Terms and Conditions

DEFINITIONS

"Basic Monthly Rental" means the rental calculated as a rate per square meter monthly payable by the Tenant to the Landlord for leasing the Premises from the Landlord.

"Commencement Date" means date of the campaign being advertised.

"Expiry Date" means (i) 30 September 2022, subject to the Landlord extending such date in its sole and absolute discretion, (ii) until the relevant Property in which the Premises is situated is fully let (iii) until the Landlord in its sole and absolute discretion terminates the MomentumSHIFT promotion, whichever is the earlier.

"Furniture means" any new or second-hand furniture belonging to the Landlord and brought onto the Premises for the Tenant's use during the lease period which may include but is not limited to pedestals, cable trays, cadenzas, shelves, chairs, cabinets, desks, tables, couches, coffee tables.

"Gross Rental means" the aggregate of the Tenant's monthly Rates and Taxes, (to the extent applicable) the monthly Parking Rental, (to the extent applicable) the monthly Operating Costs (to the extent applicable), the Basic Monthly Rental and any other monthly charges set out in the agreement of lease concluded between the Landlord and the Tenant.

"IT Cabling means" any cables or related accessories necessary for the tenant's connection onto the IT system.

"Landlord means" Momentum Metropolitan Life Limited, Registration Number: 1904/002186/06, herein represented by Eris Property Group (Pty) Ltd and where applicable will include its successors in title and assigns.

"Operating Cost means" the costs incurred by the Landlord in connection with the administration, management, maintenance, repair and operation of the Property and for which the Tenant is not otherwise liable in terms of the agreement of lease concluded between the Landlord and the Tenant, including, but not limited to the costs and expenses in respect of-

cleaning and security;

lift and escalator maintenance, operating and running costs (if applicable);

air conditioning and heating maintenance, operating and running costs;

gardening, landscaping, and horticulture;

insurance premium;

refuse removal, sewerage, and sanitary services;

provision of common area electricity, water, gas, oil, or any necessary service or utility;

repairs, maintenance contracts, and general maintenance of whatever kind;

redecoration and painting;

management fees;

building amenity costs;

signage;

lighting.

"Parking Rental means" the parking rental payable by the Tenant to the Landlord in respect of leasing either basement, shaded, or open parking bays from the Landlord (if applicable);

"Party / Parties means" the Landlord and/or the Tenant as the context may require.

"Premises means" the premises detailed in the agreement of lease concluded between the Landlord and the Tenant and which is the portion of the Property occupied by the Tenant;

"Property means" the Property of which the Premises forms a part of and with specific reference to the Properties which is subject to the MomentumSHIFT promotion which properties are advertised from time to time.

"Rates and Taxes means" those charges levied by any competent authority or body upon and in respect of the Property and/or other charges relating to the value of the Property and/or the improvements thereon, at any time during the currency of the agreement of lease concluded between the Landlord and the Tenant including any increases in those charges

"Relocation Costs means" the reasonable costs of relocating the Tenant from its existing premises to the new Premises.

"Rent Free Period means" a period during which the Tenant will occupy and trade from the Premises without being liable for any Gross Rental. For the avoidance of any doubt, all utility charges contained in the agreement of lease concluded between the Landlord and the Tenant will remain payable during the rent-free period.

"Tenant Installation Allowance means" an amount advanced from the Landlord to the Tenant in lieu of any tenant works relating to the fit-out of the Premises to be undertaken by the Tenant.

"Tenant means" the various tenants entering into lease agreements with the Landlord in respect of the Premises forming part of the Property.

"Terms and Conditions means" the terms and conditions applying to the MomentumSHIFT promotion as contained in this document.

DURATION

This MomentumSHIFT promotion as detailed herein will commence on the Commencement Date and will terminate on the Expiry Date.

The Landlord reserves the right to:

Extend this MomentumSHIFT promotion on such terms and conditions as stipulated by the Landlord, or

Terminate this MomentumSHIFT promotion on an earlier date, in accordance with the provisions of these Terms and Conditions.

