Common use of General Provisions and Interpretation Clause in Contracts

General Provisions and Interpretation. The parties acknowledge and agree that: - 9.1 save for terms implied by law, the Agreement constitutes and contains the entire agreement between them regarding the matters therein dealt with, and no provisions, terms, conditions, stipulations, warranties or representations of whatsoever nature, whether express or implied, have been agreed to or made by any of the parties or on their behalf except as are recorded herein, the Seller confirming that none of its employees, agents or other representatives are authorised to give the Purchaser any advice of a financial nature, or to make any promises or representations of any nature, verbal or in writing to the Purchaser in respect of the Financial Markets Education or any other matter, other than as contained in the Agreement or in the Seller’s Promotional Material; 9.2 no relaxation, extension of time, indulgence or leniency of time, which the Seller may show to the Purchaser shall in any way constitute a waiver by the Seller of any of its rights under the Agreement, and the Seller shall not thereby be prejudiced or stopped from exercising any of its rights against the Purchaser which may by then already have arisen or which may arise thereafter; 9.3 no alteration, variation, amendment or purported consensual cancellation of the Agreement or this clause, or any waiver thereof shall be of any force or effect unless reduced to writing and signed by or on behalf of the parties hereto; 9.4 the rights and/or obligations of the Purchaser in terms of the Agreement may not be ceded or assigned to any third party without the Seller’s prior written consent. The rights and obligations of the Seller in terms of the Agreement may be ceded, assigned and or delegated by it to any other person on written notice to the Purchaser, provided that should the Purchaser’s consent be required, such consent shall not unreasonably be withheld; 9.5 the Agreement and all matters and disputes arising there from or incidental thereto shall be governed by and be construed in accordance with the laws of the Republic of South Africa; 9.6 the parties, in terms of the provisions of Section 45 of the Magistrate Court Act, No 32 of 1944, as amended, consent to the jurisdiction of the Magistrates Court in relation to any action or proceeding otherwise beyond the jurisdiction, provided that the Seller in its sole and absolute discretion may institute any such action or proceeding in a division of the High Court of South Africa having jurisdiction; 9.7 a certificate signed by any director or accountant of the Seller certifying the sum of any amount due, owing and/or payable by the Purchaser to the Seller, or any other fact in relation to the Agreement, shall be prima facie proof of its contents and sufficient proof for any judgment or order, or any other proceedings; 9.8 if a court or other competent authority having jurisdiction finds that any term or condition of the Agreement is unenforceable, illegal, void or contrary to public policy, such term or condition shall have no effect whatsoever upon the binding force or effectiveness of the remainder of the Agreement, it being the intention and declaration of the parties that they, even with knowledge of such unenforceability, illegality, invalidity or voidance at the Commencement Date, would have entered into a contract containing all other terms and conditions set out in the Agreement; 9.9 the Purchaser and the Seller choose as their respective domicilia citandi et executandi (“domicilium”) their physical addresses appointed in the online purchase order: Purchaser’s Particulars for all purposes arising out of or in connection with the Agreement; 9.10 a party may from time to time by written notice to the other vary his/her domicilium to another address within the Republic of South Africa, which is not a post office box or poste restante. Such notified address shall become the domicilium of that party within 7 (seven) days of the other party receiving such notification; 9.11 any notice given by a party to the other party (“addressee”) which:- 9.11.1 is delivered or made by hand during normal business hours at the addressee’s physical address/domicilium for the time being shall be presumed to have been received by the addressee at the time of delivery, provided that the presumption shall only apply if written proof of receipt is obtained by the delivering party, and duly produced on demand; 9.11.2 is posted by prepaid registered post from an address within the Republic of South Africa to the addressee’s postal address or domicilium, shall be presumed to have been received by the addressee on the seventh (seventh) day after the date of posting; 9.12 all notices by a party to the other in terms of the Agreement must be in writing, and where in terms of the Agreement any communication is required to be in writing, the term writing may include communications by email, provided that receipt thereof by the addressee must be proven by the production of a email transmission report, and the direct or indirect admission of receipt thereof by the addressee by email; 9.13 the Seller records telephone calls made or received by the Seller