Integration Agreement

Purpose of Agreement

The Parties agree to integrate Sticitt’s payment infrastructure solution into the Third Party’s platform, subject to the terms and conditions of this Agreement.

Definitions

Integration Services: The services and activities necessary to implement Sticitt’s payment infrastructure solution into the Third Party’s platform.

API: Application Programming Interface provided by Sticitt.

Documentation: Technical materials related to the Integration Services, including API guides, SDKs, and other resources as contained online at docs.sticitt.co.za.

Roles and Responsibilities

Sticitt Pty Ltd, Registration Number 2014/095879/07 (“Sticitt”):

1. Provide access to APIs, SDKs, and technical support during integration.
2. Deliver technical documentation and sandbox access for testing.

Third Party:

1. Implement the integration based on Sticitt’s specifications.
2. Conduct necessary testing to ensure proper functionality.
3. When logging any issues post-go-live at technology@sticitt.co.za:
   1. Provide detailed information and logs when reporting issues.
   2. Ensure timely access to relevant personnel for issue resolution.
   3. Avoid making unauthorized changes to the integrated solution.

No Agency Relationship

This Agreement does not create a partnership, joint venture, agency, or employment relationship between the Parties. Each Party remains an independent entity.

Intellectual Property

Ownership of Pre-Existing Intellectual Property

Each Party retains sole ownership of its pre-existing intellectual property, including but not limited to trademarks, patents, copyrights, designs, trade secrets, software, documentation, and processes (“Pre-Existing IP”). Nothing in this Agreement transfers ownership of one Party’s Pre-Existing IP to the other Party.

Ownership of the Payment Infrastructure Solution

All intellectual property rights in Sticitt’s payment infrastructure solution, including but not limited to APIs, SDKs, software, designs, documentation, and updates, remain exclusively the property of Sticitt.

Grant of Limited License

Sticitt grants the Third Party a non-exclusive, non-transferable, revocable license to use the provided APIs, SDKs, and related documentation solely for the purpose of integrating and operating Sticitt’s solution on the Third Party’s platform, subject to the terms of this Agreement.

Feedback and Improvements

Any feedback, suggestions, or improvements proposed by the Third Party concerning Sticitt’s solution shall be deemed the intellectual property of Sticitt, and the Third Party hereby assigns all rights, title, and interest in such feedback or suggestions to Sticitt.

Joint Development

If the Parties engage in any joint development related to the integration:

1. The ownership of any resulting intellectual property shall be determined by a separate written agreement between the Parties prior to commencing such joint development.
2. In the absence of such an agreement, any jointly developed intellectual property shall be owned by Sticitt.

Protection of Intellectual Property

Each Party agrees to:

1. Take reasonable steps to protect the other Party’s intellectual property from unauthorized use, access, or disclosure.
2. Notify the other Party promptly of any unauthorized use, infringement, or misappropriation of its intellectual property.

Restrictions on Use

The Third Party agrees not to:

1. Modify, reverse engineer, decompile, or disassemble Sticitt’s APIs, SDKs, or software, except as expressly permitted by law.
2. Use Sticitt’s intellectual property to develop a competing product or service.
3. Transfer or sublicense Sticitt’s intellectual property to any third party without prior written consent.

Termination and Post-Termination Obligations

Upon termination of this Agreement:

1. The Third Party shall immediately cease using Sticitt’s intellectual property.
2. Any copies of Sticitt’s intellectual property in the Third Party’s possession or control shall be returned or destroyed within 30 days, with written certification of compliance provided to Sticitt.

Survival

The provisions of this clause shall survive the termination or expiration of this Agreement.

Confidentiality

Definition of Confidential Information

“Confidential Information” includes any non-public, proprietary, or sensitive information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement, including business strategies, technical data, customer information, and any other materials marked or identified as confidential.

Obligations of the Receiving Party

The Receiving Party agrees to:

1. Use the Confidential Information solely for fulfilling obligations under this Agreement.
2. Safeguard the Confidential Information with reasonable care and restrict access to authorized personnel only.
3. Not disclose the Confidential Information to any third party without prior written consent, except as required by law, in which case the Receiving Party shall notify the Disclosing Party promptly.