APPLICATION OF MOMENTUMSHIFT PROMOTION

Any prospective Tenant will only qualify for the MomentumSHIFT promotion if the following conditions are present:

The agreement of lease concluded between the Landlord and the Tenant must be for a lease period in excess of 3 (three) years; and

The agreement of lease concluded between the Landlord and the Tenant must be in respect of the Properties as defined in clause 2.12; and

The benefits derived from the MomentumSHIFT promotion must be recorded in the agreement of lease between the Landlord and the Tenant; and

The Tenant has agreed to the advertised rental in respect of the Premises unless the Landlord agreed to amend or restructure the advertised rental; and

The Tenant is not in breach of any of the Terms and Conditions; and

The Tenant has tendered a deed of suretyship acceptable to the Landlord in respect of the Tenant's obligations in terms of the agreement of lease concluded between the Landlord and the Tenant, the Tenant has paid the required deposit or furnished the Landlord with an acceptable irrevocable bank guarantee and the Tenant has paid the first months rental, unless the Landlord has agreed to relax any of the aforementioned provisions.

The value of the benefits afforded to the Tenant in respect of the Momentum SHIFT promotion will be reflected as a percentage in the agreement of lease between the Landlord and the Tenant.

The value of the benefits as stipulated in the agreement of lease between the Landlord and the Tenant may be applied to any one or a combination of the following items, subject to agreement between the Parties:

Tenant Installation Allowance;

Furniture;

IT Cabling;

Relocation Costs;

Gross Rent-free Period.

If the Tenant Installation Allowance benefit applies to the Tenant, the provisions contained in the agreement of lease relating to Tenant Installation Allowance will be read together with the Terms and Conditions.

The benefits as contemplated in clause 4.3. above will only be available to the Tenant if the Tenant is not in rental arrears or in breach of any of the provisions of the agreement of lease on the date the benefits will fall due to the Tenant.

For the avoidance of any doubt, the full escalation percentage will be applicable and payable by the Tenant in respect of any increases in rates and taxes, utilities and other costs as contemplated in the agreement of lease and the Tenant will receive no discount or reduced rate in respect of these actual expenses.

EXCLUSIONS FROM MOMENTUMSHIFT PROMOTION

The MomentumSHIFT promotion will not apply in any of the following instances:

If the space is re-let in accordance with a mandate to re-let by the Tenant due to the Tenant not being interested in continuing to lease the space; and

Any renewals or extensions of existing leases or the Tenant taking up additional space;

If the offer/agreement of lease was not specifically accepted by the Landlord and the Landlord has not signed the offer/agreement of lease in confirmation thereof; and

No offer/agreement of lease will be valid in conjunction with any other offer/agreement of lease; and

If any of the Terms and Conditions are not complied with.

EFFECT OF EARLIER TERMINATION OF THE AGREEMENT OF LEASE

If the agreement of lease concluded between the Landlord and the Tenant on which the MomentumSHIFT promotion applies is canceled earlier for whatever reason the following will apply:

The Tenant will be obliged to refund the Landlord within 7 (seven) days from cancellation a pro-rata portion of the value of any benefit received by the Tenant as contemplated in clause 4.3. above, calculated over the unexpired portion of the lease.

COMPLIANCE WITH POPI LEGISLATION

Definitions

"Data Subject" means the person to whom the personal information relates;

"Person" shall have the meaning ascribed to it in Section 22 of the POPI Act;

"Personal Information" shall have the meaning ascribed to it in Section 22 of the POPI Act;

"POPI" means the Protection of Personal Information Act, 4 of 2013, as amended from time to time, including any regulations and/or code of conduct made under the Act;

"Privacy and Data Protection Conditions" shall mean the 8 (eight) statutory prescribed conditions for the lawful Processing of Personal Information which is entered into a Record and such conditions are listed in Section 4(1) of POPI and are dealt with in detail in Part A of Chapter 3 of POPI;

"Processing" shall have the meaning ascribed to it in Section 22 of the POPI Act;

"Record" shall have the meaning ascribed to it in Section 22 of the POPI Act;

The Data Subject hereby consents and authorizes the Responsible Party to collect, collate, process and store such information as may be reasonably required in order to consider (in the wider sense) and facilitate conclusion and ensure and enforce compliance with commercial transactions.

Such personal information may be collected and obtained from the Data Subject or from a public record or another source (as the case may be).

The personal information requested by the Responsible Party is mandatory in order to provide services to the Data Subject and thus establish a business relationship.

Such personal information may be retained by the Responsible Party as envisaged in terms of section 14(1)(d) and/or section 14(7) of POPI and/or processed as envisaged in terms of section 11(1)(a) and/or 15(3)(a) of POPI.

All parties will comply with the POPI Act and associated regulations and process all the personal information only to consider (in a wider sense) and facilitate conclusion and ensure and enforce compliance with commercial transactions.

