IT IS HEREBY AGREED AS FOLLOWS:
PREAMBLE
1.1 WHEREAS the Client is desirous of using Nature’s Farmacy for the dispensing of legal medical cannabis for the Client’s own personal use in a private space/residence, as required for the purposes set out herein, because the Client does not possess the requisite knowledge, skill, space, financial means, or infrastructure to grow the crop;
1.2 WHEREAS RNature’s Farmacy’s chosen Service Providers have the necessary skill and experience in rendering the horticultural expertise to cultivate the desired cannabis for Nature’s Farmacy and has sufficient capacity and resources to perform the cultivation in accordance with Nature’s Farmacy’s needs.
1.3 WHEREAS Nature’s Farmacy acknowledges that their Service Providers are Section 22C licence holding Facilities, as regulated by the South African Health Products Regulatory Authority (SAHPRA). Nature’s Farmacy further acknowledges that they stock GMP compliant cannabis from their Service Providers.
1.4 WHEREAS the Client is a member of Nature’s Farmacy to gain access to Nature’s Farmacy’s products and services. The Client understands a membership is required to legally purchase cannabis products.
1.5 Accordingly, the Client and Nature’s Farmacy enter into this Agreement on and with effect from the Commencement Date, on the terms and subject to the conditions recorded herein and subject to ANNEXURES A to C to this Agreement, the Client acknowledge that this Agreement is binding and the services provided herein are only permissible and valid when rendered through Nature’s Farmacy and no other entity, individual or company providing the same or similar services. The Client further acknowledge that they will be held liable by Nature’s Farmacy for damages suffered due to any breaches of this agreement the illegal use of this Nature’s Farmacy contract or any Nature’s Farmacy product.
CANNABIS SUBSCRIPTION CONDITIONS
2.1 General:
2.1.1 The Client warrants that the services of Nature’s Farmacy have been procured solely for the cultivation of the crop for the Client’s own personal use and the Client warrants that he/she in no way intends to sell, deal in, trade, distribute or commercialise the harvest of Cannabis in contravention of any Laws of the Republic of South Africa.
2.1.2 In the event that the Client contravenes the provisions contained in clause 2.1.1, the Client indemnifies the Service Providers and Nature’s Farmacy against all damages and/or claims, of a civil and/or criminal nature, arising from the Client’s contravention of the provisions contained in clause 2.1.1, to the extent that the Service Providers and Nature’s Farmacy are not found to be involved in the contravention under reference.
2.1.3 The Client’s membership and Services will be terminated with immediate effect in the event that the Client contravenes the provisions contained in clause 2.1.1.
2.1.4 The subscription model offered to the client by Nature’s Farmacy and the related services rendered by the Service Provider are in accordance with the law currently, notwithstanding this legal framework may therefore be subject to change as new legislation is drafted and enacted. The provisions of this Agreement are therefore also subject to change in accordance with the changing law.
CLIENT DUTIES AND RESPONSIBILITIES
3.1 General:
3.1.1 The Client confirms that he/she understands the contents of and accepts the specifications of the subscription model the client has selected.
3.1.2 The Client agrees that it is and will remain the sole lawful owner of the seed/s, crop/s and harvest/s produced on their assigned patch throughout the subscription period, and the rights contained herein may not be ceded or assigned to any third party.
3.1.3 The Client understands that a membership is required to gain access to various cannabis products. A membership is free and is required to purchase cannabis products.
3.1.4 The Client agrees that any additional services or specific inputs not included in the selected subscription model will be charged at an additional cost to the client as quoted and agreed between the parties in terms of the specific additional fee structure. This will be communicated in advance.
SERVICE PROVIDERS DUTIES AND RESPONSIBILITIES
4.1 General:
4.1.1 On and from the commencement date, the Service Provider will provide the cultivating expertise for Nature’s Farmacy on behalf of the Client.
4.1.2 The Service Providers will not purchase the seed/s on behalf of the Client but will, cultivate a variety of cultivars to satisfy Nature’s Farmacy’s Clients.
4.1.5 The Service Provider acknowledges that the cultivation of the crop/s for the Client is strictly for the personal use of the Client only.
