This master services agreement (herein "MSA") is entered into between Paytec Services (Pty) Ltd (Registration number 2018/017733/07) (herein "Paytec"), a company incorporated in terms of the laws of the Republic of South Africa with registered address at 20 Krige Road, Stellenbosch, 7600 and email address admin@bank.tech on the one hand and the client (herein "Client") set out in any document or agreement that incorporates these terms by reference on the other, for the delivery of services by Paytec to the Client (herein "Services") as specified in such document or agreement from time to time.

1. Definitions
   1. In this MSA the following definitions, as capitalised, shall have the meanings assigned to them:
   1. "Acquiring Bank" means the Client's South African commercial bank that is compatible with and supported by BankTech, the supported bank being designated by Paytec from time to time in the Documentation.
   2. "Adverse Consequences" means any cost, claim, damage, loss, penalty, expense or other adverse consequence whatsoever.
   3. "AFSA" means Arbitration Foundation of Southern Africa, or should it cease to exist for any reason, such other independent body or person as may be selected, at the request of any Party, by the Western Cape provincial director of the Legal Practice Council or his/her successor-in-title.
   4. "Agreement" means the agreement between the Parties, consisting of this MSA and any current Services Orders.
   5. "BankTech" means Paytec’s BankTech™ platform-as-a-service technology having the functional and technical specifications as made available by Paytec from time to time.
   6. "Business Day" means any day which is not a Saturday, Sunday or official public holiday in the Republic of South Africa.
   7. "Business Hours" means 08:00 to 17:00 on Business Days.
   8. "Commencement Date" means the earliest date agreed as such in the Services Order, or failing such agreement, the date when the rendering of any Services commences.
   9. "CPI" means the average consumer price index for the preceding year as published by Statistics South Africa or failing such publication, a similar cost-of-living increase over the same time as designated by Paytec in its reasonable discretion.
   10. "Defect" means any failure or deficiency in the Services to perform in terms of the Documentation.
   11. "Documentation" means the written policies, procedures, guidelines and limitations issued by Paytec in respect of BankTech and the Services generally from time to time in Paytec's discretion, as published at https://bank.tech/docs (or such other place as may be advised in writing) and which is incorporated herein by reference.
   12. "Helpdesk" means Paytec's Internet-based helpdesk for the logging and resolving any Defects logged by the Client.
   13. "Intellectual Property" means all intellectual property and proprietary rights, including:
   1. all current and future intellectual property and proprietary rights, howsoever arising in any jurisdiction worldwide, whether registered or not, discovered solely or in collaboration with others, irrespective of stage of development, including (without limitation) the following rights and rights similar thereto: patents, industrial designs, design rights, topography rights, registered and unregistered trade marks, service marks, goodwill, copyright, domain names, defensive names, know-how, trade secrets, confidential information, plant breeders’ rights, performer’s rights and in respect of all of the aforegoing, any applications (or entitlement to make application) for the protection or registration of the aforesaid rights and all renewals and extensions thereof throughout the world (to the extent possible);
   2. all current and future embodiments of the aforegoing rights, physical or otherwise, including (without limitation) inventions, discoveries, analyses, models, moulds, tooling, topographies, trade names, business names, trade dress, logos, emblems, get-ups, works, records, schematics, formulas, test, manuals, documentation, layouts, content, compilations, images, processes, methods, customer lists, supplier lists, business and marketing information, specifications, software, systems, software code (source and object), configurations, information in databases and database schemas;
   3. adaptations, improvements and derivatives of any of the aforegoing; and
   4. accrued rights to institute any claim or complaint arising from an infringement of any of the aforegoing.
   14. "Parties" means Paytec and the Client and "Party" refers to any one of them as the context may indicate.
   15. "PASA" means the Payments Association of South Africa, the payment system management body recognised by the South African Reserve Bank in terms of the National Payment System Act, No. 78 of 1998, to organise, manage and regulate the participation of its members in the payment system.
   16. "Prime Rate" means the publicly-quoted prime overdraft rate charged by Standard Bank of South Africa from time to time, calculated daily and compounded monthly, and in the event of a dispute arising between the Parties as to the aforesaid rate of interest, a certificate issued by any branch manager of the said bank confirming the rate shall be evidence of such rate until proven otherwise (i.e. prima facie proof).
