AGRI CROWDY™ PROPRIETARY LIMITED
[AGRI CROWDY™]

Terms and Conditions

INTRODUCTION

Agri Crowdy™ is a online web based platform that gives any juristic persons the opportunity to participate in the agricultural sector by selecting the kind of agricultural assets they wish to invest in as Virtual Farmers.
Agri Crowdy™ is owned and managed by Agri Crowdy™ Farms Pty Ltd.
The accessing or using www.agricrowdy.com or any of its related blogs, websites or platforms (collectively, the Website), means that you agree that you have read, understood and agree to be bound to the terms and conditions contained herein (the Terms).
All rights in and to the content of the Website remain at all times expressly reserved by Agri Crowdy™ Farms Pty Ltd
Please read these terms carefully before accessing or using the Website and/or Services.
Agri Crowdy Farms™ Pty Ltd will assume you have read and understood these terms should you continue to access or make use of the Website and/or Services.

IT IS IMPORTANT TO NOTE THE FOLLOWING:

The terms user, you and your are used interchangeably in these Terms and refer to all persons accessing the Website for any reason whatsoever. Accordingly, the terms us, our, their or we refers to Agri Crowdy™ Farms Pty Ltd or its possession.
Not all terms are necessarily defined in order.
These terms were last updated on 21 November 2021.
Information about happenings and progress reports on the farms are referred to as farm updates. A production cycle refers to farming cycle of livestock from birth to maturity or a farming season and sales till the realization of profits.

1. Interpretation

1.1 The head notes to the Clauses of this Agreement are for reference purposes only and will not govern or affect the interpretation of nor modify nor amplify the terms of this Agreement.

1.2 Unless inconsistent with the context, the words and expressions have the following meanings and similar expressions will have corresponding meanings:-

1.2.1 Agreement means this Master Services Agreement;

1.2.2 Agri Crowdy™ is an online platform owned and trademarked by Agri Crowdy™ Farms;

1.2.3 Business Day means any day other than a Saturday, Sunday or public holiday in South Africa;

1.2.4 Effective Date means the date stipulated by Agri Crowdy™ which is the beginning of the production cycle; notwithstanding the date of acceptance;

1.2.5 End Date means the date stipulated by Agri Crowdy™ after the farming cycle has ended and the profits materialised.

1.2.6 Farmer is any farmer who raises crops and livestock on Agri Crowdy™ Farms farm;

1.2.7 Farming Profile means involves the data of the virtual farmer™ and is also used to track the data and status of the farming cycle from the beginning till the end;

1.2.8 High Value Crop means high value cash crops

1.2.9 Intellectual Property means all computer programs, software, databases, systems, operations, processes, methodologies, technologies, algorithms designs, circuit layouts, plans, reports, data, works protected under the Copyright Act, 1978 ( Act No. 98 of 1978), works of authorship, video recordings, audio recordings, photographs, models, samples, trade secrets, formulae, know-how, show-how, Confidential Information, concepts and ideas of any nature (including of a technical, agricultural, commercial, strategic, financial, marketing or organizational nature), inventions, notes, manuals, documentation, job aids, trademarks, service marks, logos, slogans, corporate, business and trade names, domain names, trade dress, brand names and other indicia of origin, regardless of whether Intellectual Property Rights actually exist in any such items, and any other tangible or intangible items in which Intellectual Property rights may exist, as may occur anywhere in the world and any applications for registration of such intellectual property, and includes all Intellectual Property rights in any of the foregoing;

1.2.10 Livestock includes cows, goats, pigs, sheep, poultry but is not limited to these mentioned livestock based on proper vetting by Agri Crowdy™;

1.2.11 “Master Services Agreement” means the terms and conditions contained in this Agreement, including any annexures hereto;

1.2.12 Parties means Agri Crowdy™ and the User(s) and party as the context requires, is a reference to any one of them;

1.2.13 Production Cycle refers to a farming cycle of livestock from birth to maturity or a farming season;

1.2.14 “Services” involves virtual farming in which the tracking of crops, trees and livestock are invested in for profit from the beginning till the end of a production cycle and payment is made to the investors;

