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SECURITY SERVICES AGREEMENT

STANDARD TERMS AND CONDITIONS

These Terms (“Terms”) govern your (“the Client’s”) use of the services (as defined

herein later). If you do not wish to be bound by these Terms, you should not accept the

Terms and you may not make use of the services. Take note that there is a financial and

legal obligation that arises between the client (you) and MMA SECURITY SERVICES CC

t/a BROUBART SECURITY (Registration Number: CK 97/35467/23) (with primary place of

business situate at 151 Oxford Street, East London) (hereinafter referred to as

“Broubart”) when accepting these Terms so take special note when reading these

Terms.

1. Interpretation

1.1 In these conditions, except in a context indicating that same other meaning is intended:

1.1.1 "the Act" means Private Security Industry Regulation Act, No. 56 of 2001 and any and all

amendments thereto from time to time;

1.1.2 "Broubart" shall mean MMA Security Services CC, with registration number CK

97/35467/23, that trades under the name and style 'Broubart Security' (a business name

that is/sha!l be registered to MMA Security Services CC in terms of section 80 of the

CPA);

1.1.3 "the client" shall mean the client as described in the description of the parties per the

Agreement and or Quotation;

1.1.4 "alarm system" shall mean the alarm system (if applicable) as set out in the quotation

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annexed hereto, which quotation shall be signed by both parties;

1.1.5 "reaction officer" means a security officer as defined by the Act that provides the

services contained in this Agreement and described in the quotation;

1.1.6 "security services" shall mean the security services as set out in the quotation annexed

hereto, which quotation shall be signed by both parties (Annexure ‘A’)；

1.1.7 "NCA" shall mean the National Credit Act 34 of 2005;

1.1.8 "CPA11

shall mean the Consumer Protection Act 68 of 2008.

1.1.9 "quotation" shall mean the quotation provided by Broubart to the client containing

amongst others the site where services are to be provided, the contact details for the

client ,the details for the reaction and/or monitoring services as well as the costs in relation

thereto;

1.1.10 "Site(s)" shall mean the site(s) where the monitoring and/or reaction services are to be

provided and as more fully described in the quotation and where applicable shall mean the

contact person of the client elected on the quotation;

1.2 The clause headings in this Agreement have been inserted for convenience only and shall not be

taken into account in its interpretation.

1.3 When any number of days is prescribed in this Agreement, such number shall be reckoned

exclusively of the first day and inclusively of the last day unless the last day falls on a Saturday,

Sunday or public holiday in the Republic of South Africa, in which case the last day shall be the

next succeeding day which is not a Saturday, Sunday or public holiday in the Republic of South

Africa.

1.4 Words and expressions defined in any sub-clause shall, for the purpose of the clause of which that

sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-

clause.

1.5 If any provision in a definition is a substantive provision conferring rights or imposing obligations

on any party, effect shall be given to it as if it were a substantive clause in the body of the

Agreement, notwithstanding that it is only contained in the interpretation clause.

1.6 This Agreement shall be governed by and interpreted in accordance with the laws of the Republic

of South Africa.

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1.7 In this Agreement:

1.7.1 references to a statutory provision include any subordinate legislation made from time

to time under that provision and include that provision as modified or re-enacted from

time to time;

1.7.2 words importing any particular gender include the other genders (ie the masculine,

feminine and neuter genders, as the case may be); the singular includes the plural and

vice versa; and natural persons include artificial persons and vice versa;

1.7.3 references to a "person" include a natural person, company, close corporation or any

other juristic person or other corporate entity, a charity, trust, partnership, joint venture,

syndicate, or any other association of persons;

1.7.4 references to a "subsidiary" or a "holding company" shall be references to a subsidiary or

holding company as defined in the Companies Act;

1.7.5 if a definition imposes substantive rights and obligations on a Party, such rights and

obligations shall be given effect to and shall be enforceable, notwithstanding that they are

contained in a definition;