   17. "Services Order" means the binding order in terms of which the Client elects to activate selected services offered by Paytec to be rendered in accordance with the terms set out in this MSA and as these terms may be augmented by order.
   18. "Services Order Effective Date" means the effective date as defined in each Services Order.
   19. "Service Charges" means the service charges payable by the Client to Paytec for the rendering for the Services in accordance with this Agreement.
   20. "Signature Date" means the date of signature by the last Party in time to do so.
2. Appointment and precedence
1. Services shall be added to this MSA by executing Services Order(s) signed by the Parties from time to time.
2. With effect from the Signature Date of a Services Order, such Services Order shall be deemed incorporated under this MSA and form part of the Agreement. With effect from Services Order Effective Date set out in a Services Order, such Services Order shall replace the Services set out in any preceding Services Order and have effect from that date onwards.
3. Paytec agrees to render the Services specified in the prevailing Services Order in accordance with the terms of this Agreement and specifically against timeous payment of the Service Charges.
4. This Agreement supersedes and replaces all agreements between the Parties pertaining to BankTech with effect from the Commencement Date, provided that any amounts payable prior to the Commencement Date under any pre-existing agreement shall remain governed by that Agreement.
5. Should there be any conflict between any provisions of this MSA, the Documentation and those of a Services Order or annex thereto, the latter shall apply to the extent of the conflict.
6. The Parties agree that any standard terms of the Client contained in a purchase order or otherwise outside of this Agreement shall have no effect for purposes hereof.
3. Term and termination
1. This MSA shall commence on the Commencement Date and continue while any Services Order remains in force, unless terminated earlier in terms of clause 13 (Breach).
2. Notwithstanding the aforegoing, Paytec shall have a general right of termination of this Agreement on no less than 90 (ninety) calendar days' prior written notice to the Client.
4. Service charges, payments and related terms
1. In consideration for the Services, the Client will pay the Service Charges without demand, set-off or deduction.
2. Paytec shall invoice the Client for the fixed or minimum monthly Service Charges monthly in advance, the Client agreeing to settle such invoice on or before the first calendar day of the calendar month relating to that invoice. Any variable or out-of-bundle Service Charges shall be invoiced monthly in arrears, the Client agreeing to settle such invoice within 15 (fifteen) days of date of invoice.
3. The Service Charges shall escalate on each anniversary of the Commencement Date at a rate equal to the prevailing CPI rate.
4. All payments due by the Client to Paytec shall be made into Paytec’s bank account, as nominated in writing by a duly authorised representative from time to time. Any such payment shall only be deemed as received by Paytec when this account has been credited with the required amount.
5. Fixed recurring Service Charges to shall become payable upon the earliest date of the Client having the benefit of the relevant part of the Services or the Signature Date of the relevant Services Order.
6. The Client hereby mandates Paytec to collect all amounts due to Paytec by direct debit submitted via the Acquiring Bank and shall upon request from Paytec provide Paytec with such separate written mandate as may be acceptable by the Acquiring Bank.
7. All amounts stated in this Agreement are exclusive of value-added and other sales taxes.
8. Unless and to the extent expressly stated otherwise, the Service Charges set out herein do not include third-party charges incurred by the Client in the use of the Services, including (without limitation) transactional and other charges levied by any acquiring or other bank.
9. Any overdue payments shall attract interest at the Prime Rate plus 2 (two) percent, calculated daily and capitalised monthly.
5. General obligations
1. The Services are for the sole benefit of the Client and the Client undertakes that they will not be made available to any third party, either directly or indirectly.
2. The Client must specifically procure the following and, to the extent applicable, maintain the same during the term of this Agreement, all at the Client’s cost:
1. comply with applicable regulatory and industry requirements applicable to the Client, including maintaining registrations in good standing with such regulators and/or bodies as is necessary to comply with the aforegoing obligation, such as PASA;
2. maintain the required relationship(s) with an Acquiring Bank;
3. provide adequately qualified and skilled staff to perform the Client’s obligations in terms of each Services Order;
4. provide and maintain its own computing infrastructure and telecommunications suitable for use with BankTech, as set out in the Documentation;
5. promptly assist Paytec as it may reasonably be required to render the Services effectively and in a legally compliant manner;
6. not introduce undue systemic risk into the payments processed using BankTech, including (without limitation) maintaining a debit order rejection rate lower than the prevailing threshold set by PASA or failing such set rate, as required by good industry practice; and
7. manage and maintain business processes and collection rules on an on-going basis in accordance with good industry practice.
