JUST INVEST VIRTUAL OFFICE AGREEMENT

Transcription

1 JUST INVEST VIRTUAL OFFICE AGREEMENT Between Just Invest Registration Number 2008/029526/07 (Hereinafter referred to as Just Invest ) With chosen domicilium address, namely: Unit F02 First Floor, Block A Pro Sano Office Park, Tyger Waterfront And Reg. No / Identity Number... (Hereinafter referred to as the Just Invest Virtual Office ) With chosen domicilium address, namely: INTRODUCTION 1.1 JUST INVEST provides investor specific services in the residential property development market. 1.2 The Just Invest Virtual Office ( the Virtual office ) model will introduce the developments of JUST INVEST (PTY) Ltd ( JUST INVEST ) to its client base by loading their client-base on the Just Connect system and indemnifies, and the Virtual office hold harmless, JUST INVEST against any claims from third parties in this regard. 1.3 In the event that the Just Invest Virtual Office entering into this agreement is not yet part of the Just Property Group, then the Virtual Office will form part of the group as independent contractors, and this Agreement will not be construed in any way shape or form to create a partnership, joint venture, franchise or employment relationship between the parties other than for the purpose of this agreement. Neither Party will represent itself

2 Page 2 to be an employee or agent of the other or enter into any agreement on the other s behalf of or in the other s name. 1.4 In the event that the Just Invest Virtual Office entering into this agreement forms part or work in association with a Bond originator, then the Virtual Office will have the exclusive opportunity to arrange the necessary bond finance for all the sales in progress relating to the Virtual Office and earn the full bond commission in addition to the Virtual Office commission. 2. RIGHTS AND OBLIGATION OF JUST INVEST 2.1 JUST INVEST agrees that it shall provide the VIRTUAL OFFICE with the necessary access to the Just Connect System. 2.2 JUST INVEST will launch all developments on behalf of the VIRTUAL OFFICE via Just Connect. 2.3 JUST INVEST will not disclose any information relating to the Virtual Office and their Client Base to any third party, and that JUST INVEST recognize such information as the exclusive property of the VIRTUAL OFFICE. 3. RIGHTS AND OBLIGATIONS OF THE JUST INVEST VIRTUAL OFFICE 3.1 The Virtual Office agrees that it shall at all times during the period of this Agreement: act loyally and faithfully to JUST INVEST and obey the orders and instruction of JUST INVEST and, in the absence of any such order or instructions in relation to any particular matter, will act in such manner as the Virtual Office reasonably considers to be most beneficial to the interests of JUST INVEST : promptly bring to the notice of JUST INVEST any information received by the Virtual Office, which is likely to be of use or benefit to JUST INVEST not incur any liability on behalf of JUST INVEST or in any way pledge or purport to pledge the credit of JUST INVEST : not to contact the relevant property developer or enter into correspondence with them: not amend, alter or modify whatsoever any documentation of JUST INVEST including messages and documentation not sign any mandates or make any promises to developers of property on behalf of JUST INVEST or go into any agreement which is not stipulated in this contract.

3 Page 3 TERMS & CONDITIONS 1. APPOINTMENT OF THE JUST INVEST VIRTUAL OFFICE JUST INVEST hereby appoints the Just Invest Virtual Office to provide services/data as specified from the Commencement Date, subject to all of the terms, conditions and stipulations in this Agreement. 2. TERM OF THIS AGREEMENT This Agreement shall begin as at the Commencement Date and shall continue in full force and effect for an unlimited period or unless it is terminated in accordance with the terms and conditions stated herein. 3. THE JUST INVEST VIRTUAL OFFICES COMMISSION EXCLUDING VAT (Ten) percent commission of the negotiated by JUST INVEST will be paid to the Just Invest Virtual Office on concluded transactions, subject to par All development mandates are available to Just Invest Virtual Offices on request. 3.2 The Just Invest Virtual Office can earn an additional income for introducing a specific development to JUST INVEST. This is only an introduction fee. An amount of 5% of JUST INVEST s commission on all transactions within such specific development is payable to the Just Invest Virtual Office on registration for every property sold and on transfer in the referred development. 3.3 In the event that the purchasers referred by the Just Invest Virtual Office in relation to the Property: qualifies for the required finance to purchase the Property and proceed to purchase by taking registration of transfer of the Property, then the commission set out in this agreement shall be paid to the Just Invest Virtual Office by JUST INVEST within five Business Days after receipt by JUST INVEST of the commission in terms of the agreement of sale from the conveyancing attorneys. 3.4 All quoted amounts paid out by JUST INVEST are exclusive of VAT, and will be paid on receipt of invoice, as per par If the Just Invest Virtual Office is not a registered VAT vendor for purposes of these transactions, then JUST INVEST shall be obligated to deduct 14% VAT from the aforesaid commission and pay the said VAT to South African Revenue Services (SARS). 3.6 In the event that a Just Invest Virtual Office is a registered VAT vendor for purposes of these transactions, then the said Virtual Office is required to forward his VAT registration number together with a tax invoice for the amount due and payable to accounts@justinvest.co.za. 3.7 It is specifically agreed between the Parties that should the Just Invest Virtual Office breach this Agreement and the agreement is subsequently cancelled by JUST INVEST because of such breach, then JUST INVEST shall retain all payments that may be due to the Just Invest Virtual Office in terms of this Agreement as liquidated and genuine preestimated damages.