1.7.6 any definition, wherever it appears in this Agreement, shall bear the same meaning and

apply throughout this Agreement unless otherwise stated or inconsistent with the context

in which it appears;

1.7.7 if there is any conflict between any definitions in this Agreement then, for purposes of

interpreting any clause of the Agreement or paragraph of any Annexe, the definition

appearing in that clause or paragraph shall prevail over any other conflicting definition

appearing elsewhere in the Agreement;

1.7.8 any provision in this Agreement which is or may become illegal, invalid or unenforceable

in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective

to the extent of such prohibition or unenforceability and shall be treated as having not

been written (ie pro non scripto) and severed from the balance of this Agreement, without

invalidating the remaining provisions of this Agreement or affecting the validity or

enforceability of such provision in any other jurisdiction;

1.7.9 the use of any expression covering a process available under South African law

(including, for example, a winding-up) shall, if any of the Parties is subject to the law of

any other jurisdiction, be interpreted in relation to that Party as including any equivalent or

analogous proceeding under the law of such other jurisdiction;

1.7.10 the rule of construction that if general words or terms are used in association with specific

words or terms which are a species of a particular genus or class, the meaning of the

general words or terms shall be restricted to that same class (ie the eiusdem generis rule)

shall not apply, and whenever the word "including" is used followed by specific examples,

such examples shall not be interpreted so as to limit the meaning of any word or term to

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the same genus or class as the examples given;

1.7.11 the expiration or termination of this Agreement shall not affect such of the provisions of

this Agreement which are expressly provided to operate after any such expiration or

termination, or which of necessity must continue to have effect after such expiration or

termination, notwithstanding that the relevant provisions themselves do not provide for

this;

1.7.12 each of the provisions of this Agreement has been negotiated by the Parties and drafted

for the benefit of the Parties, and accordingly the rule of construction that the Agreement

shall be interpreted against or to the disadvantage of the party responsible for the drafting

or preparation of the agreement (ie the contra preferentum rule), shall not apply;

1.7.13 where reference is made to the CPA such terms shall only be applicable in the event that

the CPA is found to be applicable to the agreement and such clauses should not be

construed to extend the rights to parties in terms of the CPA where such rights did not

automatically vest in terms of the working of the CPA.

2. Commencement and duration

This agreement shall commence on the date on which the quotation is accepted and shall remain in full

force and effect until terminated by either party giving the other party one calendar month's written notice

or such further periods as agreed upon between the parties in writing.

3. Duties and obligations of Broubart

3.1 Broubart shall, as from the commencement date, provide security services to the client at such

site(s} and on such terms and conditions as is provided for herein and in the quotation, which

quotation forms part of this agreement.

3.2 All security personnel to be provided by Broubart shall be trained and qualified to perform their

services to a level of professional efficiency required and approved by the Security Officer's

Board as defined by the Act.

3.3 All security personnel utilized for the purposes of this agreement shall at all times:

3.3.1 be correctly and properly attired in the official uniform of Broubart; and

3.3.2 be appropriately equipped with such equipment and weapons as may be required in

terms of this agreement.

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3.4 Broubart shall when practical, possible and necessary and in respect of any and all Site(s) of the

client where security personnel may be stationed, provide:

3.4.1 communication facilities between its security personnel so stationed on the one hand,

and its control room and patrol vehicles on the other hand;

3.4.2 support services to the security personnel when and if necessary and required; and

3.4.3 advise the client in writing of any actions or lack thereof or risk which may compromise

the security of the client.

3.5 Except as specifically agreed in this agreement, Broubart makes no representations and makes

no warranties regarding the nature, properties, advantages, standards and qualities of the

security services, the manner in which the security services will be rendered or any other material

aspect regarding the security services.

