(Agreement effective until 2024)

Licence Agreement

entered into between :

Belina Time Systems (Private) Limited, a private limited company duly registered and incorporated in terms of the laws of Zimbabwe.

(hereinafter called 'Belina')

Of 27 Van Praagh Ave, Milton Park, Harare

Telephone/ Facsimile:

08677 799799

E-Mail        : sales@belinamail.com

and

the user of Belina PayrollHR software

BELINA TIME SYSTEMS

(hereinafter called the 'The User')

___________________________________

Definitions

1.Scope of Licence

This agreement between Belina Time Systems (Pvt) Ltd The User is effective from the date of signature and governs the terms of engagement between the parties.

2.Licencing

2.1        Licence to Use

The User, upon payment of the requisite licence fees and acceptance of the terms of this agreement is granted a non-exclusive licence to use Belina PayrollHR software and databases on the computer or computer server on which registration has been effected.

2.2        Licence

The day and month of initial registration shall be the base for subsequent licence renewals.

2.3        Licence Size

The number of active employees that can be processed on the payroll shall be the number of employees originally licenced.  This licence may be subsequently increased to cater for a larger number of employees in accordance with the standard Belina licence bands available.  The upgrade being effective on payment of the upgrade invoice.  The number of active employees covered by the licence may be downgraded at no additional charge, however, should the number of employees subsequently increase the licence will need to be upgraded at the prevailing cost.

2.4 Licence Duration and Renewal

This Contract shall be effective shall continue in force as long as the quarterly/monthly licence fee is paid when due. Either party may terminate this contract upon giving the other party one months’ written notice of its intention to do so. In the event of such termination, both parties shall ensure that they fully perform their obligations up to the final date of termination.

The licence shall remain in force until notice of termination of the contract has been given in terms detailed below.  If the licence renewal fee has not been settled within three (3) months of the expiry date the licence will be deemed to have been terminated.

2.5        Licence Fees

As per quotation, the quarterly software license fee is XXXX. The quarterly Licence fee may be amended from time to time to take into account inflationary and market trends. The quarterly licence fee does not include on-site support.

2.6Transferability of Licence

The licence is registered to the User and is non transferable to any other person or organization.

3.Rights and Obligations

3.1  Belina and Dealers Agree to:

telephonic, skype, teamviewer or E-Mail assistance in the correct usage of the Belina PayrollHR

telephonic, skype, teamviewer or E-Mail assistance in solving difficulties experienced in obtaining maximum performance from Belina PayrollHR on the system being used

▪Provide a Getting Started Manual that covers the key aspects required in running Belina PayrollHR.  This manual is available for free download from www.belinapayroll.com.

▪Provide advanced processing tips and other documentation available for free download from www.belinapayroll.com.

3.2  The User Agrees to:

         using reliable storage media

         verifying the integrity of the backup

         maintaining a history of backup covering several periods

▪Ensure that licence fees are paid on or before the date of licence renewal

▪Install recommended updates and upgrades to the Belina PayrollHR which have been released to provide fixes for known program faults and to introduce enhancements to the functionality of the software.

3.3        Initial Training

The initial purchase cost, unless specifically excluded in the quotation, includes introductory training on Belina PayrollHR.  This training is done in accordance with a standard syllabus sheet within 3 months of initial registration.  This syllabus sheet is available on request or provided at the first implementation visit.  The introductory training covers all essential aspects of payroll processing.  Once the introductory training has been completed subsequent requests for training and assistance will be charged on a time and materials basis.

Intermediate and Advanced training courses covering more advanced features of a less routine nature are available subject to quotation.

3.4        Warranties

Belina hereby warrants and represents that:

Ownership

Belina  is the owner of the Belina PayrollHR software and has the right to grant to the User the License without violating any rights of any third party.

Remedies for Breach of Software Warranties

Belina PayrollHR conforms with specifications stated in the Belina PayrollHR Getting Started Manual.  Belina does not guarantee that the software is free from defect.  The User undertakes to take reasonable steps to check results obtained from the data processed.  The User by accepting this agreement limits the aggregate total liability of Belina to a maximum figure of the current Licence Fee.

