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ALTRON TMT (PTY) LTD
ALTRON AI Factory - Terms and Conditions
Last updated: 6 October 2025
Welcome to the Altron AI Factory ("AI Factory"). Before you go any further, you must read and accept these Consumer Terms and Conditions ("Terms") for accessing and using the AI Factory, which are contained in this document.
1. ABOUT THE AI FACTORY
1.1. The AI Factory is a sovereign, enterprise-grade AI Factory that connects AI Producers with AI Consumers enabling the development, hosting, and consumption of cutting-edge AI models within a secure, local ecosystem. It is designed to provide affordable access to high-performance infrastructure and services for producing and consuming AI in South Africa.
1.2. These Terms apply when the Consumer accesses the AI Factory for the first time and each time thereafter. They are a binding legal agreement between us and the Consumer.
1.3. These Terms may be updated from time to time and the most recent version of the Terms will apply to the Consumer each time the Consumer accesses the AI Factory. The Consumer agrees to read these Terms each time the Consumer accesses the AI Factory. By accessing the AI Factory, the Consumer agrees to be bound by these Terms.
1.4. These Terms govern access to and use of the AI Factory, made available by us to the Consumers and end users.
1.5. These Terms apply to:
1.5.1. entities that subscribe to the AI Factory and are responsible for payment, administration, and compliance with these Terms on behalf of their Authorised Users and end users ("Consumers");
1.5.2. third-party service providers – external entities or individuals, who integrate with the AI Factory to provide or Services to Consumers ("Producers");
1.5.3. end users ("end users"); and
1.5.4. authorised users – individuals accessing or using the AI Factory, whether as employees or representatives of a Consumer or as independent users interacting with the AI Factory ("Authorised Users").
1.6. Binding Nature of Terms
1.6.1. Consumers agree to these Terms upon subscription to the AI Factory and are responsible for ensuring that their personnel and affiliates comply with them.
1.6.2. Integrated Users accept these Terms when accessing or integrating with the AI Factory.
1.6.3. End users agree to these Terms when they register, log in, or otherwise use the AI Factory.
1.7. For purposes of these Terms:
1.7.1. references to "User", "you" or "your" shall mean the Consumer, the Integrated User and the End User, where relevant; and
1.7.2. access to and use of the AI Factory constitutes acceptance of these Terms by the User.
2. GLOSSARY
2.1 For the purposes of these Terms, the following words and expressions shall bear the meanings given to them and cognate words and expressions shall bear corresponding meanings as follows:
2.1.1. "AI Content" means the data, software or functionality of the AI Solution made available to users of the AI Factory, including related APIs;
2.1.2. "AI Factory" means the platform provided and operated by Altron that is a marketplace or other aggregator or public repository of AI Solutions which Consumers can purchase, access and use various AI Solutions;
2.1.3. "AI Model" means any artificial intelligence model or algorithm developed, controlled or operated by Altron, you, or a Third Party Solution Provider that is has been made available on Consumers on the AI Factory;
2.1.4. "AI Solution" means an AI Model and AI Content that is made available through AI Factory;
2.1.5. "Altron", "us", "our" or "we" means Altron TMT Proprietary Limited, with registration number: 1984/003805/07 and with business address at Altron Office Park, Woodlands Office Park, 20 Woodlands Drive, Woodmead, 2195;
2.1.6. "Documentation" means any information provided or made available by a Producer from time to time on or through the AI Factory, concerning the use of, or for use in connection with an AI Solution, including the Solution Terms and information listed on the AI Factory describing an AI Solution;
2.1.7. "Authorised Users" has the meaning ascribed to it in clause 1.5.4;
2.1.8. "Business Day" means any day other than a Saturday, Sunday or official public holiday in South Africa;
2.1.9. "Business Hours" means the period between 8am and 5pm on any Business Day;
2.1.10. "Consumer" means any person or entity that has entered into this Agreement with us for access to and use of the AI Factory. Where applicable, "Consumer" also includes its authorised representatives and signatories who enter into this Agreement on its behalf;
2.1.11."Consumer Data" means all data, records, reports, communications, images, sounds, patient information, operational data, and any other material or information that the Consumer or its Authorised Users submit, transmit, publish, store, or process on when using or accessing an AI Solution on the AI Factory;
2.1.12. "Consumer Signatory" means the individual who has been duly authorised by the Consumer to execute these Terms on behalf of the Consumer;
2.1.13. "Confidential Information" means proprietary information that is by its nature regarded in law as confidential and is designated as confidential; agreed in writing by you and us to be confidential; and/or you or we know (or should know) is confidential. It does not include information that is or becomes public knowledge, other than by breach of the Terms or any other confidentiality obligation;
2.1.14. "Consequential Loss" means special or indirect loss including loss of income or revenue; loss of opportunity or goodwill; loss of profits; loss of anticipated savings or business; loss of value of any equipment; punitive damages; and indirect damages
2.1.15. "CPI" means the weighted average of the consumer price index, a current indicator constructed to measure inflation as published by Statistics South Africa
2.1.16. "Data Protection and Security Laws" means all Laws in any jurisdiction relating to: (a) the Processing of Personal Information and protection of privacy that are applicable to the transmission, storage or any other Processing of Personal Information in the context of the Services; and/or (b) the security, integrity and availability of the AI Factory or Services;
2.1.17. "Data Subject" means any natural or juristic person to whom the specific Personal Information relates, and for the purposes of these Terms, is a person whose Personal Information is processed as a result of the AI Factory and Services being provided by Altron to the Consumer;
2.1.18. "Downtime" means the total minutes in the relevant month during which the AI Factory is not available;
2.1.19. "Fee" means the charges payable by the Consumer for access and use of the AI Factory, as set out in our invoices sent to the Consumer;
2.1.20. "Intellectual Property Rights" means works of copyright, trade marks (statutory and common law), patentable inventions, patents, protectable design subject matter, designs and domain names including applications, registrations and unregistered forms of any of these, all other intellectual property rights (registered or unregistered) and the right to apply for all or any of these;
2.1.21. "Licence Allocation" means the permitted scope of the licence to use the AI Factory as granted by Altron to the Consumer, the details of which are set out in the relevant Subscription Order;
2.1.22. "Parties" means Consumer and Altron as applicable;
2.1.23. "Prime Rate" means the publicly-quoted prime overdraft rate charged by Standard Bank Limited 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);
2.1.24. "Operator" means the entity which processes Personal Information on behalf of the Responsible Party, and for purposes of the Terms means Altron;
2.1.25. "Personal Information" means information relating to the Data Subject; Consumer Data may include personal information;
2.1.26. "Processing" means has the meaning set out in applicable Data Protection and Security Laws and includes any operation on Personal Information, whether automated or not, such as collection, storage, adaptation, alteration, retrieval, consultation, use, transmission, restriction, and erasure;
2.1.27. "Responsible Party" means the entity which determines the purposes and means of the Processing of Personal Information, and for purposes of this attachment means the Consumer;
2.1.28. "Security Compromise" means an incident where there has been, or there are reasonable grounds to believe that, Personal Information has been accessed or acquired by an unauthorised person, while such Personal Information is being processed by the Operator as part of the Services;
2.1.29. "Services" means notwithstanding the meaning of such term given in clause 2 of the Terms, means performance of Altron’s obligations that require Processing of Personal Information under the Terms;
2.1.30. "Subscription Order" means an order placed by the Consumer with us to access and use the AI Factory;
2.1.31. "Taxes" means any and all sales tax, use tax, value added tax, or tax of a similar nature imposed in any jurisdiction;
2.1.32. "Terms" or "Agreement" means these Consumer Terms and Conditions applicable to the Consumer’s access and use of the AI Factory, inclusive of any active Subscription Orders; and
2.1.33. "Third Party Solution" means an AI Solution or API that been made available on Consumers on the AI Factory.
