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STANDARD TERMS AND CONDITIONS

INTRODUCTION

These Terms and Conditions shall apply to all work undertaken and services provided by Taxability to Client.

Please read these Terms and Conditions carefully. In particular, it is important to pay special attention to clauses in bold as these clauses may limit Taxability’s responsibility or involve some risk for Client.

By clicking “ACCEPT” or completing and signing the Taxability Application Form or otherwise authorising or instructing Taxability to proceed with the Services, Client explicitly acknowledges that he/she/it has read, understood and agrees to be bound by these Terms and Conditions.

Acceptance of these Terms and Conditions by Client does not obligate Taxability to accept Client as a client or to provide any services to Client. Client should not assume that Taxability shall render any services or undertake any work unless such services are agreed in writing by Taxability to Client.

These Terms and Conditions comprise the agreement that Taxability has with Client (“Agreement”).

DEFINITIONS

The following definitions shall apply to the Agreement:

“Client” means the person (natural or legal) receiving Services from Taxability;

“SARS” means the South African Revenue Service established in terms of the South African Revenue Service Act 34 of 1997 (as amended) for administering the South African tax system and customs service;

“Services” means the services set out in Taxability’s Engagement Letter and or Taxability’s client acceptance letter, or as may be otherwise agreed between the parties, that Taxability agrees to provide to Client;

“ Taxability” means Taxability Proprietary Limited (registration number 2014/167766/07) with its offices at Ground Floor, Roland Garros Building, The Campus, 57 Sloane Street, Bryanston, Johannesburg; and

“Work Product” means any service, written or oral opinion, advice or report that Taxability may create while providing the Services.

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CAPACITY

Client may only agree upon these Terms and Conditions if he/she/it has legal capacity and is not precluded from doing so under any applicable laws. Client does not have the necessary legal capacity if, for example, a court order has declared Client to be mentally unfit or if Client is under the age of 18.

If these Terms and Conditions are agreed upon on behalf of an organisation or company (legal person), then the person clicking “ACCEPT” or completing and signing the application form warrants that he/she has the necessary authority to bind itself, that organisation or company to these Terms and Conditions.

COMMENCEMENT AND DURATION

Each Engagement shall commence on signature and submission of the application form and shall continue unless terminated by either party on at least 30 (thirty) days prior notice, subject to the right of either party to terminate the Engagement in accordance with these terms and conditions.

SERVICES

Opinions

Opinions and other services shall be rendered on a time and materials basis, at the rates specified in an Engagement Letter provided to Client or, if not so specified, at Taxability's then-current standard rates.

Income Tax Returns

Taxability warrants that it is registered as a tax practitioner with a recognised controlling body as well as with SARS.

Client hereby grants to Taxability a special power of attorney to act on its behalf to complete and render all Income Tax returns to SARS and to deal with all correspondence, enquiries and objections relating to the submission and subsequent assessment of Income Tax returns. Client gives Taxability all such power and authority as if Client had attended to these tasks personally and hereby ratifies all such actions performed by Taxability as if Client had performed such actions itself. Client shall sign a separate power of attorney and send the original thereof to Taxability as may be required by SARS.

As soon as possible and after receipt of all the information and documentation from Client, Taxability shall complete all necessary tax forms and submit them to SARS on behalf of

Client. Client agrees that all assessments provided by SARS shall be final and Client shall have no claim of any nature against Taxability in respect of such assessments.

Client acknowledges that all tax return assessments shall be based upon the information and documentation supplied by Client and accordingly indemnifies and holds Taxability harmless against any and all claim/s of whatsoever nature by Client or any third party as a result of any inaccuracy or error which may appear in any form submitted to SARS by Taxability on behalf of Client.

Client furthermore agrees that it shall have no claim whatsoever against Taxability for any loss and/or damages caused through loss of documents occasioned by fire, theft or any cause whatsoever, including negligence on the part of Taxability, and Client hereby indemnifies and holds Taxability harmless against any and all claim/s of whatsoever nature by Client or any third party as a result of loss of documents occasioned by fire, theft or any cause whatsoever.

INFORMATION, DOCUMENTATION AND INSTRUCTIONS

In general, to give Client the best advice, Taxability requires comprehensive instructions. Therefore if Taxability does not receive all the relevant information and documentation, Client may receive tax advice based on incorrect assumptions.

Client warrants that the information and documentation that it shall provide from time to time to Taxability and upon which Taxability shall base its calculations on behalf of Client, shall be true, correct, complete and accurate to the best of Client’s knowledge and belief. Unless required by any applicable law, Taxability shall not be obliged to establish, and shall not be responsible for, the reliability, accuracy or completeness of any information or documentation.