Exceptions

Confidential Information does not include information that:

1. Becomes publicly available through no fault of the Receiving Party.
2. Is already lawfully known to the Receiving Party without obligation of confidentiality.
3. Is independently developed by the Receiving Party without use of the Disclosing Party’s information.
4. Is disclosed by a third party lawfully and without restriction.

Return or Destruction

Upon termination or written request, the Receiving Party shall return or destroy all Confidential Information and certify compliance to the Disclosing Party.

Duration

Confidentiality obligations survive the termination of this Agreement for two (2) years.

Limitation of Liability

Neither Party shall be liable for indirect, incidental, or consequential damages arising from the integration, except in cases of gross negligence or willful misconduct. For the avoidance of doubt, payment status information as provided through Sticitt’s respective APIs and/or Webhooks remains the single source of truth for whether or not a payment has successfully been completed. Sticitt will accept no liability for Third Party transactions where Sticitt’s APIs and/or Webhooks were not used as the final source of truth for confirming successful payment completion.

Compliance

The Third Party agrees to comply with all applicable regulations and industry security standards applicable to the Third Party’s business, including but not limited to GDPR and POPIA (where applicable), as necessary for the integration.

Scope of Support & Maintenance Services

Support Services

1. Technical Support: Assistance with issues or queries related to the payment infrastructure integration.
2. Issue Resolution: Investigation and resolution of bugs or malfunctions reported by the Third Party.

Maintenance Services

1. Updates and Upgrades: Delivery of enhancements or updates to ensure compatibility with the latest platform requirements.
2. Performance Monitoring: Periodic reviews to optimize the functionality of the integrated solution.

Exclusions

This Agreement does not cover:

1. Custom development or new feature requests.
2. Issues caused by modifications made by the Third Party without prior approval.

Service Levels (SLAs)

Priority Level: High

Description: Critical functionality failure

Initial Response Time: 8 business hours

Scoping & Agreement of Resolution Time: 16 business hours

Priority Level: Medium

Description: Non-critical but impactful

Initial Response Time: 16 business hours

Scoping & Agreement of Resolution Time: 32 business hours

Priority Level: Low

Description: Minor issues or general queries

Initial Response Time: 32 business hours

Scoping & Agreement of Resolution Time: 56 business hours

Dependent on the Third Party Responsibilities fulfilled below.

Support Hours

Support shall be available during Business Hours, e.g., 8:30 AM to 4:30 PM, Mon–Fri. Emergency support is available outside these hours for High-priority issues.

Fees and Payment Terms

Fees

Fees will be confirmed as part of the Scope of Work agreement between Sticitt and the Third Party.

Payment Terms

Invoices issued are payable, and any work as detailed in the applicable Scope of Work will only commence once 50% of the applicable fees have been successfully paid. The residual 50% will be payable upon final sign-off by the Third Party and Sticitt on project completion.

Termination

This Agreement will remain in full force for as long as Sticitt’s payment infrastructure forms part of the Third Party’s platform.

Governing Law and Dispute Resolution

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

Dispute Resolution

1. Amicable Resolution: The Parties shall first attempt to resolve any disputes arising out of or in connection with this Agreement through good faith negotiations.
2. Arbitration: If the dispute cannot be resolved amicably within 30 days, it shall be referred to and finally resolved by arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA).
   1. The arbitration shall be conducted in Cape Town, South Africa.
   2. The arbitration proceedings shall be conducted in English.
   3. The arbitral tribunal shall consist of one arbitrator appointed in accordance with AFSA rules.
3. Binding Decision: The decision of the arbitrator(s) shall be final and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction.
4. Costs: The costs of arbitration, including legal fees, shall be borne as determined by the arbitrator(s).

Injunctive Relief

Nothing in this clause prevents either Party from seeking urgent interim relief in a court of competent jurisdiction in South Africa to prevent irreparable harm pending the resolution of the dispute through arbitration.

Miscellaneous

1. Entire Agreement: This Agreement constitutes the entire understanding between the Parties.
2. Amendments: Any modifications must be agreed upon in writing by both Parties.

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