3. BACKGROUND
3.1. The Consumer wishes to access and use the AI Factory.
3.2. The AI Factory is owned by, or otherwise licensed to, Altron, and we are authorised to grant the Consumer access to the AI Factory, and to render certain other services required by the Consumer in accordance with these Terms.
3.3. The Parties accordingly wish to enter into these Terms.
3.4. Subject to and conditioned on your compliance with all terms and conditions set forth in these Terms, including the payment of Fees due, we will provide the Services to you. You acknowledge and agree that you may access and use the AI Factory for the sole purpose of browsing and using the AI Solutions and APIs in accordance with these Terms.
3.5. Our Agreement begins when you accept it by clicking “I Agree” (or similar) and continues until terminated in accordance with these Terms.
4. CONSUMER AND AUTHORISED USERS
4.1. Consumer signatory
4.1.1. The Consumer signatory must read and accept these Terms on behalf of the Consumer. By accepting these Terms, the Consumer signatory binds the Consumer as a customer of the AI Factory. By clicking "I Agree" or "Accept" or such other similar buttons, the Consumer signatory confirms and warrants that they have the authority to enter into and bind the Consumer to these Terms with Altron and to act on behalf of the Consumer in all matters relating to these Terms.
4.1.2. The Consumer signatory will have the authority to manage and oversee the Consumer’s account on the AI Factory. The Consumer signatory has administrator’s rights (also known as "admin rights") and uses a unique username and password in order to manage the Consumer’s account on the AI Factory.
4.2. The Consumer signatory shall be responsible for ensuring that Authorised Users and End Users comply with these Terms.
4.3. By accessing and using the AI Factory, the Consumer signatory confirms and warrants that they have the authority to act on behalf of the Consumer concerning the administration of the Consumer’s account on the AI Factory.
4.4. Authorised Users
4.1.1. Authorised Users are required to comply with these Terms and any directions, policies or procedures established by the Consumer.
4.1.2. The Consumer is solely responsible for managing the onboarding, offboarding, and deactivation of Authorised Users on the AI Factory. This includes promptly deactivating any Authorised Users accounts of individuals who are no longer authorised to access the AI Factory or who have left the Consumer’s organisation (for example, staff who have resigned). The Consumer must inform us immediately upon an Authorised User’s departure or when an Authorised User's access to the account is deactivated. The Consumer remains solely responsible for deactivation of Authorised User accounts. Failure to promptly notify us or to deactivate such Authorised Users is the sole responsibility of the Consumer.
4.1.3. The Consumer agrees to fully indemnify, defend, and hold us harmless arising out of or related to: (a) the Consumer’s failure to offboard or deactivate Authorised Users in a timely manner; (b) any unauthorised access, use, or misuse of the AI Factory by Authorised Users who should have been deactivated; and (c) any breach of the Consumer's obligations under this clause.
4.5. The Consumer acknowledges and agrees that it is fully responsible for all actions and omissions of Authorised Users on the AI Factory. Any act or omission by an Authorised Users shall be deemed an act or omission of the Consumer. We will be entitled to assume, unless expressly notified to the contrary, that the actions of the Authorised Users are performed in accordance with the authority granted to them by the Consumer.
4.6. We will not be obliged to check the integrity of any action, or authenticity of any use of the AI Factory and we are entitled to assume that all instructions, interactions and usage of the AI Factory complies with the Consumer’s requirements until we are expressly advised otherwise in writing to the following address aifactory.support@altron.com. We will process any changes within a reasonable time period.
5. AI FACTORY
5.1. Provision of the AI Factory
5.1.1. We will make the AI Factory available to you and your Authorised Users for your internal business purposes only in accordance with these Terms and any Documentation we provide to you.
5.1.2. We reserve the right to implement any security measures without notice to you that may be necessary for purposes of protecting the AI Factory against any unauthorised access or use.
