SLA TERMS & CONDITIONS

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TENTHOUSE® STRUCTURES SERVICE LEVEL AGREEMENT STANDARD TERMS AND CONDITIONS

1 INTERPRETATION

1.1 In this Agreement, unless inconsistent with or otherwise indicated by the context –
1.1.1 “Agreement” means the agreement comprising the Schedule, these Standard Terms and Conditions and
all annexures;
1.1.2 “Business Day” means any day that is not a Saturday, Sunday or South African or Singaporean public
holiday;
1.1.3 “Client” means the Client as referred to in paragraph 2 of the Schedule and, in as far as it may be
applicable, its subsidiaries and affiliates;
1.1.4 “Client Components” means the materials and equipment that are required to be supplied by the Client
for the purpose of completion of the Project, excluding the Supplied Components, as supplied by
Tenthouse;
1.1.5 “Commencement Date” means the date set out in paragraph 3 of the Schedule, notwithstanding the
Signature Date;
1.1.6 “Confidential Information” means all information or data disclosed in writing, orally or by any other
means by Tenthouse to the Client and shall include but not be limited to any technical, commercial or
scientific information relating to the Supplied Components, Intellectual Property, Clients and business
affairs of Tenthouse;
1.1.7 “Contract Price” means the total amount payable by the Client to Tenthouse for the Supplied
Components, as set out in the Quotation, which price shall exclude VAT, GST and all other taxes unless
specifically agreed by Tenthouse in writing to be included;
1.1.8 “Contract Value” means the Contract Price, duly increased in accordance with any Variation in
accordance with the terms of this Agreement. For the avoidance of doubt, the Contract Value will be the
Contract Price plus the total value of all Variations up to and including the point in time when the Contract
Value is being considered;
1.1.9 “Copyright” means the copyright held by Tenthouse over any and all designs presented to the Client in
the course and scope of this Agreement;
1.1.10 “Delivery” means receipt of the Supplied Components by an authorised representative of the Client at the
Point of Delivery, in accordance with the terms of clause 4 below;
1.1.11 “Final Completion” means the stage of completion of the Services where the Final Structures are free of
all defects, in accordance with clause 9 below;
1.1.12 “Final Structure” means the tents and/or tensile structures and/or other building structures and systems,

and/or other fittings, fixtures and finishes supplied and installed by Tenthouse Structures being the end-
product upon completion of the Project in accordance with the terms of this Agreement, and as specified

in the Quotation;
1.1.13 “Force Majeure” means an event beyond the control of the Party concerned, that is not caused by the
fault of such party and could not reasonably have been foreseen, avoided or overcome by it, that renders
such Party unable to perform its obligations in terms of this Agreement, in accordance with clause 18
below;
1.1.14 “GST” means goods and services Tx, payable in terms of the GST Act;
1.1.15 “GST Act” means the Goods and Services Tax Act 1993;
1.1.16 “Intellectual Property” means all present and future designs, know-how, trademarks, trade names,
brand names, signs, symbols, trade secrets, Copyright and other intellectual property of Tenthouse
relating to the Services or Supplied Components (whether held under license or otherwise), and any
derivatives, modifications or adaptations thereof;
1.1.17 “Party/ies” means Tenthouse or the Client, or both of them, as the context dictates;
1.1.18 “Point of Delivery” means the point of delivery set out in paragraph 4 of the Schedule;

1.1.19 “Practical Completion” means the date on which the Final Structure is completed to such a stage that
would enable the Client to use the Final Structure for the purpose for which it is intended, excluding any
minor snags which would be remedied prior to Final Completion,
1.1.20 “Principal Agent” means the primary agent duly appointed and authorised by the Client to oversee and
sign-off on the Services by Tenthouse and the services by all direct contractors of the Client for the Project
on behalf of the Client;
1.1.21 “Project” means the works in relation to which the Client has appointed Tenthouse, as set out in paragraph
6 of the Schedule, to be completed at the Site;
1.1.22 “Project Programme” means the programme, which sets out the critical path, including timelines,
payment milestones and further deliverables in relation to the rendering of the Services for the Project;
1.1.23 “Quotation” means the written quotation provided by Tenthouse to the Client,
1.1.24 “Schedule” means the information schedule to which these standard terms and conditions are annexed;
1.1.25 “Services” means the services to be rendered by Tenthouse to the Client in terms of this Agreement, and
as further set out in the Quotation;
1.1.26 “Signature Date” means the date of signature of this Agreement by the Party signing last in time;
1.1.27 “Site” means the site described in paragraph 5 of the Schedule;
1.1.28 “Supervision” means the instruction and oversight of the installation of the Supplied Components, as
required for the Project, as set out in the Quotation;
1.1.29 “Supplied Components” means the materials and equipment that are required to be designed, and/or
manufactured and/or procured, packaged and delivered to the Client by Tenthouse as set out in the
Quotation;
1.1.30 “Tenthouse” means Tenthouse Structures (PTE) Ltd, as described in paragraph 1 of the Schedule;
1.1.31 “Variation” means the variation of any of the Services, or any part thereof, including any variation of the
Supplied Components in accordance with clause 6 below;
1.1.32 “VAT” means Value-Added Tax, payable in terms of the VAT Act;
1.1.33 “VAT Act” means the Value-Added Tax, No. 89 of 1991, as amended;
1.1.34 “Workmen” means the workers appointed by or on behalf of the Client for the purposes of the completion
of the Project;
1.1.1 words importing the singular shall include the plural and vice versa;
1.1.2 words importing natural persons includes legal persons and partnerships and vice versa;
1.1.3 words importing one gender includes the other genders;
1.1.4 any reference to an enactment is to that enactment as at the date of signature hereof and as amended or
re-enacted from time to time;
1.1.5 where figures are referred to in numerals and in words, if there is any conflict between the two, the words
shall prevail.

