1.DEFINITIONS

1.1. For the purpose of this Agreement:

“Approved Membership Tier” means the Membership Tier stated in Schedule 6 of this Agreement and assigned to the Member based on the information provided by the Member to the Hub and partly stated in Schedule 1 of this Agreement.

“Core Membership Benefits” means the benefits available to all Membership Tiers and stated in Schedule 2 of this Agreement.

“Full-Stack Membership Benefits” means the benefits available to Full-Stack Members and stated in Schedule 4 of this Agreement.

“Full-Stack Plus Membership Benefits” means the benefits available to Full-Stack Plus Members and stated in Schedule 5 of this Agreement.

“Membership Tier” means SWIFT, Full-Stack and Full-Stack Plus membership.

“SWIFT Membership Benefits” means the benefits available to SWIFT Members and stated in Schedule 3 of this Agreement

2. MEMBERSHIP TIERS AND FEES

2.1. The Hub offers three tiers, namely SWIFT, Full-Stack and Full-Stack Plus, of membership and benefits as set out in the respective Schedules to its members.

2.2. The eligibility for the Membership Tiers are as follows:

2.2.1. SWIFT Member – Start-up with Annual Turnover under USD 250,000

2.2.2. Full-Stack Member – Annual Turnover between USD 250,000 and USD 1,000,000

2.2.3. Full-Stack Plus Member – Annual Turnover over USD 1,000,000

2.3.The Membership Fees applicable for the respective tiers are as follows:

2.3.1. SWIFT Membership – Annual fee of USD 600

2.3.2. Full Stack Membership – Annual fee of USD 3,600

2.3.3. Full-Stack Plus Membership – Annual fee of USD 7,500

2.4. The Membership Tier assigned to the Member is subject to the appropriate checks being carried out by the Hub and thereupon will be stated in Schedule 6 as the Approved Membership Tier.

3. TERM AND TERMINATION

3.1. Term

Unless terminated in accordance with this Section, this Agreement becomes effective and shall be dated on the date upon which it is last signed by either of the Parties (the “Effective Date”) and will continue in effect for a period of one (1) year (the “Term”).

This Agreement shall automatically renew for a successive period of one (1) year (the “Renewal Term”) subject to the Member’s compliance with the terms of this Agreement and payment of the applicable Membership Fees. The automatic renewal shall apply unless either Party provides a written notice of non-renewal at least thirty (30) days prior to the end of the Term, in which event the Agreement shall terminate at the end of the Term.

3.2. Termination

Membership to the Hub shall be terminated in any of the following events (i) the Member’s written cancellation of membership, (ii) failure to timely pay applicable Membership Fees or other charges, (iii) if in the opinion of the Hub after consultation with the Advisory Board, the Member has violated the Hub’s values, and/or (iv) is otherwise no longer a suitable Member of the Hub. This Agreement shall be deemed terminated upon termination of the Member’s membership. There will be no refund in case of termination of any new contractual yearly period.

3.3. Survival

In the event of termination, Clauses 4.2, 4.3, 4.4, 4.5, 4.6 this Agreement shall survive and remain in effect. The Member shall be obligated to pay all costs, expenses and dues that have accrued prior to the effective date of termination.

4. RIGHTS AND OBLIGATIONS

4.1. Policies

The Member agrees to abide by the applicable provision of the Hub’s Constitution and the principles and values of the Hub, and any other applicable Hub policies as may be adopted or amended from time to time by the Hub upon reasonable notice and in accordance with the Hub’s Constitution.

4.2. Membership Fees and Dues

4.2.1. The Member agrees to pay any Membership Fee due to the Hub in accordance with Clause 2 of this Agreement.

4.2.2. SWIFT Member

Payment of Membership Fee is made yearly, or can be issued quarterly on request (but in no event later than each quarter).

4.2.3. Full-Stack and Full-Stack Plus Member

Payment of first annual payment shall be due upon execution of this Agreement. Subsequent payments shall be due on or before expiry of the 12-month membership period thereafter, unless the Member provides prior written notice in accordance with Clause 3.1 that it does not intend to renew its membership or the Hub notifies the Member that the Hub has been dissolved or is no longer offering not-for-profit memberships generally. Each membership year shall commence upon signing of this agreement. Payments are to be effected by way of bank transfer. Invoices will be sent to the member within the first three weeks post signing of this agreement.

4.3. Confirmation of Membership

4.3.1. SWIFT Membership

SWIFT Membership is subject to receipt of USD 600 representing payment for the first year of membership.

Publicity of SWIFT Membership will be subject to submission of required legal documents including the Certificate of Incorporation, Memorandum and Articles of Association or Constitution, Passport and Proof of Address.

