Corporate internet banking services agreement Parties:

1.     Introduction

This Agreement sets out the terms of the Service, offered by Us to You.

2.     Definitions and interpretation

2.1.   In this Agreement, unless the context requires otherwise:

1.        Account means any bank account You hold with Us;

2.        Administrator means any person You designate by resolution in writing as having the authority to act on Your behalf in respect of Your Accounts;

3.        Affected Instruction means an Instruction We think is unclear, conflicting, incorrect, incomplete, unauthorised or would breach any applicable law, order or sanction of any Authority;

4.        Affiliate means, in relation to a company:

a)           Any of its Subsidiaries

b)           any of its Holding Companies; or

c)           any other Subsidiary of any such Holding Company,

5.        Agreement means this corporate internet banking services agreement;

6.        Application Form means an application form We provide or make accessible to You in which You apply to Us for any Service (including a supplemental application form);

7.        Authority means any government, quasi-government, administrative, regulatory or supervisory body or authority, court or tribunal with jurisdiction over Us;

8.        Access Bank  BOTSWANA means Access Bank of;

9.        Access Bank Corporate Online Banking means Our internet-based Channel;

10.      Business Day means any day other than a Saturday, Sunday or official public holiday in the Territory;

11.      Channel means any system, medium or channel (including internet, telephone, SWIFT Message, Mobile Device, fax and email) which enables You to access and use the Service;

12.      Client ID means the unique identification (in the form of or a combination of a password, PIN, personal identification or an Electronic Key) assigned to or selected by You;

13.      Client Profile means a form setting out the set-up options You require for the Service;

14.      Client Systems means any communication line, modem connection or other facilities, software, hardware, Mobile Devices or equipment provided and used by You to transmit or receive any information;

15.      Digital Certificate means an electronic device used to verify identity or protect electronic messages;

16.      Electronic Key means a smart card, security token, electronic key or other similar authentication or verification device in any form;

17.      Holding Company means in relation to a company any other company of which it is a Subsidiary (ignoring for these purposes the effect of any security over the shares of any such other company);

18.      Insolvency Proceedings means any corporate action, legal proceedings or other step in relation to:

a)           suspension of payments, moratorium of indebtedness, bankruptcy, winding up, dissolution, administration and reorganisation (other than a solvent liquidation or reorganisation) or composition or arrangement with creditors;

b)           The appointment of a liquidator (other than in respect of a solvent liquidation), receiver, administrator or similar officer in respect of You or any of Your assets;

c)           Expropriation, attachment, sequestration, distress or execution affecting any of Your assets or the enforcement of any security over Your assets; or

d)           Any analogous procedure or step in any jurisdiction;

19.      Instruction means any directive given by You to Us in relation to any Account, Transaction or Service which

a)           contains information We require to carry out an instruction;

b)           We receive via any Channel as agreed by Us; and

c)           We believe in good faith has been given by an Administrator or a Nominated Representative and is transmitted with such testing or authentication as We may specify; and
Instruct has the corresponding meaning;

20.      Intellectual Property Rights means any rights in tangible and intangible intellectual and industrial property existing anywhere including any invention, patent, design or utility model rights, logo, copyright, trade mark, service mark, database right, topography right, commercial or confidential information, know how or trade secret and any other rights of a similar nature or effect whether or not registered and the right to apply for them;

21.      Losses means any losses, damages, demands, claims, liabilities, costs (including legal costs) and expenses of any kind (including any direct, indirect or consequential losses, loss of profit, loss of goodwill and loss of reputation) whether or not they were foreseeable or likely to occur;

22.      Malware means any malicious or destructive software which may be hostile, intrusive or disruptive, including viruses, worms, trojans, backdoors, spyware or keyloggers;

23.      Mobile Device means any mobile communication device which a User or Administrator designates for accessing the Service;

24.      Nominated Representative means any person You designate by resolution in writing as having the authority to give us Instructions on Your behalf in respect of Your Accounts;