4.1.6 The Service Provider undertakes to supply the subscription services promptly, diligently and in a professional manner, in accordance with the practices and high professional standards used in performing services similar to the Services herein.
4.1.7 The Service Provider acknowledges that the Client has a limited visitation right to the Client’s Leased Blockchain and supervised visitation thereto must be pre-arranged with Nature’s Farmacy.
4.2 In this Agreement:
4.2.1 “laws” shall mean all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, rulings, or awards; policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any government body; and the common law, and “law” shall have a similar meaning, as governed within the Republic of South Africa;
4.2.2 references to a South African statutory provision will include any subordinate legislation made from time to time under that provision and will include that provision as modified or re-enacted from time to time;
4.2.3 words importing the masculine gender include the feminine and neuter genders and vice versa; the singular includes the plural and vice versa; and natural persons include artificial persons and vice versa;
4.2.4 references to a “person” include a natural person, company, close corporation or any other juristic person or other corporate entity, a charity, trust, partnership, joint venture, syndicate, or any other association of persons;
4.2.5 if a definition imposes substantive rights and obligations on a Party, such rights and obligations shall be given effect to and shall be enforceable, notwithstanding that they are contained in a definition;
4.2.6 any definition, wherever it appears in this Agreement, shall bear the same meaning and apply throughout this Agreement unless otherwise stated or inconsistent with the context in which it appears;
4.2.7 if there is any conflict between any definitions in this Agreement then, for purposes of interpreting any clause of the Agreement or paragraph of any Annexure, the definition appearing in that clause or paragraph shall prevail over any other conflicting definition appearing elsewhere in the Agreement;
4.2.8 where any number of days is prescribed, those days shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which event the last day shall be the next succeeding Business Day;
4.2.9 where the day upon or by which any act is required to be performed is not a Business Day, the Parties shall be deemed to have intended such act to be performed upon or by the next succeeding Business Day;
4.2.10 any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated as having not been written (i.e. pro non scripto) and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction;
4.2.11 references to any amount shall mean that amount exclusive of VAT, unless the amount expressly includes VAT;
4.2.12 the rule of construction that if general words or terms are used in association with specific words or terms which are a species of a particular genus or class, the meaning of the general words or terms shall be restricted to that same class (i.e. the eiusdem generis rule) shall not apply, and whenever the word “including” is used followed by specific examples, such examples shall not be interpreted so as to limit the meaning of any word or term to the same genus or class as the examples given;
4.2.13 The expiration or termination of this Agreement shall not affect any such of the provisions of this Agreement which are expressly provided to operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the relevant provisions themselves do not provide for this;
CLIENT’S UNDERTAKINGS
5.1 The Client must:
5.1.1 Comply with all applicable laws;
5.1.2 at all times act so as to endeavour to minimise the likelihood of an occurrence that may lead to the termination or breach of this Agreement;
REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of the Service Provider
6.1.1 The Service Provider hereby gives the warranties and guarantees as set out in this Agreement and in this clause 6.
6.1.2 The Service Provider warrants that for the Duration of this Agreement:
6.1.2.1 it shall be capable of providing the Services in accordance with the terms of this Agreement;
6.1.2.2 the provision of the Services and the performance of this Agreement will not infringe any rights (including Intellectual Property Rights) of any person;
6.1.2.3 he has full legal capacity and power to:
6.1.2.3.1 enter into this Agreement and carry out the Services that this Agreement contemplates;
6.1.2.3.2 ensure that the Services are provided in an accurate, timely and consistent manner.