1.2 The clause headings in this Agreement have been inserted for reference purposes only and shall not affect the
interpretation of any provision of this Agreement.
1.3 Words and expressions defined in any sub-clause shall, for the purpose of the clause of which the sub-clause forms
part, bear the meaning assigned to such words and expressions in that sub-clause.
1.4 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, effect
shall be given to it as if it were a substantive clause in the body of the Agreement, notwithstanding that it is only
contained in this interpretation clause.
1.5 If any period is referred to in this Agreement by way of reference to a number of days, the days shall be reckoned
exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day,
in which case the day shall be the next succeeding Business Day.

1.6 The rule of construction that the contract shall be interpreted against the Party responsible for the drafting or
preparation of this Agreement, shall not apply.
1.7 This Agreement shall be governed by and construed and interpreted in accordance with the law of South Africa or
law of Singapore.
1.8 Expressions defined in this Agreement shall bear the same meanings in any annexure hereto which does not contain
its own definitions.

2 APPOINTMENT AND DURATION

2.1 The Client hereby appoints Tenthouse to render the Services and provide the Supplied Components in accordance with
the terms of this Agreement, which appointment Tenthouse accepts, in accordance with the terms of this Agreement
with effect from the Commencement Date and shall terminate once all Parties have complied with all their obligations
in terms hereof, unless terminated earlier in accordance with the provisions of this Agreement.
2.2 Notwithstanding the termination of this Agreement or anything to the contrary contained in this Agreement, the
provisions of clauses 1, 14, 15 to 17 and 20 to 22 will survive any termination and or cancellation of this Agreement.
2.3 The legal relationship between the Client and Tenthouse shall, notwithstanding any provisions to the contrary in this
Agreement, be that as between principal and independent contractor, and the appointment of Tenthouse in terms
hereof shall not be construed as creating a partnership, agency, or joint venture between the Parties.

3 QUOTATION

 

3.1 Tenthouse has presented the Client with the Quotation for the Services and Supplied Components, which the Client
has accepted, subject to the terms of this Agreement.
3.2 Tenthouse will render the Services and supply the Supplied Components to the Client in accordance with the
Quotation and the terms of this Agreement.
3.3 The terms and conditions of the Quotation are incorporated herein by way of reference. In the event of a conflict
between the terms and conditions of this Agreement and those that may be contained in or reflected on the
Quotation, the provisions of this Agreement shall prevail. Unless otherwise agreed in writing between the Parties,
no additional pre-printed terms or conditions that may be contained in or printed on the Quotation or any quotation,
invoice or other document shall apply.

4 DELIVERY

 

4.1 Tenthouse will provide the Client with a written notice with supporting photographic record confirming the relevant
Supplied Component is ready for Delivery within 10 (ten) Business Days of the completion of the manufacturing of
the relevant Supplied Component.
4.2 Tenthouse will affect Delivery of the Supplied Component, or the relevant parts thereof, on or before the scheduled
dates of delivery, as set out in Project Programme.
4.3 The Client shall take delivery of the Supplied Component, or the relevant parts thereof, at the Point of Delivery, in
accordance with the Project Programme, or on such terms as are otherwise agreed to between the Parties in writing
and set out in the Quotation from time to time.
4.4 The Client shall ensure that its authorised representative is available to accept Delivery of the Supplied Components
at the Point of Delivery. The Client’s authorised representative shall inspect the Supplied Component at the Point
of Delivery. Once satisfied that the Supplied Component has been delivered in good condition, the Client’s
authorised representative must, within 48 (forty-eight) hours of Delivery, issue Tenthouse with a certificate of
delivery. Should the Client’s authorised representative fail to provide the certificate of delivery timeously, it will be
deemed that the Supplied Components have been received in the correct quantity and specification and free of any
damage or defects.
4.5 Ownership in the Supplied Components shall however only pass against receipt of payment by Tenthouse of the full
Contract Price for such Supplied Component.
4.6 In the circumstances that Delivery is delayed at the sole cause of the Client for a period of 1 (one) month or more,
Tenthouse will be entitled to, in its sole and absolute discretion, either:
4.6.1 unilaterally effect Delivery by delivering the Supplied Component to a point of delivery elected at the sole
discretion of Tenthouse. For the avoidance of doubt, the Client will be liable for any and all costs incurred
by Tenthouse as a result of a delay in Delivery caused solely by the Client, which costs will be determined
in the sole discretion of Tenthouse, which may include, but are not limited to, additional storage costs,

price inflation on Services and Supplied Components, and additional management costs due to delays to
the Project Programme; or
4.6.2 terminate this Agreement in writing with immediate effect and sell all Supplied Components in order to
recover any additional costs incurred by Tenthouse as a result of such delay caused by the Client. For the
avoidance of doubt, Tenthouse will be entitled to retain all amounts paid by the Client under this
Agreement to date of termination and this does not reduce the Client’s liability to pay any amount of the
Contract Value, which is due and payable at the time of termination.

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5 SERVICES

 

5.1 Tenthouse shall render the Services as set out in the Quotation in accordance with the Project Programme.
5.2 The Services shall include, but will not be limited to:
5.2.1 the design and manufacture, and/or procurement of the Supplied Components;
5.2.2 Delivery of the Supplied Components;
5.2.3 Supervision of the installation and erection of the Final Structures; and
5.2.4 ensuring the Final Structures are completed in accordance with the Project Programme
5.3 Tenthouse has and will continue to have the necessary facilities, skill, know-how and expertise to render the Services in
accordance with the provisions of this Agreement.
5.4 In rendering the Services, Tenthouse will avoid any activity which may be detrimental to the Client’s interest, reputation
or goodwill.
5.5 To enable Tenthouse to render the Services, the Client will:
5.5.1 promptly provide Tenthouse, as may from time to time be requested, with such assistance and information
including but not limited to: designs, drawings, site information, surveys, site photographs, construction
progress photographs, contact details, and any other information as required in order for Tenthouse to
conduct its Services effectively
5.5.2 within 3 (three) days of receipt, approve in writing the designs/drawings and all other content Tenthouse
presents to the Client (which approval shall not be unreasonably withheld), or provide Tenthouse with written
reasons why it will not approve such drawings/designs/content. Should the Client fail to provide a response
timeously, it will be deemed that the Client has approved such designs/drawings or other content presented.
5.6 The Services shall be performed by Tenthouse within its own discretion and as expeditiously as possible, but within the
timeframe set out in the Project Programme.