25.      Notify means Our disclosure to You of information by any of the following means:

a)           verbal;

b)           in writing by post, fax or email; and

c)           posting on Our Website, and Notified, Notifying and Notification have corresponding meanings;

26.      Parties means You and Us and Party means, as the context requires, any one of them; 

27.      Personal Information includes Your name, address, taxpayer identification number, other form of identification and that of Your direct or indirect beneficial owners, beneficiaries, controlling persons or their respective Relevant Data Subjects;

28.      PIN means a secret number code unique to a User or a particular Electronic Key;

29.      Relevant Data Subject means any person:

a)           named in or who executes an Application Form or the Client Profile;

b)           who is Your director or officer;

c)           who is Your Nominated Representative;

d)           who is Your Administrator; or

e)           specified by Us as such;

30.      Report means, in relation to any Account, Transaction or Service, any data, report, statement or information requested by You;

31.      Resolution means Your corporate authorisation setting out the Administrators' and Nominated Representative’s authority to act on Your behalf;

32.      Restricted Party means a person with who is prohibited or restricted by law from Transacting;

33.      Sanctions means the economic sanctions laws, regulations, embargoes or restrictive measures imposed by the governments of the United States of America, the European Union or any of its member states;

34.      Security Procedures means any instructions, recommendations, measures and procedures concerning security or authentication issued or made available to You;

35.      Service refers to any banking facilities, Channel(s) functions and product and financial services We provide to You (whether or not related to an Account) including any ancillary activities, Transactions or services in connection with the foregoing;

36.      Signature Date means the date of the last signature to this Agreement;

37.      Software means any software that We or Our supplier has supplied to You;

38.      Software Licence means any licence granted to Us or You in connection with the Software;

39.      Subsidiary means any company directly or indirectly controlled by another person, for which purpose control means either ownership of more than 50% of the voting share capital (or equivalent right of ownership) of such company (ignoring for these purposes the effect of any security over the shares of any such company), or power to direct its policies and management, whether by contract or otherwise; 

40.      SWIFT Message means electronic communications (which may contain Instructions) sent using the messaging services provided by the Society for Worldwide Interbank Financial Telecommunication SCRL;

41.      System Materials means all User Guides, Software, hardware, Electronic Keys, card readers, Digital Certificates and all other equipment, materials or documentation on any media made available to You;

42.      Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any associated penalty or interest payable), whether required by law or pursuant to an agreement between Us and any Authority;

43.      Territory means the country or territory in which We operate and provide Services to You as identified in the relevant Application Form;

44.      Transaction means any transaction:

a.     made between the Parties;

b.     effected by Us on Your Instruction; or

c.     made between You and any other party and Transacting has the corresponding meaning;

45.      Transaction Terms means the terms which govern each Transaction;

46.      User means anyone You authorise to use any Service on Your behalf;

47.      User Guides means the operating and procedural guides, manuals or technical specifications provided to You in connection with an Account or the Service;

48.      User ID means the unique means of identification (in the form or a combination of a password, PIN, personal identification or an Electronic Key) assigned to or selected by a User;

49.      Website means the internet platform or website through which the Service is made available to You;

50.      We, Our and Us means Access Bank; and

51.      You, Your and Yours mean the person identified in the relevant Application Form as the client receiving the relevant Service(s) in the relevant Territory.

2.2.   Any reference in this Agreement to:

1.        a clause is, subject to any contrary indication, a reference to a clause of this Agreement;

2.        law means any law including common law, statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order or any other measure of any government, local government, statutory or regulatory body or court having the force of law; and

3.        person means any natural or juristic person, firm, company, corporation, government, state, agency or organ of a state, association, trust or partnership (whether or not having separate legal personality).

2.3.   Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

2.4.   The headings do not govern or affect the interpretation of this Agreement.

2.5.   If any provision in a definition confers rights, or imposes obligations on any Party, effect is given to it as a substantive provision of this Agreement.