6. Support services
1. Paytec shall provide the Helpdesk during the term of this Agreement for the resolution of Defects.
2. Unless otherwise agreed in a Services Order, Paytec shall be available during Business Hours to render remote services to resolve Defects.
7. General rights of Paytec
1. Paytec shall have the right to suspend the access and use of BankTech, inclusive of the submission of any instructions to the Acquiring Bank, immediately on written to the Client if:
1. the Client is in breach of any obligation in terms of this Agreement; or
2. the Client, in the reasonable discretion of Paytec, is introducing undue systemic risk into the transactions processed by BankTech; or
3. Paytec is directed to do so in terms of a binding order, ruling or directive by a court, regulator, governing industry body or other body having similar standing.
2. The Client shall have no claim against Paytec acting in terms of clause 7 and agrees to indemnify Paytec from any Adverse Consequences arising therefrom.
8. Confidential information
1. By virtue of this Agreement, the Parties may have access to each other’s confidential information, know-how and trade secrets (hereafter "Confidential Information"), which shall include (without limitation) for purposes hereof:
1. the terms of this Agreement and any disputes arising from this Agreement;
2. the customer and payment information of the Client;
3. in the case of Paytec, the Intellectual Property pertaining to BankTech and the related Services; and
4. other matters which relate to the business of any Party and in respect of which information is not readily available in the ordinary course of business to a competitor.
2. The Parties agree and undertake in favour of each other for the term of this Agreement and indefinitely thereafter, to maintain the confidentiality of the Confidential Information that may be disclosed between them and specifically not to use or disclose such information to any third party, except insofar as permitted in terms of this Agreement.
3. The obligations of confidentiality under clause 8 shall not apply to:
1. disclosure as strictly required for the performance of obligations in terms of this Agreement;
2. information which is independently developed by or acquired from a third party;
3. the disclosure of information to the extent required to be disclosed by law, binding Services Order of competent authority or otherwise as essential for application in judicial action, as well as requests for information from PASA;
4. the disclosure in confidence to a Party’s professional advisors of information reasonably required to be disclosed for a purpose reasonably incidental to this Agreement; and
5. information which comes within the public domain otherwise than as a result of a breach of this clause 8.
4. The Party seeking to rely on an exclusion in clause 8.3 shall bear the onus of proof that such exclusion applies to the particular facts or circumstances.
5. The Party making a disclosure to a third party permitted by clause 8.3 shall procure that such third party complies with the obligations of this clause 8, except in the case of regulatory disclosure.
9. Intellectual property
1. Ownership of all Intellectual Property in and to BankTech and the Services is reserved and shall exclusively vest in Paytec (or its licensors, as the case may be).
2. As part of the Services, the client is licensed to use BankTech for its internal business purposes to the extent necessary for such purpose and for no other whatsoever.
3. The use of any Intellectual Property of Paytec shall:
1. be subject at all times to the Documentation and the directives issued by Paytec; and
2. terminate upon termination of this Agreement for any reason, in which event the Client shall make no further use of Paytec’s Intellectual Property.
4. All rights not expressly granted to the Client shall be and remain reserved to Paytec.
10. Protection of Personal Information
1. In this clause 10, the following definitions, as capitalised, shall have the meanings assigned to them:
1. "Personal Information" has the same meaning as defined in POPI, as may be augmented by applicable Privacy Law;
2. "POPI" means the Protection of Personal Information Act, No. 4 of 2013, as amended;
3. "Privacy Law" means POPI and any other law or legislation that may apply to Personal Information under this Agreement; and
4. "Process" has the same meaning as defined in POPI.
2. The Parties record that in the execution of this Agreement, Paytec may Process certain Personal Information on behalf of the Client and in doing so, Paytec must rely on the Client’s compliance with applicable Privacy Law. The Client accordingly hereby undertake, warrant and represent in favour of Paytec that they shall:
1. comply with the requirements of applicable Privacy Law and the requirements for the lawful Processing of Personal Information;
2. provide reasonable evidence of their compliance with applicable Privacy Law upon request by Paytec; and
3. procure that third parties directly or indirectly involved in the execution of this Agreement likewise comply with the obligations imposed by this clause 10.