6.1.3 The Service Provider will:-
6.1.3.1 Supply the Services promptly, diligently and in a professional manner, in accordance with the practices and high professional standards used in performing services similar to the Services herein; and
6.1.3.2 Use adequate products and tools to perform the Services in a quality manner;
6.1.4 The Service Provider will comply at all times during the term with all privacy and data protection laws of the Republic of South Africa in relation to the collection, use and disclosure of any Personal Information in the Data in accordance with this Agreement;
6.2 Representations and Warranties of the Client
6.2.1 The Client hereby gives the warranties and guarantees as set out in this Agreement and in this clause 6.
6.2.2 The Client warrants that for the Duration of this Agreement:
6.2.2.1 It is and shall remain the legal owner of the seed/s provided to the Service Provider, the individual plant/s, crop/s and the harvest/s;
6.2.2.2 That the Services of the Service Provider have been procured solely for the cultivation of the crop in order for the Client to use his own personally grown harvest for personal use and the Client warrants that he/she in no way intends to sell, deal in, trade, distribute or commercialise the Client’s cured harvest of Cannabis in contravention of any Laws of the Republic of South Africa;
6.2.2.3 the provisions of this Agreement will not infringe any rights (including Intellectual Property Rights) of any person;
6.3 Reliance on representations and warranties
The Service Provider acknowledges that the Client has executed this Agreement and has agreed to take part in the services that this Agreement contemplates in reliance on the representations and warranties that are made or repeated in this clause and in this Agreement.
INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION
7.1 General
7.1.1 The Parties agree that, except where expressly indicated otherwise in this Agreement, including in any Annexures to this Agreement, all Intellectual Property Rights are owned by Nature’s Farmacy as indicated in this clause 7 and shall be the exclusive property of Nature’s Farmacy.
7.1.2 The specific cultivation techniques utilised by the Service Provider in this Agreement shall remain the exclusive intellectual property of the Service Provider.
7.1.3 The Client acknowledges and agrees that, save as set out in this Agreement, all rights (including Intellectual Property Rights), title and interest in Data, documents, Reports, software, systems and other material made available to the Client by One National shall remain vested in Nature’s Farmacy.
7.1.4 The parties specifically agree that the Intellectual Property in respect of any and all software or computer programs developed or utilised in respect or in connection with this Agreement, whether developed exclusively for Nature’s Farmacy under this Agreement or otherwise, shall at all times remain vested in Nature’s Farmacy or the rightful owner thereof, notwithstanding anything to the contrary contained in this Agreement.
7.1.5 The Client acknowledges and agrees further, that all Intellectual Property Rights which are conceived and created by any agents or third parties on behalf of Nature’s Farmacy in connection with this Agreement and the Services shall vest and remain vested in Nature’s Farmacy.
7.1.6 This Agreement, save as specifically provided otherwise in this Agreement, does not constitute a license to the Parties to use any of Nature’s Farmacy’s Intellectual Property Rights at any time without the prior written consent of Nature’s Farmacy.
7.1.7 Nature’s Farmacy shall be solely responsible for and shall obtain any and all rights, licenses, releases, consents, waivers, and clearances necessary to make use of any creative materials used and/or incorporated as part of the Services and used and/or incorporated in or necessary to the performance of the Services.
7.2 Confidential Information
7.2.1 Title to the Confidential Information
7.2.1.1 The Parties acknowledge that all rights, title and interest in and to the Confidential Information vests in the Party disclosing the Confidential Information (“the Disclosing Party”) and that the Party receiving the Confidential Information (“the Receiving Party”), has no claim of any nature in and to the Confidential Information and the provision of Confidential Information by the Disclosing Party to the Receiving Party does not constitute in any way an implied license to use the Confidential Information other than as expressly set out in this Agreement.
7.2.1.2 The Receiving Party shall under no circumstances challenge the Disclosing Party’s right, title and interest in and to the Confidential Information.
7.2.2 Period of Confidentiality
The provisions of this clause 7.2 shall remain in force indefinitely.
SEVERABILITY
8.1 Any binding provision or term of this Agreement which is or may become illegal, invalid or unenforceable shall be ineffective to the extent of such prohibition or unenforceability and shall be treated as pro non scripto and severed from the balance of this Agreement, without invalidating the remaining binding provisions and terms of this Agreement or affecting the validity or enforceability of such provision or term in any other jurisdiction.
LIABILITY
8.2 The liabilities of both Parties are governed by the terms, representations, warranties, procedures, indemnities, expressly recorded in the Agreement and Annexures. Any form of consequential and indirect losses or damages are specifically excluded, notwithstanding anything to the contrary contained in this Agreement.