Common use of Consideration and Payment Terms Clause in Contracts

Consideration and Payment Terms. 12.1. Client undertakes and warrants that it shall retain proof of payment of the Monthly Rental and Support Services fees in the form of bank statements or paid cheques. Accordingly, and in terms of §20(7) of the Value-Added Tax Act, 1991 read together with VAT Practice Note No. 2 of 1991, no tax invoice shall be required to be issued by GAAP in respect of the Monthly Rental or Support Services fees due by Client in terms of this Agreement. 12.2. During the term of this Agreement, Client shall pay to GAAP – 12.2.1. the Monthly Rental, monthly in advance on or before the 27th day of the preceding month to which it relates; 12.2.2. Support Services fees, monthly in advance on or before the 27th day of the preceding month to which they relate. 12.3. All other charges and all fees for all other Services shall become due and owing upon the dates described in this Agreement failing which they shall become due and owing upon their delivery or performance or tendered delivery or performance to Client, shall thereafter be payable by Client within 30 days from the date of a valid tax invoice from GAAP. 12.4. Client shall be liable for Reimbursable Expenses reasonably incurred by GAAP in performing its obligations under this Agreement. GAAP shall invoice Client monthly in arrears for Reimbursable Expenses plus a reasonable mark-up thereon for administration and handling. 12.5. Client shall pay each Monthly Rental, all Support Services fees, all other charges and fees and all Reimbursable Expenses when they become payable and shall not defer, delay or withhold payment under any circumstances, including when they are disputed. Payment shall be made via debit order and the Client shall complete the debit order authorisation form upon request by GAAP. 12.6. GAAP shall be entitled at any time and from time to time upon written notice to Client to change its banker’s details and/or to direct that Client make payment in any other manner to any address within the Republic of South Africa. Payments to bankers or to addresses other than those so directed shall not have the effect of discharging Client’s obligations. 12.7. The Monthly Rental and the Support Services fees are inclusive of VAT at the prevailing rate as at the Effective Date and/or the date on which Support Services commence, as the case may be. Client shall bear the risk of any increase in the prescribed rate of VAT affecting the Monthly Rental and Support Services fees and GAAP shall be entitled to adjust the Monthly Rental and Support Services fees accordingly, without prior notice to Client. 12.8. All other charges payable in terms of this Agreement are exclusive of VAT which shall be charged to Client in addition, at the rate and in the manner for the time being prescribed by law. 12.9. The Monthly Rental, Support Services fees and all other charges payable in terms of this Agreement are exclusive of – 12.9.1. any taxes or duties which are levied or charged by any revenue authority (including the South African Revenue Services), all of which shall be for the account of Client. Should Client be obliged to deduct any withholding taxes from any amounts due to GAAP, then – 12.9.1.1. the amount payable by Client shall be grossed up by Client such that after deduction of the withholding tax, GAAP receives the full amount specified in the Agreement; 12.9.1.2. Client undertakes and warrants that it shall make due and timely payment of such withholding taxes due by it to the appropriate revenue or other government authority; 12.9.2. any other fees and costs (including freight, delivery and insurance), all of which shall be for the account of Client. 12.10. If during the term of this Agreement any change occurs in legislation (or its interpretation) or banking practice which increases the cost to GAAP of performing or maintaining this Agreement, then GAAP shall be entitled on each such occurrence without prior notice to Client, to increase the Monthly Rental by an amount which gives GAAP the same after tax return on its investment as that calculated at the Effective Date, taking into account the same factors used to calculate the present after tax return. 