5.2. Use of the AI Factory
5.2.1. The Consumer:
5.2.1.1. shall use the AI Factory only in accordance with the express terms of these Terms;
5.2.1.2. warrants that it will take all reasonable precautions to safeguard the AI Factory against unauthorised use or access;
5.2.1.3. shall adhere to the minimum configuration specification if one is required for the AI Factory, as advised by us, including installation of applicable Third Party Software in order for the AI Factory or Product to run;
5.2.1.4. shall ensure that the AI Factory is not modified, or reverse engineered in any manner whatsoever, unless such modification is made by us;
5.2.1.5. understands that the AI Factory contains proprietary information and agrees that it will not provide or otherwise make any of the AI Factory and/or Documentation available for any reason to any other person firm, company or organisation, without our prior written consent;
5.2.1.6. will ensure that all Authorised Users are advised that the AI Factory and Documentation constitute Confidential Information, that any Intellectual Property Rights in it are our property, and will ensure that its Authorised Users comply with these Terms;
5.2.1.7. has satisfied itself that the AI Factory meets the needs of the Consumer’s business;
5.2.1.8. shall provide all reasonable assistance in determining when the AI Factory is ready for operational use in the Consumer’s business before it is implemented;
5.2.1.9. shall be responsible for ensuring that Consumer Data captured on the AI Factory and Consumer Data uploaded onto a Product is accurate and complete;
5.2.1.10. acknowledges that the AI Factory integrates with Third-Party Software systems to enhance its functionality. Proper setup and configuration of these systems, particularly financial systems, are essential to ensure accurate and seamless operation. While we may provide guidance and support, you are responsible for ensuring the setup is completed correctly. We are not liable for issues arising from incorrect or incomplete configuration;
5.2.1.11. hereby indemnifies Altron in respect of any claims against, or losses or expenses incurred by, Altron as a result of the unauthorised use of the AI Factory and Documentation by any third party arising from the misuse of the AI Factory object code by the Consumer or its Authorised Users, or through any breach by the Consumer of these Terms, or through the negligence of the Consumer or its Authorised Users, or any other cause giving rise to the unauthorised use of the AI Factory by a third party
5.2.2. Copyright subsists in the AI Factory, whether printed or stored electronically, and the Consumer shall not delete any proprietary marks on the AI Factory.
5.2.3. The Consumer shall:
5.2.3.1. notify us promptly of any unauthorised use of any password or account or any other suspected breach of security;
5.2.3.2. notify us promptly and use reasonable efforts to promptly stop any unauthorised use, copying, or distribution of the AI Factory that is known or suspected by the Consumer or its Authorised Users; and
5.2.3.3. not impersonate another user of the AI Factory or provide false identity information to gain access to or use the AI Factory.
5.3. Modifications We reserve the right to improve, enhance, modify or upgrade any part of the AI Factory. Any such improvements, enhancements, modifications or upgrades will be made available to the Consumer from time to time. The Consumer acknowledges and agrees that Altron will not be liable in respect of any such improvements, enhancements, modifications, or upgrades and that the Consumer’s use of same shall be at the Consumer’s own risk.
6. SERVICES
6.1. We may render additional services to the Consumer, on a time and material basis at our then current rates, in accordance with the provisions of these Terms, including the following:
6.1.1. maintenance and support services (in accordance with the terms and conditions of the applicable Service Level Agreement);
6.1.2. user training on the use of the AI Factory;
6.1.3. development of bespoke functionality and enhancements; and
6.1.4. any other custom components as may be required of us from time to time.
6.2. Any attendances by Altron in relation to the following incidents, which are excluded from the standard Service, shall be invoiced separately at the prevailing rate:
6.2.1. an error or fault caused by third-party software or hardware used in conjunction with the AI Factory;
6.2.2. any defects or errors resulting from any modifications to the AI Factory made by any person other than us or our authorised personnel or contractors;
6.2.3. inappropriate use of the AI Factory;
6.2.4. services carried out at the request of the Consumer due to incorrect reporting of a defect or error;
6.2.5. the effects, problems or errors caused to the AI Factory by the Consumer’s failure to maintain its information system correctly; and
6.2.6. the effects, problems or errors caused by the Consumer’s failure to properly protect against viruses or malware.
6.3. We will use reasonable efforts to render Services in a professional manner and with the necessary skill by personnel who have received appropriate training.
6.4. We will not be deemed to be in breach of these Terms or be liable to you for any failure or delay in the performance of our obligations under these Terms if such failure or delay arises from any act or omission of you (including your staff, agents or subcontractors), including any incompleteness or other deficiency in information you provided. Any timescales for the performance of our obligations shall be extended to take account of such failure or delay, and we may charge the Consumer for additional time, effort and costs we reasonably incur as a result of such act, omission or inaccuracy.
7. FEES
7.1. The Consumer shall pay a subscription Fee to Altron in consideration for the right to access and use the AI Factory. The subscription Fee will be payable in accordance with the payment terms set out in the relevant invoice.
7.2. We may increase the Fees annually in accordance with CPI.
7.3. The Consumer shall pay an additional Fee for any services provided by us that are outside of our standard offering, calculated in accordance with our then current rate card and invoiced as incurred.
8. PAYMENT TERMS
8.1. We will invoice you for the Fees on a monthly basis.
8.2. The Consumer shall pay the amount due in respect of each invoice within 30 (thirty) days’ of the date of issue of the relevant invoice without deduction or set-off, subject to clause 8.3 below.
8.3. The Consumer may deduct withholding taxes where required by law in the territory. Where the Consumer is required to deduct withholding taxes:
8.3.1. the Consumer shall notify us within 7 (seven) days’ from the date of invoice;
8.3.2. provide us with a copy of the applicable legislation relied upon by the Consumer; and
8.3.3. shall provide a tax deduction certificate to Altron in respect of all withholding taxes deducted under this clause.
8.4. Any overdue payments shall attract interest at the Prime Rate plus 2% (two percent), calculated daily and compounded monthly.
8.5. All payments by the Consumer to us shall be effected by means of an electronic funds transfer (EFT) or such alternative payment method as required by Altron, into the bank account specified by us in writing, from time to time.
8.6. Unless otherwise agreed by the Parties in writing, all amounts referred to in these Terms are exclusive of VAT, but inclusive of any other such tax, duty, levy or other such similar charge or impost payable.
8.7. We may suspend your access to the AI Factory and performance of any of our Services if you delay or fail to make payment of any amounts that are due and owing to us under these Terms.
8.8. In the event that you breach the Licence Allocation, we reserve the right to unilaterally increase the price of licencing proportionately to such a breach.
9. INTELLECTUAL PROPERTY IN RESPECT OF THE PLATFORM
9.1. As between Altron and the Consumer, all right, title, and interest in and to the AI Factory (including all any derivatives, translations, modifications and enhancements thereof) and Documentation are, and shall remain, owned exclusively by Altron.
9.2. Notwithstanding any other provision in these Terms, these Terms do not constitute a sale and do not convey to the Consumer any rights of ownership in or related to the AI Factory or Documentation. Our name, logo and product names are our trademarks, and no right or license is granted to you or your end users to use them. All rights not expressly granted to you are reserved by us. We alone shall own all rights, title and interest in and to any suggestions, enhancement requests, feedback, or recommendations provided by you and your end users.