3.6 Broubart shall maintain its own equipment used to render the security services.

3.7 Broubart shall be liable to effect the following insurances and to keep them in force for the

duration of the agreement:

3.7.1 to register and comply with its obligations in terms of the Compensation for Occupational

Injuries and Diseases Act 130 of 1993; and

3.7.2 Public liability insurance in an amount of R5 000 000.

3.8 Broubart is a registered security service provider in terms of the Act and shall comply with the

statutory requirements relating to the private security industry.

4. Duties and obligations of the client

4.1 The client shall:

4.1.1 provide a room or gate-house on the site(s) where security personnel are stationed and it

must be equipped with all reasonable facilities relating to accommodation, warmth and

communications to enable the security personnel to carry out their duties in the manner

undertaken and expected of them; and

4.1.2 allow Broubart or its designated agents and security personnel access to the Site(s)

which are subject to this agreement; and

4.1.3 allow Broubart, when necessary, to interview and take statements from the client's

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servants, employees and/or agents.

4.2 The client undertakes and agrees:

4.2.1 that it shall in order to limit the risk or damage or loss, instruct its servants, employees,

agents and/or all other persons occupying the Site(s) concerned to ensure that all

valuables, including cash, documents, jewellery, motor vehicle keys, nothing excluded, be

kept in a safe place of custody to which security personnel of Broubart shall have no

access save as may be required for the rendering of security services, and to adhere to its

safety and security procedures;

4.2.2 to make a full written disclosure to Broubart of any fact or factor which will, can or may

complicate, render more difficult or dangerous or compromise the security services - this

written disclosure must be conveyed to Broubart as soon as possible and in any event

prior to signature of the agreement or, if it arises during the term of the agreement,

immediately as it may impact on the feasibility of initiating or continuing the security

services and/or the price;

4.2.3 that should it instruct Broubart or its security personnel to search any person or property of

such person, it shall first have obtained the consent of such person for the purposes of

such search;

4.2.4 that whilst security personnel of Broubart are stationed on the site(s) of the client, the

client shall be entitled to give reasonable and lawful instructions to such personnel, but

shall not be entitled to dismiss such security personnel;

4.2.5 to provide Broubart upon not less than 24 hours prior notice of any change in its security

requirements;

4.2.6 to nominate one or more persons in its employ as persons responsible for its security and

to furnish Broubart with the names and telephone numbers of such persons to enable

Broubart and/or its security personnel to communicate with such persons in the event of

any emergency; and

4.2.7 if the site(s) is of such a nature that the public have access thereto after the client's

working hours, the client will ensure that all access to and egress from the site(s) is

protected in such a manner as to prevent removal of the vehicles without damage thereto.

4.3 Each and every one of the aforesaid obligations is material as it affects the ability of Broubart to

render the security services, the price thereof and to exercise control over its servants, employees

and/or agents.

4.4 During the subsistence of this agreement and for a period of 12 (twelve) months following the date

of this agreement the client shall not offer employment to or employ, whether directly or indirectly

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whether through its associate, subsidiary or holding companies any of Broubart's security

personnel who are or were employed by Broubart at any time during the currency of this

agreement.

5. Contract price

5.1 The contract price payable by the client to Broubart shall be as stated in the quotation, and which

contract price shall have been determined with reference to:-

5.1.1 the number and grade of security personnel utilized in respect of any particular site(s)

of the client where security services are rendered in terms of this agreement;

5.1.2 the equipment, vehicles and infrastructure required to render the security services;

5.1.3 the number and nature of firearms issued to such security personnel, if any;

5.1.4 communication facilities set up in respect of any particular site or premises of the client;

5.1.5 the number of shifts for which security personnel are provided in respect of any particular

site(s) of the client pursuant to this agreement;

5.1.6 the sectoral determinations published from time to time for the private security sector.

5.2 Broubart shall have the right to increase any monthly rate due on or by the 1sl

of July each year by

giving the client notice of such increase not less than 30 (thirty) days prior to the effective date of

such increase.