6 VARIATIONS

 

6.1 Variations to the Services may be initiated by the Client or Tenthouse at any time prior to the issue of the Practical
Completion certificate, subject to the terms of this clause 6. Any such Variation may be subject to an interim
payment or require a deposit, which shall be stipulated by Tenthouse in writing.
6.2 Variations may be required as a result of any change to the Supplied Component specifications, quantities, cost
and/or Services , which may result from events including, but not limited to, requests by the Client, analyses, survey
results, re-measurements or works, delays or any Force Majeure events.
6.3 Where the Client requires a Variation, it will provide Tenthouse with a written variation order. Tenthouse will have
10 (ten) Business Days from receipt of the variation order within which to advise the Client that:
6.3.1 Tenthouse cannot proceed with the Variation order, for which it will supply the reasoning therefore; or
6.3.2 Tenthouse can proceed with the Variation order, providing the Client with a response to the Variation order
setting out:
6.3.2.1 a description of the proposed design and/or work to be performed to affect the Variation to

the Services and a programme for the execution thereof;
6.3.2.2 Tenthouse’s programme for the execution to the Variation, and
6.3.2.3 the increased costs to affect the Variation and the amended Contract Price and payment

schedule as a result thereof.

6.4 Where a Variation is required for any reason other than the request by the Client, Tenthouse will present the Client
with a Variation order setting out:
6.4.1 why the Variation is required and describing the proposed design and/or work to be performed to affect the
Variation to the Services and a programme of execution thereof; and
6.4.2 the increased costs to affect the Variation and the amended Contract Price and payment schedule as a
result thereof.

6.5 Where the Client has requested a Variation, the Client shall within 5 (five) Business Days of receipt of the response
to the Variation order, cancel or confirm the Variation order in writing to Tenthouse. Should the Client fail to cancel
or confirm the Variation order timeously, it shall be deemed that the Client has confirmed the Variation order and
Tenthouse shall be entitled to proceed with the Variation accordingly and all costs therefore will be deemed as
approved by the Client.
6.6 Where Tenthouse advises the Client that a Variation is required, the Client shall within 5 (five) Business Days of
receipt of the Variation order, confirm or query the Variation order in writing to Tenthouse. Should the Client fail to
confirm or query the Variation order timeously, it shall be deemed that the Client has confirmed the Variation order
and Tenthouse shall be entitled to proceed with the Variation accordingly and all costs therefore will be deemed as
approved by the Client.
6.7 For the avoidance of doubt, the Parties acknowledge that Tenthouse will continue rendering the Services until such
time as a Variation order has been confirmed in writing by the Client or is deemed to be confirmed in accordance
with this clause 6.

7 OBLIGATIONS OF THE CLIENT

 

7.1 The Client shall –
7.1.1 provide a sufficient number of adequately skilled Workmen, as specified in the Quotation and/ or Project
Programme, for the purpose of completion of the Project;
7.1.2 appoint a representative to be at the Site at all times during the working hours set out in the Project Programme,
who must be able to provide Tenthouse and its representatives with access to the Site, which for the avoidance
of doubt, includes the property on which the Site is located, and all required areas of such property as is
required by Tenthouse in order to render the Services;
7.1.3 ensure the Supplied Components, delivered by Tenthouse, and all ClientComponents are available at the Site
in order for Tenthouse to be able to render the Services and for the purpose of completion of the Project, it
being recorded that Tenthouse will have no responsibility to supply any of the Client Components;
7.1.4 ensure that the Client Components meet the standards required by Tenthouse for the completion of the
Project;
7.1.5 be responsible for the preparation of the Site for the purpose of the Project, which preparation must include,
but not be limited to, ground clearing, access work and earthmoving, provision and supply of water and power
to the Site;
7.1.6 provide clean, accessible and secure storage space, approved by Tenthouse, for the purpose of storage of any
Client Components and Supplied Components, and all tools and equipment utilized by Tenthouse for the
rendering of the Services;
7.1.7 make timeous payment of all fees, costs and expenses due and payable in terms of this Agreement;
7.1.8 grant Tenthouse, including its employees, agents and representatives, with access to the Site for the duration
of this Agreement, for the purposes of rendering the Services;
7.1.9 insure and take all necessary steps to secure and protect the Supplied Components and Final Structures until
Final Completion; and
7.1.10 be responsible to obtain any relevant/required approvals from the local authority, if applicable, the owner of
the Site and the tenants, occupants or neighbours of the Site, for the purposes of the Project. The Client shall
ensure that all such approvals have been obtained prior to the date of Delivery. In the event that the Project is
delayed as a result of the failure of the Client to obtain such approvals, the timeline of the Project Programme
shall be extended accordingly.

7.2 Notwithstanding any other rights which Tenthouse may have in terms of this Agreement, in the event that the Client fails
to fulfil any of its obligations in terms of this Agreement, any time periods or deadlines as set out in the Project

Programme will be extended in accordance with the terms of clause 11 and the Client will be solely liable for any
additional costs and/or expenses incurred by Tenthouse as a result of such extension.
7.3 It is recorded and acknowledged by the Client that the Project is undertaken by the Client, its representatives,
employees, contractors and Workmen. Tenthouse shall render the Services in respect of the Project, however, save as
strictly included in the Services –
7.3.1 the Client is responsible for the performance of all works required in respect of the Project;
7.3.2 Tenthouse shall bear no responsibility for any acts, omissions, failures or neglect on the part of the Client or
its employees, contractors, representatives or Workmen; and
7.3.3 for the avoidance of doubt, insofar as the building works of any direct contractor of the Client falls within the
Tenthouse Services, the relevant co-ordination of the Project Programme will be the responsibility of
Tenthouse, as per the Quotation.