1.2.15 “Stokvel” is a savings or investment club or society that pool their financial resources as a collective for the purpose of generating profits for financial gain;

1.2.16 User means any persons using the Agri Crowdy™ the platform;

1.2.17 Virtual Farmer™ means persons who invest monies on the Agri Crowdy™ platform for farming from the beginning till the end of the production cycle to make profits on their investments;

1.2.18 Wallet means a digital wallet that allows a party to receive returns from their investments. From this digital wallet a withdrawal can be made or the party can choose to use the digital currency for investment in Agri Crowdy™ Farms;

1.2.19 Work refers to the works carried or to be carried out during the production cycle of the purchased Asset;

1.3 Any reference in this Agreement to:

1.3.1 Clause shall, subject to any contrary indication, be construed as a reference to a Clause hereof;

1.3.2 Person refers to any person including juristic entities

1.4 Unless inconsistent with the context or save where the contrary is expressly indicated:

1.4.1 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that it appears only in the definitions Clause, effect shall be given to it as if it were a substantive provision of this Agreement;

1.4.2 when any number of days is prescribed in this Agreement, same 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 last day shall be the next succeeding Business Day;

1.4.3 in the event that the day for payment of any amount due in terms of this Agreement should fall on a day which is not a Business Day, the relevant day for payment shall be the subsequent Business Day;

1.4.4 in the event that the day for performance of any obligation to be performed in terms of this Agreement should fall on a day which is not a Business Day, the relevant day for performance shall be the subsequent Business Day;

1.4.5 any reference in this Agreement to an enactment is to that enactment as at the acceptance date date and as amended or re-enacted from time to time;

1.4.6 any reference in this Agreement to this Agreement or any other Agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other Agreement or document as same may have been, or may from time to time be, amended, varied, negotiated or supplemented;

1.5 Unless inconsistent with the context, an expression which denotes:

1.5.1 any one gender includes the other gender;

1.5.2 the singular includes the plural and vice versa;

1.6 Where any term is defined within the context of any particular Clause in this Agreement, the term so defined, unless it is clear from the Clause in question that the term so defined has limited application to the relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in such clause.

1.7 The termination of this Agreement will not affect the provisions of this Agreement which operates after any such termination or which of necessity must continue to have effect after such termination, notwithstanding that the clauses themselves do not expressly provide for this.

1.8 This Agreement is binding on the executors, administrators, trustees, permitted assigns or liquidators of the Parties as fully and effectually as if they had signed this Agreement in the first instance and reference to any Party is deemed to include such Party estate, heirs, executors, administrators, trustees, permitted assigns or liquidators, as the case may be.

1.9 Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.

1.10 None of the provisions hereof shall be construed against or interpreted to the disadvantage of the Party responsible for the drafting or preparation of such provision;

2. Agri Crowdy™ Website and Services

Agri Crowdy™ is an online web based platform owned and managed by Agri Crowdy™ Farms Pty Ltd that gives any juristic persons, that is, individuals and stokvels/investment clubs (investor(s) the opportunity to participate in the agricultural sector by buying an agricultural asset that is farmed from the beginning of the production cycle till its end, and is then bought back from the investor(s) or virtual farmer by Agri Crowdy™ when the asset reaches maturity at the market rate. While the production cycle is on-going, the Virtual Farmers are able to keep track of the production cycle by getting regular updates, pictures and videos.
In order to make use Services and/or become a Buyer or Farmer, users must register on the Website using the prompted methods, and submit any required information to create a Profile.
The Website and these Terms are subject to change without notice. These Terms are updated or amended from time to time and will be effective upon Agri Crowdy™ Farms Pty Ltd uploading the amended Terms to the Website. Your continued access or use of the Website constitutes your acceptance to be bound by the Terms, as amended. It is your responsibility to read these Terms periodically to ensure you are aware of any changes.
Supplemental terms may apply to certain Services, such as policies for a particular activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to and shall be deemed incorporated into the Terms for the purpose of the Services.
Unauthorised use of the Website or a breach of these Terms by a user may give rise to a claim for damages and/or be a criminal offence.