5.3 Notwithstanding the above and whenever the minimum wages of security officers are increased

during the duration of this agreement - in line with the annual wage increases for security officers -

by a sectoral determination issued by the government or otherwise, Broubart shall be entitled, by

written notice delivered not less than 30 (thirty) days prior to the effective date ofsuch increase to

the client, to increase the contract price with the increased wages that it is obliged to pay its

security officers that render services to the client in terms of this agreement.

5.4 The escalation referred to in clauses 5.2 and 5.3 above shall, however, not be less than the official

inflation rate at the time. The Client hereby confirms that such increases will not establish any

grounds for the cancellation of this agreement.

5.5 The contract price together with value added tax thereon shall be paid within 30 (thirty) days from

the date of the invoice of Broubart, without any deduction or set off, to Broubart at P 0 Box 18154,

Quigney, East London, 5200 or at such other address or into such account as Broubart may

nominate in writing from time to time. Alternatively, payment can be effected by electronic payment

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into Broubart's bank account: Nedbank Limited, East London, branch code: 19-87-65 account

number: 1159289107

5.6 Should the client fail to pay the contract price together with value added tax thereon within the

aforesaid 30 (thirty) day period, it shall be liable to pay interest on the outstanding amount at a rate

that is 2% (two percent) higher than the prime rate of Broubart's bank from time to time,

compounded monthly; provided that should the NCA be applicable to this transaction, and should

the aforesaid interest rate exceed the maximum interest rate prescribed by the NCA from time to

time, the maximum interest rate prescribed by the NCA shall apply.

5.7 Except for the value added tax and interest as provided for hereinbefore, Broubart added no other

charge, fee or interest to the contract price.

5.8 Broubart will deliver statements of account to the client on a monthly basis indicating the amount

outstanding by the client.

5.9 All payments made to Broubart by the client shall be made free from deductions and / or set off of

any nature.

6. Cession and delegation

6.1 The parties agree that Broubart shall be entitled at any time during the subsistence of this

agreement to cede its rights, title and interest and delegate its obligations in terms of this

agreement to a third party that is a registered security firm, in which event this agreement shall

remain in full force and effect on the same terms and conditions, but then as between the client

and such third party.

6.2 Broubart shall give the client prior written notification of any such cession or delegation.

7. Loss or damage

7.1 Broubart does not assume the role of possessor or custodian of the client's site(s) or its contents

by agreeing to this mandate and this agreement shall not be construed as one of depositum or

quashdepositum. This means that the site(s) is/are not delivered to the care and/or control of

Broubart. The site(s) remain under the care and control of the client.

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7.2 Broubart shall by its security services endeavour to prevent or minimise the risk of loss or damage

to property and of injury to persons occasioned by fire, theft, burglary or vandalism to the best of

its ability. This is not to beconstrued as a warranty or guarantee that such loss, damage or injury

will be prevented or minimised. The client must not assume these security services to be an

alternative to insurance and hereby agrees that Broubart cannot be held liable for any damage or

loss incurred. It is furthermore imperative that the client complies with its obligations as set out

hereinbefore to further limit the risk or occurrence of such damages or loss or injury.

7.3 The Client:

7.3.1 shall be deemed to have furnished Broubart and it Security Personnel with authority to

search any person, property or premises of any person or concern;

7.3.2 shall be deemed to have furnished Broubart and its Security Personnel with authority in

terms of section 42 (3) of the Criminal Procedures Act 51 of 1997 to arrest any person

found committing any offence on or in respect of the or any part thereof;

7.3.3 irrevocably indemnifies Broubart and its Security Personnel against any claim or claims

which may be instituted against any one or more of them, which claims arise out of or in

connection with any search or arrest.