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8 OBLIGATIONS OF TENTHOUSE

 

8.1 Tenthouse shall -
8.1.1 comply will all South African or Singapore laws relating to the Services to be rendered by it and shall be in
possession of all necessary licenses and/or certification required by any such law to enable Tenthouse to
render the Services in accordance with South African or Singapore law. For the avoidance of doubt, Tenthouse
will not be responsible for compliance with any laws outside of the Republic of South Africa, and the Client
acknowledges that it is liable to ensure compliance with any relevant ‘local’ laws, and the obtaining of any
licenses and certification applicable at the Site for the Services;
8.1.2 render the Services within its own discretion and as expeditiously as possible, provided that the Services are
rendered in accordance with the operational requirements of the Client, and the Client shall at all times be
entitled to monitor the performance of Tenthouse and formulate procedures to be followed by Tenthouse and
its employees or representatives.

8.2 The Client acknowledges that due to the nature of the Services, it is not possible for Tenthouse to render the Services in
absolute and/or definitive terms. If the Client is dissatisfied with the way in which Tenthouse is rendering the Services,
it is required to notify Tenthouse in writing as soon as possible in order for the Parties to discuss remedial steps in good
faith.
8.3 Tenthouse shall be entitled to appoint sub-contractors to render the Services, provided that such appointment will not
relieve Tenthouse of any of its obligations in terms of this Agreement.
8.4 In the event that the Client fails to make payment in terms of clause 12, Tenthouse shall not be responsible for the
rendering of the Services and shall, without prejudice to any of its rights in terms of this Agreement, be entitled to
terminate this Agreement in accordance with clause 15.

9 PRACTICAL COMPLETION AND FINAL COMPLETION

 

9.1 Upon Practical Completion of the Final Structures, Tenthouse will present the Client with a certificate of Practical
Completion. The Client and Tenthouse shall jointly inspect the Final Structures no later than 5 (five) days after Tenthouse
has presented the certificate of Practical Completion, and the Parties shall agree on a list of defective or incomplete
items in respect of the Final Structures (“Snags List”). Tenthouse shall then instruct the Workmen to correct any defects
or incomplete items on the Snags List.
9.2 Should the Client fail to provide Tenthouse with a Snags List within 5 (five) days of receipt of the certificate of Practical
Completion, the Client will be deemed to have accepted the Final Structures as fit and proper and to have acknowledged
that Tenthouse has completed the Services in accordance with the terms of this Agreement. Tenthouse will then issue
the Client with a certificate of Final Completion.
9.3 The Parties acknowledge that the certificate of Final Completion will only be presented once it has been ratified by the
Principal Agent or other Client elected party for sign off.
9.4 Any dispute between the Client and Tenthouse which relates to the nature of the remedial work to be undertaken, or
whether such remedial work has been properly completed, will be determined by an architect appointed by agreement
between the Parties, or failing agreement, an architect appointed by the South African Institute of Architects, whose
determination of the dispute (as an expert and not as an arbitrator) shall be final and binding on the Parties.

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10 ADDITIONAL SERVICES

 

10.1 Should the Client require additional services, over and above the Services, in respect of the Project (“Additional
Services”), then such Additional Services shall be subject to the following terms –
10.1.1 Tenthouse shall present the Client with a quotation for the Additional Services, which upon receipt of written
acceptance by the Client, will be the agreed fee for the Additional Services;
10.1.2 Tenthouse will advise the Client of any extension to the timeline set out in the Project Programme which will
be required for Tenthouse to render the Additional Services; and
10.1.3 the Additional Services shall otherwise be subject to the terms of this Agreement.

11 EXTENSION OF TIME FOR COMPLETION

 

11.1 The Parties hereby confirm that the Project Programme includes the timeline in which the relevant phases of the Project
will be completed, and that the timeline in the Project Programme may be extended, as determined in the sole discretion
of Tenthouse, in the following circumstances -
11.1.1 the Parties agree to a Variation, in accordance with clause 6 hereof;
11.1.2 the Parties agree to Additional Services, in accordance with clause 10 hereof;
11.1.3 a breach by the Client of any of its obligations in terms of this Agreement;
11.1.4 a delay cause by the Client, its representatives, agents, employees, contractors or Workmen, failing to perform
any obligations in relation to the Project; and
11.1.5 a failure by the Workmen to comply with the instructions and/or directions of Tenthouse.
11.2 In its determination of an extension, pursuant to this clause 11, Tenthouse shall act reasonably and have due regard to
the nature of the delay and consult with the Client.
11.3 Tenthouse shall be entitled to in its sole, reasonable discretion, determine whether an extension of the timeline as set
out in the Project Programme will result in an increase in the Contract Price, and will notify the Client accordingly.

12 PRICE AND PAYMENT

 

12.1 The Client will pay Tenthouse the Contract Price as set out in the Quotation, subject to any adjustments thereto as
a result of Variations, Additional Services and/or Extension of Time to the Project Programme, in terms of this
Agreement.
12.2 The Client shall pay Tenthouse all amounts, free of exchange and without any deductions or set-off whatsoever, by
electronic transfer to a bank account nominated by Tenthouse in writing from time to time and for the time being as
set out below.
12.3 Tenthouse will be entitled to suspend Delivery and/or the Services, should the Client not make payment of any
invoice issued in terms of this Agreement timeously, and Tenthouse will not be liable for any aspect of the Services
which it is unable to complete as a result of non-payment by the Client of any invoice issued to the Client.
12.4 Tenthouse will present the Client with invoices in accordance with the timeline set out in the Project Programme.
All invoices are payable in full within 10 (ten) Business Days of receipt thereof.
12.5 Any reimbursable expenses set out in the Quotation must be paid by the Client within 10 (ten) Business Days of
receipt of the invoices therefore from Tenthouse, unless otherwise specified in the Quotation.
12.6 It is recorded that the Project Programme provides for the invoices to be issued in respect of each phase of the
Project. Without derogating from any of its rights in terms of this Agreement, in the event that the Client fails to make
payment to Tenthouse in respect of a particular phase, Tenthouse shall not be obliged to commence the Services
in respect of the next phase until such time as payment for the previous phase has been duly received by Tenthouse.
12.7 Unless otherwise agreed in writing, the Contract Price excludes GST or any other applicable taxes payable in respect
of the Services which shall be paid by the Client at the applicable rate together with payment of the Contract Price.
Applicable taxes may include but are not limited to: withholding taxes, duties, state and/or federal taxes and sales
taxes.
12.8 Unless otherwise agreed in writing, all transport costs will constitute reimbursable expenses, as per clause 12.5
above, however, Tenthouse will make payment of all transport costs up-front in order to affect Delivery. The Client
is liable for a handling fee of 5% (five) percent of the transport costs, which fee will be payable in full on presentation
of an invoice to the Client by Tenthouse.