Service and Maintenance

Each of its employees or subcontractors assigned to perform any work hereunder, and under any License Agreement, shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and that all work will be so performed;

4.Software Maintenance and Updates

a)Belina shall continue to enhance the software to improve the functionality, increase speed, efficiency or ease of use the Software, add additional capabilities, correct defects and malfunctions so as to improve the functionality of the Software.

b)These updates will be available for free download, and installation by the User, from www.belinapayroll.com.  Installation of the upgrade, by Belina or dealer, may be arranged by appointment, at the cost of time and mileage.

c)Belina shall advise the User of any recommended and essential upgrades that a User should install to correct material defects or malfunctions in the software.  Release notes detailing the changes in the version will be made available to the User on www.belinapayroll.com.  

5.Ongoing training and assistance

Any training and assistance required by the User shall be provided on a time and mileage basis with a minimum 1 (one) hour for on site visits and 30 minutes for services provided at Belina premises (currently, charged at XXXX per hour)

Telephone and email support is available to provide answers to specific questions that can be answered within a reasonable time over the telephone or by the provision of explanatory notes.  No additional charge is raised for this service.

6.Publicity and Proprietary Rights

6.1  Publicity

Belina shall not refer to the existence of this Agreement in any newspaper or magazine press releases and advertising but may refer to the name of the User in written correspondences, brochures, or on the Belina website www.belinapayroll.com.  

6.2  Property rights

The rights to Belina PayrollHR software, databases and manuals belong to Belina.

7.Termination and Discharge

7.1        Term and discharge

This Agreement commences from the date of initial registration.  

After the initial period of this agreement, either party may discharge this Agreement on expiry of the Licence, by giving to the other at least one month’s notice in writing of its wish to discharge, discharge being effective from the end of the licence period.

7.2        Belina may terminate this Agreement forthwith if:

the User breaches any term of this Agreement and fails to remedy within 10 days of the date of formal notification of such breach and/ or; the User fails to pay the initial, or subsequent Licence Fees in accordance with this Agreement, and/or; the User shall not do, or allow to be done, anything which may reasonably be considered by Belina to jeopardize any right of Belina and/ or its licensors in Belina PayrollHR and Belina PayrollHR Manuals or any part  thereof, including but not limited to the User making or allowing to be made any unauthorized copy of Belina PayrollHR or Belina PayrollHR Manuals.

7.3        The User may terminate this Agreement forthwith if:

Belina breaches any term of this Agreement and fails to remedy within 10 days of the date of formal notification of such breach.

This Agreement may be discharged by either party with immediate effect by written notice to the other if one  shall become bankrupt or insolvent or enter into any scheme of administration with its creditors or enter into judicial management or liquidation,  or take any action for voluntary winding up other than for the purpose of a solvent reconstruction or amalgamation, or cease to carry on business or being a partnership dissolved.

8.General

8.1        Notice

All notices required or permitted to be given by one party to the other, under this Agreement will be sufficient if sent by certified mail, return receipt requested, to the parties at the respective addresses first set forth above, or to such other address as the party to receive the notice has designated by notice to the other party, pursuant to this paragraph.

      8.2        Governing Law

This Agreement shall be governed by and construed under the laws of the courts of Zimbabwe.

      8.3        Consent to Jurisdiction, Venue and Service.

Both parties consent and agree that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting in Harare, Zimbabwe, and both parties consent and agree that jurisdiction and venue for such proceedings shall lie exclusively with such courts.

      8.4        Severability

If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions of this Agreement will not be impaired thereby.

     8.5        No Waiver

The failure by any party to exercise any right or remedy provided for herein will not be deemed a waiver of any right or remedy hereunder.

     8.6        Remedies

The rights and remedies of the User set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it in law or in equity.

Service Level Agreement

Between

Belina Time Systems (Private) Limited (“The Company”)

And

(“The Licensee”)

1.The Company agrees to have available to the Licensee information about new revised editions of the single versions of the Software System when such editions become available, and such provision of information by Company to Licensee shall be on request of the Licensee. The Licensee will undertake their delivery to the Support Location as prescribed by the Company from time to time.

2.The Company shall use its best efforts to maintain the most recent version of the Software System for the Licensee at the Support Location. The Licensee hereby agrees not to modify or disclose the Software System to third parties or utilize it for any purpose other than to assist the Licensee's technical staff to provide operations support at the Production Location.

3.As part of Maintenance Services, the Company agrees to provide continuous software support including, but not limited to, error-corrections, procedural questions, recovery and backup information, and general consultation where any specific application problem exists.

1.Priority onsite support (same-day onsite support assistance) is available to the Licensee for an annual Support Cover fee of USD 895 or a quarterly fee of USD 235. This will include the provision of 18 hours of support for the respective 12 month period, or 5 hours included support for the quarter).