Users understand that they or other users may be from jurisdictions which may require regulation of the information and/or actions provided by users via the Website. Agri Crowdy™ Farms Pty Ltd does not in any way verify nor confirm the adherence by same users with any such laws to which they are subject. It is therefore vital for each user to understand and be aware that they are fully responsible for any legal obligations resting on them in either providing or accepting the services or information from any such regulated user.

3. User Profile

In order to become a user of any Services, such as being a virtual farmer on the Website and make use of it or the Services, you must complete the necessary registration process detailed on the Website and acquire a Profile. Each user shall have only one (1) Profile and agrees to provide accurate, current and complete information during the registration process and to update such information as and when it changes.

4. Duration

1.1. This Agreement shall commence on the Effective Date and endure till the end of the production cycle, which includes but is not limited to when profits have been finalized in accordance with the terms of this Agreement.

1.2. Agri Crowdy™ shall have the option, to be exercised in its sole discretion, to extend this Agreement beyond the Initial Period for a further period (“Renewal Period”), by serving written notice to the affected investor(s) should the demise of livestock occur, in order to give ample time for the reallocation of another livestock. The effective date of this extension thus becomes effective upon the date the replacement asset is allocated.

5. Services

The Services required in terms of this Agreement shall include using the Agri Crowdy™ platform to conduct virtual farming in the tracking of crops, trees and livestock during the production cycle.

6. Approach in the Performance of the Services

6.1 This Master Services Agreement provides a framework for, and the general terms and conditions applicable to the Services that Agri Crowdy™ will provide to User(s) under this Agreement.

6.2 Agri Crowdy™ will provide the Services to its investor(s) subject to the terms and conditions of this Master Services Agreement generally and in particular.

7. Returns / Refunds Policy

Charges paid by Users for completed investment farming cycles are final and non-refundable. Agri Crowdy™ Farms Pty Ltd has no obligation to provide refunds or credits, but may grant them on a case by case basis and Agri Crowdy™ Farms Pty Ltd. sole discretion.

8. Returns and Payment of Returns

8.1 The returns on Investment is calculated by Agri Crowdy™ and will be explained in written form and sent electronically to your profile on the Agri Crowdy™ platform. While every reasonable effort is made to ensure Returns, Returns fluctuate as the calculation thereof is subject to, but not limited to the market price and weight at time of maturity;
8.2 Upon the virtual farmer purchasing an Agri Crowdy™ asset from birth or from the commencement of the livestock or high vale crop till maturity. Agri Crowdy™ purchases the purchased asset back from the virtual farmer™ at the agreed rate which is distinct to the asset purchased.
8.3 Within 7 days after the end of each calendar month from the date on which the Work (refer to definition in clause 1.2.19) has been completed, a statement will be sent to the virtual farmer™ summarising the performance of the Asset(s), any Return payable and the date of credit Returns to the virtual farmers Agri Crowdy™ Account which will be paid into the virtual farmers wallet;
8.4 The virtual farmer™ may elect, to withdraw the return or choose to use the return in their wallet to purchase another asset on the Agri Crowdy™ platform.

9. Record Keeping

The Service provider shall for the duration of this Agreement and a period of 5 (five) years after the termination of this Agreement, maintain a complete audit trail of the duties performed under this Agreement sufficient to permit a complete audit thereof.

10. Changes Of Terms

Agri Crowdy™ reserves the right, in its sole discretion, to change the Terms under which agricrowdy.com is offered after proper deliberation vetting by its management team. The most current version of the Terms will supersede all previous versions. Agri Crowdy™ encourages you to periodically review the Terms to stay informed of our updates.

11. Intellectual Property

11.1 The Service and its original content, features and functionality on the Agri Crowdy™ platform are and will remain the exclusive property of Agri Crowdy™ Farms. The Service is protected by copyright, trademark, and other laws of the Republic of South Africa. Agri Crowdy™ trademark may not be used in connection with any product or service without the prior written consent of Agri Crowdy™ Farms.
11.2 User shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that is received hereunder.
11.3 Agri Crowdy™ will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. Should any technical, business or other feedback be given to Agri Crowdy concerning the Site or the Services (collectively, Feedback. The User(s) understand and agree that the incorporation by the Company of Feedback into any of its products or services does not grant the User(s) any proprietary rights therein.
11.4 Our Service may contain links to third-party web sites or services that are not owned or controlled by Agri Crowdy™.
11.5 Agri Crowdy™ has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. The User(s) further acknowledge and agree that Agri Crowdy shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, or services available on or through any such web sites or services.