12.9 Unless otherwise agreed in writing, the Contract Price excludes all travelling, travel insurance, accommodation
expenses, and associated expenses incurred by Tenthouse in respect of the Services, where the rendering of the
Services requires Tenthouse to travel. The Client shall make payment of such travelling and accommodation
expenses against presentation of an invoice to the Client by Tenthouse.
12.10 The Parties agree that –
12.10.1 the Client shall, depending on the mode of delivery of an invoice, be deemed to have received such invoice
on the date of deemed receipt contemplated in clause 21 below;
12.10.2 if the Client fails to make payment in respect of an invoice on the due date, Tenthouse may elect to charge
interest on the amount outstanding up to the maximum interest rate as provided for in terms of South
African or Singaporean legislation from the 1st day following the due date until date of payment;

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13 INSURANCE

 

13.1 The Client shall obtain and maintain, for the duration of this Agreement, sufficient insurance to cover public liability
and/or legal liability in respect of claims for death of and/or injury to persons or loss of and/or damage to property
arising out of the Project, and any unforeseen damages arising from the damage, destruction or loss in respect of
any of the Supplied Components after Delivery has taken place. For the avoidance of doubt, Tenthouse will not be
liable under any circumstances for any excess or deductibles charged for any claim against the Client’s insurance.
13.2 Tenthouse will have broad-form liability insurance and stock-through-put insurance to the Point of Delivery.

14 OWNERSHIP OF INTELLECTUAL PROPERTY

 

14.1 The Client hereby acknowledges and accepts that Tenthouse is the exclusive owner and/or licensee of the
Intellectual Property, and the Client acknowledges that it has no rights, whatsoever, in and to the Intellectual
Property and will not at any time do or cause any act or thing to be done in any way, which may impair or intend to
impair any part of such right, title or interest. The Client shall not in any manner represent that it has any ownership
in the Intellectual Property, or registration thereof and will not dispute Tenthouse’s ownership of any such
Intellectual Property and any time during the course of this Agreement.
14.2 The Client shall be entitled to use the Intellectual Property solely for the purpose of utilising the Supplied
Components and the Services for the completion of the Project.
14.3 The Client acknowledges that neither it, nor any third party acting on its behalf, is entitled to replicate or reverse
engineer any element of Tenthouse’s Intellectual Property, or any component thereof. The Client furthermore
acknowledges that neither it, nor any third-party acting on its behalf is entitled to utilise, copy, modify, alter, adapt
the Intellectual Property owned by Tenthouse and/or licensed to Tenthouse without the prior written consent of
Tenthouse.
14.4 Without limitation of any of the aforementioned provisions, the Client undertakes to take all such reasonable steps
to protect the rights of Tenthouse with respect to the Intellectual Property.
14.5 Upon the termination of this Agreement, the Client shall immediately cease and desist from all further use of the
Intellectual Property and will return to Tenthouse all documentation and data relating to the Intellectual Property.
14.6 In as far as the provisions of this Agreement are for the benefit of a third party (including but not limited to the
licensor of the Intellectual Property) such third party may at any time accept the benefits of this Agreement and
enforce its rights against the Client and/or its directors and shareholders.
14.7 Client hereby acknowledges and agrees that Tenthouse will be entitled to use photographic and visualizations of
the Final Structures and the Project for Tenthouse marketing materials.
14.8 This clause 14 shall survive the termination of this Agreement.

15 TERMINATION

 

15.1 If the Client -
15.1.1 fails to pay any amount which it may owe to Tenthouse on due date and fails to pay that amount within 5
(five) Business days after receipt of written notice calling upon it to do so; or
15.1.2 breaches any of the terms and conditions of this Agreement, all of which are deemed to be material, and
fails to remedy that breach within 5 (five) Business days after receipt of written notice calling upon it to do
so;

then and in any of such events, Tenthouse shall, without prejudice to its rights to claim damages or to any
other remedy of whatsoever nature that it may have against the Client, become entitled to immediately
terminate this Agreement on not less than 5 (five) Business days’ written notice or to claim specific
performance of this Agreement from the Client and to claim damages.