4.The Company will review any problem encountered by the Licensee, in using the Software System, as per Problem Reporting Procedure described herein below, and provided that the Company is satisfied that the problem is caused by malfunction of the Software System, and such malfunction has not been caused by abuse or misuse of the Software System, or by modification or addition to the Software System not performed by the Company, or by failure of or change to the Equipment. The Company will then correct the malfunction as soon as practicable without charge to the Licensee.

In the event that the Company determines that a problem notified by the Licensee has been caused by abuse or misuse of the Software System, or by modification or addition to the Software System not performed by the Company, or by failure of or change to the Equipment, then:

i)the Licensee agrees if required by the Company, to reimburse the Company the cost of such support work, calculated on a time and materials basis at the Company's then standard fee rates, for work performed by the Company in investigating the problem, and

ii)the Company, at Licensee's request, will advise the Licensee whether the Company can correct or assist in resolving such problem on a best effort basis and will advise Licensee of the terms under which the Company will undertake the same. On written acceptance of such time and materials terms by the Licensee, the Company will then correct or assist in resolving the problem in accordance with such terms.

5.The Licensee shall be responsible for the following:

i)Designate a Customer Support Contact who shall be a single point of contact between the Licensee and the Company for all communication regarding the support to the Software System.

ii)Formally raise all support requests in the formats and as per procedures prescribed by the Company from time to time.

iii)Carrying out all the recommendations of the Company for determining the nature or cause of a problem and for the resolution of the same.

iv)Perform the User Acceptance Testing of the corrected software provided by the Company and inform the Company about its acceptance. In case the Licensee does not respond to the Company within 24 working days of the delivery of the corrected software, the corrected software shall be deemed accepted by the Licensee.

v)Implement corrected software and/or maintenance releases at all the Production Locations of the Licensee.  

vi)The Licensee shall undertake regular maintenance of the Equipment including preventive maintenance.  

6.In the event of any upgrade/change being necessary to the Equipment due to whatever reason and such change is deemed necessary by the Company and effected in the maintenance release of the Software System by the Company:

i.The Company will advise the Licensee of such change at least 30 days prior to the release date of the maintenance release.

ii.7.2 The Licensee shall affect the necessary upgrade/change in the Equipment installed at the Location.

7.The Licensee shall give the Company full access (physical and/or remote) to the

Support Location and/or Production Location, to the Software System and the Equipment to enable the Company to provide the Maintenance Services. The Licensee shall also make available information, facilities and services reasonably required by the Company for the performance of its obligations under this Schedule.

▪PROBLEM REPORTING PROCEDURE

8.Classification

The support requests will be classified by the Licensee as Queries, Faults or Enhancements and assigned (as described here below) appropriate priority.

a.        Queries

These are requests for advice on the correct usage of the Software System. These can be resolved without any change to the Software System.

b.        Faults

These are reported when the Software System either aborts or does not function as per the Company Standard Documentation. Faults should be prioritised as:

Emergency Priority: Where the problem is of such severity that the operation of the Software System cannot be continued.

High Priority: Where the problem causes severe difficulties to the operation of the Software System, although its operation can be continued by implementing compensating controls or by other workarounds.

Low Priority: Where the problem does not cause severe difficulties to the operation of the Software System.

c.        Enhancements

This pertains to alteration and/or enhancement of the functioning of the Software System from the Company Standard Documentation. Enhancements can be prioritised as follows based on the Licensee’s business requirements as High, Medium or Low.

9.Reporting Method

The Client/Licensee will use email communication to formally report any queries, faults or enhancements to the Company. The following email addresses will be used in communicating with the Company:

i.payroll@belinamail.com

ii.support@belinamail.com

In an emergency, the Licensee may communicate the problem to the Company.

10.Support Request Contents

The support request contents:

Enhancement Request Contents:

Where an enhancement request is being reported, a detailed description of the enhancement is required. When necessary, a formal description of the requested functionality of the Software System (e.g. definition of the data inputs, outputs and data processing required) will be provided by the Licensee.

11.Support Request Processing

When the support request is received, the Company will review the request and perform one or more of the following:

•Review the Support Request priority and the classification assigned by the Licensee

•Prepare the resolution or the inform the date by which the resolution will be available

•In case, the impact of the support request is significant and the analysis of the request takes more than one day, the date by which the schedule will be available will be provided.

