MEMORANDUM OF AGREEMENT

Entered into by and between:

CARD MANAGEMENT SERVICES CC

Reg. no. 2006/120055/23
(hereinafter referred to as CMS)

and

ProLink Direct
……………………………………………………………………
(Hereinafter referred to as Principal)

and

SA GENUIS WORX
………………………………………………………………………….
(Hereinafter referred to as CC)

Whereas: Principal is an expert of outbound Call Centre and will operate as per
contract, to promote and sell the MY-care product, and

Whereas: CC is an accredited professional Call Centre with a minimum of 20

(twenty) active outbound agents with sales experience and in the
business of selling products via telecommunication, and

Whereas: the parties believe that their respective objectives could best be realised
by a combined approach calling for the application of their respective
resources, and by co-operating with each other with regard to the
promotion and sales of the MY-care project:

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1. RELATIONSHIP BETWEEN THE PARTIES:

1.1 The parties hereby undertake to co-operate with regard to the structuring and
implementation of this project, on the basis as envisaged in this agreement

1.2 The parties are not partners, nor joint ventures.

1.3 Every party will furthermore be responsible for all its expenses and
disbursements made towards their administration and the implementation of
the project.
2. PRIMARY CONTRIBUTIONS:

Without in any way limiting the nature and/or extent of either party’s
contribution towards or participation in this project, it is recorded that:

2.1 Principal shall primarily be responsible to:

2.1.1 recruit and sign up professional outbound call centres to promote and
sell the MY-care product
2.1.2 manage and maintain a good relationship with the CC and ensure that
all reasonable requests are met
2.1.3 provide and maintain training and product test to the contracted CC
2.1.4 ensure that the contracted CC’s act and perform in a professional way
and apply the prescribed sale script at all time
2.1.5 ensure that the contracted CC at all time comply with all normal and
minimum CC procedures and etiquette, or any other reasonable
requirement as may be requested from time to time
2.1.6 ensure that all CC agents receive product and other related training in
order to be fully equipped to promote and sell the MY-care product
2.1.7 ensure that the contracted CC meet minimum targets as per
paragraph 5 below
2.1.8 fully manage and maintain the fee payment procedure

2.2 The CC shall primarily be responsible to:

2.1.2 manage the outbound sale agents who promote the MY-care product
2.1.3 ensure that all MY-care CC agents are well trained and orientated
2.1.4 ensure that all agents at all time acts in a professional, loyally and
faithfully way towards the clients
2.1.5 manage the performance of each agent and ensure that minimum sale
targets are met and manage under performance
2.1.6 monitor and manage the fee payment of all agents
2.1.7 ensure that sales production is formally reported to the Principal on a
daily base

3. THE MY-care PRODUCT STRUCTURE

3.1 The MY-care product and benefit structure is as per Annexure A hereto.

4. EXCLUSIVITY

4.1 The Principal at all time acts in accordance with the exclusivity arrangement as
per the MY-care contract.
5. GUARANTEES and TARGETS

5.1 The CC guarantees that

5.1.1 a minimum of 20 (twenty) active and productive Call Centre sales agents will
be effective to sell the MY-care product within 7 (seven) days of signing of
the Contract
5.1.2 at all time will endeavor to increase the number of Call Centre sales agents
that sell the MY-care product

5.2 The CC undertake to ensure that

5.2.1 each MY-care Call Centre sales agent averages over a 21 (twenty one) day
calendar period a minimum sales per day of 3 (three) MY-care products

6. PROVISION OF DATA LEADS

6.1 The Principal and CC to jointly decide whether the CC will use their own data,
or whether data leads must be provided
6.2 The fees payable to the CC will be calculated as described per paragraphs 7.3
and 7.4 and are based on whether own data leads, or data leads provided, are used.