to or from the Purchaser, who agrees to such recordings; 9.14 in the Agreement:- 9.14.1 clause headings are for reference purposes only and shall not affect its interpretation; 9.14.2 references to natural persons shall include bodies corporate, other legal personae, associations, partnerships, trusts and other business entities, and vice versa; 9.14.3 references to the singular shall include the plural and vice versa; 9.14.4 any word or expression importing the masculine gender shall include the feminine, the neuter, and vice versa; 9.14.5 the rule of construction that the Agreement shall be interpreted against the party responsible for the drafting or preparation thereof shall not apply; 9.14.6 if any definition in the Agreement confers rights or imposes obligations on any party, such provisions shall be given effect to as if it is a substantive provision in the body of the Agreement; 9.14.7 the expiration or termination of the Agreement shall not affect such of the provisions thereof as expressly provide that they will operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

General Provisions and Interpretation. The parties acknowledge and agree that: - 9.1 save for terms implied by law, the Agreement constitutes and contains the entire agreement between them regarding the matters therein dealt with, and no provisions, terms, conditions, stipulations, warranties or representations of whatsoever nature, whether express or implied, have been agreed to or made by any of the parties or on their behalf except as are recorded herein, the Seller confirming that none of its employees, agents or other representatives are authorised authorized to give the Purchaser any advice of a financial nature, or to make any promises or representations of any nature, verbal or in writing to the Purchaser in respect of the Financial Markets Education or any other matter, other than as contained in the Agreement or in the Seller’s 's Promotional Material; 9.2 no relaxation, extension of time, indulgence or leniency of time, which the Seller may show to the Purchaser shall in any way constitute a waiver by the Seller of any of its rights under the Agreement, and the Seller shall not thereby be prejudiced or stopped from exercising any of its rights against the Purchaser which may by then already have arisen or which may arise thereafter; 9.3 no alteration, variation, amendment or purported consensual cancellation of the Agreement or this clause, or any waiver thereof shall be of any force or effect unless reduced to writing and signed by or on behalf of the parties hereto; 9.4 the rights and/or obligations of the Purchaser in terms of the Agreement may not be ceded or assigned to any third party without the Seller’s 's prior written consent. The rights and obligations of the Seller in terms of the Agreement may be ceded, assigned and or delegated by it to any other person on written notice to the Purchaser, provided that should the Purchaser’s 's consent be required, such consent shall not unreasonably be withheld; 9.5 the Agreement and all matters and disputes arising there from or incidental thereto shall be governed by and be construed in accordance with the laws of the Republic of South Africa; 9.6 the parties, in terms of the provisions of Section 45 of the Magistrate Court Act, No no 32 of 1944, as amended, consent to the jurisdiction of the Magistrates Court in relation to any action or proceeding otherwise beyond the jurisdiction, provided that the Seller in its sole and absolute discretion may institute any such action or proceeding in a division of the High Court of South Africa having jurisdiction; 9.7 a certificate signed by any director or accountant of the Seller certifying the sum of any amount due, owing and/or payable by the Purchaser to the Seller, or any other fact in relation to the Agreement, shall be prima facie proof of its contents and sufficient proof for any judgment or order, or any other proceedings; 9.8 if a court or other competent authority having jurisdiction finds that any term or condition of the Agreement is unenforceable, illegal, void void, or contrary to public policy, such term or condition shall have no effect whatsoever upon the binding force or effectiveness of the remainder of the Agreement, it being the intention and declaration of the parties that they, even with knowledge of such unenforceability, illegality, invalidity or voidance at the Commencement Date, would have entered into a contract containing all other terms and conditions set out in the Agreement; 9.9 the Purchaser and the Seller choose as their respective domicilia citandi et executandi (“domicilium”) their physical addresses appointed addresses: The Seller, as per 1.8 above, and the Purchaser as per the particulars provided by the Purchaser in the online purchase order: Purchaser’s Particulars for all purposes arising out of or in connection with the Agreement;summary. 