15.2 If either Party (“the Defaulting Party”) –
15.2.1 is provisionally or finally wound up or placed in business rescue; or
15.2.2 a meeting of the Defaulting Party’s shareholders is convened for the purpose of voluntarily winding up that
party, or a resolution to that effect is passed; or
15.2.3 enters into any compromise, composition or arrangement with any one or more of its creditors; or
15.2.4 the Defaulting Party’s goods are attached in pursuance of a judgment and immediate steps to the
satisfaction of the non-defaulting Party are not taken to secure the release of those goods; or
15.2.5 the Defaulting Party ceases trading altogether or alternatively, materially scales down its trading
operations, for a period exceeding 60 (sixty) days;
then and in any of such events, the non-defaulting Party shall, without prejudice to its rights to claim
damages or to any other remedy of whatsoever nature that it may have against the Defaulting Party,
become entitled to immediately terminate this Agreement on not less than 5 (five) Business days’ written
notice to the Defaulting Party or to claim specific performance of this Agreement from the Defaulting Party
and to claim damages

15.3 Upon termination of this Agreement for whatever reason –
15.3.1 the Client shall, without delay, return all Intellectual Property belonging to Tenthouse;
15.3.2 the provisions which survive the termination of this Agreement shall continue to have force and effect;
15.3.3 Subject to clause 4.6.2 above, Tenthouse shall be entitled to:
15.3.3.1 retain all amounts already paid to it by the Client, and to issue a final invoice to the Client in
respect of the Services that have been rendered and Supplied Components which have been
completed and are ready for Delivery, up to the date of termination of this Agreement; and
15.3.3.2 all invoices which have been issued to the Client in terms of this Agreement shall become
immediately due and payable and the provisions of this Agreement shall remain valid and
binding for the purpose of enforcing the Parties rights and obligations in respect of all
outstanding invoices.

​

16 LIABILITY AND INDEMNITY

 

16.1 Under no circumstances shall Tenthouse be liable for any indirect, consequential or special damages, or amounts
for loss of income, profits, opportunity costs or savings, third party loss of any other damages or expense suffered
or incurred of any kind whatsoever, arising out of or relating to its performance or failure to perform under this
Agreement. Without derogating from the aforegoing, Tenthouse’ s liability under this Agreement shall be limited to
the amount which Tenthouse has received from the Client in terms of this Agreement, prior to the event giving rise
to any such liability.
16.2 For the avoidance of doubt, Tenthouse shall only be liable for direct damages if such damages were cause by the
gross negligence, fraudulent or wilful misconduct by Tenthouse and any such liability shall be excluded to the extent
that it results from failure of the Client to perform any material obligation in terms of this Agreement.
16.3 The Client shall, upon becoming aware of an actual claim or lawsuit against an indemnified party, promptly notify
Tenthouse thereof, but not accept any liability on behalf of Tenthouse.
16.4 The Client hereby indemnifies Tenthouse and holds it harmless against any claims from any third party against
Tenthouse, and all costs incurred in connect therewith (including legal costs on an attorney and own client scale)
which arise out of or are connected with any act or omission on the part of the Client, its employees, agents,
representatives and Workmen.

17 CONFIDENTIALITY

 

17.1 Each Party (“Receiving Party”) acknowledges that any information supplied in connection with this Agreement or in
connection with the other Party’s technical, industrial or business affairs and Intellectual Property which has or may
in any way whatsoever be transferred or come into the possession or knowledge of the Receiving Party may consist

of confidential or proprietary data, disclosure of which to, or use by, third Parties might be damaging the Party
disclosing such information (“Disclosing Party”).
17.2 The Receiving Party therefore agrees to, insofar as is reasonably possible, hold such material and information in the
strictest confidence, to prevent any copying thereof by whatever means and not to make use thereof other than for
the purposes of this Agreement and to release it only to such properly authorised directors, employees or third
parties requiring such information for the purposes of this Agreement and agree not to release or disclose it to any
other party who has not signed an agreement expressly binding itself not to use or disclose it other than for the
purposes of this Agreement.
17.3 The undertaking and obligations contained in this clause do not apply to information which –
17.3.1 is publicly available at the date of disclosure or thereafter becomes publicly available from sources other
than the Parties;
17.3.2 is already in possession of the Receiving Party prior to its receipt by or disclosure to it by Disclosing Party;
17.3.3 is required by law or any regulatory authority to be disclosed;
17.3.4 after being disclosed to the Receiving Party is disclosed by any other person to the Receiving Party
otherwise than in breach of any obligation of confidentiality.

17.4 The Parties acknowledge that the disclosure of the Confidential Information will cause the Disclosing Party to suffer
irreparable financial harm.
17.5 This clause 17 shall remain in full force and effect during the term of this Agreement and indefinitely after the
termination of this Agreement.

18 FORCE MAJEURE

 

18.1 Tenthouse shall not be liable for any failure to fulfil its duties and obligations in terms of this Agreement to the extent
that such failure is caused by any event of Force Majeure such events shall include, but are not be limited to: fire,
flood, storm, lightning or any natural disaster, pandemic, epidemic, civil disturbance, explosion, power failure,
rolling black-outs, or reduction of power supply, acts, orders or regulations of any governmental or regulatory
authority, agency or department, lack or shortage of materials or inability to procure equipment and material, war,
invasion, act of a foreign enemy, hostilities (whether war be declared or not), terrorism, civil war, rebellion,
revolution, criminal action, theft or vandalism, strikes, lock-outs and labour disputes causing cessation (whether
complete or partial) of work, interruption or slow-down of work, whether of the Party concerned or Tenthouse, or
service provider of such Party;
18.2 If Tenthouse is affected by an event of Force Majeure, Tenthouse shall promptly notify the Client in writing of the
event and the estimated extent and duration of Tenthouse’s inability to perform its duties and obligations.
18.3 Upon the cessation of the event of Force Majeure, Tenthouse shall notify the Client of such cessation.
18.4 If, as a result of the event of Force Majeure the performance of Tenthouse’s duties and obligations is only partially
affected, Tenthouse shall remain liable for the performance of those duties and obligations not affected by the
event, occurrence, circumstance or condition.
18.5 For the avoidance of doubt, the Client acknowledges and accepts that it shall be liable for any costs incurred by
Tenthouse as a result of an event of Force Majeure, specifically including, but not limited to, additional storage
costs, inflation costs for Services and Supplied Components and any additional management costs for delays to
the Project Programme.
18.6 If any event of Force Majeure contemplated in this clause 18 continues for an uninterrupted period of 60 (sixty) days,
either Party may cancel this Agreement with immediate effect by delivering a written notice to that effect to the other
of them.