12.11. Where the Master Rental Agreement of POS Solutions, quote and/o Addendum identifies that the Monthly Rental has been determined based on a Foreign Currency, that Monthly Rental shall fluctuate with any appreciation or depreciation in the exchange rate between the South African Rand and the Foreign Currency from the Date of Signature hereof (“1st Date”) until the date the Goods arrive at customs in the Republic of South Africa (“2nd Date”). Client shall bear the risk and receive the benefit of any variation in the exchange rate. The ZAR/Foreign Currency rate quoted by Nedbank Limited, Commercial branch as their 1month forward rate for imports at 10:00 on the 2nd Date, shall be used to determine any fluctuation in the exchange rate. Any dispute as to the exchange rate to be utilised in terms of this clause shall be finally determined by the branch manager of Nedbank Limited, Commercial branch, (whose authority it shall not be necessary to prove) acting as an expert. 12.12. Should GAAP agree to purchase forward cover for any Foreign Currency exposure, the cost of acquiring such forward cover is deemed to be a Reimbursable Expense. 12.13. The Monthly Rental and the fees for Services shall escalate annually by an Annual Percentage Change. 12.14. Any amount not paid by Client on due date to GAAP shall bear interest at the prime lending rate charged by Nedbank Limited to its most favoured private individual clients on an unsecured overdraft basis from time to time, plus 5 percentage points, as certified by any branch manager of that bank whose authority it shall not be necessary to prove, calculated from due date to date of actual payment, both days inclusive. 12.15. A certificate under the hand of any director of GAAP, whose appointment it shall not be necessary to prove, specifying the amount of any debt owed by Client under this Agreement, shall be prima facie evidence of Client’s indebtedness to GAAP for the purposes of seeking a judgment or order against Client in a court of law. 12.16. Any failure by Client to make any payment on due date shall be a material breach of these terms going to the root of this Agreement and 12.17. Should Client commit a material breach of this Agreement or breach any other terms of this Agreement and fail to remedy same timeously, or should an event of default occur to Client as described in clause 22, all amounts(including but not limited to all amounts in arrears, interest thereon , plus the total Monthly Rentals due for the remainder of the Minimum Rental Period) due by Client to GAAP in terms of this Agreement shall become immediately due, owing and payable to GAAP whether or not the due date for same has arrived, and Client shall make payment of those amounts.

Consideration and Payment Terms. 12.1. Client undertakes and warrants that it shall retain proof of payment of the Monthly Rental and Support Services fees in the form of bank statements or paid cheques. Accordingly, and in terms of §20(7) of the Value-Added Tax Act, 1991 read together with VAT Practice Note No. 2 of 1991, no tax invoice shall be required to be issued by GAAP in respect of the Monthly Rental or Support Services fees due by Client in terms of this Agreement. 12.2. During the term of this Agreement, Client shall pay to GAAP – 12.2.1. the Monthly Rental, monthly in advance on or before the 27th day of the preceding month to which it relates; 12.2.2. Support Services fees, monthly in advance on or before the 27th day of the preceding month to which they relate. 12.3. All other charges and all fees for all other Services shall become due and owing upon the dates described in this Agreement failing which they shall become due and owing upon their delivery or performance or tendered delivery or performance to Client, and shall thereafter be payable by Client within 30 days from the date of a valid tax invoice from GAAP. 12.4. Client shall be liable for Reimbursable Expenses reasonably incurred by GAAP in performing its obligations under this Agreement. GAAP shall invoice Client monthly in arrears for Reimbursable Expenses plus a reasonable mark-up thereon for administration and handling. 12.5. Client shall pay each Monthly Rental, all Support Services fees, all other charges and fees and all Reimbursable Expenses when they become payable and shall not defer, delay or withhold payment under any circumstances, including when they are disputed. Payment shall be made via debit order and the Client shall complete the debit order authorisation form upon request by GAAP. 12.6. GAAP shall be entitled at any time and from time to time upon written notice to Client to change its banker’s details and/or to direct that Client make payment in any other manner to any address within the Republic of South Africa. Payments to bankers or to addresses other than those so directed shall not have the effect of discharging Client’s obligations. 