3. If in the performance of this Agreement the co-operation of Paytec is required for the Client to comply with their its obligations under applicable Privacy Law, Paytec shall be entitled to recover the costs arising from such assistance from the Client on demand.
4. The Client hereby indemnify Paytec from any Adverse Consequences that may arise from a breach of its obligations of this clause 10.
11. General warranties
1. Each of the Parties hereby warrant to the other as material warranties, inducing the other to enter into this Agreement, that:
1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;
2. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;
3. the execution of this Agreement and the performance of its obligations thereunder does not and shall not:
1. contravene any law or regulation to which that Party is subject;
2. contravene any provision of that Party’s constitutional documents; or
3. conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.
12. Audit rights
1. Paytec shall have the right to audit the Client’s compliance with the terms of this Agreement from time to time on no less than 10 (ten) Business Days prior written notice (hereafter "Audit").
2. The Client agrees to give its reasonable co-operation during the execution of an Audit and specifically to enable access to such information as may be reasonably required for this purpose. Paytec agrees to take reasonable precautions not to disrupt the business activities of the Client in the execution of an Audit.
3. Each Party shall be responsible for its own costs in the execution of an Audit, however if an Audit reveals a material breach of the terms of this Agreement or a under or over statement of any material figure by more than 5% that is prejudicial to Paytec, then the Client shall be liable to pay the actual cost of the Audit on demand, which payment shall be without prejudice to any other right or remedy of Paytec arising from the breach.
13. Breach
1. In this clause:
1. "Insolvency Event" means, in relation to an entity, when that entity becomes insolvent, is unable pay its debts as they fall due or its normal legal capacity is impaired in any manner (by resolution, court order or otherwise), which shall include sequestration, liquidation (either provisionally or finally), business rescue or any occurrence with analogous effect and shall further specifically include the following:
1. the removal of any of its property with the intent to prejudice creditors or to prefer one creditor above another; and
2. the disposition of any of its property which has or would have the effect of prejudicing its creditors or of preferring one creditor above another.
2. "Event of Default" means if a Party (herein the "Defaulting Party"):
1. breaches any provision of this Agreement and remains in breach for 7 (seven) Business Days after the non-defaulting Party (herein "Non-Defaulting Party") has given written notice to rectify that breach; or
2. breaches a material term or warranty set out in this Agreement that is not capable of remedy; or
3. fails to prevent an Insolvency Event from occurring; or
4. undergoes a change of control without the prior written consent of the other Party, which may not be unreasonably withheld or delayed; or
5. repudiates this Agreement by acting in a manner that reasonably evidences a general lack of capacity or intent not to comply with the terms of this Agreement.
2. In the event that the Defaulting Party commits an Event of Default, the Non-Defaulting Party shall as a result of such breach or reputation (as the case may be) and without prejudice to any other rights or remedies which such Party may have in law or otherwise (including the right to recovery of damages), have the right to:
1. sue for the specific performance of any obligations under this Agreement; or
2. cancel this Agreement, which cancellation shall take effect on the giving of the notice of cancellation.
3. Without prejudice to any other right or remedy, Paytec shall be entitled to suspend the rendering of any Services and/or deny access to BankTech while the Client remains in breach of any of its obligations in terms of this Agreement. The Customer shall have no claim against Paytec arising from such action.
4. Any overdue payments shall attract interest at the Prime Rate plus 2 (two) percent, calculated daily and capitalised monthly.
14. Disclaimer
1. The Client acknowledges and agrees that the proper functioning of BankTech is dependent on:
1. the Acquiring Bank being able to process any transaction in the normal course and the rules for submission set by such bank from time to time; and
2. BankTech being used in accordance with Paytec’s prevailing instructions and the Documentation.
2. Unless otherwise agreed in a Services Order:
1. the Client agrees to use the Services as is and at the Client's risk; and
2. Paytec's sole and exclusive liability for any Defect shall be to remedy same as soon as it is reasonably possible for Paytec to do so, provided that such Defect has been promptly logged by the Client via the Helpdesk.
15. Limitation of liability and indemnities
1. Paytec shall not be liable to the Client for any indirect or consequential damages that may arise from this Agreement and/or the rendering of the Services, including (without limitation) special or punitive damages, loss of profits and/or increased cost of doing business.