2.6.   Unless the context indicates otherwise an expression which denotes any gender includes both the others; reference to a natural person includes a juristic person; the singular includes the plural, and the plural includes the singular.

2.7.   Any number of days prescribed in this Agreement excludes the first day and includes the last day; and any relevant action or notice may be validly done or given on the last day.

2.8.   Unless the context indicates otherwise if the day for payment of any amount or performance of any obligation falls on a day which is not a Business Day, that day will be the next Business Day.

2.9.   The words “including” and “in particular” are without limitation.

2.10.Any reference to legislation is to that legislation as at the Signature Date, as amended or replaced from time to time.

2.11.Any reference to a document or instrument includes the document or instrument as ceded, delegated, novated, altered, supplemented or replaced from time to time.

2.12.A reference to a Party includes that Party’s successors-in-title and permitted assigns.

2.13.A time of day is a reference to Botswana time.

2.14.The rule of interpretation that, in the event of ambiguity, the contract must be interpreted against the party responsible for the drafting of the contract does not apply.

2.15.The termination of this Agreement does not affect those of its provisions which expressly provide that they will operate after termination, or which must continue to have effect after termination, or which must by implication continue to have effect after termination.

3.     Your Obligations

3.1.   You undertake to:

1.        provide us with a completed Application Form, which consists of a:

a)           completed Client Profile;

b)           completed user profile;

c)           notification for processed transactions;

d)           signed Resolution; and

e)           completed Administrator Nominated Representative form.

2.        follow all applicable laws;

3.        follow all User Guides and Our instructions relating to any Service and any Security Procedures;

4.        provide Us with accurate and up to date information and documents We may reasonably request (including Personal Information which We are required to provide to any Authority) and notify Us immediately of any changes to such information and/or documents;

5.        obtain and provide us with the consent of Relevant Data Subjects to enable Us to collect, hold, store, use, process, transfer, disclose and report (directly or indirectly) to any Authority any Personal Information in accordance with this Agreement or as We may Notify You;

6.        ensure that neither You nor any of Your Affiliates or persons associated directly or indirectly to You or any of Your Affiliates is a Restricted Party or has received notice of or is aware of any action, investigation or similar action against it with regard to any Sanctions and that no Service or Transaction (nor proceeds of the same) has or will be utilised either directly or indirectly for the benefit of any Restricted Party or in any manner that would result in You or any of Your Affiliates or Our Affiliates or any agents thereof being in breach of any Sanctions or becoming a Restricted Party;

7.        keep the Systems Materials, the Client Systems, Client ID and User ID and all information relating to the Service secure and confidential so that only Your Users and Administrators have access to them;

8.        notify Us immediately if any System Materials, Client ID or User ID are lost, damaged, misused or used by any unauthorised person and inform Us immediately of any failure to comply with Security Procedures or any suspected problems with any Channel and help Us with Our reasonable requests to enable Us to fix any problems;

9.        take all reasonable measures to detect and prevent unauthorised access to the Service and implement and maintain appropriate and robust processes and controls that detect, prevent, remove and remedy threats to the introduction of any Malware into Client Systems, System Materials or Channels;

10.      ensure Users and Administrators do not share or disclose their relevant User ID or access the Service from a public internet access device or personal shared computer which You cannot ensure is secure;

11.      ensure You have the necessary hardware, software and systems for using or accessing any Channels; and

12.      comply with the terms governing any Channels, Service or System Materials not controlled by Us.

3.2.   You confirm that:

1.        any User identified in the Application Form is authorised to use the Service and act on Your behalf;

2.        You will notify Us immediately if this position changes and it is Your sole responsibility to do so; and

3.        should a User or an Administrator suspect that their User ID has been disclosed, they will immediately change such User ID to prevent its unauthorised use.

3.3.   You are responsible for any Electronic Key, Client ID, User ID, Digital Certificate or Mobile Device We provide to You or which You use to access the Service or to communicate with Us electronically or to give Us Instructions.