9.10 a party may from time to time by written notice to the other vary his/her domicilium to another address within the Republic of South Africa, which is not a post office box or poste restante. Such notified address shall become the domicilium of that party within 7 (seven) days of the other party receiving such notification; 9.11 any notice given by a party to the other party (“addressee”) which:- 9.11.1 is delivered or made by hand during normal business hours at the addressee’s 's physical address/domicilium for the time being shall be presumed to have been received by the addressee at the time of delivery, provided that the presumption shall only apply if written proof of receipt is obtained by the delivering party, and duly xxxx produced on demand; 9.11.2 is posted by prepaid registered post from an address within the Republic of South Africa to the addressee’s 's postal address or domicilium, shall be presumed to have been received by the addressee on the seventh (seventh) day after the date of posting; 9.12 all notices by a party to the other in terms of the Agreement must be in writing, and where in terms of the Agreement any communication is required to be in writing, the term writing may include communications by email, provided that receipt thereof by the addressee must be proven by the production of a email transmission report, and the direct or indirect admission of receipt thereof by the addressee by return of email; 9.13 the Seller records telephone calls made or received by the Seller to or from the Purchaser, who agrees to such recordings; 9.14 in the Agreement:- 9.14.1 clause headings are for reference purposes only and shall not affect its interpretation; 9.14.2 references to natural persons shall include bodies corporate, other legal personae, associations, partnerships, trusts and other business entities, and vice versa; 9.14.3 references to the singular shall include the plural and vice versa; 9.14.4 any word or expression importing the masculine gender shall include the feminine, the neuter, and vice versa; 9.14.5 the rule of construction that the Agreement shall be interpreted against the party responsible for the drafting or preparation thereof shall not apply; 9.14.6 if any definition in the Agreement confers rights or imposes obligations on any party, such provisions shall be given effect to as if it is a substantive provision in the body of the Agreement; 9.14.7 the expiration or termination of the Agreement shall not affect such of the provisions thereof as expressly provide that they will operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this/her.

General Provisions and Interpretation. The parties acknowledge and agree that: -that:- 9.1 8.1 save for terms implied by law, the Agreement constitutes and contains the entire agreement between them regarding the matters therein dealt with, and no provisions, terms, conditions, stipulations, warranties or representations of whatsoever nature, whether express or implied, have been agreed to or made by any of the parties or on their behalf except as are recorded herein, the Seller SMC confirming that none of its employees, agents or other representatives are authorised to give the Purchaser Trainee any advice of a financial nature, or to make any promises or representations of any nature, verbal or in writing to the Purchaser Trainee in respect of the Financial Markets Education training or any other matter, other than as contained in the Agreement or in the Seller’s SMC's Promotional Material; 9.2 8.2 no relaxation, extension of time, indulgence or leniency of time, which the Seller SMC may show to the Purchaser shall in any way constitute a waiver by the Seller SMC of any of its rights under the Agreement, and the Seller SMC shall not thereby be prejudiced or stopped from exercising any of its rights against the Purchaser which may by then already have arisen or which may arise thereafter; 9.3 8.3 no alteration, variation, amendment or purported consensual cancellation of the Agreement or this clause, or any waiver thereof shall be of any force or effect unless reduced to writing and signed by or on behalf of the parties hereto; 9.4 8.4 the rights and/or obligations of the Purchaser in terms of the Agreement may not be ceded or assigned to any third party without the Seller’s SMC's prior written consent. The rights and obligations of the Seller SMC in terms of the Agreement may be ceded, assigned and or delegated by it to any other person on written notice to the Purchaser, provided that should the Purchaser’s Purchaser ‘s consent be required, such consent shall not unreasonably be withheld; 9.5 8.5 the Agreement and all matters and disputes arising there from or incidental thereto shall be governed by and be construed in accordance with the laws of the Republic of South AfricaBotswana; 9.6 the 8.6 The parties, in terms of the provisions of Section 45 of the Magistrate Court Act, No 32 of 1944, as amended, consent to the non-exclusive jurisdiction of the Magistrates Court in relation to any action or proceeding otherwise beyond the jurisdiction, provided that the Seller in its sole and absolute discretion may institute any such action or proceeding in a division courts of the High Court of South Africa having jurisdiction;Botswana. 