The Data Subject irrevocably agrees and acknowledges that all information provided, whether personal or otherwise, may be used and processed by the Responsible Party, and such use may include further processing of personal information of the Data Subject, for marketing purposes, which may include placing such information in the public domain. Further, it is specifically agreed that the Responsible Party will use its best endeavors and take all reasonable precautions to ensure that any information provided, is only used for the purposes it has been provided.

The Data Subject hereby absolves the Responsible Party from compliance with the provisions of section 18(1) of POPI, read with sub-section 18(4), the contents whereof the Data Subject declares himself, herself, or itself to be aware and informed of.

The Data Subject has the right to:

Be notified that personal information about him, her, or it is being collected, the purpose for which such personal information is collected, and the source from where the personal information is collected; and

To be notified if the supply of the information by the Data Subject is voluntary or mandatory and the consequences of failure to provide the information; and

Establish whether a Responsible Party holds any personal information of that Data Subject; and

Request access to his, her, or its personal information as provided for in section 23 of POPI, by using the POPIA-FORM 1 available on our website; and

Request the correction, destruction, or deletion of his, her, or its personal information that is inaccurate, irrelevant, excessive, out of date, incomplete, misleading, or unlawfully obtained by using the POPIA-FORM 3 available on our website; and

Object on reasonable grounds to the processing of his, her, or its personal information as provided for in terms of section 11(3)(a) of POPI by using the POPIA-FORM 2 available on our website (unless the collection and processing of such information is required by law, for example in terms of the Financial Intelligence Centre Act, 38 of 2001); and

Object (by using the POPIA-FORM 2 available on our website) to the processing of his, her, or its personal information at any time for direct marketing in terms of section 11(3)(b) or in terms of section 69 of POPI, and failing such written objection, hereby provides consent thereto; and

Not to have his, her, or its personal information processed for purposes of direct marketing using unsolicited electronic communications except as referred to in section if 69(1) of the POPI Act; and

To submit a complaint to the Regulator regarding an alleged interference with the protection of personal information or submit a complaint to the Regulator in respect of a determination of an adjudicator as provided for in terms of section 74 of the POPI Act; and

To institute civil proceedings regarding the alleged interference with the protection of his, her, or its personal information as provided for in section 99 of the POPI Act; and

At any time to withdraw his, her, or its consent referred to in section 11(1)(a), where such consent is required for the collection, processing, and storing of personal information, by sending a written notification of consent withdrawal via email to popi@eris.co.za. It being recorded that, as an Accountable Institution, the Responsible Party is by law obligated to collect, process, and store personal information before entering into a business relationship.

ASSIGNMENT, CESSION, AND DELEGATION

Assignment, cession, and/or delegation of any rights and obligations respectively under these Terms and Conditions shall be strictly prohibited unless agreed to in writing by the relevant Party whose consent shall not be unreasonably withheld.

NO AUTHORITY

The Parties shall not have authority to bind each other in any manner whatsoever except with the other Party's prior written consent.

CO OPERATION

The parties shall, throughout the duration of the MomentumSHIFT promotion, co-operate and interact with each other in good faith in relation to all aspects of the subject matter and otherwise give full effect to the provisions of this Terms and Conditions.

FORCE MAJEURE

No party shall be liable to the other in respect of the non-performance of any of the provisions of this Terms and Conditions in the event and to the extent that such non-performance is the direct result of or has been directly caused by force majeure, which shall mean any event beyond the reasonable control of a party and which could not reasonably have been foreseen by it and shall include: war, invasion, act of foreign enemy, hostilities or warlike operations (whether war be declared or not), civil war, mutiny, riot (insofar as it is uninsurable), civil commotion assuming the proportions of or amounting to a popular rising, military rising, insurrection, rebellion, revolution, military or usurped power or any act of any person acting on behalf of or in connection with any organization with activities directed towards the overthrow by force of the Government de jure or de facto or to the influencing of it by terrorism or violence, confiscation, nationalization or requisition or destruction of or damage to property by or under the order of the Government de jure or de facto or any Public or Local Authority.

A party claiming force majeure shall as soon as reasonably possible after becoming aware of the force majeure event, notify the other party thereof in writing, stating the nature, extent, and expected duration of same.

The burden of proof of the existence and extent of the alleged event and the enforceability thereof shall rest on the party claiming force majeure.

The party receiving notice in terms of clause 11.2 shall within 7 (seven) days of receipt thereof notify the other party of this acceptance or otherwise of the claim.