3.4.   You shall be responsible for all Transactions that are automatically processed while We are complying with Your request to turn off Your Electronic Key, Client ID, User ID, Digital Certificate.

4.     Our Obligations

4.1.   In providing the Service, We will:

1.        use reasonable care and skill;

2.        provide You with access to a revocable, royalty-free, non¬exclusive, non-transferable Software Licence, if required for the Service;

3.        use reasonable endeavours to re-establish any selected Channel under Our control which is interfered with or becomes unavailable or provide You with alternative facilities as soon as reasonably possible;

4.        take all reasonable measures to prevent unauthorised access to any Channel We control except for the matters referred to in “Your Obligations”;

5.        send You Reports You select in the Client Profile. For any Service not listed in the applicable Application Form, Reports will be governed by their Transaction Terms;

6.        accept anyone who uses Your Electronic Keys, Client IDs, User IDs or Digital Certificates as being authorised by You to do so, without further enquiry; and

7.        not be responsible for providing You with independent legal, tax, accounting, security and other advice in relation to any Account, Service, Transaction or agreement with Us and We do not owe You any advisory, fiduciary or similar duties.

5.     Instructions

5.1.   Instructions:
You authorise Us to process Your Instructions. You also authorise Us, any of Our Affiliates or any third party who receive Your Instructions to act on them as if You had sent the Instructions directly to them.

5.2.   Incomplete and inconsistent Instructions: 
We may act on incomplete or inconsistent Instructions if We reasonably believe We can correct or clarify such Instruction without referring to You.

5.3.   Replacing a Resolution: 
We need three Business Days from Our receipt of Your new Resolution to update Our records. We will continue to rely on the existing Resolution until then.

5.4.   Refusing to act- We may not process Your Instruction if:

1.        We consider it an Affected Instruction;

2.        the Security Procedures appear to have been breached; or

3.        We have a valid reason for doing so.

5.5.   Notice: 
If We cannot process Your Instruction, We will Notify You as soon as reasonably possible.

5.6.   Stopping a Transaction: 
We will attempt to stop or cancel a Transaction when You direct Us to, however We will not be responsible for any Losses if We are unable to stop or cancel a Transaction.

5.7.   Verbal or electronic Instructions and communications:

1.        We can act on Your Instructions or communications received verbally or through any Channel. In addition to Your Instruction, We may require Your confirmation prior to acting on such Instructions.

2.        You bear any risks associated with sending Your Instructions or communications verbally or through any Channel. We will not be liable for any associated Losses.

5.8.   Recording of telephone conversations: 
Subject to any applicable law, We may record Our telephone conversations with You and use the recorded conversations or transcripts in any dispute in connection with this Agreement.

6.     Digital Signatures and Electronic Contracts

6.1.   Digital signature: 
Instructions and communications digitally signed and supported by a Digital Certificate or Electronic Key will have the same legal effect, validity and enforcement as if signed in writing.

6.2.   Electronic contracts: 
You confirm that You are satisfied that any electronically executed contracts are enforceable.

6.3.   Use of Mobile Devices:

1.        Our Services allow Your Users and/or Administrators to view Reports and/or authorise Instructions on Access Bank Corporate Online Banking via a Mobile Device.

2.        When authorising Transactions via a Mobile Device, Your Administrator may not be able to view the full details of the underlying Transaction at the time of authorisation. You bear any risks arising from any Instructions authorised through a Mobile Device (including the risk of fraud).

6.4.   Websites:

1.        For more efficient access to Our internet-based systems, We may put "cookies" temporarily on Your computer. You may disable the cookies, but in doing so, You may not be able to access all of Our Services.

2.        Some links on Our Website may lead to websites not under Our control. We are not responsible for such websites or for their content or any Losses that may result in relation thereto.

3.        For hyperlinks to Our other Websites, the terms of such other Websites apply. If there are no terms, this Agreement applies.

