Alien LEGAL Warranty

Alien Automation Technology (Pty) Ltd

HARDWARE WARRANTY & SERVICES AGREEMENT THIS AGREEMENT FORMS PART OF THE TAX INVOICE WITH THE CUSTOMER.

AGREED TERMS; online publishing

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Agreement:

1.1.1 Additional Equipment: any Hardware or Software at any Site that is provided by Alien Automation Technologies Pty Ltd and Alien Consulting CC, to the Customer subsequent to the Tax Invoice;

1.1.2 Agreement: Hardware Warranty & Service Agreement read together with The Terms and Conditions and Alien EULA.

1.1.2.1. Charges: any and all of the Software Prices, the Hardware Prices, Hourly Rates, Service Charge, Emergency Rates and Other Rates as relevant to the Tax Invoice;

1.1.3 Commencement Date: the execution date of the Tax Invoice.

1.1.4 Confidential Information: information, however recorded or preserved, that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, of the disclosing party and the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party and which has not come into the public domain during the term of this Agreement in breach of any obligation of confidence, including information relating to the System or any of its constituent parts, or any such parts, commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing;

1.1.5 Connectivity: providing access to the internet via a fixed connection;

1.1.6 Customer: the customer specified on the relevant Tax Invoice or invoice;

1.1.7 Customer Representative: a person duly authorised by the Customer to act on its behalf for the purposes of this Agreement and identified to Alien Automation Technology (Pty) Ltd on the Tax Invoice or otherwise in writing;

1.1.8 Data Protection Law: all applicable data protection laws and regulations in any jurisdiction; Emergency Maintenance Services: the Scheduled Maintenance to be provided by Alien Automation Technology (Pty) Ltd outside Maintenance Hours;

1.1.9 Days: Business Days

1.1.10 Emergency Rates: the charges to the Customer for any Emergency Maintenance Services as set out in the Tax Invoice;

1.1.11 Employees: Alien Automation Technology (Pty) Ltd’s employees, consultants, subcontractors, and any Third Level Engineer;

1.1.12 Good Industry Practice: the exercise of that degree of skill, care, prudence, efficiency, foresight, and timeliness as would be expected from a leading company within the relevant industry or business sector;

1.1.13 Hardware: the hardware provided by Alien Automation Technology (Pty) Ltd and used by the Customer in relation to the Services; 1.1.14 Hardware Prices: the prices for the Hardware as set out in the Tax Invoice;

1.1.15 Hourly Rates: the hourly rates as set out in the Tax Invoice for Scheduled Maintenance Master Agreement that is not included in the Service Charge;

1.1.16 Initial Period: the term of the Tax Invoice commencing from the Implementation Date and as specified in the Tax Invoice.

1.1.17 Intellectual Property Rights: all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights, and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now or in the future subsist anywhere in the world, including the right to sue for and recover damages for past infringements;

1.1.18 Implementation Date: the date on which the Services are deemed fully operable. This date will be communicated to the Customer as the earlier of the dates set out in the “Item Description” section against each Service on the first invoice;

1.1.19 Maintenance Hours: means the hours between 9.00 am and 5.30 pm each day excluding Saturdays, Sundays, and public holidays in the United Kingdom;

Manufacturer's Warranties: the warranties given by any third-party manufacturer in relation to any Hardware;

1.1.20 Tax Invoice: the relevant Tax Invoice setting out the terms of the services to be provided by Alien Automation Technology (Pty) Ltd to the Customer;

1.1.21 Other Rates: any other rates including but not limited to on-site support as specified in the Tax Invoice;

1.1.22 Other Terms and Conditions: any and all terms and conditions entered into between the Customer and Alien Automation Technology (Pty) Ltd in relation to a specific Service as set out in the Tax Invoice;

1.1.23 Scheduled Maintenance: maintenance to be carried out during Maintenance Hours.

1.1.24 Service Levels: the service levels to be met by Alien Automation Technology (Pty) Ltd in Schedule 2;

1.1.25 Service Charge: the charge for the Services payable by the Customer to Alien Automation Technology (Pty) Ltd as specified in the Tax Invoice;

1.1.26 Services: means the services to be provided by Alien Automation Technology (Pty) Ltd as specified in the Purchase Order;

1.1.27 Site: the locations at which the Services are to be provided as specified in the Purchase Order;

1.1.28 Software: software installed by Alien Automation Technology (Pty) Ltd under this Agreement and all subsequent amendments and updates to, or new versions of, such software as may be provided under this Agreement;

1.1.29 Software Prices: the prices for the Software as set out in the Tax Invoice;

1.1.30 System: with the exception of Workstations, means the Hardware and Software, network infrastructure and Connectivity, and such additions and changes thereto in relation to the Services as specified in the Tax Invoice;

1.1.31 Third Level Engineer: someone who, in the sole opinion of Alien Automation Technology (Pty) Ltd, has significant knowledge and experience of the technology relevant to the Services under this Agreement;

1.1.32 Workstation: any desktop, laptop or mobile computer, or equivalent equipment used to Master this Agreement connected to the System;

1.1.33 VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction; and,

1.1.34 Alien Automation Technology (Pty) Ltd Representative: a person duly authorised by Alien Automation Technology (Pty) Ltd to act on its behalf for the purposes of this Agreement and identified to the Customer by written notice from Alien Automation Technology (Pty) Ltd’.

1.2 A reference to one gender includes a reference to the other genders.

1.3 Words in the singular include the plural and, in the plural, include the singular.

1.4 References to include or include shall be deemed to have the words "without limitation" inserted after them.

1.5 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application, or re-enactment, and includes any subordinate legislation for the time being in force made under it.