Client shall inform Taxability in writing of any information which may come to his/her/its attention or if any event or circumstance occurs that may be relevant to the Services.

If Taxability uncovers fraud or other irregularities relating to Client and/or the Services, Taxability shall notify Client, and Taxability and Client shall meet within thirty (30) days of such notice to take steps to remedy the situation. If the irregularity is not rectified by Client within thirty (30) days of the meeting, Taxability shall submit a written report to the regulatory board of tax practitioners, setting out details of the irregularity, and shall forward a copy of the report to Client.

FEES AND DISBURSEMENTS

The fees for the Services shall be stated in the Engagement LetterUnless specifically stated otherwise all fees shall be subject to an annual escalation of no less than 10% (ten percent) on the previous year's fees.

If Taxability provides any additional Services to or on behalf of Client from time to time, or should it be necessary for Client to consult with Taxability outside of those services noted in the engagement letter, Client shall pay Taxability Taxability's standard hourly rates, or the hourly rate or fee as agreed upon by Client and Taxability.

Client shall be liable for all fees and disbursements, regardless of whether or not Client receives any reimbursement or payment from SARS.

Any disbursements that Taxability incurs on Client’s behalf in providing the Services shall be charged in addition to the fees.

All fees and costs are exclusive of value added tax (VAT) and such other taxes payable in respect of any Services provided by Taxability (except taxes based on the income of Taxability), which taxes shall be payable by Client.

Unless otherwise agreed between the parties, fees shall be quoted, expressed and paid in Rand.

PAYMENT

The fees for the Services shall be payable on presentation of invoice by Taxability to Client.

Client shall make payment in full of all fees and disbursements. Client agrees that it does not have the right to deduct or set off any amounts that Taxability may owe Client against any amount that Client owes Taxability.

Payments for Services rendered are not refundable unless specifically agreed in writing by Taxability. Where work does not proceed to a conclusion or our services are terminated, Taxability shall charge for all Services rendered and work done, together with all disbursements incurred by Taxability in relation to the Services, up to the date of termination.

If any amounts are outstanding for more than 30 (thirty) days from the date of the invoice, then Taxability may: stop providing the Services (Client agrees that Taxability shall not be responsible for any loss or damages resulting from such suspension);

4Dated 09 April 2018 Draft 1 charge Client interest at the rate of interest as prescribed by the Prescribed Rate of Interest Act 55 of 1975 (as amended), which is currently 9% per annum, from the due date for payment until date of receipt of payment by Taxability; and exercise a lien over any documents in Taxability’s possession.

VAT may be applicable by law to the provision of the Services to Client.

All fees quoted are exclusive of value added tax (VAT). Taxability shall pass on to Client any applicable VAT in respect of both fees and disbursements.

Taxability relies on representations made by Client to determine whether the Services are VAT exempt or subject to the zero rate. If Services treated as VAT exempt or subject to the zero rate are later found to be taxable, Client agrees to pay to Taxability the amount of the VAT, as well as any penalties or interest resulting from failure to pay VAT. Similarly, Taxability shall reimburse Client if it mistakenly charged VAT and subsequently recovered that VAT from the tax authority.

ANTI-MONEY LAUNDERING PROCEDURES

Taxability has a legal duty to verify the identity of all its clients, and, in the case of corporate clients, to establish their beneficial owners and to verify the identity of the beneficial owners, by obtaining satisfactory evidence of identity. The precise nature of the evidence required shall vary according to circumstances, including the nature of Client’s organisation or trading vehicle (where Client is not an individual). Taxability shall set out these know-your-client requirements and request copies of the required documentation. Additionally to the legislative requirements, Taxability requires corporate clients to provide evidence of their ultimate beneficial ownership. [Note: FICA lists “board of executors or a trust company or any other person that invests, keeps in safe custody, controls or administers trust property” as an “Accountable Person” that is required to comply with FICA.]

TERMINATION

An event of default shall occur if:

Client fails to pay any fees or other amount owing by it to Taxability on due date and which is not remedied within 5 (five) days of receipt of written notice requiring it to do so;

5Dated 09 April 2018 Draft 1 a party commits any other breach of any provision of the Agreement and fails to remedy that breach within a period of 30 (thirty) days after receipt of written notice requiring it to do so; a party effects, or attempt to effect, a compromise or composition with its creditors; a party defaults or threatens to default in payment of its liabilities generally, or ceases or threatens to cease to carry on business; a party commits an act of insolvency as set out in section 8 of the Insolvency Act 24 of 1936; or a party is sequestrated or liquidated (whether provisionally or finally) or passes a resolution to commence business rescue proceedings, or if business rescue proceedings are otherwise commenced.