7.     Administrator and Nominated Representative

7.1.   Acts of an Administrator:

1.        Unless You advise Us otherwise in writing (and We acknowledged such advice):

a)           an Administrator shall have the authority to give Instructions and perform certain designated acts on Your behalf including and

b)           a Nominated Representative shall have the authority to give Instructions on Your behalf. You are bound by the actions of Your Administrator and Your Nominated Representative.

7.2.   Termination of Your Administrator's and Nominated Representative’s authority:
You may terminate an Administrator's and Nominated Representative’s authority by notifying Us in writing.

8.     Costs

8.1.   Costs and expenses: 
You must pay Us without set-off, deduction or counterclaim:

1.        any fees or amounts due or payable under this Agreement, for access to the Service, for any Transaction or as Notified by Us; and

2.        any expenses or Losses We incur in connection with this Agreement or for any Transaction.

8.2.   Corrections:
We may cancel, reverse or debit any payment We make under this Agreement or for any Transaction (including any interest paid):

1.        to correct a mistake;

2.        where We have not received cleared and unconditional funds in full or promptly;

3.        where We are required to return the funds to the relevant payer or drawer; or

4.        where We have a valid reason for doing so.

8.3.   Debiting Your Accounts: 
We may:

1.        debit any amount due or payable under this Agreement or for any Transaction from any of Your Accounts with Us at any time; and

2.        charge interest on any amount due under this Agreement or for any Transaction at a rate We may reasonably decide from the due date to Your actual payment date.

9.     Arrangements with Financial Institutions 
We may enter into fee and information sharing arrangements with a financial institution or any of our Affiliates. We may disclose information relating to You to such Affiliates. If You ask, We will give You details of such arrangements.

10.  Indemnity and Limitation of Liability

10.1.Our general exclusion of liability:

1.        We are not liable for any Losses that You suffer or incur in connection with any:

a)           Service, Channel, System Materials or Transaction;

b)           act or omission on Our part; or

c)           Force Majeure event, whether the Losses arises out of breach of contract, a tort, under statute or otherwise.

2.        We remain liable for Your direct loss caused by any fraud, gross negligence or wilful misconduct on Our part but exclude any liability for indirect or consequential losses or loss of profit whether or not they were foreseeable or likely to occur.

10.2.Your indemnity: You indemnify Us on demand against any Loss arising from or incurred by Us in connection with:

1.        Us providing any Service to You;

2.        You or Your Administrator or Your Nominated Representative not complying with any obligation under this Agreement;

3.        Us acting or declining to act on Your Instructions;

4.        Us making currency conversions in accordance with this Agreement; and

5.        any Tax payable by Us or calculated by reference to any amount paid or payable by or to You under this Agreement (excluding any Tax payable by Us with regard to Our net income received or receivable by Us).

10.3.This indemnity is independent of Your other obligations under this Agreement and continues after this Agreement is terminated.

10.4.Other limitations of liability: Any other limitation of liability contained in any other agreement with Us is in addition to and does not limit this clause.

10.5.Documents for transmission to third parties: You are responsible for any document or data You provide Us for transmission to third parties and We are not responsible for and have no duty to review such documents before transmission.

10.6.Notification to Us: You must notify Us in writing within 30 days of becoming aware of the material facts of any claim You may have against Us, failing which, You waive all Your rights to make any claim against Us.

11.  Disclosure of Information

11.1.We will keep information, including Personal Information, provided by You to Us or relating to You confidential except that We may disclose such information to:

1.        any Our Affiliates;

2.        any of Our or Our Affiliate's service providers, insurers or insurance brokers or professional advisors who are under a duty of confidentiality to the discloser;

3.        any actual or potential participant, sub-participant or transferee of Our rights or obligations under any Transaction between Us (or any of its agents or professional advisors); or

4.        any rating agency or direct or indirect provider of credit protection.

11.2.We, any of Our Affiliates or third party referred to above may transfer and disclose any such information as may be required by law or by any Authority or by an agreement between Us and any Authority.

12.  Dealings

12.1.No dealings by You: 
You may not assign, novate, transfer or otherwise deal with Your rights or obligations under this Agreement without Our consent.