BREACH

Should either Party ("the Defaulting Party") fail to punctually or at all comply with any of the provisions contained in this Terms and Conditions, the other party ("the non-defaulting Party") shall be entitled, in addition to all other rights that it may have, to issue a notice calling on the Defaulting Party to remedy any such default within 14 (fourteen) days. If the Defaulting Party fails to respond or to satisfactorily remedy such default, the Non- Defaulting Party shall be entitled, in addition to any other rights and remedies that it may have, including the right to recover damages, to:

Claim specific performance; or

Withdraw from the MomentumSHIFT promotion to which these Terms and Conditions apply, such withdrawal to be effective from the date stipulated in the default notice delivered to the Defaulting Party, or, if no withdrawal date is stipulated in such notice, immediately upon delivery of such notice to the Defaulting Party.

Any party shall be entitled but not obliged to withdraw from the MomentumSHIFT promotion to which this Terms and Conditions apply with immediate effect by written notice if the other party ("Affected Party") –

Commences any insolvency proceedings (including but not limited to business rescue proceedings); or

Ceases or threatens to cease to carry on its normal line of business in the Republic of South Africa; or

Is the subject of any change in the control or any material change in the shareholding or management of the Affected Party, such that 25% (twenty-five percent) of the issued share capital of the Affected Party is held (nominally or beneficially) by another entity;

In which event such withdrawal shall be without prejudice to any claims which affected party may have for damages against the other party.

AMENDMENTS TO THESE TERMS AND CONDITIONS

These Terms and Conditions represent the whole Agreement between the Parties pertaining to the MomentumSHIFT promotion. Any variation, addition, or amendment of these Terms and Conditions shall only be of force and effect if reduced to writing and signed by the Landlord.

The Landlord reserves the right to amend these Terms and Conditions unilaterally without prior notice to the Tenant.

The latest copy of the Terms and Conditions is available on www.momentumproperties.co.za.

INDEMNITY

Subject to the provisions recorded in this Terms and Conditions, the Tenant herewith indemnifies the Landlord against any direct or indirect loss or damage which the Tenant may suffer as a result of or in connection with the MomentumSHIFT promotion.

ANTI-BRIBERY AND CORRUPTION

The Tenant shall not be entitled to claim or receive any benefits or rewards, other than specifically provided for in this Terms and Conditions.

The Tenant confirms that it or any of its employees have not given or received any benefit of any nature whatsoever, nor shall they give any benefit of any nature whatsoever, which can be construed as an unlawful inducement to qualify for the MomentumSHIFT promotion and that they have ensured that all anti-corruption laws, internal processes and anti-corruption preventative measures have been complied with, before signature of the agreement of lease.

Each Party shall ensure that all such anti-corruption laws, internal processes, and anti-corruption preventative measures, which may apply to it under any law or company policy, will continue to be complied with for the duration of the application of the MometumSHIFT benefits.

A breach of this clause 15 shall be a material breach of these Terms and Conditions.

NOTICES AND DOMICILIA

The parties choose as their domicilia citandi et executandi their respective addresses set out in the agreement of lease concluded between the Landlord and the Tenant for all purposes arising out of or in connection with this Terms and Conditions at which addresses all processes and notices arising out of or in connection with this Terms and Conditions, its breach or termination may validly be served upon or delivered to the parties.

Any notice given in terms of this Terms and Conditions shall be in writing and shall –

If delivered by hand be deemed to have been duly received by the addressee on the date of delivery;

If transmitted by email be deemed to have been received by the addressee on the day following the date of dispatch,

Unless the contrary is proved.

Notwithstanding anything to the contrary contained or implied in this Agreement, a written notice or communication received by one of the parties from another shall be adequate written notice or communication to such party.

GENERAL

These Terms and Conditions constitute the sole record of the Agreement between the Parties regarding the subject matter hereof.

No Party shall be bound by any representations, express or implied, warranties, promises, or the like, not recorded herein or incorporated as an Annexure.

These Terms and Conditions supersede and replace prior commitments, undertakings, or representations, whether oral or written, between the Parties in respect of the subject matter hereof.

No relaxation of the terms of this Terms and Conditions and no indulgence which one Party may grant to the other will in any way operate as an estoppel against the former Party or be deemed to be a waiver of its rights, or in any other way limit, alter or prejudice those rights.

These Terms and Conditions are governed by the laws of the Republic of South Africa.

The Landlord's broker mandate terms and conditions apply to the Terms and Conditions, including broker commission calculations.

The Landlord's decision in respect of any dispute or determination regarding the MomentumSHIFT promotion will be final and binding on all the Parties.