2. The maximum aggregate liability of Paytec for any Adverse Consequences arising from this Agreement and the rendering of the Services shall be limited to:
1. direct damages for which Paytec is legally liable; and
2. liability capped at the amount of Service Charges (exclusive of expenses and other third-party charges) actually paid by the Client under this Agreement the relevant Services Order for the preceding 3 (three) months.
3. The Client indemnifies Paytec from any Adverse Consequences arising from the Client’s breach of the terms of this Agreement.
16. Force majeure
1. Notwithstanding anything to the contrary, Paytec shall not be liable for a failure to perform any of its obligations due to an impediment beyond its reasonable control.
2. Relief from liability for non-performance by reason of the provisions of this clause 16 shall commence on the date upon which Paytec gives written notice of the impediment relied upon (hereafter "Impediment") and shall terminate upon the date upon which such Impediment ceases to exist.
3. Paytec shall take all reasonable steps to mitigate the adverse effects arising from the Impediment.
17. Arbitration
1. Save as otherwise specifically provided elsewhere in this Agreement, any dispute arising out of or pursuant to this Agreement shall be finally resolved by arbitration in Cape Town in accordance with the rules agreed upon between the Parties in writing within 7 (seven) Business Days after the arbitration has been demanded, failing which in terms of the Expedited Rules of AFSA. The proceedings shall be presided over by an arbitrator or arbitrators agreed to between the Parties to the dispute in writing, failing such agreement within 7 (seven) Business Days after the arbitration has been demanded, an arbitrator or arbitrators as appointed by AFSA having regard to the nature of the dispute.
2. The Parties agree that the written demand by a Party to the dispute in terms of clause 17.1 shall be deemed as a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, No. 68 of 1969.
3. Notwithstanding the provisions of this clause 17, any Party may approach a court on an urgent basis for interim relief or for such other relief not capable of being obtained by way of arbitration proceedings in general.
18. Notices and address for service
1. The Parties choose as their address for service and/or receipt of notices (i.e. domicilia citandi et executandi) for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the addresses set forth in this Agreement, provided that any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing and delivered to the relevant Party’s physical address or email address (hereafter each a "Notice Address").
2. Any Party may by notice in writing to any other change its Notice Address, provided that in respect of its physical address, such address should be in the Republic of South Africa and not a forwarding address. The change shall become effective on the 7th (seventh) Business Day from the deemed receipt of the notice in accordance with clause 18.3.
3. Unless the contrary is proved by a recipient, any notice to a Party to a Notice Address on Business Days:
1. delivered by hand to a responsible person at its physical address shall be deemed to have been received on the day of delivery; or
2. sent by email shall be deemed to have been received on the date and time when such notice is capable of being retrieved by the recipient from its email server.
4. In the event an email notice to a Party is delivered later than 17:00 in the recipient’s time zone, delivery shall be deemed to have taken place on the next Business Day.
5. Notwithstanding anything to the contrary, a written notice or communication actually received by a Party’s nominated reference or functionary in this Agreement shall be an adequate written notice or communication to it, notwithstanding that it was not sent to or delivered at a Notice Address.
19. Interpretation
1. Definitions in this Agreement shall bear the same meanings in any annexes or Services Order, unless a new meaning is assigned in such documents.
2. Definitions added in the body of this Agreement (including by using words such as "hereafter" or "herein") shall be interpreted as if contained in clause 1 (definitions).
3. If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement.
4. Any reference to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time.
5. When any number of days is prescribed in this Agreement, it 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 following Business Day.
6. Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.
7. Unless the context shows otherwise, words importing:
1. the singular shall include the plural;
2. the masculine gender shall include the feminine and neutral genders; and
3. natural persons shall include juristic persons, partnerships and any other bodies corporate, and in all cases, the other way around (i.e. vice versa) shall likewise apply.
8. The head notes to the paragraphs to this Agreement are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate.
9. The rule of interpretation that the contract shall be interpreted against the Party responsible for the drafting and preparation thereof (the contra proferentem rule) shall not apply.
10. Unless the context shows otherwise, a clause which includes a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it (i.e. the application of the eiusdem generis rule of interpretation is excluded).
11. The termination or expiry of this Agreement shall not affect those provisions which expressly provide that they will continue to operate after such termination or expiry, or those provisions which of necessity must continue to have effect after such termination or expiry, even where those clauses do not expressly provide for this.