12. User Data Responsibility and Protection

12.1 Agri Crowdy™ Farms Pty Ltd requires you to submit your full name, email address, Identity number (ID) or Passport number and phone number when registering a Profile.
12.2 It is the User(s) responsibility when creating an account with Agri Crowdy™, to provide information that is accurate, complete, and current at all times. This includes the name, address, email address, phone number and all necessary requested information requested by Agri Crowdy™.
12.3 It is the responsibility of the User(s) to safeguard the password that is used to access the Agri Crowdy™ platform. All and any activities or actions on the Agri Crowdy™ platform must be safe guarded under your password, whether your password is with our Service or a third-party service.
12.4 The User(s) agrees not to disclose his or her password to any third party. Upon the User(s) becoming aware of any breach of security or unauthorized use of their account, Agri Crowdy™ must be notified expeditiously.
12.5 The User(s) may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

13. Privacy Policy

13.1 To protect your privacy and security, the website takes reasonable steps to verify the Users identity by requiring that you authenticate your Profile via email verification, as well as input the Users chosen username and password in order to grant access to your Profile and data. To view or change the Users information provided, the Agri Crowdy™ will update the information using the tools provided on the My Profile page of the Website.
13.2 By entering the User personal information on the Website, the User warrants that the Website is used by the User and/ the User legally authorised representative to act on behalf of the Stokvel. The User is responsible for his / her / their Profile and all actions perpetrated therewith and thereon, and the User shall not share your log-in details or password with anyone.
13.3 By submitting the User personal information to the Website for its use in a Profile, the User consents to Agri Crowdy™ Farms Pty Ltd using this information to facilitate a connection between User(s).
13.4 Once registered, the user is allocated a unique Profile which is under their control and which can be manipulated by the relevant Profile owner using the various tools made available on the Website. Some of the features of the Website used by a user may automatically be automated to make adjustments or manipulate a Profile in accordance with the tool functions.

14. Data Protection

14.1 To the extent that confidential or personal information needs to be stored on the Agri Crowdy™ Platform, Agri Crowdy™ shall take appropriate technical and organisational measures against unlawful processing of data, accidental loss, destruction or damage of the confidential or personal information.
14.2 Personal information shall mean information relating to an identifiable, living, natural or juristic person, including information that is non-specific to the person but when disclosed with other information would reveal personal information about the person.
14.3 Agri Crowdy™ shall institute and operate all necessary back-up procedures to its information technology systems to ensure that, in the event of any information system malfunction or other loss of confidential or personal information, such information can be recovered promptly and that the integrity thereof and any database containing such material can be maintained.

15. Security Vetting Of Individual or Stokvels Resources

15.1 Agri Crowdy™ reserves the right at its sole and absolute discretion to do a security check (vetting) of the User(s).
15.2 Where Agri Crowdy™ finds a User or User representative to be a security risk, Agri Crowdy™ will inform the User accordingly and a resolution will be reached between the parties.

16. Liability

16.1 In the event, where losses or damages are experienced during the production cycle, Agri Crowdy™ inform the User(s) in writing as soon as possible and both Agri Crowdy™ will replace any asset that is damaged or lost due to theft or attempted theft.
16.2 In the event, where any other losses or damages are experienced during the production cycle except with respect to clause 16.1, both parties will share the liabilities of the losses and damages.
16.3 Should the party not be able to reach a resolution, proper processes will be followed and legal dispute resolutions will be sought.