7. FEE STRUCTURE

7.1 The CC will receive per month a total once off fee based on the number of
active and successful new MY-care debit order paying member registrations for the
month, plus a total recurring fee based on the total number of MY-care active and
successful debit order paying members for the specific month,
7.2 The Principal will calculate fees payable to the CC based on the successful
debit order data received for the CC
7.3 A once off recruitment fee of R240 (Two hundred and forty) if own data is
used, or R230 (two hundred and Thirty) if data is provided is payable to the CC,
per active and successful debit order
7.4 A monthly recurring fee of R40 (forty) if own data is used, or R30 (Thirty) if data
is provided is payable to the CC, per active and successful debit order
7.5 The Principal will activate fee payment to the CC on or before the 10 th of the
month

8. PAYMENT PORTAL

8.1 A Digicash Debit Order Payment Gateway Account or any Debit Payment
Gateway Account of their choice is set up to allow the Principal and CC to
self manage their debits and reports in real time
8.2 The Principal as the main account holder will create a sub account for the CC
in order to enable the CC to self manage their own debits and reports.
9. VOICE RECORDING

9.1 All voice recording mandates at the CC must be stored in a safe place and be
available within 12 (twelve) hours of request.
9.2 All mandates must be stored by the CC for a minimum period of 2 (two)
years
9.3 Debits without correct or no mandates, will not be paid

10. MISREPRESENTATION AND FRAUD

10.1 In the event of debits being run by the CC on MY-care members account due
to fraudulent activity, i.e. misleading clients, misusing the platform etc. will
result in the immediate de-activation of the CC payment portal, as well as the
immediate cancellation of the CC contract
10.2 In any such event as per paragraph 10.1, all payments to the CC will be
withheld for a period of 90 (ninety) days until the disputes are resolved. The
CC will be refunded and the CC will be liable for charges relating to the
transaction.

11. BANK CHARGES

11.1 The feeder off-shore CC will be responsible for any bank charges relating to
all MY-care transactions on the payment platform.

12. DURATION AND TERMINATION:

12.1 This agreement will take effect on ……../……………….. 2014, irrespective

of the date of actual signature, and shall endure for an initial period of 5 years.

12.2 The Principal can give one week written notice to the CC of his intention to
terminate the contract and the CC in its discretion may choose to treat the contract
as terminated forthwith
12.3 On termination of the contract the CC shall:
12.3.1 cease to promote, market, sell or advertise the MY-care product and
opportunity
12.3.2 forfeit 50% (fifty) of monthly recurring fees
12.3.3 at its own cost delete from all its systems all information relating to this
contract, including all information relating to MY-care members

12.4 The CC can give one week written notice to the Principal of their intention to
terminate the contract and the Principal in its discretion may choose to treat the
contract as terminated forthwith
12.5 On termination of the contract the CC shall
12.5.1 cease to promote, market, sell or advertise the MY-care product and
opportunity
12.5.2 forfeit 50% (fifty) of monthly recurring fees
12.5.3 at its own cost delete from all its systems all information relating to this
contract, including all information relating to MY-care members
13. OWNERSHIP OF THE MY-care DATA BASE
13.1 Ownership of the MY-care members’ data base will vest in MY-care
13.2 The Principal as well as the CC have no right to use the MY-care database for
any reason or purpose whatsoever

14. INDEMNIFICATION

14.1 The parties hereby indemnify each other against any claims from whatsoever
nature instituted by third parties and which are based on and related to any of
the prime responsibilities of the other party.

15. NON CIRCUMVENTION

15.1 The Parties agree to abide by the following rules of non-circumvention and
non-disclosure. This covenant and agreement shall survive termination of this
Agreement for any reason whatsoever.

15.2 The parties are furthermore prohibited from developing and marketing an
alternative product and benefit program for the same target group subscribers,
or any other group, or the public at large, without the written consent of the
other party, irrespective of whether such alternative program has any
resemblance to the one which is the subject matter of this agreement, as set out
in Annexure A.

16 DISPUTES AND ARBITRATION:

16.1 Should any dispute arise between the parties hereto with regard to the
interpretation and/or implementation of any one or more of the provisions of
this agreement, either party shall be entitled to submit such dispute to
arbitration.

16.2 No such submission to arbitration may however be effected unless the parties
shall during a period of at least ten days after such dispute had arisen, have
bona fide and diligently endeavoured to settle same on an amicable basis.