In the event that any of the required legal documents are not received by the Hub within one month of the aforesaid payment, the Hub reserves the right to terminate the membership in accordance with Clause 3.2 of this Agreement.

4.3.2. Full-Stack Membership

Full-Stack Membership is subject to receipt of USD 3600 representing payment for the first year of membership.

Publicity of Corporate Membership will be subject to submission of required legal documents including the Certificate of Incorporation, Memorandum and Articles of Association or Constitution, Latest Audited Financial Statements, Register of Directors, Register of Shareholders, Passport and Proof of Address of any 2 Directors.

In the event that any of the required legal documents are not received by the Hub within one month of the aforesaid payment, the Hub reserves the right to terminate the membership in accordance with Clause 3.2 of this Agreement.

4.3.3. Full-Stack Plus Membership

Full-Stack Plus Membership is subject to receipt of USD 7500 representing payment for the first year of membership.

Publicity of Corporate membership will be subject to submission of required legal documents including the Certificate of Incorporation, Memorandum and Articles of Association or Constitution, Latest Audited Financial Statements, Register of Directors, Register of Shareholders, Passport and Proof of Address of any 2 Directors.

In the event that any of the required legal documents are not received by the Hub within one month of the aforesaid payment, the Hub reserves the right to terminate the membership in accordance with Clause 3.2 of this Agreement.

4.4. Costs and Expenses

The Member shall bear all of its own costs and expenses related to membership in the Hub including, but not limited to, compensation payable to the Member’s employees and consultants and all travel and other expenses associated with the Member’s participation in the Hub’s activities.

4.5. Use of Names and Publicity

The Member may disclose and publicise its membership to the Hub in accordance with the terms of this Agreement and any guidelines which the Hub issues.

The Member agrees to publicly announce membership upon joining the Hub and to provide its logo, in an appropriate format, which enables the Hub to reasonably conduct its marketing activities.

The Member undertakes to cease publicising its membership to the Hub upon termination of this Agreement.

The Member hereby grants to the Hub the right to reproduce and use the Member’s Logo for the purposes of this Agreement, subject to the following terms and conditions:

(a) the trademarks and/or logos shall only be used in relation to the subject matter herein;

(b) neither Party shall use the other Party’s trademarks and/or logos in any manner which reflects unfavourably upon the good name, reputation and image of that Party and in any manner which is contrary to applicable laws or regulations in the Republic of Mauritius;

(c) all uses by the one Party of the other’s trademarks and/or logos shall accurately reproduce their colour, design and appearance as instructed in writing from time to time by that Party;

4.6. Non-Liability

The Member shall not be liable for any debts, liabilities, or obligations of the Hub by reason of being a Member.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1. Confidentiality

The Hub shall treat and maintain all information, including any personal data, provided by the Member pursuant to this Agreement as confidential.

The Parties acknowledge that the obligations of confidentiality shall not apply in the event that either Party is required by law, or under a binding order of a government agency, or under an order for discovery in any proceedings to disclose any confidential information, including any personal data, provided by either Party pursuant to this Agreement

This confidentiality provision shall survive the termination of the Agreement.

5.2. Data protection

The Parties undertake to abide by any and all applicable data protection legislations in force in the Republic of Mauritius.

6. MISCELLANEOUS PROVISIONS

6.1. Authority to Execute

The Member hereby represents and warrants to the Hub that the Member has the full right, power, authority and legal capacity to enter into and execute this Agreement, and that the Member has taken all actions necessary to authorise it to enter into and perform its obligations under this Agreement.

6.2. Entire Agreement

This Agreement and the documents referred to herein, constitute the entire agreement between the Parties, and supersede all prior agreements, understandings and negotiations, with respect to the subject matter hereof.

6.3. Amendment

The Hub may from time to time modify the terms of this Agreement in accordance with the bylaws and policies of the Hub. All amendments shall be prospective unless the Parties agree otherwise in writing.

6.4. Assignment

Neither this Agreement nor any rights hereof, in whole or in part, are assignable by the Member without the prior written consent of the Hub, except upon a change of control or a sale of all or substantially all assets involving the Member, or by operation of law.

6.5. Relationship of Parties

This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the Parties. Nothing in this Agreement shall be construed to prohibit or restrain the entry by the Member into any separate contract or agreement with other Members or third parties on any terms.

6.6. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Republic of Mauritius.

6.7. Counterparts

This Agreement may be executed in one or more counterparts, which may be electronic counterparts, each of which shall be deemed to be an original, but collectively shall constitute one and the same Agreement.