17. Limitation Of Liability

17.1 In no event shall Agri Crowdy™ Farms, its directors, employees, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) the access to or use of or inability to access or use the Agri Crowdy™ platform; (ii) any conduct by the User(s) on the Agri Crowdy™ Platform; (iii) any content obtained from the Agri Crowdy™ Platform; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
17.2 The use of the Agri Crowdy™ Platform is at your sole risk. The Service is provided on an AS IS and AS AVAILABLE basis. Agri Crowdy™ services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
17.3 Agri Crowdy™, and its affiliates, do not warrant that the Service will function uninterrupted, secure or available at any particular time or location;

18. Indemnity

18.1 Agri Crowdy™ indemnifies itself, its directors, affiliates, employees, contractors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys fees, that arise from or relate to the use or misuse of, or access to, the Site, Service, Content or otherwise from the User submissions, violation of the Agreement, or infringement by the User(s), or any third party using the Agri Crowdy™ account, of any intellectual property or other right of any person or entity. Agri Crowdy reserves the right to assume the exclusive defence and control of any matter.
18.2 Neither Party shall in any event be liable for consequential, indirect, or special damages to the other Party except if such damages were caused by the gross negligence or wilful misconduct of such Party.

19. Breach

19.1 During the continuance of this agreement, if either Party (the Defaulting Party) breaches any provision of this agreement, then the other Party (the Aggrieved Party) shall be entitled to require the Defaulting Party to remedy the breach within the reasonable time agreed upon between the Parties, by delivery of a written notice requiring it to do so. If the Defaulting Party fails to remedy the breach within the period specified in such notice, the Aggrieved Party shall be entitled to cancel the Agreement and claim damages, alternatively claim immediate specific performance of the Defaulting Party obligations.

19.2 The above is without prejudice to such other rights as the Aggrieved Party may have at law.

19.3 Furthermore, the failure of the User(s) not to provide all necessary information requested by Agri Crowdy™, constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

20. Termination for Cause

20.1 Agri Crowdy™ may, by giving written notice to the User(s), terminate this Agreement as
of a date set out the notice of termination, in the event that the User(s):

20.1.1 commits a material breach of this Agreement, which breach is not cured within
four(4) Business Days after notice of the breach from the Agri Crowdy™ to the User(s);

20.1.2 commits a material breach of this Agreement that is not capable of being cured within four (4) Business Days from the notice of the breach;

20.1.3 commits numerous breaches of this Agreement that collectively constitute a material breach, even if cured;

20.1.4 is placed under voluntary or compulsory liquidation (whether provisional or final) or business rescue proceedings are commenced against the User(s); and/or,

20.1.5 a final judgement against the User(s) remains unsatisfied for a period of (10) ten Business Days or more after it comes to the notice of the User(s); and/or, the User(s) makes any arrangement or composition with its creditors generally or ceases to carry on business.

20.2 Agri Crowdy™ may terminate this Agreement, in the event that User(s) is unable to obtain funding to procure the Services.

20.3 Without limiting the generality of the foregoing, Agri Crowdy™ may terminate this Agreement, by giving notice to the User(s), if the User fails to comply with any or all its required obligations .

20.4 Agri Crowdy™ shall have no liability to the Service Provider with respect to a termination under this Clause 20.

21. Termination For Convenience

21.1 Agri Crowdy™ may terminate this Agreement for convenience and without cause at any time by giving the User(s) prior written notice designating the termination date.
21.2 If User(s) wish to terminate their online account, he (she) or they may simply discontinue using the Agri Crowdy™ platform.

22. Termination/ Suspension of Online Account

22.1 Agri Crowdy™ reserves the right to terminate or suspend your account immediately, after prior notice for any reason whatsoever, without limitation this includes breach in Terms of the Agreement by the User(s).
22.2 Upon termination, the User right to use the Service will immediately cease.

23. Force Majeure

23.1 In the event of any act beyond the control of the Agri Crowdy™, strike, war, warlike operation, rebellion, riot, civil commotion, lockout, interference by farmer trade unions, suspension of labour, fire, accident, or (without regard to the foregoing enumeration) of any circumstances arising or action taken beyond the reasonable control of the Parties hereto preventing them or any of them from the performance of any obligation hereunder (any such event hereinafter called a “force majeure event”) then the party affected by such force majeure event shall be relieved of its obligations hereunder during the period that such force majeure event continues .

