Net 1 UEPS Technologies, Inc.: Exhibit 10.52 - Filed by newsfilecorp.com







	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE
      24b-2 
	
      Certain portions of this exhibit have been omitted
      pursuant to a request for confidential treatment under Rule 24b-2
      of the Securities Exchange Act of 1934, as amended. The omitted
      materials have been filed separately with the Securities and
      Exchange Commission. 



 

SERVICE LEVEL AGREEMENT 

 

Between 

 

SOUTH AFRICAN SOCIAL SECURITY AGENCY

 

And 

 

CASH PAYMASTER SERVICES (PTY) LTD 





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	1
      	PREAMBLE
      	3
	2
      	DEFINITIONS
      	4
	3
      	INTERPRETATIONS
      	8
	4
      	CONTRACT
      DURATION 	9
      
	5
      	THE
      SERVICES 	9
	6
      	PRE-
      FUNDING METHOD 	11
	7
      	FEES
      	12
	8
      	INVOICING
      AND PAYMENT 	13
	9
      	SOCIAL
      RESPONSIBILITY DEVELOPMENT FUND (SRDF)/ RDP 	14
	10
      	ROLES
      AND RESPONSIBILITIES 	14
	11
      	ENROLMENT
      	16
	12
      	CARDS
      	17
	13
      	PAYMENT
      COMPLIANCE 	18
	14
      	INFRASTRUCTURE,
      EQUIPMENT AND FACILITIES 	23
	15
      	SECURITY
      	25
	16
      	MANAGEMENT
      COMMITTEES 	26
	17
      	COMMUNICATION
      	27
	18
      	WARRANTIES
      AND UNDERTAKINGS 	34
	19
      	LIMITATION
      OF LIABILITIES 	35
	20
      	INTELLECTUAL
      PROPERTY RIGHTS 	35
	21
      	THE
      PROPERTY IN POSSESSION OF THE PARTIES 	36
	22
      	CONFIDENTIALITY
      	37
	23
      	FORCE
      MAJEURE 	38
      
	24
      	BREACH
      AND TERMINATION 	39
	25
      	DISPUTE
      RESOLUTION 	40
	26
      	APPLICABLE
      LAW 	41
	27
      	ASSIGNMENT
      AND CESSION 	41
	28
      	SEVERABILITY
      	41
	29
      	WAIVER
      	42
	30
      	MODIFICATION
      	42
	31
      	NOTICES
      AND DOMICILIUM 	43
	32
      	PHASE
      IN AND PHASE OUT 	44
	33
      	ENTIRE
      AGREEMENT 	44


2





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	1 	
      PREAMBLE

	 	 	 
		
      Whereas a number of agreements (SLA’s) existed between
      the Agency and the following entities:

	 	 	 
		
      Cash Paymaster Services (North West) (Pty) Ltd;

	 	 	 
		
      Cash Paymaster Services (KZN) (Pty) Ltd;

	 	 	 
		
      Cash Paymaster Services (Northern Cape) (Pty)
  Ltd;

	 	 	 
		
      Cash Paymaster Services (Northern) (Pty) Ltd;
  and

	 	 	 
		
      Cash Paymaster Services (Eastern Cape) (Pty)
  Ltd.

	 	 	 
		1.1   	
      Whereas the service level agreement (Interim Agreement)
      between the South African Social Security Agency and Cash Paymaster
      Services (Pty) Ltd (CPS) for the Cash Payment of Grants to Beneficiaries
      in the Service Location terminated on the 31st March
    2010.

	 	 	 
		1.2   	
      And whereas the Parties realised the need for continued
      Payment of Grants to Beneficiaries in the Service Location. In order to
      circumvent this situation, on 25 March 2010 the Parties extended the
      Interim Agreement for a further three (3) month period terminating on the
      30th of June 2010.

	 	 	 
		1.3   	
      And whereas there is a need for the continued Payment of
      Grants, the Parties have engaged in negotiations and agreed that CPS will
      be contracted on the terms and conditions set out herein for the Payment
      of Grants to the Beneficiaries in the Service Location, which contract is
      to take effect from the 1st July 2010.

	 	 	 
		1.4   	
      And whereas the Parties agree that for the purpose of
      this Agreement, the provincial demarcations shall not affect the Service
      Location in terms of this Agreement.