9.3. Except as otherwise permitted under these Terms, you shall not: (a) license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose, or otherwise commercially exploit the AI Factory; (b) copy, modify or make derivative works based upon the AI Factory; (c) “frame” or “mirror” the AI Factory on any other server or device; (d) access the AI Factory for competitive purposes or use the AI Factory for any purpose other than its own internal use, (e) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the AI Factory, (f) remove, obscure or modify a copyright or other proprietary rights notice in the AI Factory; (g) use the AI Factory to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material; (h) use the AI Factory to create, use, send, store, or run material containing software viruses, worms, Trojan horses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the AI Factory; (i) attempt to gain or permit unauthorized access to the AI Factory or its related systems or networks; or (j) permit or assist any other party (including any end user) to do any of the foregoing.
10. CLIENT DATA
10.1. As between us and the Consumer, the Consumer exclusively owns all rights, title, and interest in and to all the Consumer Data. The Consumer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all the Consumer Data, and hereby warrants that it has and will continue to have all rights and/or consents necessary to allow us to use all such data as contemplated by these Terms. The Consumer hereby grants to us a royalty-free, fully-paid up, non-exclusive, non-transferable, sub-licensable, worldwide right and license to reproduce, use, process, transfer and store the Consumer Data solely for the purposes of performing our obligations under these Terms and any other activities expressly agreed to by the Consumer.
10.2. Where Consumer elects to transmit, upload, or otherwise make available any Consumer Data to any third-party products, services, websites, platforms, or integrations via the AI Factory (collectively, “Third-Party Services”), Consumer acknowledges that such Consumer Data may be collected, used, processed, and retained by such Third-Party Services in accordance with such third party’s own terms, conditions, and privacy policies (“Third-Party Policies”). Consumer agrees to review and be bound by all applicable Third-Party Policies and is solely responsible for its interactions with, and use of, any Third-Party Services. Altron does not control and is not responsible for any Third-Party Services or Third-Party Policies and disclaims all liability arising from Consumer’s provision of Consumer Data to, or use of, any Third-Party Services.
10.3. Before providing any Consumer Data to us, the Consumer will complete any data classification forms that Altron requests. The Consumer will only transmit Consumer Data to Altron using Altron-approved methods. The Consumer will only transmit Consumer Data that is essential for the Consumer to benefit from the Service and furthermore it understands that it is the Consumer’s responsibility to ensure that it has the requisite consent and authorisations in place to transmit any such Consumer Data to Altron. Further, Altron shall have no liability whatsoever in respect of the Consumer Data. For the avoidance of doubt, the Consumer bares full responsibility for the deletion of its own Consumer Data and in no circumstances can the Consumer require Altron to delete same.
10.4. The Consumer acknowledges that its delay or failure to provide any required Consumer Data in a mutually agreed upon format and timeframe, and in a usable condition, may delay Altron’s performance of these Terms.
10.5. The Consumer is responsible for:
10.5.1. the integrity of the Consumer Data, including the completeness, correctness and accuracy of any Consumer Data;
10.5.2. any risks inherent in transmitting any Consumer Data from the AI Factory to a location not under the control of Altron; and
10.5.3. decisions regarding:
10.5.3.1. the purposes for using any of the products; and
10.5.3.2. the use of third party service providers or third party products, and accordingly, the Consumer will not rely on our Services to make any of the foregoing decisions.
10.6. The Consumer agrees that as part of providing the AI Factory, we may collect, use and disclose quantitative data derived from the use of the AI Factory for industry analysis, benchmarking, analytics and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify the Consumer or its end users.
10.7. If we believe the Consumer Data violates applicable law or third party rights, we may immediately terminate the Consumer’s account without any liability whatsoever to the Consumer.
10.8. We may disable or remove Consumer Data in the event of any emergency situation or any threat or perceived threat to the AI Factory related to the Consumer Data. We will not be responsible for any adverse performance impact to the AI Factory or Downtime attributable to Consumer Data or to any such disengagement. In addition, we are not responsible for any compromises to the confidentiality, integrity, or availability of the AI Factory or Consumer Data that are attributable in whole or in part to the Consumer’s use of Consumer Data.
10.9. We will ensure that in the event of termination of these Terms, by whatever means, we will retain and preserve the Consumer Data only for as long as may be required to enable us to fulfil our obligations to you.
10.10. You may request us to return any Consumer Data, which request must be made within 6 (six) months’ after termination or expiration of these Terms, provided that in such instance:
10.10.1. we will be entitled to charge for such service; and
10.10.2. we will use our standard export format in which Consumer Data shall be returned.
10.11. For the avoidance of doubt, it is the Consumer’s sole responsibility to ensure that it backs up any Consumer Data and the Consumer acknowledges that Altron will not be responsible backing up any such Consumer Data. The Consumer acknowledges and agrees that in no circumstances will Altron be liable for any data loss or corruption including but not limited to where Altron is the cause of such data loss or corruption.
11. PRIVACY
11.1. Obligations of the Responsible Party
11.1.1. The Consumer is responsible for complying with its obligations as a Responsible Party under applicable Data Protection and Security Laws. To that end, the Consumer must: (a) justify any transmission of Personal Information to and Processing of Personal Information by Altron (including where applicable providing any notices and obtaining any consents required by applicable Data Protection and Security Laws); and (b) be responsible for its decisions and actions concerning the Processing and use of Personal Information, including the Consumer’s instructions to Altron regarding the Processing of Personal Information under these Terms. The Consumer will disclose or transmit Personal Information to Altron only when the Agreement authorises the Consumer to disclose or transmit Personal Information to Altron. For any disclosure or transmission of Personal Information authorised under this clause, the Consumer will disclose only the Personal Information necessary for the performance of the Services; and will use a mutually-agreed transmission method for transmission of electronic data.
11.1.2. Without limiting the Altron’s obligations under the Terms, Altron shall comply with applicable industry or professional rules and regulations, in relation to the safeguarding of Personal Information, which may apply to it.
11.2. Obligations of the Operator
11.2.1. Altron will process Personal Information on behalf of the Consumer and in accordance with the Consumer’s documented instructions set forth in these Terms and any other written and mutually agreed instructions provided by the Consumer to Altron, or as otherwise required by applicable law. Altron will inform the Consumer without undue delay if, in Altron’s reasonable opinion, any instruction infringes applicable laws. Altron shall be entitled to suspend the Processing until either the Parties mutually agree to amend these Terms to modify the instruction or the Consumer confirms its lawfulness to Altron’s reasonable satisfaction. Altron is not, however, obligated to perform a comprehensive legal examination of any instruction from the Consumer.