7.4 The client's site(s) and, where applicable, its contents are thus guarded at the client's risk.

Broubart, its servants, subcontractors or agents shall not be liable to the Client or any third party

for death of or injury to or illness sustained by any person (hereinafter referred to as Injury') or

loss of or damage to any property, be it that of the Client or any third party (hereinafter referred to

as ‘Damage’) whether direct, indirect, economic or consequential and howsoever caused and the

Client indemnifies and holds harmless Broubart and its Security Personnel in respect of all claims

arising out of any such Injury or Damage, unless and only to the extent that it can be proven that

such Injury or damage has been caused by the gross negligence or wilful disregard of duty by

Broubart and its Security Personnel.

7.5 In no circumstances, including as a result of any negligent act, omission or statement on the part

of Broubart, it servants, subcontractors or agents, shall Broubart be liable for any consequential

loss of any nature whatsoever.

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8. Breach

8.1 In the event that either party commits any breach of any of the terms and conditions of this

agreement and fails to remedy such breach within 7 (seven) days of receipt of written notice from

the other requiring that party to do so, or, in the event of either party being placed in liquidation,

sequestration or under judicial management, whether provisionally or finally, then and in any such

event and without prejudice to any other remedy in law to which such party may be entitled to, the

innocent party shall be entitled to cancel this agreement.

8.2 If the NCA is applicable to this agreement, Broubart may only approach a court for an order to

enforce any payment due in terms of this agreement if the client is in default and has been in

default under this agreement for at least 20 (twenty) business days and:-

8.2.1 at least 10 (ten) business days have elapsed since Broubart delivered a notice to the

client as contemplated in section 86(9), or section 129(1) of the NCA, as the case may

be; and

8.2.2 in the case of a notice contemplated in section 129(1), the client has not responded to

such notice or rejected Broubart's proposals.

8.3 If the provisions of section 16 of the CPA is applicable to this agreement, the client may rescind

this agreement if it resulted from any direct marketing, without reason or penalty, by written notice

to Broubart within 5 (five) business days after the later of the date on which the agreement was

concluded, or the goods that were the subject matter of this agreement were delivered to the

client.

9. Debt review

9.1 Insofar as the NCA may be applicable to this agreement, the client's attention, if the client is a

natural person, is brought to the provisions of section 86 of the NCA, in terms of which the client is

entitled, where applicable and against payment of the prescribed tariff, to apply in the prescribed

manner to be declared over-indebted.

9.2 An application in terms of section 86 of the NCA may not be made in respect of, and does not

apply to this agreement, if at the time of that application, Broubart has proceeded to take steps in

terms of section 129 of the NCA to enforce this agreement.

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10. Jurisdiction

10.1 The parties hereto consent to the jurisdiction of the Magistrate's Court

having jurisdiction in respect of all legal proceedings connected with this agreement

notwithstanding that the value of the matter in dispute may exceed the jurisdiction of the

Magistrate's Court.

10.2 Notwithstanding the aforegoing, the parties shall be entitled to institute action in the Supreme

Court having jurisdiction.

11. Domicilia and notices

11.1 The parties hereby choose as their respective domicilium citandi et executandihr all notices and

purposes at the following addresses:

11.1.1 Broubart: Postal address: PO Box 18154, Quigney, 5211

Physical address: 151 Oxford Street, East London, 5201

Fax number: 086 680 0894

11.1.2 The Client: Address as per signed and acceptance of Quotation

11.2 Any notice of any change of address must be given in writing by the party concerned and

delivered by hand, posted by pre-paid registered mail or transmitted per facsimile to the other

party at the aforesaid.

12. Trade secrets and confidential information

Neither party shall at any time, during or after the termination of this agreement, for any reason

whatsoever, directly or indirectly use or cause to be used for any purpose, or directly or indirectly reveal or

disclose to anyone, any of the trade secrets, intellectual property (whether registered or not) and other

confidential information or data concerning the other of them which may have come to their knowledge as

a result of this agreement.