9.7 8.7 a certificate signed by any director or accountant of the Seller SMC certifying the sum of any amount due, owing and/or payable by the Purchaser to the SellerSMC, or any other fact in relation to the Agreement, shall be prima facie proof of its contents and sufficient proof for any judgment or order, or any other proceedings; 9.8 8.8 if a court or other competent authority having jurisdiction finds that any term or condition of the Agreement is unenforceable, illegal, void or contrary to public policy, such term or condition shall have no effect whatsoever upon the binding force or effectiveness of the remainder of the Agreement, it being the intention and declaration of the parties that they, even with knowledge of such unenforceability, illegality, invalidity or voidance at the Commencement Date, would have entered into a contract containing all other terms and conditions set out in the Agreement; 9.9 8.9 the Purchaser and the Seller SMC choose as their respective domicilia citandi et executandi (“domicilium”) their physical addresses appointed in the online purchase orderheading or Sale Schedule Part 1: Purchaser’s Particulars for all purposes arising out of or in connection with the Agreement; 9.10 8.10 a party may from time to time by written notice to the other vary his/her his domicilium to another address within the Republic of South Africa, Botswana which is not a post office box or poste restante. Such notified address shall become the domicilium of that party within 7 (seven) days of the other party receiving such notification; 9.11 8.11 any notice given by a party to the other party (“addressee”) which:- 9.11.1 8.11.1 is delivered or made by hand during normal business hours at the addressee’s 's physical address/domicilium for the time being shall be presumed to have been received by the addressee at the time of delivery, provided that the presumption shall only apply if written proof of receipt is obtained by the delivering party, and duly produced on demand; 9.11.2 8.11.2 is posted by prepaid registered post from an address within the Republic of South Africa Botswana to the addressee’s 's postal address or domicilium, shall be presumed to have been received by the addressee on the seventh (seventh) day after the date of posting; 9.12 8.12 all notices by a party to the other in terms of the Agreement must be in writing, and where in terms of the Agreement any communication is required to be in writing, the term writing may include communications by facsimile or by email, provided that receipt thereof by the addressee must be proven by the production of a facsimile or email transmission report, and the direct or indirect admission of receipt thereof by the addressee by return of facsimile or email; 9.13 the Seller 8.13 SMC records telephone calls made or received by the Seller SMC to or from the PurchaserTrainee, who agrees to such recordings; 9.14 in the Agreement:- 9.14.1 clause headings are for reference purposes only and shall not affect its interpretation; 9.14.2 references to natural persons shall include bodies corporate, other legal personae, associations, partnerships, trusts and other business entities, and vice versa; 9.14.3 references to the singular shall include the plural and vice versa; 9.14.4 any word or expression importing the masculine gender shall include the feminine, the neuter, and vice versa; 9.14.5 the rule of construction that the Agreement shall be interpreted against the party responsible for the drafting or preparation thereof shall not apply; 9.14.6 if any definition in the Agreement confers rights or imposes obligations on any party, such provisions shall be given effect to as if it is a substantive provision in the body of the Agreement; 9.14.7 the expiration or termination of the Agreement shall not affect such of the provisions thereof as expressly provide that they will operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

General Provisions and Interpretation. The parties acknowledge and agree that: -that:- 9.1 8.1. save for terms implied by law, the Agreement constitutes and contains the entire agreement between them regarding the matters therein dealt with, and no provisions, terms, conditions, stipulations, warranties warranties, or representations of whatsoever nature, whether express or implied, have been agreed to or made by any of the parties or on their behalf except as are recorded herein, the Seller SMC confirming that none of its employees, agents or other representatives are authorised is authorized to give the Purchaser any advice of a financial nature, or to make any promises or representations of any nature, verbal or in writing to the Purchaser in respect of the Financial Markets Education Tools for the Smart Trader course and training material or any other matter, other than as contained in the Agreement or in the SellerSMC’s Promotional Material; 9.2 8.2. no relaxation, extension of time, indulgence or leniency of time, which the Seller SMC may show to the Purchaser shall in any way constitute a waiver by the Seller SMC of any of its rights under the Agreement, and the Seller SMC shall not thereby be prejudiced or stopped from exercising any of its rights against the Purchaser which may by then already have arisen or which may arise thereafter; 9.3 8.3. no alteration, variation, amendment amendment, or purported consensual cancellation of the Agreement or this clause, or any waiver thereof shall be of any force or effect unless reduced to writing and signed by or on behalf of the parties hereto; 9.4 8.4. the rights