1.6 Except where a contrary intention appears, a reference to a clause or schedule is a reference to a clause of or schedule to this Agreement.

1.7 Clause and schedule headings do not affect the interpretation of this Agreement.

1.8 Writing or written includes faxes and e-mail except where expressly provided to the contrary.

1.9 The schedules to this Agreement, together with any documents referred to in them including, in particular, the Tax Invoice and those letters of variation that add additional Sites where Alien Automation Technology (Pty) Ltd will provide Services and other agreed terms relating to those additional Sites, will all form an integral part of this Agreement and any reference to this Agreement means this Agreement together with the Tax Invoice, schedules and all documents referred to in them, and such amendments or letters of variation in writing as may subsequently be agreed between the parties.

1.10 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2. SUPPLIER'S OBLIGATIONS

2.1 Alien Automation Technology (Pty) Ltd shall use reasonable endeavours to:

(a) provide and manage the Services to the Customer in all material respects;

(b) meet any performance dates specified in this Agreement, but any such dates shall be estimates only and time for performance by Alien Automation Technology (Pty) Ltd shall not be of the essence of this Agreement; and,

(c) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Sites and that have been communicated to it prior to the Implementation Date of each Site.

2.2 Alien Automation Technology (Pty) Ltd shall not be liable under this Agreement if it is in breach of any of its obligations under this Agreement as a result of complying with clause 2.1.

3. CUSTOMER OBLIGATIONS

3.1 The Customer shall:

(a) co-operate with Alien Automation Technology (Pty) Ltd in all matters relating to the Services;

(b) provide, for Alien Automation Technology (Pty) Ltd and its Employees, in a timely manner and at no charge, access to any of the Site, data, and other facilities as reasonably required by Alien Automation Technology (Pty) Ltd;

(c) inform Alien Automation Technology (Pty) Ltd of all health and safety rules and regulations and any other reasonable security requirements that apply at the Site prior to the Implementation Date of each Site;

(d) to ensure that all Customer's equipment is in good working order and suitable for the purposes for which it is used in relation to the Services;

(e) not attempt to rectify any fault or error that may occur in the System but inform Alien Automation Technology (Pty) Ltd as soon as it may be aware of the fault or error;

(f) be responsible for the compliance of its employees with its IT policy including but not limited to password management and other security measures that are considered Good Industry Practice;

(g) be responsible for any and all call recording compliance;

(h) not attempt to rectify any fault or error that may occur in the System but inform Alien Automation Technology (Pty) Ltd’ as soon as it becomes aware of the fault or error;

(i) obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services and the installation of the Systems insofar as such licenses, consents, and legislation relating to the Customer's business; these licenses are updated annually and only obtainable during the active subscription of the software systems.

(j) and keep and maintain Equipment in accordance with Alien Automation Technology (Pty) Ltd’s instructions from time to time and shall not dispose of or use the Equipment other than in accordance with Alien Automation Technology (Pty) Ltd’s instructions or authorisation.

3.2. If Alien Automation Technology (Pty) Ltd’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants, or employees, Alien Automation Technology (Pty) Ltd shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

3.3. The Customer shall be liable to pay to Alien Automation Technology (Pty) Ltd, on demand, all reasonable costs, charges, or losses suffered or incurred by Alien Automation Technology (Pty) Ltd (including any direct, indirect, or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement and any other acts or omissions resulting in losses including but not limited to damage to any or part of the System.

3.4. The Customer shall not, without the prior written consent of Alien Automation Technology (Pty) Ltd, from the Commencement Date until 6 months after the date of termination of this Agreement, solicit or entice away from Alien Automation Technology (Pty) Ltd or employ or attempt to employ any person who is, or has been, engaged as an Employee of Alien Automation Technology (Pty) Ltd in the provision of the Services.

3.5. During the term of this Agreement, the Customer shall perform and comply with its obligations and duties set out in Schedule 1.

4. CHANGE CONTROL

4.1. Either party may, by giving written notice to the other at any time during the term of this Agreement, request a change to the System, Services or Charges.

4.2. Within 7 working days of receipt of such notice, Alien Automation Technology (Pty) Ltd shall prepare for the Customer a written quote for any increase in the Charges, and of any effect that the requested change would have on Master Agreement the Services.

4.3. Within 7 working days of receipt of the written quote referred to in clause 4.2, the Customer shall inform Alien Automation Technology (Pty) Ltd in writing of whether or not the Customer wishes the requested change to be made. Alien Automation Technology (Pty) Ltd shall not make the requested change until the parties have agreed and signed a letter of variation to incorporate such agreed changes into this Agreement in accordance with clause 20.

4.4. Notwithstanding clause 4.3, Alien Automation Technology (Pty) Ltd may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. If Alien Automation Technology (Pty) Ltd requests a change to the scope of the Services for any other reason, the Customer shall not unreasonably withhold or delay consent to it.

5. SUBSTITUTIONS

5.1. In the event that any Hardware and/or Software is either: (i) discontinued by the manufacturer; (ii) unsupported by the manufacturer; and/or (iii) no longer meets the standard necessary for Alien Automation Technology (Pty) Ltd to fulfill its obligations and Service Levels under this Agreement (“Affected Item”), Alien Automation Technology (Pty) Ltd will notify the Customer of the same and the Customer shall either:

(a) request a replacement of the Affected Item; or

(b) continue to use the Affected Item.