11.2.2. Altron will process Personal Information of Data Subjects (a) in connection with and for the purposes of the provision of the Services; and (b) will only act as the Operator for purposes of applicable Data Protection and Security Laws.
11.2.3. Unless required by law, Altron shall process the Personal Information only:
11.2.3.1. in compliance with the Terms; and
11.2.3.2. for the purposes connected with the provision of the Services or as specifically otherwise instructed or authorised by the Consumer in writing.
11.2.4. Altron shall treat the Personal Information that comes to its knowledge or into its possession as confidential and shall not disclose it without the prior written consent of the Consumer, unless required to do so by law.
11.2.5. Altron shall use reasonable efforts to secure the integrity and confidentiality of the Personal Information in by taking appropriate, reasonable technical and organisational measures to prevent:
11.2.5.1. loss of, damage to or unauthorised destruction of the Personal Information; and
11.2.5.2. unlawful access to or Processing of the Personal Information.
11.2.6. Altron will take appropriate measures to ensure that its employees engaged in the Processing of Personal Information are bound by confidentiality obligations with respect to all Personal Information processed hereunder, and process Personal Information only in accordance with the terms of this Agreement.
11.2.7. In the event that Altron becomes aware of a Security Compromise, Altron will notify the Consumer of such Security Compromise without undue delay and where reasonably practicable not later than 72 (seventy-two) hours after having become aware, taking into account the nature of the Processing and the information available to Altron.
11.2.8. Taking into account the nature of the Processing and the information available to it, Altron will reasonably assist the Consumer in complying with any data protection impact assessment or prior consultation obligations the Consumer has under applicable Data Protection and Security Laws.
11.2.9. For the avoidance of doubt, Altron’s obligations set out in clauses 11.2.7 and 11.2.8 apply solely in respect of Personal Information that is provided to Altron by the Consumer.
11.3. Data Subject Requests Upon the Consumer’s detailed written request, and taking into account the nature of the Processing, Altron will reasonably assist the Consumer through appropriate technical and organisational measures to fulfil the Consumer’s obligation to respond to Data Subject requests arising under applicable Data Protection and Security Laws. Altron will respond to any requests it receives under this clause within a reasonable time, to permit the Consumer to meet its regulatory guidelines where sufficient notice has been provided to Altron and such timeline is practicable. Altron will forward to the Consumer any Data Subject requests that it receives directly from a Data Subject, but Altron is not required to respond directly to such Data Subject requests.
11.4. Cross-border Data Transfer
11.4.1. It is hereby recorded and agreed that in order for Altron to be able to fulfil our obligations in terms of the Terms, it may be necessary for us to transfer Personal Information to a third party outside of the country in which the Personal Information was collected.
11.4.2. In the event of such cross-border transfer and cross-border Processing, we hereby warrant and undertake in your favour that we shall comply with applicable Data Protection and Security Laws in doing so.
11.5. Indemnity The Consumer hereby indemnifies and holds Altron harmless from any and all losses arising from any claim or action arising from the Processing of the Personal Information in terms of this Agreement by any party, including by any Data Subject or any regulator. It is recorded that neither Party shall be liable for any indirect or consequential damages of the other Party, such as (but not limited to) loss of revenue, loss of profit, loss of opportunity, loss of goodwill and third party claims.
12. SUBCONTRACTING
Altron may subcontract the performance of any of our obligations under these Terms (including privacy obligations) to any third party by providing the Consumer with written notice.
13. MONITORING SECURITY
13.1. The Consumer expressly agrees to us monitoring network traffic of the full cluster (and not the Consumer’s tenant/environment) to identify the actual or attempted unauthorised access, use, disclosure, modification or destruction or interference with the Services or our systems but excludes trivial incidents that are neutralised by our data security measures.
13.2. We may temporarily suspend the operation of the Services if required to address any such security incidents.
13.3. We shall implement and maintain appropriate and up-to-date security measures to the Services, including reasonable measures to detect and neutralise security incidents. The Consumer acknowledges that even if we implement appropriate and up-to-date data security measures to the Services, it may not be possible to detect or neutralise all security issues. Altron shall not be considered to be in breach of its obligations under this clause 13 if we maintained up-to-date data security measures that failed to detect a security incident.
13.4. We follow a shared responsibility model for cloud security. Under this model, we are responsible for securing the underlying infrastructure and AI Factory Services that we provide. You are responsible for managing and securing your own data, configurations, user access controls, and any applications or services you deploy or use through the AI Factory. You must regularly review your security configurations, make use of available security features, and follow best practices to protect your environment. Further details on our respective responsibilities may be published in our security Documentation, which may be updated from time to time.
13.5. Notwithstanding the foregoing, Altron will provide a separate environment within the relevant cluster to enable the Consumer to archive its data.
13.6. We may suspend the AI Factory (alternatively the Consumer or end user’s access to the AI Factory) where such Consumer’s or end user’s use poses a security risk to the AI Factory or any other Consumer of Altron, may harm the AI Factory or any other Consumer of Altron, or may subject Altron or any third party to liability. We will use commercially reasonable efforts to restore access once the security risk has been resolved to our reasonable satisfaction.
14. AUDITS
14.1. The Consumer must keep full and accurate records regarding their obligations under the Agreement (including compliance with the Licence Allocation, and payment of Fees) and at all reasonable times allow an independent auditor as mutually agreed and appointed by the Parties to inspect such records if reasonably required by Altron. The records must contain all particulars that may be necessary to show the amount of Fees owed to Altron and that the Licence Allocation is not exceeded.
14.2. In addition, the Consumer shall maintain full and accurate records and books of accounts in relation to all and any facilities and end users in relation to their access to and use of the AI Factory and at all reasonable times allow an independent auditor as mutually agreed and appointed by the Parties to inspect such records if reasonably required by Altron.
14.3. The Consumer agrees to give its reasonable cooperation (and procure the reasonable cooperation of facilities and end users) to the independent auditor in the exercise of Altron’s rights under this clause 14, and to provide access (or procure such access to be given by the facilities and/or authorised users as applicable) to such information as may be reasonably required for this purpose.