12. In the event that any right or remedy is expressly stated to be available to any of the Parties in particular circumstances, such right or remedy shall be available without prejudice to or limitation of any other right or remedy that may be available to that Party in such circumstances, unless the contrary is expressly stated.
20. General
1. Assignment. Paytec shall be entitled to transfer its rights and obligations arising from this Agreement to a third party on written notice to the other Parties hereto if this Agreement forms part of a sale of business of Paytec or part thereof.
2. Applicable law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Republic of South Africa. Unless and to the extent expressly agreed otherwise in this Agreement, the Parties agree that the High Court of South Africa, Western Cape Division, shall have exclusive jurisdiction to hear any disputes that may arise from this Agreement.
3. Independent advice. Each of the Parties acknowledges that it has been free to secure independent legal advice and that it has either taken such independent legal advice or dispensed with the necessity of doing so at its own risk.
4. Binding on successors-in-title. This Agreement shall be binding on and enforceable against any successor-in-title or other legal representatives of the Parties as fully and effectually as if they had signed this Agreement in the first instance.
5. Independent contractors. The Parties agree and acknowledge that the relationship between the Parties is that of independent contractors. This Agreement shall accordingly not create a partnership or joint venture, nor constitute any Party as the other’s agent, partner, employee or representative.
6. No representation. No Party shall be entitled to represent any other Party, unless and only to the extent expressly provided otherwise in this Agreement.
7. Third-party rights. Unless expressly otherwise agreed herein, this Agreement is not intended to be for the benefit of (and shall not be enforceable by) any person other than the Parties.
8. Whole agreement. This Agreement constitutes the whole agreement between the Parties as to the subject matter hereof. None of the Parties shall have any claim or right of action arising from any undertaking, representation or warranty not included in this Agreement.
9. Variation. No addition, change, supersession or cancellation of this Agreement, nor any waiver of any right arising from this Agreement, shall be of any force or effect unless reduced to writing and signed by the Parties with a wet ink signature.
10. Relaxation. No failure or delay on the part of any Party to enforce its rights shall in any circumstances be construed as a consent, election, limitation or waiver of rights by such Party.
11. Cost of legal services. Each Party will pay its own costs and expenses incurred by it in connection with the negotiation, drafting, re-drafting, entering into and implementation of legally binding documents. Should any Party instruct attorneys to take any steps to enforce any rights in terms of this Agreement arising from a breach thereof, then the breaching Party shall be liable for all legal and incidental costs, including legal fees on the attorney and own client scale, collection commission and tracing charges.
12. Authority to sign. The person signing this Agreement on behalf of any one of the Parties expressly warrants his or her authority to do so. The signature of witnesses is not a precondition to the validity of this Agreement.
13. Signature in separate counterparts. This Agreement may be executed in separate counterparts which, together shall constitute one and the same Agreement as at the Signature Date.
21. Contracting by electronic signature
1. Having regard to the enabling provisions of the Electronic Communications and Transaction Act, No. 25 of 2002 ("ECT Act"), this Agreement may optionally be entered into by way of electronic signature, provided that an electronic signature shall only be valid if signature took place in accordance with the provisions of this clause 21. For clarity, the Parties record that an "advanced electronic signature" (as defined in the ECT Act) shall not constitute a valid signature for purposes of this Agreement, unless it complies with the provisions of this clause 21.
2. Each person electronically signing this Agreement on behalf of a Party (hereafter "Signatory") shall be deemed to be the duly authorised signatory of that Party for purposes of entering into this Agreement and their electronic signature shall be deemed the equivalent of a wet ink signature, provided such signature was authenticated by at least two-factor authentication.
3. The electronic signing process shall be facilitated by Paytec using its third-party electronic signature technologies from Adobe Systems Inc or DocuSign Inc.
4. In the event that any part of this Agreement is declared invalid, unenforceable or otherwise not binding on the Parties due to this Agreement having been signed by an electronic signature that is compliant with the other provisions of this clause 21, then notwithstanding anything to the contrary, the Parties agree to promptly execute a confirmatory copy of this Agreement by way of wet ink signature. The effective date of such confirmatory copy shall be the same as that of the electronically signed text. Should any Party to fail to promptly comply with this obligation, it hereby irrevocably authorises any other Party hereto to sign the Agreement on its behalf as its duly authorised agent.