12.7. The Monthly Rental and the Support Services fees are inclusive of VAT at the prevailing rate as at the Effective Date and/or the date on which Support Services commence, as the case may be. Client shall bear the risk of any increase in the prescribed rate of VAT affecting the Monthly Rental and Support Services fees and GAAP shall be entitled to adjust the Monthly Rental and Support Services fees accordingly, without prior notice to Client. 12.8. All other charges payable in terms of this Agreement are exclusive of VAT which shall be charged to Client in addition, at the rate and in the manner for the time being prescribed by law. 12.9. The Monthly Rental, Support Services fees and all other charges payable in terms of this Agreement are exclusive of – 12.9.1. any taxes or duties which are levied or charged by any revenue authority (including the South African Revenue Services), all of which shall be for the account of Client. Should Client be obliged to deduct any withholding taxes from any amounts due to GAAP, then – 12.9.1.1. the amount payable by Client shall be grossed up by Client such that after deduction of the withholding tax, GAAP receives the full amount specified in the Agreement; 12.9.1.2. Client undertakes and warrants that it shall make due and timely payment of such withholding taxes due by it to the appropriate revenue or other government authority; 12.9.2. any other fees and costs (including freight, delivery and insurance), all of which shall be for the account of Client. 12.10. If during the term of this Agreement any change occurs in legislation (or its interpretation) or banking practice which increases the cost to GAAP of performing or maintaining this Agreement, then GAAP shall be entitled on each such occurrence without prior notice to Client, to increase the Monthly Rental by an amount which gives GAAP the same after tax return on its investment as that calculated at the Effective Date, taking into account the same factors used to calculate the present after tax return. 12.11. Where the Master Rental Agreement of POS Solutions, Application Form/quote and/o Addendum identifies that the Monthly Rental has been determined based on a Foreign Currency, that Monthly Rental shall fluctuate with any appreciation or depreciation in the exchange rate between the South African Rand and the Foreign Currency from the Date of Signature hereof (“1st Date”) until the date the Goods arrive at customs in the Republic of South Africa (“2nd Date”). Client shall bear the risk and receive the benefit of any variation in the exchange rate. The ZAR/Foreign Currency rate quoted by Nedbank Limited, Commercial branch as their 1month forward rate for imports at 10:00 on the 2nd Date, shall be used to determine any fluctuation in the exchange rate. Any dispute as to the exchange rate to be utilised in terms of this clause shall be finally determined by the branch manager of Nedbank Limited, Commercial branch, (whose authority it shall not be necessary to prove) acting as an expert. 12.12. Should GAAP agree to purchase forward cover for any Foreign Currency exposure, the cost of acquiring such forward cover is deemed to be a Reimbursable Expense. 12.13. The Monthly Rental and the fees for Services shall escalate annually adjust upwards each year on the anniversary of the Effective Date, by an the Annual Percentage Change. 12.14. Any amount not paid by Client on due date to GAAP shall bear interest at the prime lending rate charged by Nedbank Limited to its most favoured private individual clients on an unsecured overdraft basis from time to time, plus 5 percentage points, as certified by any branch manager of that bank whose authority it shall not be necessary to prove, calculated from due date to date of actual payment, both days inclusive. 12.15. A certificate under the hand of any director of GAAP, whose appointment it shall not be necessary to prove, specifying the amount of any debt owed by Client under this Agreement, shall be prima facie evidence of Client’s indebtedness to GAAP for the purposes of seeking a judgment or order against Client in a court of law. 12.16. Any failure by Client to make any payment on due date shall be a material breach of these terms going to the root of this Agreement and 12.17. Should Client commit a material breach of this Agreement or breach any other terms of this Agreement and fail to remedy same timeously, or should an event of default occur to Client as described in clause 22, all amounts(including but not limited to all amounts in arrears, interest thereon , plus the total Monthly Rentals due for the remainder of the Minimum Rental Period) due by Client to GAAP in terms of this Agreement shall become immediately due, owing and payable to GAAP whether or not the due date for same has arrived, and Client shall make payment of those amounts.