19 WARRANTIES, REPRESENTATIONS AND DEFECTS

 

General Warranties and Representations:
19.1 Each Party represents and warrants to the other that –
19.1.1 it has full power to conclude this Agreement and to perform its obligations in terms of this Agreement;
19.1.2 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may
impair its ability to comply with all its obligations in terms of this Agreement;

19.1.3 it is entering into this Agreement as principal (and not as agent or in any other capacity);
19.1.4 it has consulted with its own legal, regulatory, tax, business, investment, financial, accounting and other
advisers to the extent it has deemed necessary, and it has made its own decisions based upon its own
judgement and upon any advice from such advisers as it has deemed necessary, and not upon any view
expressed by the other Party; and
19.1.5 it is entering into this Agreement with a full understanding of the terms, conditions and risks thereof and it
is capable of and willing to assume those risks.

19.2 Tenthouse warrants that it has and will at all relevant times have adequate insurance and/or succession
mechanisms in place to cover all directors and key staff members to ensure that the Client and the specific project
will not be prejudiced in any way or form should Tenthouse suffer the loss or incapacitation of any director or key
staff member.
Tenthouse Supplied Component Warranty:
19.3 For the purposes of this clause 19, “Defect” means a defect in Supplied Components and/or the Final Structures.
19.4 Tenthouse warrants that for a period of 6 (six) months (“the Warranty Period”), the Supplied Components and/or
Final Structures shall be deemed to be free of Defects, excluding any Defects which may arise from or as a result
of:
19.4.1 material degradation or damage due to force majeure factors;
19.4.2 minor manufacturing or aesthetic variations or defects that have no structural impact;
19.4.3 the Client using the Client components or parts that were not proposed or recommended by Tenthouse;
19.4.4 any issues arising out of the interface of Supplied Components with Client Components forming part of
the Final Structure, where Tenthouse has not performed the engineering and/or provided the specifications
of said structure and/or Client Components;
19.4.5 any issues arising out of the interface of Supplied Components with Client Components forming part of
the Final Structure, where Tenthouse has performed the engineering and/or provided the specifications of
said structure and/or Client Components, but the Client or its representatives have failed to comply
therewith;
19.4.6 the negligent or wilful misconduct of the Client, it’s assigns, employees, contractors and/or guests; and
19.4.7 the improper use or improper installation by the Client or any third party of the Supplied Components
and/or Final Structures.

19.5 Tenthouse shall not be liable for Client Components or any materials or goods which are not manufactured or
supplied by Tenthouse. Where there are Defects in any of the textiles supplied by Tenthouse, which are
manufactured by a third-party manufacturer, the provisions of clause 19.6 below will apply.
19.6 Where any textile components in the Final Structure are supplied by Tenthouse but manufactured by a third party,
Tenthouse will provide the Client with a copy of the warranty provided by the third party. The Client hereby
indemnifies Tenthouse against any such claims and undertakes to pursue any such claims directly against the third
party, which Tenthouse may, at its sole election, facilitate to the best of its ability Tenthouse hereby cedes to the
Client any claims that it may have in terms of the manufacturer’s warranties, and subject to clause 19.7 below.
19.7 The warranties provided in clauses 19.4 above and the structural integrity of the Final Structure are subject to the
Client adhering to any guidelines and instructions supplied to the Client by Tenthouse regarding the maintenance,
usage and care thereof. The Supplied Component and Final Structure warranties shall be in effect if, and only if,
repairs and/or alterations to the Supplied Components and/or Final Structures have been made by representatives
of Tenthouse or by a person duly authorised by Tenthouse.
19.8 The effective date of warranties provided in clause 19.4 above commences on the Practical Completion date, as set
out in the Project Programme, or should the Project Programme be delayed, as alternatively agreed to in writing
between the Parties, and is subject to payment in full by the Client of the Contract Price and compliance with all the
terms of payment and conditions of the Agreement.

Defects Procedure and Limitation of Liability:
19.9 If the Client discovers a Defect in the Supplied Components and/or Final Structures during the Warranty Period, the
Client shall, without unreasonable delay, deliver a written notice (“Defect Notice”) to that effect to Tenthouse in
which:
19.9.1 the nature of the Defect and the number of items affected and the date it was discovered are clearly
stipulated and photographed; and
19.9.2 Tenthouse is invited to inspect the relevant items within a reasonable period at the Client’s costs for both
travel, meals and accommodation.

19.10 If the Defect is of such a nature that it can be repaired, the Client shall allow Tenthouse 10 (ten) Business Days after
delivery of the Defect Notice or after the inspection in terms of clause 19.9.2 (whichever comes later), to provide a
solution and program to repair the Defect, which repair costs shall be for the account of Tenthouse.
19.11 For the avoidance of doubt, Tenthouse’s maximum total liability for the repair and/or replacement of all Defects
during the warranty period, is limited to the value of the Supplied Components proportion of the Contract Price as
set out in the Quotation. Should any repairs and replacements be necessary which exceed this amount, Tenthouse
shall inform the Client in writing, and on receipt of written notice from the Client to proceed with the repairs, such
repairs will be at the Client’s expense.
19.12 If the Defect is of such a nature that it cannot reasonably be repaired, or Tenthouse fails to remedy the Defect within
120 (one hundred and twenty) calendar days after delivery of the Defect Notice and/or inspection of the defect
(whichever comes later), then the Client shall be entitled to claim from Tenthouse a replacement of the Supplied
Component, or a credit note in respect of the price payable by the Client in respect of those items referred to in the
Defect Notice and which could not be repaired, it being agreed that any replacement costs shall be for the account
of Tenthouse
19.13 Tenthouse will provide the Client with a basis of design and/or an engineer’s report prior to manufacture of structural
components, which shall contain a summary of the tensile structure analysis in order to provide any engineers of
record appointed by the Client with further information.