5.2. If the Customer requests a replacement of the Affected Item pursuant to clause 5.1 (a), Alien Automation Technology (Pty) Ltd will provide the Customer with a quotation for the cost of a replacement for the Affected Item (“Replacement Item”). If the Customer accepts the quotation:

(a) Alien Automation Technology (Pty) Ltd shall provide an invoice for the Replacement Item;

(b) Alien Automation Technology (Pty) Ltd shall provide the Replacement Item set out in the invoice; and

(c) the Customer shall pay Alien Automation Technology (Pty) Ltd for the Replacement Item within 14 days of the date set out on the invoice.

5.3. If the Customer chooses to continue with the Affected Item pursuant to clause 5.1(b), the Customer acknowledges and agrees that any further support provided by Alien Automation Technology (Pty) Ltd for the Affected Item after the date of notification issued under clause 5.1 including but not limited to maintenance, manual provisioning and/or fault investigations shall be charged at Alien Automation Technology (Pty) Ltd’ Hourly Rates and any additional related third party charges.

5.4. Any quotations provided under this Agreement shall be valid for a maximum of 30 days from the date set out on the quotation document.

6. INSTALLATION

6.1. Alien Automation Technology (Pty) Ltd will invoice the Customer for any Software or Hardware necessary to install the Connectivity at a Site on the relevant Site Implementation Date and such invoice will immediately become due and payable by the Customer.

6.2. Alien Automation Technology (Pty) Ltd will use reasonable endeavours to install the Connectivity at each Site and will communicate an estimated Implementation Date where possible.

6.3. If a delay under clause 6.3 has resulted in an increase in cost to Alien Automation Technology (Pty) Ltd in carrying out its obligations under this Agreement, Alien Automation Technology (Pty) Ltd may at its sole discretion, invoice the Customer and the Customer shall pay for, Hourly Rates and for any Hardware, Software or Additional Equipment incurred as a result of such delay under clause 6.3.

6.4. If a delay under clause 6.3 has resulted in an increase in cost to Alien Automation Technology (Pty) Ltd in carrying out its obligations under this Agreement, Alien Automation Technology (Pty) Ltd may at its sole discretion, invoice the Customer and the Customer shall pay for, Hourly Rates and for any Hardware, Software or Additional Equipment incurred as a result of such delay under clause 6.3.

6.5. In the event that any part of the System installation takes longer than estimated by Alien Automation Technology (Pty) Ltd due to unforeseen circumstances (including but not limited to building infrastructure issues or technology infrastructure existing prior to the Implementation Date) or the acts or omissions of the Customer or third parties, Alien Automation Technology (Pty) Ltd may, at its sole discretion, notify and charge the Customer for any additional time incurred due to such prolonged Installation.

7. SERVICES

7.1. The Customer shall, at its own expense, prepare the Site for installing the Connectivity in accordance with the information provided by Alien Automation Technology (Pty) Ltd in advance of the Implementation Date. Alien Automation Technology (Pty) Ltd may request reasonable assistance from the Customer to carry out such preparation.

7.2. Alien Automation Technology (Pty) Ltd shall make reasonable endeavours to ensuring that the Connectivity is installed and is in working order in preparation for the Customer to use the System by the estimated Implementation Date.

7.3. During the term of this Agreement and in relation to the System and the Services, Alien Automation Technology (Pty) Ltd shall provide support for the System by telephone or remote access or both and, in the opinion of Alien Automation Technology (Pty) Ltd, where Alien Automation Technology (Pty) Ltd will require the telephone assistance of a Third Level Engineer, Alien Automation Technology (Pty) Ltd will, as far as reasonably practicable, provide this within 4 Maintenance Hours of the Customer’s initial call.

7.4. If Alien Automation Technology (Pty) Ltd is unable, in its opinion, to provide such support in clause 7.3, it will provide corrective maintenance pursuant to clause 7.5.

7.5. Corrective peripheral hardware maintenance:

(a) Upon receipt of written notification from the Customer that the System has failed or is malfunctioning, Alien Automation Technology (Pty) Ltd shall provide support, as necessary, to repair, reconfigure, fix, patch, or otherwise as may be necessary to restore the System to its proper operating condition.

(b) In the event Alien Automation Technology (Pty) Ltd is unable to restore the System to its proper operating condition remotely, Alien Automation Technology (Pty) Ltd will, at its sole discretion, arrange a visit by one of its employees or a third-party engineer to the affected Site to remedy such System failure.

7.6. In the event Alien Automation Technology (Pty) Ltd must visit a Site to remedy a System to restore it to its full operating condition outside Maintenance Hours, the Hourly Rates due and payable for such visit shall be calculated from the arrival of Alien Automation Technology (Pty) Ltd Employee on the Site until such time Alien Automation Technology (Pty) Ltd Employee shall leave the Site.

7.7. In the event the Customer requests any Services in respect of Additional Equipment, Alien Automation Technology (Pty) Ltd will provide a quotation for the Services of such Additional Equipment, subject to the Customer being granted, at the Customer’s cost, any right and/or licenses from the Additional Equipment owner as Alien Automation Technology (Pty) Ltd requires to maintain the Additional Equipment, and:

(a) if the Customer agrees to the quotation, Alien Automation Technology (Pty) Ltd will set out such agreed changes to this Agreement pursuant to clause 4, and any agreed charges will be added to the Service Charge in respect of future payments; or

(b) if the Customer does not agree, both parties will continue to be governed by the terms of this Agreement.

7.8. Alien Automation Technology (Pty) Ltd reserves the right to amend all or part of the Services and/or modify the Charges under Master Agreement of 22 clause 4 if:

(a) The customer has not prepared the Site for installing the Connectivity by the Implementation Date;

(c) there is any fault in any attachments or associated equipment which do not form part of the System; or

(d) there is any attempt by any person other than Alien Automation Technology (Pty) Ltd’s personnel to adjust, repair, or maintain the System.