The Company reserves the right to revise the priority of the request and change the classification after its review. Whenever the classification and/or the priority is modified by the Company, the Licensee will be informed of the decision stating the reasoning and/or a workaround solution.  The table below provides the service levels that will be provided by the Company. The Company will make its best endeavours to maintain these service levels.

In the above table, the clock for the response times starts on the receipt support request at the Global/ Local Support Centre as the case may be and stops when the response is sent out. In the event of the originator having to furnish additional information on the support request, the clock will be stopped when such communication is sent back to the originator and restarted when a valid response is received from the originator.

The details of the processing are described hereunder:

1.1Emergency request

Where an emergency request is reported, the Company will, within 24 hours agree with the Licensee an action plan to ensure that the operation of the Software System can be continued, by one (or a combination) of the following methods.

User errors resulted from mis-use of the Software System:

•Advise correct operation of the Software System.

 Errors resulted from malfunction of the Software System:

•Provide instructions on a temporary change to the Operational procedures of the Software System to bypass the problem.

•Provide instructions to the Licensee's Location to patch the software or the database. This can be a onetime program prepared by the Company and delivered to the Location.

•Provide instruction to the Licensee's Support Location to do a temporary fix to the software.

•A temporary solution to the support request will be made available to the Licensee's Location within 3 (three) working days.

•Permanent revision to the software to correct the cause of the problem will be followed immediately by the Company and delivered to the Licensee's Location in the next Scheduled Release.

In case the operation of the Software System can be continued without correcting the cause of the problem, then this correction must be handled separately as a high or low priority problem as agreed between the Company and the Licensee.

1.2High priority requests

Where a high priority request is reported, the Company will correct the cause of the problem within three working days, or, if the fixes involve substantial effort, the Company will provide to the Licensee a scheduled date for correcting the cause of the problem within three working days.

1.3Low priority request

Where a low priority problem is reported, the Company will, within five working days, acknowledge the problem and advice the Licensee in which future release the cause of the problem will be corrected.

1.4Enhancements

Where an enhancement request is reported, provided that the Company is satisfied with the adequacy of the information supplied on the requested enhancements, the Company will give to the Licensee within a mutually agreed timeframe:

•The cost of providing the enhancement

•The number of elapsed days to provide the enhancement.

When agreement is reached between the Company and the Licensee on providing an enhancement, the scheduled date for providing such a revision to the Software System will be a date mutually agreed by both the parties. The enhancement activity will be initiated by the Company only after receiving a formal order letter with respect to cost and scheduled date by Fax/courier.

On Completion of the Enhancements, the Company will deliver the following items:

•Changed Software which has been tested and quality assured.

•Documentation relating to the Enhancements together with implementation Instructions, if any.

Agreed to on ………………………… ("Effective Date") by and between:

____________________________________                        Date

For Belina Time Systems

____________________________________                        Date

For The Licensee

Service Level and Licence Agreement

Entered into and between

Belina Payroll Services (Private) Limited

hereinafter called

'Belina'

of

27 Van Praagh Avenue

Milton Park

HARARE

Email: payroll@belinamail.co.zw

AND

hereinafter called

'the Client'

Service Level and Licence Agreement entered into between Belina and the Client for the supply of a System of Belina Time Control Software and the installation, implementation and training thereof.  

NOW, THEREFORE, the parties hereto witness as follows:
 

TERMS USED

•downloading of Biometric Terminal data,

•computing,  analysing and reporting on downloaded data

•controlling access control equipment

•uploading data to the Biometric Terminals supplied as part of this agreement.

•displaying the current time,

•recording, storing and transferring employee clocking transactions to Belina TC Software

•capturing, storing, comparing and transferring fingerprint and/or face signatures,

•controlling access points, on terminals fitted with access control functionality.

LEASE AND LICENCE AGREEMENT

This Licence Agreement covers the initial installation of :

•Belina TC Software and hardware,

•Implementation of the System

•Training the administrator on the use of the System

And the ongoing Support and lease of:

•Belina TC Software and Hardware

OBJECT

Belina shall provide a System that is capable of :

•recording of employee clocking in and out times

•computing and transferring working hours to Belina Payroll and other payroll software

•recording and processing of employee absences.

•controlling authorised access through specified access points during specified times.

BELINA RESPONSIBILITIES

Belina shall provide the software and services detailed in Schedule 1 at the costs stated therein and include, but are not limited to:

•Belina TC Software detailed in Schedule 1

•Establishing data communication between the Assigned Computer and Biometric Terminals by means of Data Cabling or Wifi where appropriate

•Training the Administrator to be able to effectively take over responsibility for the System.