14.4. We shall be responsible for the costs in the performance of an audit, however if an audit reveals a material non-compliance by the Consumer, facilities and/or authorised users with the terms of this Agreement, then the Consumer shall be liable to pay the actual cost of the audit to us on demand, which payment shall be without prejudice to any other right or remedy arising from the breach.
14.5. If the audit reveals that the Consumer exceeded its Licence Allocation during the relevant audit period, then in addition to the remedy in clause 14.4, the Consumer shall pay to us, on demand, the Fees that the audit reveals would have been due to us in the relevant audit period, and the Consumer shall purchase additional such Licence Allocation sufficient to cover the shortfall identified.
15. OUR WARRANTY
15.1. The AI Factory and any Services provided under these Terms are provided strictly on an ‘as is’ and ‘as available’ basis and all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of quality, suitability, merchantability, fitness for a particular purpose, or non-infringement of third party rights are hereby disclaimed to the maximum extent permitted by applicable law.
15.2. We make no warranty that the AI Factory will operate error-free or without interruption or that any data transmissions to, from, or through the AI Factory will be completely secure.
15.3. We do not warrant or represent that your or your end users’ use of the AI Factory and/or our Services alone will result in the Consumer’s compliance with any applicable law.
16. CLIENT’S WARRANTY
16.1. The Consumer warrants that: (i) it has the right to provide the Consumer Data to us; and (ii) the Consumer and end users will comply with any third-party usage rights and applicable laws related to the Consumer Data.
16.2. The Consumer warrants that the publication, transmission, and receipt of all Consumer Data complies with all applicable laws including, without limitation, laws relating to trademarks, copyrights, defamation, consumer protection, privacy and false or deceptive trade practices.
17. INDEMNIFICATION
17.1. Our obligations
17.1.1. We will:
17.1.1.1. defend the Consumer, your officers, directors, and employees against any third-party suit, claim, or demand (each a "claim") that alleges the AI Factory infringes any issued patent, copyright, trademark or misappropriates any trade secret of, such third party; and
17.1.1.2. pay any court-ordered award of damages or settlement amount which may include any expense, liability, loss, damage, costs or reasonable attorneys' fees, each to the extent payable to a third party, to the extent arising from such claims.
17.1.2. Notwithstanding the foregoing, if we reasonably believe that the Consumer’s use of any portion of the AI Factory is likely to be enjoined by reason of any claims then we may, at our expense and in our sole discretion:
17.1.2.1. procure for the Consumer the right to continue using the AI Factory;
17.1.2.2. replace the same with other products having substantially equivalent functions that are not subject to any claims of infringement; or
17.1.2.3. modify the AI Factory so that there is no longer any infringement, provided that such modification does not materially and adversely affect the functional capabilities of the AI Factory as set out herein.
17.1.3. If clauses 17.1.2.1, 17.1.2.2, and 17.1.2.3 above are not available on commercially reasonable terms in our reasonable judgment, we may terminate your (and your end users’) access and use of the AI Factory and refund to you the Fees paid by you covering the remaining portion of the applicable subscription term for the AI Factory after the date of termination of the subscription term.
17.1.4. Our indemnification obligation explained above will not apply:
17.1.4.1. if the AI Factory is modified by any party other than us (or someone authorised by us);
17.1.4.2. if the AI Factory is combined with other products, applications, or processes not authorised in writing by us;
17.1.4.3. to the extent the claim arises in connection with any unauthorised use of the AI Factory, or use that is not in compliance with any applicable laws, regulations, and/or the Documentation;
17.1.4.4. to any third party products, processes or materials that are not provided by us; or
17.1.4.5. to any claims arising as a result of the content of the Consumer Data.
17.1.5. This clause 17.1 sets forth our sole liability and your sole and exclusive remedy with respect to any claim of intellectual property infringement.
17.2. Our indemnity obligations are subject to the following:
17.2.1. you must promptly notify us in writing of any claims;
17.2.2. we will have sole control of the defence and all related settlement negotiations with respect to any claims; and
17.2.3. you must cooperate fully to the extent necessary in such defence and settlement.
18. LIMITATION OF LIABILITY
18.1. To the maximum extent permissible by law, our total aggregate liability to you in relation to these Terms (whether such liability arises under contract, delict, warranty, statute or otherwise) will not exceed the amounts actually paid by you under these Terms in the 12 (twelve) month period immediately preceding the event giving rise to such liability. The existence of more than one claim shall not increase this limit. Your obligation to pay Fees owed to us remains unaffected by any claims. Save where an Authorised User accesses the AI Factory at no cost, Altron’s liability for any and all damages shall be limited to USD 100.
18.2. To the extent permitted by law, in no event will we be liable for any Consequential Loss arising out of or in connection with these Terms, even if you have been previously advised of the possibility of such damages.
18.3. Notwithstanding the foregoing:
18.3.1. nothing in these Terms will limit liability for (a) a Party’s gross negligence or wilful misconduct; (b) a Party’s fraud or fraudulent misrepresentation; (c) wilful repudiation of the Agreement; (d) death or bodily injury caused by negligence; or (e) the Consumer’s indemnification obligations under these Terms; or (f) any liability which cannot be excluded or limited by applicable law;
18.3.2. we shall not be held liable for damages arising from:
18.3.2.1. incorrect configuration of the Consumer system by the Consumer or by any third party on the instruction of the Consumer;
18.3.2.2. the unauthorised access of the AI Factory by any user;
18.3.2.3. the making available of the AI Factory to any unauthorised person by the Consumer;
18.3.2.4. the use of or reliance on incorrect data provided by the Consumer, authorised user, end user or other third party; or
18.3.2.5. the Consumer’s omission to inform us of any change in the Consumer’s details.
18.3.3. Our liability for faulty execution or malfunctioning of the AI Factory, or the support services rendered in terms of these Terms or the use of the AI Factory by the Consumer, will be limited to us rectifying the malfunction of any AI Factory errors or support services, within a reasonable time and free of charge. The remedy in this clause 18.3.3 will not apply if the Consumer:
18.3.3.1. attempts to correct or allows any third party to correct or attempt to make error corrections without our prior written approval; or
18.3.3.2. uses or combines the AI Factory with other computer software not authorised by us.