7.9. This service excludes:

(a) the provision of Services at a Site, unless agreed in writing between the parties;

(b) all costs associated directly and indirectly with the repair of Hardware;

(c) first-line end-user support;

(d) electrical or other environmental work external to the System;

(e) maintenance of any attachments or associated equipment which do not form part of the System; or

(f) recovery or reconstruction of any data or programs lost or corrupted as a result of any breakdown of or fault in the System.

7.10. Alien Automation Technology (Pty) Ltd shall make the System secure in accordance with the Manufacturer’s instructions or, as a minimum, to Good Industry Practice standards as at the Implementation Date and at the completion dates of any subsequent major updates. Thereafter and notwithstanding anything to the contrary, the Customer acknowledges and accepts that the Customer will be fully and solely responsible for end user password management and liable for any and all costs, damage, or data loss (including but not limited to telephone call costs) in the event that any telecommunication, Integrated Services Digital Network (ISDN) or Session Initiation Protocol (SIP) trunk supply connected to or forming part of the System fails, is hacked into by any third party, becomes insecure, results in a denial of service attack, is left operational by error, omission or otherwise on the part of the Customer or any of its customers, employees or agents, or through modifications to the System or anything attached to the System. The Customer will be liable to, and hold Alien Automation Technology (Pty) Ltd harmless from and against, all actions, claims, demands, liabilities, damages, costs, losses, or expenses (including without limitation, consequential losses, loss of profit, loss of reputation and all interest, penalties, legal and other professional costs and expenses) related to such event set out in this clause 7.10.

7.11. Alien Automation Technology (Pty) Ltd shall make an additional charge, in accordance with its Hourly Rates, for requests for maintenance by the Customer by reason of any fault in the System due to causes not covered by the Services or which Alien Automation Technology (Pty) Ltd, in its opinion, believes to be frivolous or unnecessary.

7.12. In the event that there is a System failure in the opinion of Alien Automation Technology (Pty) Ltd, Schedule 2 will apply.

7.13. On the termination of this Agreement by the Customer, the Customer shall not be entitled to reimbursement of such part of the Service Charge as has been paid in advance and relate to the Services which will not now be provided and calculated on a pro-rata basis by Alien Automation Technology (Pty) Ltd.

7.14. During the term in which the Services are to be provided, the Customer shall not, without Alien Automation Technology (Pty) Ltd’s prior written approval, allow any person other than an Alien Automation Technology (Pty) Ltd Representative to modify, repair, or maintain any part of the System.

7.15. The Customer shall co-operate with Alien Automation Technology (Pty) Ltd in any manner reasonably required by Alien Automation Technology (Pty) Ltd in order to carry out the Services, including the provision of information and data, the Customer shall:

(a) provide access to the Systems for the purpose of carrying out diagnostics and correction of defects, provided that such access shall be direct or remote, at Alien Automation Technology (Pty) Ltd’ option, and that, in the latter case, the Customer will be subject to any additional requirements for security and encryption techniques or software which may from time to time be specified by Alien Automation Technology (Pty) Ltd;

(b) comply, as soon as reasonably practicable, with all Alien Automation Technology (Pty) Ltd’s reasonable requests for information or assistance;

(c) provide such further access for Employees to the Site as is necessary to carry out Alien Automation Technology (Pty) Ltd’s obligations under this Agreement. The Customer shall obtain all permissions necessary to grant such access to Alien Automation Technology (Pty) Ltd; and

(d) when the Employees are working on the Site, provide facilities and supplies reasonably required by Alien Automation Technology (Pty) Ltd, such as power and computer consumables to allow Alien Automation Technology (Pty) Ltd to fulfil its obligations under this Agreement.

8. CHARGES

8.1. In consideration of the Service Charge, Alien Automation Technology (Pty) Ltd agrees to provide the Services, telephone support, and remote access support within Maintenance Hours at the Service Levels from the Implementation Date.

8.2. In consideration of the Emergency Rates and any charge as notified to the Customer from time to time in writing, Alien Automation Technology (Pty) Ltd will provide Emergency Maintenance Services, telephone support, and remote access support outside Maintenance Hours at the Service Levels from the Implementation Date for each Site on the basis of the information provided by the Customer and Alien Automation Technology (Pty) Ltd’ assessment of the Customer’s current system.

8.3. If there is found to have been any misinformation from the Customer regarding the Customer’s current system, Alien Automation Technology (Pty) Ltd has the right to vary the Agreement pursuant to clause 4 or, where such reasonable change is not agreed with the Customer, terminate the Agreement.

8.4. Pursuant to clauses 8.1, 8.2, and 8.3, the Customer shall pay the Charges which are a combination of both a time and materials basis and a fixed price basis as set. Clause 8.7 shall apply if Alien Automation Technology (Pty) Ltd provides Services on a time and materials basis and clause 8.9 shall apply if Alien Automation Technology (Pty) Ltd provides Services for a fixed price. The remainder of this clause 8 shall apply in either case.

8.5. Alien Automation Technology (Pty) Ltd shall be entitled at any time after the expiry of the Initial Period, to increase the Charges by giving no less than 30 days’ prior written notice to the Customer.

8.6. The Customers shall pay Alien Automation Technology (Pty) Ltd for any travel and subsistence expenses incurred in relation to Site visits anywhere in the world.

8.7. Where Services are provided on a time and materials basis under this Agreement:

(a) the charges payable shall be charged at the Hourly Rate on a pro-rata basis for each part day or for any time worked by Employees;

(b) all charges quoted to the Customer shall be exclusive of VAT, which Alien Automation Technology (Pty) Ltd shall add to its invoices at the appropriate rate; and

(c) Alien Automation Technology (Pty) Ltd shall ensure that every individual whom it engages on the Services completes time sheets recording time spent on the Services.