12.2.Dealings by Us: 
We may assign, novate, transfer or otherwise deal with all or any of Our rights and/or obligations under this Agreement without Your consent. You must comply with Our reasonable requests to give effect to the same including giving Your consents (where necessary) and signing documents.

13.  Set-Off
We may set-off any amount You owe Us or any of Our Affiliates (whether or not due for payment) against any amount We owe You under this Agreement or any amount in any Account You hold with Us. You authorise Us to do all that is necessary in order to effect such set-off under this clause (including varying the date for payment of any amount owed by Us to You and making currency exchanges).

14.  Currency Conversion
We may make currency conversions in respect of any amount received by Us from You or due to You from Us or arising from Your Instructions using Our applicable prevailing exchange rate. You must pay Our usual charges for such conversion.

15.  Taxes

15.1.If You are required to deduct any Tax from a payment to Us, You must increase the amount payable so that We receive the amount We would have received if no deduction had been required.

15.2.If We are required to deduct any Tax from a payment to You, We do not have to increase the amount payable so that You receive the amount You would have received if no deduction had been required.

15.3.Each Party agrees to deduct the amount for the Tax, pay the Tax to the relevant Authority in accordance with applicable law or agreement and give the original receipts to the other Party (where necessary).

16.  Termination and Suspension

16.1.Termination by You: 
You may terminate the whole or any part of the Service, or this Agreement, by giving Us 30 days prior written notice.

16.2.Termination by Us: 
We may terminate the whole or any part of a Transaction, Service or this Agreement, immediately without prior notice:

1.        if You breach any term of this Agreement or any other agreement between Us;

2.        if You are the subject of any Insolvency Proceedings in relation to all or any part of Your business or assets;

3.        if it is or is likely to become unlawful for either You or Us to perform our respective obligations under this Agreement;

4.        if complying with this Agreement may cause Us to breach a regulatory requirement or any agreement between Us and any Authority or Our policy associated to any applicable law or order or sanction of any Authority; or

5.        upon the occurrence of any circumstance affecting You or the Service which We reasonably consider exceptional.

16.3.Our suspension: 
We may suspend a Transaction or the Service at any time. If We do, We will Notify You as soon as reasonably possible.

16.4.Your request for suspension: 
We will suspend the whole or any part of a Transaction or the Service on Your request in writing.

16.5.Instructions prior to termination or suspension: 
Any Instruction given or any Transaction made prior to or at the time of termination or suspension will not affect a person's accrued rights and liabilities unless otherwise agreed.

16.6.Surviving provisions: 
The provisions relating to corrections, indemnities, limitation of liability, disclosure of information, set-off, currency conversions, taxes, return or destruction of materials, governing law and jurisdiction and the provisions under the heading, "General" survive termination of this Agreement.

16.7.Force Majeure: 
We may suspend providing any Service until a Force Majeure event has ceased.

16.8.Return or destruction of materials: Upon termination of this Agreement or closure of an Account, You must:

1.        return any materials relating to the Service We gave You; and

2.        promptly follow Our reasonable instructions in connection with terminating the Service or closing the Account and certify to Us in writing that it has been done and sign and return any document We may reasonably request.

17.  Force majeure

17.1.To the extent that it becomes impossible for a Party to perform any obligation (other than a payment obligation) in terms of this Agreement because of an event or circumstance that was neither foreseen nor reasonably foreseeable when this Agreement was entered into or which, if the event could have been foreseen at that time, cannot be guarded against or avoided by reasonable care or the reasonable acts of that Party, that Party may:

1.        notify the other Party within five Business Days of the nature, extent, effect and likely duration of the event or circumstance; and keep the other Party updated as may be reasonably required by the other Party;

2.        take all commercially reasonable action to remedy or minimise the consequences (and report to the other Party); and

3.        immediately resume performance of its obligations under this Agreement and notify the other Party when performance of the obligation again becomes possible.