19. BREACH
19.1. In addition to any other remedies available to the Parties in law or under these Terms, if either Party ("the defaulting party"):
19.1.1. fails to pay any amount due by the defaulting party due under these Terms and remains in default for more than 14 (fourteen) days after being requested in writing to do so by the other Party ("the aggrieved party"); or
19.1.2. commits any other breach of any part of these Terms, and fails to remedy such breach within 14 (fourteen) days’ after receipt of notice in writing to do so by the aggrieved party, then and in any one of such events, the aggrieved party shall forthwith be entitled (but not obliged) without prejudice to any of its other rights or remedies, including damages;
19.1.3. to cancel these Terms; or
19.1.4. to claim immediate payment and/or performance of the obligations of the defaulting party under these Terms.
19.2. Should the aggrieved party institute action against the defaulting party pursuant to a breach by the defaulting party of these Terms then without prejudice to any other rights which the aggrieved party may have in terms of this Agreement or at law, the aggrieved party shall be entitled to recover all legal costs incurred by the aggrieved party, including attorney and own Consumer charges.
19.3. Without prejudice to all or any of our rights, should you fail to pay any amount which may become due by you to us on the due date, then we will charge you interest on the overdue amount at calculated at the prevailing Prime Rate, calculated from the due date for payment of such amount until the actual date of payment thereof, both dates inclusive and/or suspend your use of the AI Factory and our Services.
20. ACCESS, SUSPENSION AND TERMINATION
20.1. Suspension or termination of access
20.1.1. We may terminate your access to the AI Factory or suspend your status as an end user at any time for any reason.
20.1.2. We may modify or discontinue (temporarily or permanently) the AI Factory (or any part of it) at any time, with or without notice.
20.1.3. We will not be responsible for any loss or damage that you may suffer as a result of any action taken in terms of this clause 20.
20.1.4. You will hold us harmless in any dispute you may have with an end user, including where your access to or use of the AI Factory has been suspended or terminated for any reason.
20.2. Termination of the Agreement
20.2.1. We may terminate this Agreement at any stage by giving you at least 3 (three) months’ written notice of our intention to do so, without additional cost or liability to you.
20.2.2. Either Party may at its election terminate the Agreement on notice to the other:
20.2.2.1. where the other Party commits fraud, theft, forgery or any conduct involving fraud, misrepresentation or dishonesty;
20.2.2.2. upon the occurrence of any of the events contemplated in clause 19.1 above; or
20.2.2.3. if a force majeure event lasts more than 20 (twenty) Business Days, as contemplated in clause 22 below.
20.2.3. We will also be entitled to terminate these Terms including any active Subscription Orders, by way of written notice to you and without prejudice to such other rights as we may have in law:
20.2.3.1. if you commit an act of insolvency or are sequestrated or placed under a provisional or final winding-up or business rescue, or enter into a compromise with your creditors, or you fail to satisfy or take steps to have set aside any judgment taken against you within 10 (ten) Business Days’ after such judgment has come to your notice, or any such similar process or procedure in the relevant jurisdiction;
20.2.3.2. violation of our Intellectual Property Rights; 20.2.3.3. breaches the acceptable use restrictions as set out in clause 5.2;
20.2.3.4. the Consumer uses the AI Factory for fraudulent or illegal activities; or
20.2.3.5. applicable law prohibits us from providing the Services to the Consumer.
20.2.4. If a Producer terminates its agreement with us to provide their facilities for the AI Factory, we may, upon at least 30 (thirty) days’ written notice to you, either: (i) relocate the AI Factory to an alternate internet data centre; or (ii) if relocation is not commercially reasonable, terminate the relevant Subscription Order and refund to you any Fees paid by you for the time remaining in the applicable term of the Subscription Order.
20.3. Any licences or rights of use that may have been granted to you under these Terms will cease to exist immediately on termination.
20.4. Any action taken to terminate these Terms shall not prejudice our rights to institute action for the recovery of any amounts due to us under these Terms or damages that it may suffer as a result of your actions or omissions.
21. PARTIES’ OBLIGATIONS ON TERMINATION
21.1. On expiry or termination of this Agreement, for whatever reason:
21.1.1. the Consumer will immediately stop using the AI Factory and will procure that all facilities and end users stop using the AI Factory;
21.1.2. we will terminate/disable the Consumer’s access to the AI Factory; and
21.1.3. the Consumer shall make immediate payment all Fees up to the date of termination.
21.2. Notwithstanding expiry or termination of the Agreement or any part thereof, we may continue to retain Consumer Data, unless the Consumer requests us to delete such information. Any data deletion or return requests will be in Altron’s available format provided that such format is commercially and technically feasible for us to comply with, and will be managed in accordance with our applicable data policies at the time, and may be subject to the Consumer’s payment of the reasonable expenses of making the data available to the Consumer.
21.3. Upon termination of these Terms for any reason, at your option and additional cost, we will provide transition services to facilitate the orderly and complete transfer of any Consumer Data to you or to any replacement provider designated by you ("transition services"). Notwithstanding the provisions of this clause 21.3, in no event will we be required to disclose any of our Confidential Information or provide a license under any of our intellectual property to you or any third party as part of the transition services. For the avoidance of doubt, if you elect to receive transition services, then you must continue to pay pro-rated subscription Fees for the use of the AI Factory during the transition period.
22. FORCE MAJEURE
22.1. A party shall not be liable for a failure to perform any of its obligations under these Terms insofar as it is able to prove that:
22.1.1. such failure was due to an impediment beyond its reasonable control; 22.1.2. it could not reasonably have been expected to have taken such impediment and its effects upon such Party's ability to perform into account at the time of conclusion of these Terms; and
22.1.3. it could not reasonably have avoided or overcome the impediment, or at least its effects.
22.2. Relief from liability for non-performance by reason of the provisions of this clause 22 shall commence on the date upon which the Party seeking relief gives notice of the impediment relied upon and shall terminate upon the date upon which such impediment ceases to exist, provided that if the force majeure event and the impediment continues for a period of more than 20 (twenty) Business Days, either Party shall be entitled to terminate this Terms by written notice to the other of them.
23. DISPUTE RESOLUTION: MEDIATION, THEN ARBITRATION
23.1. Should any dispute, disagreement or claim arise between us and you ("the dispute") concerning these Terms, the Parties shall endeavour to resolve the dispute by negotiation.
23.2. If the dispute has not been resolved by such negotiation within 10 (ten) Business Days’ of the commencement thereof by agreement between the Parties, then the Parties shall submit the dispute, for final resolution, to arbitration before an arbitrator ("the arbitrator").