8.8. Alien Automation Technology (Pty) Ltd shall invoice the Customer monthly in arrears with interest, for its charges under clause 8.7, its expenses and materials (together with VAT where appropriate) for the month concerned.

8.9. Alien Automation Technology (Pty) Ltd shall invoice the Customer for the first Service Charge payment under this Agreement within 30 days after the Implementation Date. For all fixed payments that become due and payable by the Customer thereafter, Alien Automation Technology (Pty) Ltd shall invoice the Customer on the 16th day of the month prior to the month at which Alien Automation Technology (Pty) Ltd will supply the Services.

8.10. The Customer shall be required to set up and maintain a direct debit for the payment of all invoices submitted to it by Alien Automation Technology (Pty) Ltd for the Service Charge.

8.11. Without prejudice to any other right or remedy that it may have, if the Customer cancels their direct debit and subsequently fails to pay Alien Automation Technology (Pty) Ltd within 7 days of the due date, Alien Automation Technology (Pty) Ltd may at its sole discretion, suspend all Services until a new direct debit is in place and all outstanding payments have been made in full.

8.12. Time for payment shall be of the essence of this Agreement.

8.13. All outstanding sums payable to Alien Automation Technology (Pty) Ltd under this Agreement shall become due immediately on its termination, despite any other provision. This clause is without prejudice to any right to claim for interest under the law or any such right under this Agreement.

9. HARDWARE WARRANTIES:

Alien Automation Technology (Pty) Ltd warrants that as far as it is able, Alien Automation Technology (Pty) Ltd will pass on to the Customer the benefits of any Manufacturers' Warranties.

10. SOFTWARE

10.1. Subject to any express provisions set out in this Agreement to the contrary or otherwise where it is necessary for Alien Automation Technology (Pty) Ltd to carry out the Services, the Software is proprietary to the Customer (or Master Agreement the appropriate third-party rights owner(s) for the purchased subscription period, and Alien Automation Technology (Pty) Ltd acquires all rights in or to the Software managing the Hardware.

10.2. The Customer shall use all reasonable endeavours to prevent any infringement of its Intellectual Property Rights in the Software.

10.3. The Customer grants, subject to the terms of this Agreement, and the software licensee of the software to be integrated, the non-exclusive, non-transferable right to integrate, additional Software to Alien Automation Technology (Pty) Ltd and any third party Alien Automation Technology (Pty) Ltd may employ to carry out the Services and Alien Automation Technology (Pty) Ltd’ obligations under this Agreement; to manage copywritten hardware.

11. CONFIDENTIALITY AND PUBLICITY

11.1. Each party undertakes not to use the other party's Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement (Permitted Purposes).

11.2. Each party shall treat as confidential all Confidential Information of the other party supplied under this Agreement and the party receiving Confidential Information from the other party shall not divulge that received Confidential Information to any person except to those who need to know it for the Permitted Purposes.

11.3. The restrictions imposed by clause 11.1 and clause 11.2 shall not apply to the disclosure of any Confidential Information which:

(a) is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 11;

(b) before any negotiations or discussions leading to this Agreement was already known by the receiving party (or, in the case of the Customer, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or

(c) is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit the disclosure to such authorised person to the extent necessary).

11.4. Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other party, at that other party's reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.

11.5. This clause 11 shall remain in full force and effect after the termination of this Agreement.

12. DATA PROTECTION

12.1. The following definitions apply:

(a) the terms "Information officer", “Operator”, "Personal Information", "Processing", “Responsible Party” and "Special Personal Information" bear the respective meanings given them in section 1 of the Protection of Personal Information Act 4 of 2014;

(b) “Personal Information” means any personal data provided by or on behalf of the Customer.

12.2. Alien Automation Technology (Pty) Ltd shall only carry out the processing of any Customer's Personal Data after obtaining the Customer's consent.

12.3. Alien Automation Technology (Pty) Ltd shall use reasonable efforts to ensure the accurate migration of any data but gives no warranties as to the completeness or accuracy of such migration. The Customer shall be responsible for checking the accuracy and completeness of the migrated data and shall promptly give sufficient details to Alien Automation Technology (Pty) Ltd of any inaccuracies or omissions in order to permit Alien Automation Technology (Pty) Ltd to correct them. If such data includes personal data, Alien Automation Technology (Pty) Ltd shall return all copies of such personal data to the Customer on completion of the data migration process.

12.4 The Customer will at all times be able to update or request that their personal information be removed/deleted.

12.5 The Customer's personal data will only be processed for the specific purpose provided in the terms and conditions.

12.6 Alien Automation Technology (Pty) Ltd will inform the Customer should their personal information have to be processed by a third party in the course of maintaining and adhering to the specific purpose of the processing and the Customer will be provided with the third party’s contact details.

13. WARRANTIES

13.1. Alien Automation Technology (Pty) Ltd warrants that:

(a) it will perform the Services in a timely, reliable and professional manner, in conformity with Good Industry Practice by its Employees with appropriate skills, qualifications and experience, and has and will have the ability and capacity to meet such requirements;

(b) it is in compliance with, and will perform the Services in compliance with, all applicable laws and regulations; and

(c) the Customer will receive good and valid title to all deliverables in connection with the Services, free and clear of all encumbrances and liens of any kind.

13.2. The Customer hereby warrants to Alien Automation Technology (Pty) Ltd that the Customer has not been induced to enter into this Agreement by any prior representations or warranties, whether oral or in writing, except as specifically contained in this Agreement and the Customer hereby irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation not contained in this Agreement or for breach of any warranty not contained, herein (unless such misrepresentation or warranty was made fraudulently) or to rescind this Agreement.