20 DISPUTE RESOLUTION

20.1 In the event of a dispute, demand or claim arising between the Parties, a representative of each Party shall, upon
written notice issued by any Party to the other Party, meet to negotiate and resolve the dispute. If the parties to the
dispute cannot resolve the dispute within 30 (thirty) days from receipt of written notice as aforesaid, such dispute
shall be submitted to arbitration in accordance with the following provisions of this clause 20.
20.2 If the Parties are unable to resolve any dispute, demand or claim within 30 (thirty) days of receipt of the written
notice referred to in clause 20.1, such dispute, demand or claim, as the case may be, shall, on written demand by
any Party, be submitted to arbitration in accordance with in accordance with the Expedited Rules (“the Rules”) of
Arbitration Foundation of Southern Africa (“AFSA”) or the Singapore International Arbitration Centre (“SIAC”).
20.3 The Parties hereby consent to the arbitration being dealt with on an urgent basis in terms of the Rules should either
Party by written notice require the arbitration to be held on an urgent basis. In such event the Parties agree to apply
jointly to the AFSA or SAIC Secretariat as required in terms of the said Rules to facilitate such urgent arbitration.
20.4 The arbitration shall be held:
20.4.1 in Cape Town or Singapore;
20.4.2 with only the legal and other representatives of the Parties to the dispute present thereat; and
20.4.3 otherwise in terms of the Arbitration Act or the International Arbitration Act, whichever is appropriate given
the parties to the dispute (“Arbitration Act”), unless otherwise provided for herein.

20.5 The arbitrator shall be a practising advocate of the Cape Bar or Singapore Bar of at least ten years’ standing,
appointed by agreement between the Parties to the dispute, subject to clause 20.6.
20.6 Should the Parties fail to agree on an arbitrator within 14 (fourteen) days after the giving of notice in terms of clause
20.1, the arbitrator shall be appointed by the Chairperson of AFSA or SIAC.
20.7 The Parties hereby consent to the jurisdiction of the High Court of South Africa or High Court of Singapore in respect
of the proceedings referred to in clause 20.8.

20.8 The decision of the arbitrator shall be final and binding on the Parties to the dispute and may be made an order of
the court referred to in clause 20.7 at the instance of any of the parties to the dispute.
20.9 In the event that a party to a dispute wishes to appeal the decision of the arbitrator, such party shall apply to the
arbitrator for leave to appeal within 14 (fourteen) days of the decision of the arbitrator.
20.10 In the event that a party to the dispute is granted leave to appeal the decision of the arbitrator, such appeal shall be
held before 3 (three) arbitrators appointed in accordance with 20.5 and 20.6, which may include retired judges also
appointed in accordance with 20.5 and 20.6.
20.11 In the event that a party to the dispute is granted leave to appeal the decision of the arbitrator such party shall
furnish security for the costs of the appeal within 10 (ten) Business Days from the date on which leave to appeal is
granted. Should the relevant party fail to furnish security to this effect the leave to appeal shall lapse.
20.12 The Parties agree to keep the arbitration including the subject matter of the arbitration and the evidence heard during
the arbitration confidential and not to disclose it to anyone except for purposes of obtaining an order as
contemplated herein.
20.13 It is recorded that it is the intention of the Parties, that any dispute referred to arbitration in terms of 20.2 shall be
resolved strictly in accordance with the provisions of this clause 20. The Parties accordingly agree and undertake
as follows –
20.13.1 that it shall not make any application to Court as contemplated in terms of section 3(2) of the Arbitration
Act;
20.13.2 that it shall not make any application to the arbitration tribunal as contemplated in terms of section 20(1);
and
20.13.3 the periods set out in section 23 of the Arbitration Act shall not be applicable to any arbitration proceedings
arising out of this Agreement.

20.14 The provisions of this clause 20 are severable from the rest of this Agreement and shall remain in effect despite the
termination of or invalidity for any reason of this Agreement.

21 NOTICES AND DOMICILIA

 

21.1 The Parties choose as their domicilia citandi et executandi their respective addresses set out in 1 and 2 of the
Schedule for all purposes arising out of or in connection with this Agreement at which addresses all processes and
notices arising out of or in connection with this Agreement, its breach or termination may validly be served upon or
delivered to the Parties.
21.2 Any notice given in terms of this Agreement shall be in writing and shall -
21.2.1 if delivered by hand or courier, be deemed to have been duly received by the addressee on the date of
delivery; or
21.2.2 if transmitted by electronic mail be deemed to have been received by the addressee on the expiration of
24 (twenty-four) hours after transmission;
unless the contrary is proved.

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

22 GENERAL

 

22.1 No particulars contained in any advertising matter, catalogue, drawings or other publication supplied by Tenthouse
nor any verbal representation by any employee or agent of Tenthouse nor any previous correspondence between
the Parties shall form part of this Agreement nor shall they be treated as constituting a representation on the part of
Tenthouse.
22.2 No alteration, cancellation, variation of, or addition to this Agreement shall be of any force or effect unless reduced
to writing and signed by all Parties to this Agreement or their duly authorised representatives.
22.3 No indulgence, leniency or extension of time which any party may grant or show, shall in any way prejudice such
party or preclude it from exercising any of its rights in the future.

22.4 The expiration, cancellation or other termination of this Agreement shall not affect those provisions of this
Agreement which expressly provide that they will operate after such expiration, cancellation or other termination or
which of necessity must continue to endure after such expiration, cancellation or other termination,
notwithstanding that the relevant clause may not expressly provide for such continuation.
22.5 If any provision of this Agreement is illegal, invalid or unenforceable, then it is the intention of the Parties that the
remainder of this Agreement shall not be affected, and it is also the intention of the Parties that, in place of each
provision of this Agreement that is illegal, invalid or unenforceable, there be added as part of this Agreement a
provision as similar in nature and content as the aforementioned provision in order to render the intention contained
in the provision legal, valid and enforceable.
22.6 The Client shall not cede or delegate its rights or obligations in terms of this Agreement without the prior written
consent of Tenthouse, whose discretion in this regard shall be sole and absolute.
22.7 This Agreement may be signed in counterparts, with each individual part constituting an original and together
constituting the whole instrument.