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13. Dispute Resolution

Any and all dispute arising out of or in connection with the Agreement including anyquestion regarding its

existence, validity or termination, shall be dealt with as follows:

13.1 Firstly the manager director or equivalent of either party will meet within 5 (five) working days of

the dispute arising in an attempt to resolve the matter amicably. Failing such amicable resolution

of the dispute within 5 (five) days of their meeting, they will attempt to resolve the matter by

mediation - the mediator will be an independent third party mutually agreed upon and, failing such

mutual agreement, a party appointed as a mediator by the Arbitration Foundation of South Africa

('AFSA'), which mediator must be appointed within 5 (five) days of their failing to resolve the

matter amicably and the mediation itself must take place with a further 5 (five) days from the date

the mediator is appointed Failing such amicable resolution of the dispute by the intervention of a

mediator, the dispute must be referred to arbitration in East London within two (two) days of the

failure to resolve the dispute by the intervention of a mediator, which referral must be delivered in

writing to and be conducted in terms of the rules of AFSA for the time being in force which rules

are deemed to be incorporated by reference into this clause. The tribunal shall consist of one (1)

arbitrator to be appointed pursuant to the AFSA Rules. The arbitrators decision shall be final and

binding upon the parties and shall provide the sole and exclusive remedies of the parties. All

judgment upon the award so rendered may be entered in any court having jurisdiction or

application may be made to such court for a judicial acceptance of the award or orders of

enforcement. The commencement of any arbitration proceedings under this Clause shall in no

way affect the continual performance of the obligations relates to the subject matter of such

proceedings. Ail arbitration proceedings shall be in the English Language.

13.2 Notwithstanding the provisions of clause 13.1, either party may bring an urgent

application to any court that has jurisdiction if circumstances arise that merit such an application.

14. General

14.1 This document, the quotation and the annexures to the quotation namely the risk assessment, the

site procedure manual, the diagram, the photos attached to the quotation, the key policy, the

service conditions and the special instructions (if applicable) collectively constitute the entire

agreement between the parties.

14.2 Neither party relies in entering into this agreement on any warranties, representations, disclosures

or expressions which have not been incorporated in this agreement as warranties or undertakings.

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14.3 No variation or consensual cancelation of this agreement shall be of any force or effect unless

reduced to writing and signed by both parties.

14.4 The persons signing this agreement on behalf of the parties hereby expressly warrant that they

have read all the terms and conditions, that they understand the content, significance and import

thereof and that they are authorised to sign this agreement.

14.5 insofar as this agreement may be subject to the NCA and/or the CPA, the provisions of these acts

shall prevail over the terms and conditions of this agreement insofar as they may be inconsistent

therewith. If the agreement is subject to the CPA, the following will apply:

14.5.1 Exclusions for liability for injury or death will not apply if such is incurred by the consumer

due to an act or omission of Broubart;

14.5.2 Any provision limiting Broubart's liability to or excluding its liability for gross negligence will

be deemed to be restricted to negligence per se;

14.5.3 If absolute liability if terms of section 61 of the CPA were to arise, Broubart will be liable

notwithstanding any indemnities, disclaimers or waivers

14.6 The parties will communicate and co-operate with each other in the utmost good faith and

using their very best endeavours as far as the implementation and continued application

of the agreement is concerned and especially as far as attending meetings, reporting of,

dealing with, addressing and rectifying any defects or shortcomings prescribed in or

flowing from the agreement are concerned.

14.7 The client shall be provided with a free copy of this agreement. The client is also entitled

to be provided free electronic access to a copy of this agreement.

CPA DECLARATION & ACKNOWLEDGEMENT:

By signature of the quote and/or the agreement and/or any annexures thereto, the client acknowledges

that the all the dangers and risks inherent in the security services and any indemnities, disclaimers or

waivers or limitations or exclusion of liability contained therein have been explained to the satisfaction of

the client, who has given careful consideration thereto and understands it fully and has no

misapprehensions about any of the aforesaid and agrees to be bound by and willingly signs the quote, the

agreement and/or any annexures thereto.