Consideration and Payment Terms. 12.1. Client undertakes and warrants that it shall retain proof The charges payable for the provisions of payment of the Monthly Rental and Support Services fees in the form of bank statements or paid cheques. Accordingly, and in terms of §20(7) of the Value-Added Tax Act, 1991 read together with VAT Practice Note No. 2 of 1991, no tax invoice signal shall be based on the number of STBs issued to you for providing services to the subscribers. (i) It is here by clarified that as per TRAI guidelines, we are required to arrange for you bills for subscription fees and other services if any on the subscriber. Such invoices to subscribers shall be issued by GAAP in respect of the Monthly Rental or Support Services fees due by Client in terms of this Agreement. 12.2. During the term of this Agreement, Client shall pay to GAAP – 12.2.1. the Monthly Rental, monthly in advance raised on or before the 27th 10th (Tenth) day of each month. We may provide a web login to access your invoices for printing and delivering to the preceding month subscriber. You shall on receipt of the invoices print the same and hand deliver/provides of copy to which it relates;each subscriber the invoice for the applicable subscription fees that has been raised to such subscriber in such monthly/quarterly/annual basis as per data available in our subscriber Management System (SMS). 12.2.2. Support Services fees, monthly in advance on (ii) On or before the 27th 25th (fifteenth) day of each month, you shall collect from each subscriber the preceding applicable subscription fee, as per the invoice raised. we will raise invoice on you for subscription against content Broadcast Reproduction Rights’ Charges (BRR Charges) and dues and services for STBs availed by you . (iii) You shall pay the full BRR Charges for each month to which they relate. 12.3us in accordance with the invoice furnished by us. All The BRR Charges will be based on the bouquets/channels and other charges and all fees for all other Services shall become due and owing upon services etc. subscribed by the dates described in this Agreement failing which they shall become due and owing upon their delivery or performance or tendered delivery or performance subscriber .Failure on your part to Client, shall thereafter be payable by Client within 30 days from the date of a valid tax invoice from GAAP. 12.4. Client shall be liable for Reimbursable Expenses reasonably incurred by GAAP in performing its obligations under this Agreement. GAAP shall invoice Client monthly in arrears for Reimbursable Expenses plus a reasonable mark-up thereon for administration and handling. 12.5. Client shall pay each Monthly Rental, all Support Services fees, all other charges and fees and all Reimbursable Expenses when they become payable and shall not defer, delay or withhold payment under any circumstances, including when they are disputed. Payment shall be made via debit order and the Client shall complete the debit order authorisation form upon request by GAAP. 12.6. GAAP shall be entitled at any time and from time to time upon written notice to Client to change its banker’s details and/or to direct that Client make payment in any other manner to any address of the monthly BRR Charges within the Republic of South Africa. Payments due date as mentioned in our invoice shall make you liable to bankers or to addresses other than those so directed shall not have the effect of discharging Client’s obligations. 12.7. The Monthly Rental and the Support Services fees are inclusive of VAT at the prevailing rate as at the Effective Date and/or the date on which Support Services commence, as the case may be. Client shall bear the risk of any increase in the prescribed rate of VAT affecting the Monthly Rental and Support Services fees and GAAP shall be entitled to adjust the Monthly Rental and Support Services fees accordingly, without prior notice to Client. 12.8. All other charges payable in terms of this Agreement are exclusive of VAT which shall be charged to Client in addition, pay interest at the rate and in of 24 % (twenty four percent) per annum on the manner due amount for the time being prescribed by lawperiod of delay in payment of the due amount in full. 12.9. (iv) The Monthly Rentalimposition and collection of interest on late payment does not constitute a waiver of the your obligation to pay the monthly BRR Charges by the due date, Support Services fees and we shall retain all other charges payable in terms rights and remedies under this agreement and/or Applicable Laws, including without limitation, the right to terminate the agreement and disconnect/ deactivate the signal of the Bouquets/channels. (v) Payment of all taxes levied will be made by us as per the term sheet. You shall have no right to withhold or claim adjustment /set off monthly BRR Charges under this Agreement are