23.3. The arbitrator shall be such person as mutually agreed upon by the Parties. If the Parties fail to reach agreement regarding the appointment of the arbitrator within a period of 5 (five) Business Days’ after the dispute has been submitted to arbitration, either of the Parties may request the Arbitration Foundation of South Africa ("AFSA") to appoint the arbitrator, and the Parties shall be bound by such appointment.
23.4. The then current rules of the AFSA shall apply to the arbitration with the necessary changes having been made.
23.5. The decision of the arbitrator shall be final and binding on the Parties.
23.6. Unless otherwise agreed in writing by all the Parties, any such negotiation or arbitration shall be conducted in English and in Johannesburg.
23.7. The provisions of this clause 23, shall not preclude any Party from instituting any injunctive proceedings in any appropriate court.
24. CONFIDENTIALITY
24.1. Each Party undertakes in favour of the other that it will treat as confidential and will not use, divulge or permit to be divulged to any third party, any information or data which is proprietary to a Party, including (without limitation):
24.1.1. the details of these Terms, as well as the details of all of the transactions contemplated in these Terms;
24.1.2. all information relating to the business, the operations, affairs, contractual arrangements or other dealings, assets and liabilities of a Party or any of its subsidiaries; and
24.1.3. all information relating to the business, the operations, affairs, contractual arrangements or other dealings, assets and liabilities of a Party, which may come into its possession or to its knowledge by virtue of it being a Party to these Terms without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed) save that:
24.1.4. each Party shall be entitled to disclose such Confidential Information to such of its personnel who need to know for the purposes of this Agreement or for any act which a Party is obliged to take in law. Before disclosing such Confidential Information, the Party undertakes to procure that its Personnel are aware of the confidential nature of the Confidential Information being made available to them and that they are bound by terms similar to those contained in this clause to ensure that they will maintain such confidentiality;
24.1.5. any Confidential Information which is required to be furnished by law or by existing contract or by any exchange on which the shares of any Party (or its holding company) to these Terms are listed may be so furnished; and
24.1.6. no Party shall be precluded from using or divulging such Confidential Information in order to pursue any legal remedy available to it.
24.2. The provisions of clause 24.1 shall not apply to any Confidential Information:
24.2.1. which is disclosed by any Party to an authorised third-party for the purposes of implementing the provisions of these Terms;
24.2.2. which is publicly available or becomes publicly available through no act or default of either Party;
24.2.3. which was in the possession of a Party prior to its disclosure otherwise than as a result of any breach by that Party of any obligation of confidentiality owed to any other person whether pursuant to these Terms or otherwise;
24.2.4. which is disclosed to a Party by a person which person did not acquire the information under an obligation of confidentiality; or
24.2.5. which is independently acquired by a Party as a result of work carried out by a person to whom no disclosure of such information has been made.
24.3. The provisions of this clause 24 shall survive the termination of these Terms.
25. NOTICES AND DOMICILIA
25.1. The Parties may contact each other using text messages, emails or any other appropriate medium of communication provided by one Party to the other and may use these means of communication to send each other any legally required notifications as well as any other notification pertaining to these Terms.
25.2. You agree to receiving contractual, notice and/or legal communications from us in an electronic form through the email address supplied by the Consumer signatory and they will have the same legal effect as if in paper form.
25.3. Emails to us or messages on the AI Factory will not be considered valid legal notice to us. Legal notice must be in writing mariana.malho@altron.com, and copy marked sent to aifactory.support@altron.com during Business Hours.
26. GENERAL
26.1. No assignment: You are not allowed to cede your rights, delegate your obligations, or assign your rights and obligations under these Terms unless we consent in writing, which consent shall not be unreasonably withheld. Altron may cede its rights, delegate its obligations, or assign its rights and obligations under these Terms without the Consumer’s prior written consent.
26.2. Non-exclusivity: The Consumer understands and acknowledges that Altron is in the business of rendering services similar to those rendered under these Terms and as such, the Consumer agrees that notwithstanding anything to the contrary contained herein or otherwise that: (a) Altron shall not be restrained from undertaking similar projects for other Consumers; and (b) Altron shall be free to deal in any way with its intellectual property.
26.3. Variation: No alteration, cancellation, variation of, or addition hereto shall be of any force or effect unless reduced to writing and signed by our respective duly authorised representatives.
26.4. Governing law and jurisdiction: These Terms are governed by and interpreted in accordance with the laws of the Republic of South Africa. In relation to any legal action or proceedings to enforce these Terms or arising out of or in connection with these Terms, we each submit to the exclusive jurisdiction of the courts of South Africa and waive any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inappropriate forum.
26.5. Supersession: These Terms cancel and supersede all prior negotiations and agreements entered into between us relating to the matters set forth herein.
26.6. Whole agreement: These Terms constitute the whole agreement between us and you relating to the subject matter hereof. Each Party acknowledges to the other Party that it has not agreed to enter into these Terms in reliance on any representation, warranty, assurance or commitment not contained in these Terms or, to the extent that it has, hereby waives and releases all rights and remedies that it would otherwise have in respect of the same otherwise than on grounds of fraud.
26.7. No indulgences: No indulgence granted by a Party nor the partial exercise by any Party of any power, right or privilege shall constitute a waiver of any of that Party's powers, rights or privileges under these Terms and that Party accordingly shall not be precluded, as a consequence of having granted such indulgence or partially exercised any power, right or privilege, from the exercise of that, or any other power, right or privilege, which may have arisen in the past or which may arise in the future.
26.8. Severability: Any provision in these Terms which is or may become illegal, invalid or unenforceable in any jurisdiction affected by these Terms shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of these Terms, without invalidating the remaining provisions of these Terms or affecting the validity or enforceability of such provision in any other jurisdiction.
26.9. No representations: Neither Party may rely on any representation, which allegedly induced that Party to enter into these Terms, unless that representation is recorded in these Terms.
26.10. Validity: If any provision of these Terms is found or held to be invalid or unenforceable, the validity of all the other provisions hereof will not be affected thereby and the Parties agree to meet and review the matter and if any valid or enforceable means is reasonably available to achieve the same object as the invalid or unenforceable provision, to adopt such means by way of variation of these Terms.
26.11. Good faith: In exercising their rights and obligations under these Terms, the Parties shall comply with principles of good faith and fair dealing.