•Providing ongoing Support services

CLIENT RESPONSIBILITIES

•Ensure that the proposed System suits their requirements before entering into this agreement.

•Assign an Administrator responsible for the System.  

•Regularly download data, at least per week, from the Biometric Terminal/s to the Assigned Computer.

•Regularly backup the Belina TC Software data, with at least one backup being taken, and kept, for each period used in each payroll.

•Regularly check the setup of the shift rotations and results produced by the system to ensure that correct time calculations are maintained.

•Ensure that they are aware of, obtain, install and use the latest version of Belina TC Software. Upgrades are available for free download from www.belinapayroll.com.  Copies are also available on appropriate storage media from Belina Offices at the cost of materials and handling.

•Settle Licence Fee invoices promptly upon receipt of invoice and prior to the Renewal Date.

LEASE AND LICENCE PERIOD

The initial Licence period shall be three (3) months from the date of this agreement.  Thereafter the Licence may be renewed for periods of three (3) months, or multiples thereof.  

LEASE AND LICENCE ACTIVATION/ RENEWAL

The Licence shall be activated upon payment of the “Quarterly licence fee”

The subsequent renewal of the Licence is done upon settlement of the Licence Renewal Invoice issued by Belina.  On receipt of funds Belina shall provide a Registration Code which activates and gives full functionality to the Belina TC Software.

The quarterly Licence fee may be amended from time to time to take into account inflationary and market trends. The quarterly licence fee does not include on-site support.

LEASE AND LICENCE TERMINATION

This agreement shall be terminated by:

•hand delivery, by either party, of a notice giving a minimum of 30 working days notice of intention to terminate;

•email delivery, by either party, of a notice giving a minimum of 30 working days notice of intention to terminate, subject to receiving confirmation by the receiving party that the email has been received;

•non payment of the Lease and Licence fee within 15 calendar days of the renewal date.

ACCESS AND PLACEMENT

The Client shall give free and unfettered access to the System by Belina staff during the Client's normal Working Hours or after normal business hours in the event of a bona fide emergency.

CHARGE OUT RATES

Hourly charges are based on time spent at and travel time to and from the Location rounded upwards to the nearest hour.  

Mileage charges are based on the return distance to and from the Location from Belina Offices calculated in kilometres.  Belina reserves the right to change the hourly charge out rates and mileage rates as appropriate.

The current rates are:

Hourly charge        - Client Premises        USD$45.00 (minimum 1 hour)

Hourly charge – Belina Premises                USD$22.00 (minimum ½ hour)

Mileage rate per km                        USD$0.85

COST

The initial cost of the System shall be the advance payment of the Quarterly Licence Renewal Fee.

The ongoing costs of the System shall be limited to the advance payment of the Quarterly Licence Renewal Fees only.

TERM AND TERMINATION

The operation of this Agreement shall continue for so long as Belina has not been given due notice of the termination of the lease or unless terminated sooner by Belina.

WARRANTY DISCLAIMER

The System is provided for the use of Client as an accommodation to the Client.  Belina makes no representations or warranties as to the condition or operation of the System.  The System is provided and Client accepts it on an “as is” basis and with all faults and defects.  Belina hereby disclaims any and all warranties, express or implied, with respect to the System, including but not limited to warranties of fitness for a particular purpose.

Client agrees that it shall indemnify and hold the Belina harmless from and against all damages, claims, liabilities, actions, suits, threats, demands and settlements arising directly or indirectly from the use and operation of the System, made by Client or any other party, including but not limited to incidental and consequential damages, lost profits, business interruptions damages, injury related damages, special and punitive damages, even if Belina is advised that such damages are possible or reasonably anticipated.

DAMAGES

Belina makes every effort to ensure that the Belina TC Software supplied is accurate and reliable.   It is the responsibility of the Client, however, to ensure that the system has been initially setup to suit their own processing requirements and that checks are made to ensure that the system is calculating expected results and that these results are being accurately transferred to the payroll software being used.  The Client should subsequently perform regular spot checks to ensure that the Belina TC Software is calculating expected results and that these results are accurately transferred to the payroll software.

It is the responsibility of the Client to ensure that the system is setup to comply with the terms of any Labour Law, in particular the requirements of any National Employment Council/s to whom the Client report.  This would include rules pertaining to normal, overtime and shorttime hours and rates.