and/or obligations of the Purchaser in terms of the Agreement may not be ceded or assigned to any third party without the SellerSMC’s prior written consent. The rights and obligations of the Seller SMC in terms of the Agreement may be ceded, assigned assigned, and or delegated by it to any other person on written notice to the Purchaser, provided that should the Purchaser’s Purchaser‘s consent be required, such consent shall not unreasonably be withheld; 9.5 8.5. the Agreement and all matters and disputes arising there from therefrom or incidental thereto shall be governed by and be construed in accordance with by the laws of the Republic State of South AfricaDelaware in the United States of America; 9.6 8.6. the parties, in terms of the provisions of Section 45 of the Magistrate Court Act, No 32 of 1944, as amended, parties consent to the non-exclusive jurisdiction of the Magistrates Court courts of Delaware in relation to any action or proceeding otherwise beyond the jurisdiction, provided that the Seller in its sole and absolute discretion may institute any such action or proceeding in a division United States of the High Court of South Africa having jurisdiction;America. 9.7 8.7. a certificate signed by any director or accountant of the Seller SMC certifying the sum of any amount due, owing owing, and/or payable by the Purchaser to the SellerSMC, or any other fact in relation to about the Agreement, shall be prima facie proof of its contents and sufficient proof for any judgment or order, or any other proceedings; 9.8 8.8. if a court or other competent authority having jurisdiction finds that any term or condition of the Agreement is unenforceable, illegal, void void, or contrary to public policy, such term or condition shall have no effect not affect whatsoever upon the binding force or effectiveness of the remainder of the Agreement, it being is the intention and declaration of the parties that they, even with knowledge of such unenforceability, illegality, invalidity or voidance at the Commencement Date, would have entered into a contract containing all other terms and conditions set out in the Agreement; 9.9 8.9. the Purchaser and the Seller choose chooses as their respective domicilia citandi et executandi (“domicilium”) their physical addresses address appointed in the online purchase order: Purchaser’s Particulars registration form for all purposes arising out of or in connection with the Agreement; 9.10 8.10. SMC choose as their domicilia citandi et executandi (“domicilium”) their physical address of Suite 206, 000 X Xxxxx Xx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxx xx Xxxxxxxx, Xxxxxx Xxxxxx xx Xxxxxxx; 8.11. a party may from time to time by written notice to the other vary his/her his domicilium to another address within the Republic of South Africaaddress, which is not a post office box or poste restante. Such notified address shall become the domicilium of that party within 7 (seven) days of the other party receiving such notification; 9.11 any notice given by a party to the other party (“addressee”) which:- 9.11.1 is delivered or made by hand during normal business hours at the addressee’s physical address/domicilium for the time being shall be presumed to have been received by the addressee at the time of delivery, provided that the presumption shall only apply if written proof of receipt is obtained by the delivering party, and duly produced on demand; 9.11.2 is posted by prepaid registered post from an address within the Republic of South Africa to the addressee’s postal address or domicilium, shall be presumed to have been received by the addressee on the seventh (seventh) day after the date of posting; 9.12 all notices by a party to the other in terms of the Agreement must be in writing, and where in terms of the Agreement any communication is required to be in writing, the term writing may include communications by email, provided that receipt thereof by the addressee must be proven by the production of a email transmission report, and the direct or indirect admission of receipt thereof by the addressee by email; 9.13 the Seller records telephone calls made or received by the Seller to or from the Purchaser, who agrees to such recordings; 9.14 in the Agreement:- 9.14.1 clause headings are for reference purposes only and shall not affect its interpretation; 9.14.2 references to natural persons shall include bodies corporate, other legal personae, associations, partnerships, trusts and other business entities, and vice versa; 9.14.3 references to the singular shall include the plural and vice versa; 9.14.4 any word or expression importing the masculine gender shall include the feminine, the neuter, and vice versa; 9.14.5 the rule of construction that the Agreement shall be interpreted against the party responsible for the drafting or preparation thereof shall not apply; 9.14.6 if any definition in the Agreement confers rights or imposes obligations on any party, such provisions shall be given effect to as if it is a substantive provision in the body of the Agreement; 9.14.7 the expiration or termination of the Agreement shall not affect such of the provisions thereof as expressly provide that they will operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.