13.3. The Customer warrants that it holds express licenses to use all Software (other than that owned by the Customer) and; proof of purchase for hardware, that Alien Automation Technology (Pty) Ltd is authorised to implement upgrades to and do other work in relation to such Software under the terms of such licenses. The Customer shall indemnify Alien Automation Technology (Pty) Ltd in respect of all costs, expenses, and liabilities (including but not limited to liabilities for license fees) in respect of any breach of these warranties.

13.4. Save as expressly stated in this Agreement, Alien Automation Technology (Pty) Ltd does not make or give any representations, warranties or conditions, express or implied (by statute, collaterally or otherwise) including but not limited to warranties or conditions as to fitness for purpose or satisfactory quality, which are excluded to the extent permitted by law.

13.5. The warranties set out in this clause 13 are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to this Agreement. Without limitation, Alien Automation Technology (Pty) Ltd specifically denies any implied or express representation that the System will be fit:

(a) to operate in conjunction with any hardware items or software products other than with those hardware items and software products that are identified in the Documentation as being compatible with the System;

(b) to rectify all defects in the System; or

(c) to operate uninterrupted or error-free.

13.6. Any unauthorised modifications, use or improper installation of the System by or on behalf of the Customer shall render all Alien Automation Technology (Pty) Ltd’s warranties and obligations under this Agreement null and Master Agreement void.

13.7. Alien Automation Technology (Pty) Ltd shall not be obliged to rectify any particular defect if attempts to rectify such defect other than normal recovery or diagnostic procedures have been made by the Customer's employees or third parties without the permission of Alien Automation Technology (Pty) Ltd.

13.8. Each party warrants that it has full capacity and authority, and all necessary licences, permits and consents, to enter into and perform this Agreement.

13.9. Each party shall indemnify the other in respect of all costs, expenses and liabilities (including but not limited to liabilities for licence fees) in respect of its breach of these warranties.

14. LIMITATION OF LIABILITY

14.1 Subject to any express contractual terms and conditions of this Agreement, in no event shall the Customer or Alien Automation Technology (Pty) Ltd be liable to the other party for:

(a) loss of profits;

(b) loss of business;

(c) depletion of goodwill or similar losses;

(d) loss of anticipated savings;

(e) loss of goods;

(f) loss of use; or

(g) loss or corruption of data or information.

14.2. The Customer shall indemnify Alien Automation Technology (Pty) Ltd and keep Alien Automation Technology (Pty) Ltd fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors.

15. ASSIGNMENT AND SUBCONTRACTING

15.1. Alien Automation Technology (Pty) Ltd may at any time without the consent of the Customer, employ consultants, third parties, and Third Level Engineers as may be necessary for Alien Automation Technology (Pty) Ltd to fulfil its obligations under this Agreement.

15.2. Subject to clause 15.1, this Agreement is personal to the parties and neither party shall assign, Master Agreement transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

16. TERMINATION

16.1. Alien Automation Technology (Pty) Ltd shall provide the Services to the Customer on the terms and conditions of this Agreement for the duration of the Initial Period and thereafter, the Agreement shall automatically continue for additional 12-month periods thereafter (each being a “Renewal Term”), unless and until terminated in accordance with either clause 16.2 or clause 16.3.

16.2. Either party may terminate this Agreement without cause on no less than 30 (thirty) business days prior written notice to the other, such written notice not to expire prior to the end of the Initial Period or prior to the end of any subsequent Renewal Term as the case may be.

16.3. Unless otherwise stated in this Agreement and without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may at any time terminate this Agreement or the Services at a specified Site with immediate effect by giving written notice to the other party if:

(a) the System or a material part thereof is lost, stolen or destroyed or damaged beyond economic repair; or

(b) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(c) the other party commits a material breach of any term of this Agreement or failure to pay any amounts due under this Agreement) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator/liquidator or if a notice of intention to appoint an administrator/liquidator is given or if an administrator is appointed over the other party;

(g) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration/liquidation or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (d) to clause 16.3(i) (inclusive); or

(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

16.5. On termination of this Agreement for any reason, each party shall as soon as reasonably practicable:

(a) return, destroy, or permanently erase (as directed in writing by the other party) any information or data provided to it by the other party containing, reflecting, incorporating, or based on Confidential Information belonging to the other party;

(b) permanently delete any proprietary Software belonging to the other party and not the subject of a current license granted by the other party from its IT network and hard disks or other storage means associated with any computer equipment owned or controlled by the other party; and

(c) as far as reasonably practicable, return all of the other party's equipment and materials, failing which, the other party may enter the relevant Site and take possession of them, provided, regarding the Customer's rights under this clause (c), that the Customer has (if appropriate) paid Alien Automation Technology (Pty) Ltd in full for such equipment and materials. Until these are returned or repossessed, the party in possession shall be solely responsible for their safekeeping.

16.6. On termination of this Agreement for any reason, the Customer shall immediately pay any outstanding unpaid invoices and interest due to Alien Automation Technology (Pty) Ltd. Alien Automation Technology (Pty) Ltd shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Customer shall pay these invoices under this clause 16.6 immediately on receipt of invoices.

17. DISPUTE RESOLUTION: NEGOTIATION AND ARBITRATION

17.1 In the absence of any specific provision to the contrary, should any dispute, disagreement or claim arise between the Parties (“the Dispute”) concerning this Agreement, the Parties shall endeavour to resolve the Dispute by negotiation.

17.2 This entails either Party inviting the other Party in writing to meet and to attempt to resolve the Dispute within 14 (fourteen) days from date of the aforesaid written invitation.