exclusive of – 12.9.1. agreement for any taxes or duties which are levied or charged by any revenue authority reason whatsoever (including the South African Revenue Services), all of which shall be for the account of Client. Should Client be obliged to deduct any withholding taxes from any amounts due to GAAP, then – 12.9.1.1. the amount payable by Client shall be grossed up by Client such that after deduction of the withholding tax, GAAP receives the full amount specified in the Agreement; 12.9.1.2. Client undertakes and warrants that it shall make due and timely payment of such withholding taxes due by it to the appropriate revenue or other government authority; 12.9.2. any other fees and costs (including freight, delivery and insurance), all of which shall be for the account of Client. 12.10. If during the term of this Agreement any change occurs in legislation (or its interpretation) or banking practice which increases the cost to GAAP of performing or maintaining this Agreement, then GAAP shall be entitled on each such occurrence without prior notice to Client, to increase the Monthly Rental by an amount which gives GAAP the same after tax return on its investment as that calculated at the Effective Date, taking into account the same factors used to calculate the present after tax return. 12.11. Where the Master Rental Agreement of POS Solutions, quote and/o Addendum identifies that the Monthly Rental has been determined based on a Foreign Currency, that Monthly Rental shall fluctuate with any appreciation or depreciation in the exchange rate between the South African Rand and the Foreign Currency from the Date of Signature hereof (“1st Date”) until the date the Goods arrive at customs in the Republic of South Africa (“2nd Date”). Client shall bear the risk and receive the benefit of any variation in the exchange rate. The ZAR/Foreign Currency rate quoted by Nedbank Limited, Commercial branch as their 1month forward rate for imports at 10:00 on the 2nd Date, shall be used to determine any fluctuation in the exchange rate. Any dispute as to the exchange rate to be utilised in terms of this clause shall be finally determined by the branch manager of Nedbank Limited, Commercial branch, (whose authority it shall not be necessary to prove) acting as an expert. 12.12. Should GAAP agree to purchase forward cover for any Foreign Currency exposure, the cost of acquiring such forward cover is deemed to be a Reimbursable Expense. 12.13. The Monthly Rental and the fees for Services shall escalate annually by an Annual Percentage Change. 12.14. Any amount not paid by Client on due date to GAAP shall bear interest at the prime lending rate charged by Nedbank Limited to its most favoured private individual clients on an unsecured overdraft basis from time to time, plus 5 percentage points, as certified by any branch manager of that bank whose authority it shall not be necessary to prove, calculated from due date to date of actual payment, both days inclusive. 12.15. A certificate under the hand of any director of GAAP, whose appointment it shall not be necessary to prove, specifying the amount of any debt owed by Client under this Agreement, shall be prima facie evidence of Client’s indebtedness to GAAP for the purposes of seeking a judgment or order against Client in a court of law. 12.16. Any failure by Client to make any payment on due date shall be a material breach of these terms going to the root of this Agreement and 12.17. Should Client commit a material breach of this Agreement or breach any other terms of this Agreement and fail to remedy same timeously, or should an event of default occur to Client as described in clause 22, all amounts(including but not limited to all amounts in arrearsby virtue of any of alleged loss of Subscriber, interest thereon counter claim against us, plus the total Monthly Rentals due for the remainder of the Minimum Rental Periodetc.). (vi) due by Client Pre – Paid Services (a) You may also offer pre-paid services to GAAP in terms of this Agreement shall become immediately dueyour subscribers. (b) If you wish to offer pre-paid services to your Subscribers, owing and payable you will be provided access to GAAP whether or not the due date for same has arrived, and Client shall make our subscriber Management System (SMS) upon payment of those amountsan amount of Rs.2,000/-per subscriber. (c) You will have necessary and required access to activate any channel or bouquet for any of your subscriber. (d) Billing for such subscribers will do on pre-paid basis, with you also collecting the billed amount up front from the subscriber and the subscriber would get a confirmation of channel/package being activated. (e) The requisite monthly amount will get deducted from the advance amount paid by you to us. You will thereafter be able to do further transactions till there is a minimum credit balance available.