealing or usage of trade.
    • The Company does not warrant that the Platform will always be accessible, uninterrupted, timely, secure, error free or free from computer virus or other invasive or damaging code or that the Platform will not be affected by any acts of god or other force majeure events, including inability to obtain or shortage of necessary materials, equipment facilities, power or telecommunications, lack of telecommunications equipment or facilities and failure of information technology or telecommunications equipment or facilities. The Company may suspend or withdraw or restrict the availability of all or any part of the Platform for business and operational reasons.
    • While the Company may use reasonable efforts to include accurate and up-to-date information on the Platform, the Company makes no warranties or representations as to its accuracy, timeliness or completeness thereof.
    • The Company does not guarantee that the Platform will be secure or free from bugs or viruses.
    • The End-User acknowledges that temporary interruptions in the availability of the Platform may occur for whatever reason, and that the availability of the Platform is dependent upon the support and infrastructure of the Company’s service providers, as well as the End-User’s access to internet, the speed of such internet and the compatibility of the Hardware with the Platform. The Company shall therefore not be liable for any loss or damage of whatsoever nature suffered by the End-User as a result of any interruptions to the availability of the Platform that are beyond the control of the Company.
    • The Company shall at no time be seen as undertaking any liability to provide the End-User with relevant health services (as defined in the Medical Schemes Act 131 of 1998 (“MSA”) or to defray any costs or expenses associated with the receipt any Services. The End-User acknowledges and understands that the Company is not a medical scheme and is not carrying on the business of a medical scheme, and shall at no time be treated, considered or dealt with by an End-User or Professional as such.
  11. DOMICILIUM CITANDI ET EXECUTANDI

 

  • The End-User: As provided for in the signature clause below.

 

  • Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by electronic mail.
  • Either of the Parties may by notice to the other Parties change the physical address chosen as its domicilium citandi et executandi to another physical address where postal delivery occurs in South Africa or its electronic mail address, provided that the change shall become effective on the 5th (fifth) Business Day from the deemed receipt of the notice by the other Parties.
  • Any notice to a Party –
    • delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or
    • sent by e-mail to its chosen e-mail address or fax number, as the case may be, stipulated in clause 1, shall be deemed to have been received on the date of despatch (unless the contrary is proved).
  • Notwithstanding anything to the contrary herein contained a written notice or communication (including an e-mail) actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.
  1. ARBITRATION
    • Any dispute (including any controversy or claim) which arises in regard to this Agreement, or out of or pursuant to this Agreement (including with respect to the formation, breach, termination or invalidity hereof) (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction), shall be submitted to and decided by arbitration in accordance with this clause 15.
    • The arbitration shall be held with only the Parties and their representatives present thereat.
    • The seat of the arbitration shall be Johannesburg, South Africa.
    • Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in South Africashall be administered by Arbitration Foundation of Southern Africa. If any provision of this clause 15 is inconsistent with the rules of the Arbitration Foundation of Southern Africa in force at that time, the provisions of this clause 15 shall prevail.
    • The arbitrator shall be an impartial practising advocate of not less than 10 (ten) years’ standing, or an impartial practising attorney of not less than 10 (ten) years’ standingappointed by the Parties or, failing agreement by them within 10 (ten) Business Days after the arbitration has been demanded, at the request of any one of the Parties, shall be nominated by the Chairperson of the Legal Practice Council whereupon the Parties shall forthwith appoint such person as the arbitrator. If that person fails or refuses to make the nomination, or if any such office does not exist, a Party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so.
    • Within 10 (ten) Business Days after the pleadings have closed, the arbitrator shall determine the period within which the hearing will be concluded, taking into account the particular circumstances of the dispute. The arbitrator shall be entitled to extend the aforesaid time period under exceptional circumstances. The determination made by the arbitrator as regards the period within which the hearing will be concluded and/or the commencement date and/or the recommencement date shall be final. Neither of the Parties may raise as good and sufficient cause for the absence of a Party to the arbitration proceedings the unavailability of that Party’s legal representative.
    • The arbitratorshall, subject to the provisions of this clause 15, have the sole, fullest and freest discretion with regard to the proceedings save that the arbitrator, shall be obliged to give his/her award in writing fully supported by reasons and shall adopt procedures suitable to the circumstances of the particular case, avoiding unnecessary delay or expense, so as to provide a fair means for the resolution of the matters falling to be determined.
    • The Parties shall be entitled to have the award made an order of court of competent jurisdiction.
    • The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential.
    • The arbitrator shall have the power to give default judgment if any of the Parties fail to make submissions on due date and/or fails to appear at the arbitration.
    • The arbitrator, but exercising the powers of an expert and not of an arbitrator, may “make the contract”, but only as between the Parties, by completing any gaps in the contract or by determining any matter which has been or is left to be agreed upon by the Parties and on which they have not reached agreement. In such a case the arbitrator shall be entitled to reject any submissions made by the Parties and to make his/her own independent decision. His/her decision shall be final and binding on the Parties.
    • The arbitrator shall be competent to rule on his/her own jurisdiction, including with respect to the existence or validity of this clause 15.Notwithstanding any other provisions of this Agreement, each of the Parties agree not to challenge the arbitrator’s ruling on his/her own jurisdiction, and if any application to court on any such matter is made the Parties agree that they will not request the court to exercise its discretion and will be satisfied if a court does not exercise its discretion in such circumstances. The arbitrator’s authority to determine his/her own jurisdiction does not affect a competent court’s authority to determine the arbitrator’s jurisdiction, but any application to court on any such matter shall not affect the continuation of the arbitration proceedings, save and to the extent that a court otherwise orders.
    • There shall be a right of appeal against any arbitral award provided that:
      • the appeal is noted within 10 (ten) Business Days of the arbitral award;
      • the appellant delivers the record to the respondent within 10 (ten) Business Days of the record becoming available to the appellant. The relevant provisions of this arbitration clause shall apply mutatis mutandis in regard to the appeal (including any cross appeal); and
      • the appeal shall be heard before a panel of 3 (three) arbitrators and the provisions of clauses 5 and 15.6 shall apply.
    • The Parties, together with the arbitrator, will agree from time to time on the arbitrator’s remuneration and when and how it shall be paid in the interim. The Parties shall, pending the final determination of the arbitrator as to which of the Parties shall ultimately be liable for the costs of the arbitration, fund the costs (such as the costs of any venue, arbitrator’s remuneration, recording, transcription and other costs and expenses ancillary to the arbitration) which need to be paid in the interim, in equal proportions.  If at any time a Party does not pay his/her/its portion of the costs when required in the interim, that Party will be excluded from participating in the arbitration and the other Parties shall be entitled to request a final award from the arbitrator as regards that Party.  Within 10 (ten) days of the making by the arbitrator of a final determination as to which Party shall bear the costs of the arbitration, the Party against which such determination has been made shall reimburse to the other Parties the costs borne by such Party in the interim together with interest thereon, if the arbitrator so awards.
    • The provisions of this clause 15 shall remain in effect even if this Agreement is terminated for any reason.
    • If it is alleged or found that the agreement embodied in this Agreement was induced by a fraudulent misrepresentation or if such agreement is void or voidable on any other ground, then notwithstanding that the remainder of this Agreement may be void or voidable the Parties agree that the provisions of this clause 15 are severable from the rest of this Agreement and shall remain in effect. In such circumstances any dispute relating to any such fraudulent misrepresentation or relating to whether this Agreement or the agreement embodied herein is void or voidable shall be submitted to and decided by arbitration in accordance with this clause 15.
  2. GOVERNING LAW