23.2 Agri Crowdy™ shall not be liable for any delay or failure in the performance of any obligations hereunder or loss or damage which the User(s) may suffer due to or resulting from the force majeure event, provided always that a written notice shall be promptly given of any such inability to the User(s).

23.3 Upon Agri Crowdy™ invoking force majeure shall upon termination of such force majeure give prompt written notice thereof to the User(s). Should a force majeure event continue for a period of more than thirty (30) days, then either Party has the right to cancel this Agreement.

24 Dispute Resolution

24.1 Any dispute that may arise between the parties will be referred for consideration and
resolution to our respective executive directors (if the party is not a juristic person,
then the person will be involved in his or her capacity) or their duly appointed
representatives.

24.2 The Parties to this Agreement shall provide notice to each other in the event of any
disputes arising out of this Agreement and shall seek to amicably resolve within [14
Business days], through negotiation and cooperation, any such dispute concerning the application or interpretation of the Agreement.

24.3 If the Parties to this Agreement are unable or unwilling to resolve the dispute
amicably, the Parties shall seek local and independent mediation of the issues within
the above mentioned 14 Business Days and under the rules of the Arbitration
Foundation of Southern Africa (the Foundation), its successor and/or in accordance
with the provisions of Arbitration Act 42 of 1965.

24.4 Save in respect of those provisions of this Agreement which provide for their own remedies which would be incompatible with arbitration, or in the event of either Party instituting urgent action against the other in any court of competent jurisdiction, any dispute arising from, or in connection with, this Agreement will finally be resolved by arbitration in accordance with the Rules of the Arbitration
Foundation of Southern Africa (the Foundation) or its successor, by an arbitrator or arbitrators appointed by the Foundation and / or in accordance with the provisions of the Arbitration Act 42 of 1965.

24.5 Neither Party shall be entitled to withhold performance of any of their obligations in terms of this Agreement pending the settlement of, or decision in, any dispute arising between the Parties and each Party shall, in such circumstances continue to comply
with their obligations in terms of this Agreement.

24.6 Nothing contained in this clause, will be deemed to prevent or prohibit a party from applying to the appropriate Court for urgent relief.

25 Correspondences

25.1 The Parties may send any non-legal documents, notices or other communication via Email, but must attach a read receipt to each mail sent, to provide confirmation that the communication has been received and read.

25.2 Agri Crowdy™ email address for communications and/or correspondences is
info@agricrowdy.com

General

26 No Assignment Without Consent

Neither Party shall be entitled to assign, cede, sub-contract, delegate or in any other manner transfer any benefit, rights and/or obligations in terms of this Agreement, without the prior written consent of Agri Crowdy™, which consent shall not be unreasonably withheld.

27 Severability

In the event any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, but this agreement shall be construed as if such invalid, illegality or unenforceable provision had never been set herein, and this agreement shall be carried out as nearly as possible according to its original terms and intent. If any term or condition held to be invalid is capable of amendment to render it valid, the Parties agree to negotiate an amendment to remove the invalidity.

28 Waiver

No change, waiver or discharge of the terms and conditions of this Agreement shall be valid unless in writing and signed by an Authorised Representative of the Party against which such change, waiver or discharge is sought to be enforced, and any such change, waiver or discharge will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either Party hereto in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right, power or privilege.

29 Governing Law

The law governing this agreement shall be the law of the Republic of South Africa and this agreement shall be construed and interpreted in accordance with the substantive law of the Republic of South Africa, and all disputes, actions and other matters relating thereto will be determined in accordance with such Law.

30 Whole Agreement And Amendment

This Agreements constitute the whole of the Agreement between the Parties relating to the subject matter hereof and no amendment, alteration, addition, variation or consensual cancellation will be of any force or effect unless reduced to writing and signed by the Parties hereto or their duly Authorised Representatives. Any document executed by the Parties purporting to amend, substitute or revoke this Agreement or any part hereof, shall be titled an “Addendum” to the applicable Service Agreement and assigned a sequential letter to be included in the title.

31 Covenant of Good Faith

Each Party agrees that, in its respective dealings with the other Party under or in connection with this Agreement, it shall act in good faith

AGRI CROWDY™ PROPRIETARY LIMITED[AGRI CROWDY™]