17.3 If the Dispute has not been resolved by such negotiation within 14 (fourteen) days of the commencement thereof by agreement between the Parties, then the Parties shall submit the Dispute to arbitration for final resolution in accordance with the rules of the Arbitration Foundation of Southern Africa (“AFSA”) by an arbitrator.

17.4 The arbitrator shall be if the matter in dispute is principal:

17.4.1 a legal matter, a practising advocate or attorney of the Republic of South Africa of at least 10 (ten) years’ standing;

17.4.2 an accounting matter, a practising chartered accountant of the Republic of South Africa of at least 10 (ten) years’ standing; or,

17.4.3 any other matter, any independent and suitably qualified person, agreed upon between the Parties to the Dispute. If the Parties are not able to agree upon the arbitrator within 7 (seven) days of the Dispute being submitted to arbitration, the arbitrator shall be appointed by AFSA.

17.5 The decision of the arbitrator shall be final and binding on the Parties and may be made an order of court at the instance of any of the Parties to the Dispute.

17.6 Unless otherwise agreed in writing by the Parties, any such negotiation or arbitration shall be held in Cape Town the Republic of South Africa.

17.7 Notwithstanding anything to the contrary in this clause 34, any Party shall be entitled to apply for, and if successful, be granted, an interdict or other interim and/or urgent relief from any competent court having jurisdiction.

18. GOVERNING LAW AND JURISDICTION

18.1 All transactions made under these Terms and Conditions will be governed by the applicable laws of the country of business.

18.2 Any dispute regarding these Terms and Conditions shall be subject to the exclusive jurisdiction of the applicable court of that country.

19 WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

20 REMEDIES

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

21 ENTIRE AGREEMENT

21.1. This Agreement and any documents referred to in it constitute the whole Agreement between the parties and supersede any previous arrangement, understanding or Agreement between them relating to the subject matter of this Agreement.

21.2. Each party acknowledges that in entering into this Agreement and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement or those documents.

22 VARIATIONS

No variation of this Agreement by any party shall be effective unless it is agreed in writing and signed by both the Customer Representative and the Alien Automation Technology (Pty) Ltd Representative.

23 SEVERANCE

23.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

23.2. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.

24 NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party, except as expressly authorised by the Customer or Alien Automation Technology (Pty) Ltd (as the case may be).

25 FORCE MAJEURE

25.1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control including Acts of God, flood, earthquake, windstorm or other natural disaster, war, threat of or preparation for war, armed conflict, embargo, terrorist attack, civil war, civil commotion or riots, any law or government order, rule, regulation or direction, or any action taken by a government or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary licence or consent, non-performance by suppliers or subcontractors, any Hardware or Software being out of stock, the breakdown and failure or any computers or vehicles used in relation to the Services, fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the party seeking to rely on this clause or companies in the same group as such party) or accidental damage, loss at sea; adverse weather conditions or interruption or failure of utility service, including but not limited to electric power, gas or water.

25.2. The affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 2 months or more, the party not affected may terminate this Agreement by giving 30 days' written notice to the other party.

25.3. Both parties will in any event use reasonable endeavours to mitigate the impact of any force majeure event under clause 23.1 and to recommence the performance of their obligations under this Agreement as soon as reasonably possible.

26 CONFLICT

If there is an inconsistency between any of the provisions of this Agreement, the Tax Invoice and Other Terms and Conditions, the provisions of this Agreement shall prevail in preference to the Tax Invoice and Other Terms and Conditions, and the provisions of Other Terms and Conditions shall prevail over the provisions of the Tax Invoice.

27 NOTICES AND DOMICILIA

Each of the Parties chooses domicilium citandi et executandi (“domicilium”) for the purposes of the giving of any notice, the payment of any sum, the serving of any process and for any other purposes arising from this Agreement at their respective addresses provided in writing to the other party.

28 ASSIGNMENT

Neither this Agreement nor any part, or interest therein or any rights or obligations hereunder may be ceded, assigned, or otherwise transferred by any Party, without the prior written consent of the other Party.

29 SUPERSESSION

This Agreement cancels and supersedes all prior negotiations and agreements entered into between the Parties relating to the matters set forth herein.

30 SEVERABILITY

Any provision in this Agreement which is or may become illegal, invalid, or unenforceable in any jurisdiction shall, with respect to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

31 COUNTERPARTS AND ELECTRONIC SIGNATURE

This Agreement may be executed in a number of counterparts and by the same Parties on different counterparts but shall only be deemed to have been concluded when each Party has executed at least one counterpart. Each counterpart, when executed, shall be an original, but all counterparts together Schedule 1 Customer Obligations

The Customer undertakes to:

(a) ensure that proper environmental conditions are maintained for the System and shall maintain in good condition the accommodation of the System, the cables and fittings associated therewith, and the electricity supply thereto;

(b) not make any modification to the System without Alien Automation Technology (Pty) Ltd’s prior written consent;

(c) keep and operate the System in a proper and prudent manner in accordance with the manufacturer’s operating instructions and ensure that only competent trained employees (or persons under their supervision) are allowed to operate the System;

(d) ensure that the external surfaces of the System are kept clean and in good condition and shall carry out any minor maintenance recommended by the relevant manufacturer or Alien Automation Technology (Pty) Ltd from time to time;

(e) save as provided in this clause, not attempt to adjust, repair, or maintain the System and shall not request, permit, or authorise anyone other than Alien Automation Technology (Pty) Ltd to carry out any adjustments, repairs, or maintenance of the System;

(f) use on the System only such operating supplies as the manufacturer or Alien Automation Technology (Pty) Ltd shall recommend in writing;