This Agreement as well as any dispute resolution or arbitration proceedings, shall be governed by and construed in accordance with the laws of South Africa .

  1. INDEPENDENT ADVICE

The Parties acknowledge that it has been free to secure independent legal and other advice as to the nature and effect of all the provisions of this Agreement and the agreement embodied herein that it has either taken such independent legal and other advice or dispensed with the necessity of doing so.

  1. GENERAL
    • This Agreement constitutes the sole record of the agreement between the Parties in relation to the subject matter hereof. None of the Parties shall be bound by any express or implied term, representation, warranty, promise nor the like not recorded herein.
    • The Parties hereby represent that it has all requisite power and authority to enter into this Agreement and that the person signing this Agreement on behalf of such Party is authorised to do so.
    • This Agreement supersedes and replaces all prior commitments, undertakings or representations, whether oral or written, between the Parties in respect of the subject matter hereof.
    • The rights, powers, privileges and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law.
    • No addition to, waiver, variation, novation or agreed cancellation of any provision of this Agreement shall be binding upon the Parties unless reduced to writing and signed by or on behalf of the Parties.
    • If at any time any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be or become illegal, invalid or unenforceable under any applicable law, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is already illegal, invalid or unenforceable, shall not be affected or impaired thereby. The Parties agree in such event, and insofar as may be available under applicable law, to substitute valid, legal and enforceable provisions for the invalid, illegal or unenforceable provisions so as to implement the intention of the Parties hereto to the extent legally possible.
    • No indulgence or extension of time which a Parties may grant to the other Parties shall constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event and to the extent that the grantor has signed a written document expressly waiving or limiting such right.
    • Without prejudice to any other provision of this Agreement any successor in title, including any executor, heir, liquidator, judicial manager, curator or trustee, of a Party shall be bound by this Agreement.
    • This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument as at the Signature Date.
    • No Party shall be entitled to cede, assign, transfer, encumber or delegate any of its rights, obligations and/or interests in, under or in terms of this Agreement to any third party without the prior written consent of the other Parties.
    • Each of the Parties shall bear and pay its own costs of and incidental to the negotiation and execution of this Agreement.