Should an error or miscalculation be detected, Belina’s sole liability shall be to the extent of the current Lease and Licence renewal fee for the quarter in which an error or miscalculation occurred.

SUPPORT SERVICES – BELINA OFFICES

During the currency of this agreement the Client shall be entitled to receive ongoing Support.  This includes:

•Free telephone, email or sms Support provided free during normal working hours.  Support being information and explanations in order to assist the Client in understanding technical or useage aspects of the Biometric Terminals, cabling or Belina TC Software.

•Remote support using teamviewer which may be charged on an hourly basis or part thereof.

SUPPORT  SERVICES – CLIENT OFFICES

All on-site Support visits at the Client Premises, regardless of the nature of the call-out, are charged at the prevailing hourly charge out rate plus mileage.

THIRD PARTY SOFTWARE

Belina does not Support other time and access software programs and gives no warranty or undertaking whatsoever in this regard.  If other time and access software is used in conjunction with the Biometric Terminals then this may be done on the understanding that the Client is solely responsible for the setup, running and ongoing troubleshooting that may be required to ensure that the System works using that software.

CONFIDENTIALITY

For purposes hereof, "Confidential Information" means Belina information, operating programs, and data or technology incorporated in the System, but does not include, however, any information (1) Customer develops or acquires independent of any contact with Belina or the System; (2) already in Client's possession prior to contact with Belina or the System; or (3) generally available to the public on an unrestricted basis in the form provided by Belina.  All such Confidential Information shall be held in strictest confidence and may not be accessed, used, or disclosed except as strictly necessary to execute the Authorised Use.

Client agrees to report promptly to Belina any unauthorised access, use, or disclosure of Belina’s Confidential Information, as well as any action (or attempt to take action) of any person to delete, disable, deactivate, intercept, interfere with, or otherwise access, modify, or disrupt the System or the safe and secure operation thereof.

Belina agrees to treat all information regarding the Client as strictly confidential and undertakes not to disclose any such information in any way whatsoever.

BREACH AND TERMINATION

In the event of:-

the non-payment of rent or any licence fee or any portion thereof within seven (7) days of due date; or

a failure to rectify any other breach of any condition of this lease within a period of seven (7) days of written

notice having been given by Belina to the Client requiring such breach to be remedied; or

the Client becoming insolvent or executing any statutory assignment; or

the Client absconding, deserting or vacating the Location;

THEN Belina shall have the right to cancel this agreement and remove the System without prejudice to any action it may have against the Client for rent already due or for damages or breach of contract or otherwise.

All legal and other costs, expenses, disbursements and Legal Practitioner and client charges which Belina may

reasonably incur in consequence of any default by the Client, whether or not any legal action or suit have been

instituted, shall be payable by the Client on demand in addition and without prejudice to Belina’s right to cancel the

agreement and remove the System and to recover arrears of rent, licence fees, additional costs and damages, as

applicable.

That should at any time a dispute arise between the parties in regard to any matter contained in this agreement, or

its interpretation, such dispute may (but not necessarily) be submitted to and decided by arbitration at the instance

of Belina.  In such event, then the parties shall be bound to submit themselves exclusively to arbitration proceedings

and to abide by such proceedings and award.  The arbitrator shall be appointed by agreement between the parties,

and failing agreement as to the appointment of an arbitrator within 10 (ten) days of the date at which arbitration is

demanded then such appointment shall be made, upon application by either of the parties hereto, by the Director of

the Arbitration Centre, Harare, (or such similar office and body as may exist in Zimbabwe from time to time).

The parties irrevocably agree that the decision made by the arbitrator shall be binding upon them and shall be carried

into effect and can be made an order of a court of competent jurisdiction in Zimbabwe, at the instance of the

substantially successful party.  Such decision shall, however, not be subject to review, appeal or re-hearing.

MISCELLANEOUS

a) This agreement contains all the express provisions agreed on by the parties with regard to the subject matter hereof and the parties waive the right to rely on any alleged express provision not contained herein.

representation is recorded herein.

unless reduced to writing and signed by or on behalf of the parties.

rights (unless it is a written waiver) and it shall be entitled to exercise its rights thereafter as if such relaxation had not

taken place.

Signed:                ______________________________        (for Belina)

Name:                ______________________________

Position:        ______________________________

Witness:                ______________________________

Date:                ___ / ___ / 2020

Signed:                ______________________________        (for the Client)

Name:                ______________________________

Position:        ______________________________

Witness:                ______________________________

Date:                ___ / ___ / 2020