(g) not to make any movement of those items of the System specified as not to be moved in the Schedule, nor to remove any of the System from the Site without Alien Automation Technology (Pty) Ltd’s prior written consent;

(h) not use in conjunction with the System any accessory, software, attachment, or Additional Equipment other than that which has been approved in writing by Alien Automation Technology (Pty) Ltd;

(i) upon reasonable notice, provide Alien Automation Technology (Pty) Ltd with full and safe access to the System for the purposes of this Agreement, including but not limited to the provision of access passwords to all necessary levels and the facility for Alien Automation Technology (Pty) Ltd to operate diagnostic software on the System remotely;

(j) ensure in the interests of health and safety that Alien Automation Technology (Pty) Ltd’s personnel, while on the Site for the purposes of this Agreement, are made aware of the Customer’s health and safety procedures;

(k) promptly notify Alien Automation Technology (Pty) Ltd if the System needs maintenance or is not operating correctly;

(l) make available to Alien Automation Technology (Pty) Ltd access to such of its programs, operating manuals and information as may be reasonably necessary to enable Alien Automation Technology (Pty) Ltd to perform its obligations hereunder and shall if requested by Alien Automation Technology (Pty) Ltd, the Customer will provide staff familiar with the Customer’s programs and operations, which such staff shall co-operate fully with Alien Automation Technology (Pty) Ltd’ personnel in the diagnosis of any failure or incorrect operation of the System;

(m) make available to Alien Automation Technology (Pty) Ltd free of charge all facilities and services reasonably required by Alien Automation Technology (Pty) Ltd to enable Alien Automation Technology (Pty) Ltd to perform the Services including without limitation computer runs, memory dumps, print-outs, data preparation, office accommodation, typing and photocopying;

(n) in the event that Alien Automation Technology (Pty) Ltd is requested to supply any Services in respect of any Additional Equipment or software, advise Alien Automation Technology (Pty) Ltd of the date of installation of such item of Additional Equipment at the Site as soon as practicable;

(o) provide such telecommunication facilities as are reasonably required by Alien Automation Technology (Pty) Ltd for testing and remote diagnostic purposes at the Customer’s expense;

(p) keep full security copies of the Customer’s programs, databases and computer records in accordance with best computing practice.

Schedule 2 Service Levels

This Service Level Agreement ("SLA") describes the level of service Alien Automation Technology (Pty) Ltd will provide to Customers in respect of the Services.

1. DEFINITIONS

1.1. In this SLA the following terms shall have the following meanings, unless otherwise specified here: Availability Means the percentage of a particular calendar month the Service is available, as measured by Alien Automation Technology (Pty) Ltd - not including any Scheduled and or Emergency Maintenance; Response Time Means the time Alien Automation Technology (Pty) Ltd will start working on an issue.

2. Service Level Targets

2.1. Alien Automation Technology (Pty) Ltd have no control over the speed, performance or availability of the wider Internet. No guarantees are made or implied for the quality of Internet calls before they reach Alien Automation Technology (Pty) Ltd’s broadband network due to variants in ADSL connection speeds and stability and distance from the BT telephone exchange local to the Site.

2.2 Availability target: 99.9%

3. The System

3.1 The Customer may be temporarily restricted from accessing the System whilst it is being backed up, maintained, or upgraded by Alien Automation Technology (Pty) Ltd. Such restriction does not count as non-performance against the Availability target. 3.2 Alien Automation Technology (Pty) Ltd will provide the Customer with support during Maintenance Hours. The preferred method for logging support requests is via email to info@aliens.co.za or via 0878977445.

Support Request SLA Type Response Time Level 1 minor - configuration change or general support enquiry. Best endeavours Same working day Level 2 Serious - a non-critical defect or problem for which there is a workaround or ongoing operation is still possible. Best endeavours 2 Maintenance Hours Level 3 Critical - the problem results in total unavailability of the Service affecting the entire user base. Guaranteed 1 Maintenance Hours

3.3. In the event of a total System failure, Alien Automation Technology (Pty) Ltd will restore the failed System from the most recent backup of the System to a standby server.

4. Scheduled & Emergency Maintenance

4.1 Where Scheduled Maintenance will be scheduled to take place after 8pm GMT on a Friday and before midnight GMT on the immediate Sunday following (Additional Maintenance), this paragraph 4 will apply and will be covered by the Service Charge and no additional Hourly Rates will apply.

4.2 Advanced notice of Additional Maintenance and the period in which Alien Automation Technology (Pty) Ltd will undertake such Additional Maintenance, will be sent to the Customer via email or notified by telephone at least 7 days prior to such the scheduled Additional Maintenance period.

4.3 Upgrades of The System software are part of the Additional Maintenance and are ordinarily conducted quarterly and take between approximately 1 and 8 hours depending on complexity and whether problems are encountered during the upgrade.

4.4 Emergency Maintenance Services may be necessary in order to apply security-related software patches or resolve a service affecting critical issues in relation to the System. Alien Automation Technology (Pty) Ltd will conduct this outside Maintenance Hours where possible and will notify the Customer if practicable, but such services in this paragraph 4.4 shall be covered by the Service Charge and no additional Hourly Rates will apply.

5. SLA Measurement

5.1. To monitor the availability of the System, Alien Automation Technology (Pty) Ltd will remotely monitor the System.

5.2. Performance against SLA Service Availability targets is measured on a monthly basis and is calculated using the equation below using data gathered from remote monitoring.

Availability = Total minutes in month - Maintenance minutes - Unavailability minutes Total minutes in a month - Maintenance minutes

5.3. Maintenance minutes include minutes of unavailability due to scheduled maintenance and emergency maintenance under paragraph 4.