4 Page 4 4. COST FOR THE JUST INVEST VIRTUAL OFFICE 4.1 An amount of R (incl. VAT) (Five Hundred and Seventy Rand) will be levied as a monthly administration fee from the commencement date of this agreement, and payable by debit order. 5. CONFIDENTIAL INFORMATION 5.1 Each party agrees that the Confidential Information such as its client-base of the other party will be held in confidence to the same extent and the same manner as each party protects its own Confidential Information, but each party agrees that in no event will less than reasonable care be used. 5.2 Each party shall, however, be permitted to disclose relevant aspects of such confidential information to its officers, employees and consultants on a need-to-know basis, provided that they have undertaken to protect the Confidential Information to the same extent as required under this Agreement. 5.3 Each party agrees to use all reasonable steps to ensure that the other party s Confidential Information received under this Agreement is not disclosed in violation of this paragraph. 5.4 Confidential Information means in terms of this Agreement, except as otherwise specifically provided in the Agreement, each party s trade secrets, including but not limited to, financial information, instructions, technical know-how, methods and procedures for operation, information about employees, customers, marketing strategies, services, business or technical plans and proposals, in any form and any other information relating to either party that is not generally known to the public at large. 5.5 Confidential Information shall not include information that: is or becomes generally known or available to the public at large through no negligent act or omission of either party: can be demonstrated to have been available lawfully to either party prior to the disclosure or had thereafter been furnished to either party without restrictions to disclosure or use or can be demonstrated to be independently developed by the recipient of Confidential Information without use of such Confidential Information and such independent development is proven on the basis of either party s records related to such development. 6. NON-COMPETE 6.1 The Just Invest Virtual Office undertakes that it will not, either alone or together with, or as agent for any person, firm, company or association whatsoever, directly or indirectly, for the duration of this Agreement, carry on or be entered in, in any way, as proprietor, employee, partner, shareholder or agent of any business carried on in the Republic of South Africa substantially similar to the business of JUST INVEST. 6.2 For purposes of this clause 6.1 the term substantially similar means, having reference to the business activities of JUST INVEST, a business activity the dominant features of which correspond with the dominant features of the business activities of JUST INVEST. 7. REFEREE 7.1 If a dispute arises, any Party to the Agreement shall notify the other Party to this Agreement in writing should the dispute not be resolved between the Parties within 14 (fourteen) days of receipt by the other Party of such notice, then any of the Parties to the dispute may refer the dispute for determination in terms of the provisions of clause 7.2.

5 Page If a Party exercises its right in terms of clause 7.1 to refer the dispute for determination, such dispute shall be referred to a practicing attorney in Cape Town of not less than 10 (ten) years standing, as agreed upon among the parties to the dispute, or failing such agreement within 14 (fourteen) days after receipt of the notice referred to in clause 7.1 above, nominated by the President for the time being of the Law Society of the Cape of Good Hope or its successor-in-title. The mentioned referee will appear as an expert and not as an arbitrator and shall not be obliged to use any Rules of any Court of Arbitrators. The referee will be entitled to ascertain how, where and when the submission will be made to him. It is the parties wish that the dispute be settled with the lowest costs and with the least possible delays. Any decision of the referee, inclusive of a cost ruling, shall be final and binding on the parties and shall not be disputed by the parties. THUS DONE AND SIGNED upon the dates and at the places specified below. As Witnesses: 1.. For: THE JUST INVEST VIRTUAL OFFICE Who warrants that he is duly authorized thereto Date:.. Place:. Name:. Capacity:.... THUS DONE AND SIGNED upon the dates and at the places specified below. As Witnesses: 1.. For: JUST INVEST Who warrants that he is duly authorized thereto Date:.. Place:. Name:. Capacity:....

6 Page 6 RPI Registration Number 2008/029526/07 Unit F02 First Floor, Block A Pro Sano Office Park, Tyger Waterfront Ph: / Website: Invest.co.za accounts@justinvest.co.za DEBIT ORDER DETAILS OF THE JUST INVEST VIRTUAL OFFICE Completed by : Franchise & Representative Name : Registered Company /Individual : Registration / Identity Number: VAT Number : Virtual Office Name (Just Connect) : Office Use Only BANKING DETAILS Account Number : Bank: Account Name : Branch Code : Account Type: CONTACTING PERSON Name & Surname : Mobile : Tel: Monthly: I/we hereby authorize you to debit my/our account monthly with the above mentioned banking details (or any other bank or branch that I/we may change to) the sum of R (Five Hundred and Seventy Rand) inclusive of VAT on the 7 th of each month. First Payment Date :././20.. I/we hereby authorize your agent MyGate Communications (Pty) Ltd to debit my/our account on your behalf. This debit order agreement may be cancelled by giving thirty days written notice in writing but I/we understand that any amounts withdrawn while this agreement was in force is owing. I/we hereby agree that the party hereby authorized to debit my bank account may not cede or assign any of its rights and that I/we may not cede any of our obligations in terms of this debit order instruction to any third party without prior written consent of the authorized party..../.../20... Date... Name/s... Signature/s