If an event of default (as provided for in clause An event of default shall occur if:) occurs, the non-defaulting party shall, without prejudice to any other rights that it may have under the Agreement or in law, to terminate the Agreement and/or claim immediate specific performance of all of the defaulting party's obligations, in either event without prejudice to its rights to claim damages.

LIMITATION OF LIABILITY

To the fullest extent permissible by applicable law, and save for any damages or losses falling within the ambit of section 51(1)(c) of the Consumer Protection Act 68 of 2008 (as amended), where applicable, Client expressly understands and agrees that: each party’s maximum liability for damages and losses shall be limited to the agreed fees by Client to Taxability for the Services; and no party shall be liable for any indirect, special or consequential damages and/or losses or any loss of material, data, business or profits,

arising from or related to the Agreement even if Client or Taxability have been advised of the possibility of such loss or damages and whether such claim, loss or damage results from breach of contract, delict or any other cause without limitation.

The Services are rendered by a company (legal person), and Client agrees not to pursue any action against any individual director, employee or consultant of Taxability in respect of any claim.

RECORD KEEPING

In the interest of storage space, Taxability may destroy any data and files (except documents in safe custody) at any time 5 (five) years after the date of its final invoice to Client in respect of the Services to which the documents relate or, if the Services are in respect of income tax returns, at any time 5 (five) years after the date of the submission of the return. Client should let Taxability know if Client would like to make other arrangements.

WORK PRODUCT

Taxability shall own the copyright and all other intellectual property rights in the Service, the processes and procedures used in the provision of the Services and Work Product, as well as any original ideas created by it in the course of providing the Services.

While rendering the Services, Taxability may provide oral interim opinions, advice and/or reports. However, Client should only rely upon Taxability’s final written Work Product.

Should any event or circumstance occur that may have an effect on the Work Product, Taxability shall not be obliged to update or amend its final written Work Product.

If Taxability provides any Work Product or other document to Client or to another party, and changes are made to the Work Product or document, Taxability shall not be responsible for any loss or damages caused by the changes, unless Taxability has specifically approved the changes in writing and signed by its duly authorised representative.

The Services and Work Product is for the benefit and information of Client only. Client agrees not to disclose the Work Product to any third party without the prior written consent of Taxability save that Client may disclose it to its professional advisors for seeking advice about the Services. The Work Product may only be copied for Client’s own personal use or for internal purposes (as the case may be).

ADDRESS FOR LEGAL NOTICES

Your physical (street) address set out in the application form or Engagement Letter (where appropriate) shall be your chosen address for receiving any legal proceedings and legal notices (for example, a summons).

Taxability shall assume that Client has received any notice that it has sent to Client within 7 (seven) days of posting, or on the same day if delivered by hand or sent by email.

Client must notify Taxability immediately of any change of address.

Taxability chooses as its address for purpose of receiving legal proceedings and legal notices, at Ground Floor, Roland Garros Building, The Campus, 57 Sloane Street, Bryanston, Johannesburg

For the Attention of the Directors.

GENERAL

The Agreement sets out the entire agreement between Taxability and Client for the provision of the Services. No change or amendment to the Agreement shall be of any effect unless in writing and signed by an authorised representative of Taxability and Client.

Neither Taxability nor Client shall be liable for any failure or delay in performing its/his/her obligations (other than Client’s payment obligations) if such failure or delay is caused by circumstances beyond its reasonable control.

No party shall be bound by any term, representation, warranty or promise not stated in the Agreement.

South African law governs the Agreement.

Taxability may institute action against Client in a Magistrates’ Court, even if its claim against Client is greater than would otherwise be allowed.

No favour, concession, indulgence, extension of time that Taxability may allow Client shall affect or substitute any of Taxability’s rights against Client.

Each clause and paragraph of the Agreement is a separate and independent provision. If any provision is found to be invalid, illegal or unenforceable, such provision shall not affect the remaining provisions, which shall remain binding.

Termination of the Agreement, or one or more of the rights and obligations, shall not affect any provisions of the Agreement that are intended to continue to have effect and apply after such termination.

Neither Client nor Taxability may transfer or assign any of the rights and obligations under the Agreement unless in writing and signed by an authorised representative of Taxability and Client.

The parties’ rights and obligations shall be binding upon and inure to (i.e. come into legal effect) the benefit of the parties and their respective successors and permitted assigns.

Nothing in the Agreement shall be interpreted or regarded as binding Taxability to the provisions of the Consumer Protection Act, 68 of 2008 (as amended) in instances where such Act would not otherwise be binding on them by virtue of its provisions.

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