16.3 In the absence of an amicable settlement as aforesaid, either party may by way
of written notice to the other give notice of the existence of the dispute and
request that same be submitted to arbitration.

16.4 The parties shall despite the reference of a dispute to arbitration, not be
entitled to withhold or delay any performance in respect of the agreement which
does not relate to the matter in dispute, for that reason.

17. OTHER LEGAL ACTION:

 17.1 Notwithstanding the provisions of clause 16 either party shall in its
discretion have the right to institute action for the enforcement of any of its
rights in terms of this agreement against the other, in any competent South
African court of law, provided that neither party shall with regard to a
particular dispute have such right once that dispute has been referred to
arbitration as envisaged in clause 16.

18 DOMICILIA CITANDI ET EXECUTANDI:

18.1 The parties hereby respectively select the following physical addresses as their
domicilia citandi et executandi and addresses for purposes of despatching notices and
other written communications inter se:

PRINCIPAL:…………………………………………………………………

…………………………………………………………………………

CC:……………………………………………………………………………

…………………………………………………………………………

18.2 Either party shall have the right to amend the respective addresses as
stated in clause 18.1, in part or in whole, provided that the other party shall
only upon expiry of ten DAYS after receipt of a written notice of such
amendment, be deemed to be bound thereby.

19 GENERAL AND ADMINISTRATIVE PROVISIONS:

19.1 CESSION/TRANSFER:

Neither of the parties will be entitled to make over to any third party or to
cede, delegate or otherwise dispose of or encumber its interest in this
agreement or any of its rights or obligations in terms of this agreement without
the written consent of the other party.

19.2 WAIVER:

No waiver by either party shall be binding unless reflected in writing strictly

interpreted as referring only to the particular waiver in respect of which same
had been given.

19.3 SUFFICIENCY OF CONTRACT:

This agreement contains the whole of the contractual relationship between the
parties and no representations, understandings or undertakings preceding the
signature of this agreement and not contained herein, shall in any way be
binding upon the parties.
19.4 INTERPRETATION:

19.4.1 The headings to the chapters and clauses of this agreement have been
inserted for purposes of ease of reference and may not be taken into
consideration in interpreting the provisions of this agreement.

19.4.2 Any reference to Annexure or clause shall mean a reference to a

particular annexure or clause of this agreement, as indicated.

19.4.3 In this agreement the singular also refers to the plural and vice versa,
unless the context clearly requires the contrary.

19.5 AMENDMENTS:

Any of the provisions of this agreement may be amended but only by way of a
written deed of amendment signed by both parties, in which inter alia the
specific clauses so intended to be amended are stated .

19.6 LEGAL COSTS:

Each party shall be responsible for the legal costs incurred by it towards the
negotiation, preparation and signature of this agreement.

19.7 NOTICES:

19.7.1 All notices to be given by the parties inter se in terms of this

agreement, shall only be binding if given in writing.

19.7.2 Any notice as aforesaid and any other written communication between
the parties pursuant to this agreement shall (if, depending on the nature
thereof, addressed to the addressee's physical, postal, or telefax address
reflected in clause 18.1). be deemed to have been received by the
addressee:

(a) on the day of transmission, if by telefax,

(b) on the day of delivery, if by hand, and
(c) seven days after despatch, if by prepaid registered post or
registered airmail.

Thus done and signed on this day of ……………….. 2014

As Witnesses 1
On behalf of Principal

2
On behalf of CC
 ANNEXURE A

offers ALL South Africans and their families

Care & Protection Cover & Wellbeing
that no person can afford to be without

MY-care offers THOUSANDS of Rand of product benefits per annum without the
risk benefits being taken into account.

The MY-care Product Benefit Range:

1. Home Help & Care

2. Roadside Help & Care
3. Trauma Assist
4. Teacher Assist
5. Medical Assist & Emergency Medical Services
6. HIV Assist
7. Bail Protect
8. Funeral Assist
9. Repatriation of Mortal Remains
10. Concierge Assist – the MY-care Personal Assistant (PA)
11. Discounted Shopping
12. Cash Pay Out at Death