17.2.Performance of any such obligation is suspended for as long as the event or circumstance continues to make the performance impossible.

17.3.If the event or circumstance continues for a period exceeding 20 Business Days either Party may cancel this Agreement on written notice to the other Party provided that the obligation which the affected Party is unable to perform is a material obligation under this Agreement.

18.  Breach

18.1.Should either Party (Defaulting Party) breach any of the provisions of this Agreement, then the other Party (Aggrieved Party) may give the Defaulting Party Seven days written notice or such longer period of time as the Aggrieved Party may specify in the notice, to remedy the breach. If the Defaulting Party fails to comply with the notice, the Aggrieved Party may

1.        claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations that are due for performance; or

2.        cancel this Agreement upon written notice to the Defaulting Party where the breach constitutes a material breach, in either event without prejudice to the Aggrieved Party’s right to claim damages or to exercise any other rights that the Aggrieved Party may have under this Agreement or in law.

18.2.Any cancellation of this Agreement by the Aggrieved Party is effective on receipt of a notice of cancellation by the Defaulting Party (in the case of an irreversible material breach) or the date of the breach (in circumstances mentioned in clauses 18.1(2)).

18.3.Any cancellation is without prejudice to any claim that either Party may have in respect of any breach of the terms and conditions of this Agreement by the other Party arising prior to the date of cancellation.

19.  General

19.1.This Agreement is the whole agreement between the Parties in regard to its subject matter.

19.2.No addition to or variation or consensual cancellation of this Agreement, including this clause, has effect unless in writing and signed by the Parties.

19.3.No indulgence by a Party to another Party, or failure strictly to enforce the terms of this Agreement, will be interpreted as a waiver or be capable of founding an estoppel.

19.4.The Parties undertake to do everything reasonable in their power necessary for or incidental to the effectiveness and performance of this Agreement.

19.5.Any illegal or unenforceable provision of this Agreement may be severed and the remaining provisions of this Agreement continue in force.

19.6.Our agents: We may employ independent contractors and agents (including correspondents) to perform any of Our obligations in terms of this Agreement.

19.7.Intellectual Property Rights: All Intellectual Property Rights in the System Materials or any Website remain vested in Us or any licensor or other person We have contracted with. You must not change, decompile, reverse engineer or make copies or derivative works of any Software or interfere with any Systems Materials or information stored on it or transfer, share or sub-license the Software or any System Materials or copy them without Our prior written consent.

19.8.No breach: Nothing in this Agreement obliges Us to do or omit to do anything if it would or might in Our reasonable opinion constitute a breach of Our policy or any applicable law or order or sanction of any Authority.

19.9.Exclusions: Except as expressly set out in this Agreement, the Services and the System Materials are provided on an "as is" and "as available" basis and all terms, conditions and warranties express or implied by law relating to the Services or the System Materials including but not limited to quality, availability, security and fitness for purpose are excluded to the extent permitted by applicable law.

19.10.Business Day: 
We will only act on any Instruction or perform any Service on a Business Day in the Territory.

19.11.Records and certificates and other information being conclusive: 
All Our records of Your Instructions or reports, certificates and other information We provide You are based on Our records and are conclusive in the absence of manifest error. Any rate, price or an amount owing to or by You as Notified by Us is conclusive in the absence of manifest error.

19.12.Third party rights: 
Unless stated otherwise in this Agreement:

1.        a person not a party to this Agreement has no right to enjoy or enforce any benefit under it; and

2.        the consent of any person not a party to this Agreement is not required to amend this Agreement.

20.  Notices and addresses

20.1.Notices 
Any notice, consent, approval or other communication in connection with this Agreement (Notice) will be in writing in English.

21.  Applicable law
This Agreement is governed by the laws of Botswana.

22.  Jurisdiction
The Parties unconditionally consent and submit to the non-exclusive jurisdiction of the [insert] in regard to all matters arising from this Agreement.

23.  Counterparts
This Agreement may be executed in counterparts, each of which will be an original and which together constitute the same agreement.