	 	 	 
		1.5   	
      Therefore the Parties wish to record their agreement in
      writing and agree as follows:-



3





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	2 	
      DEFINITIONS

	 	 
		
      Unless the context indicates otherwise, the words and
      expressions set out below shall bear the following meanings and cognate
      expressions shall bear corresponding meanings:



“Agreement” means the agreement
as set out in this document together with any annexure hereto; “Contract” shall
have a corresponding meaning; 

“Alternative Identification”
means the documents as prescribed by the SASSA in terms of Regulation 11.1 of
the Social Assistance Act, 2004 (Act 13 of 2004); 

“Approved Recipients” means
Enrolled Recipients approved, by SASSA, for Payment; 

“AFIS” means Automated
Fingerprint Identification System;

“Beneficiary” means an eligible
person who receives one or more Grants;

“Biometric Data” means
information captured during the Enrolment process;

“Biometric Identification”
means the identification of a person by using AFIS computer technology; 

“Biometric Verification” means
the verification of each Beneficiary by using computer technology to verify the
relationship between a Beneficiary and his/her fingerprints already captured
previously during Enrolment; 

“Business Day” means Monday to
Friday between the hours of 08:00 to 16:30, excluding Saturdays, Sundays or a
day which from time to time is proclaimed a public holiday in the Republic of
South Africa. “Business Days” shall have a corresponding meaning; 

“Calendar Month” means a period
from the first day of a month to the last day of a month; 

4



 

	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 



“Card” means a plastic chip
card which contains the Contractor’s Payment application that facilitates online
and offline Payment issued by the Contractor to a Beneficiary to be used for the
purpose of receiving a Grant; 

“Cash” means the dispensing of
Grants to the Recipients through automated cash dispensing machines at
designated Pay points, and payments by use of Card; 

“Card Reader” means the
electronic device linked to the Payment unit that verifies the Biometric
information stored on the Card with the Biometric information of a particular
Recipient; 

“Contact Person” means the
relevant person(s) appointed by the Contractor and SASSA from time to time, to
oversee the execution of this Agreement and whose names will be disclosed to the
other Party in writing; 

“Confidential Information”
means information defined as such in clause 22 of this Agreement; 

“Contractor” means Cash
Paymaster Services (Pty) Ltd a private company duly registered and incorporated
in terms of the Company Laws of the Republic of South Africa bearing
registration number 1971/007195/07; 

“District” means a specific
geographical area where Beneficiaries reside within a Service Location; 

“Effective date” means the 1st
July 2010, notwithstanding the date of signature;

“Enrolled Recipients” means
Recipients Enrolled by the Contractor or who received Payments from the
Contractor on Effective date; 

“Enrol” means the capturing and
registration of the Recipients fingerprints;

“Fees” means the amounts SASSA
shall pay to the Contractor for the rendering of the Services in accordance with
this Agreement; 

5



 

	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 



“Grants” means social grants as
defined in the Social Assistance Act, 2004 (Act 13 of 2004); 

“Help Desk Official” means the
SASSA employees responsible for the provisioning of information and services
regarding social grant payments to the Beneficiaries at the Pay points; 

“Intellectual Property” means
all intellectual property rights, whether or not registerable, including but not
limited to copyright, patents, proprietary material, Confidential Information,
trademarks, design, know-how, trade secrets, new proprietary and secret
concepts, methods, techniques, processes, adaptations, ideas, technical
specifications and testing methods; 

“Invoice” means the original
tax invoice reflecting the consideration (or the adjusted consideration (if
any)) owing by SASSA to the Contractor and which conforms to the provisions of
the Value Added Tax, Act1991 (Act89 of 1991); 

“Maintenance” means cleaning of
facilities by the Contractor at Pay points and ensuring that the facilities are
left in the same condition as when payment commenced, including the fixing of
any damages and breakages which occurred during the usage of the Pay point
facilities provided the damages were caused by negligence of the Beneficiaries
(save wilful acts), Contractor or its employees; 

“Merchant Acquiring System”
means the alternative payment solution whereby Approved Recipients can utilise
their Cards to load Grants, spend and/or make cash withdrawals; 

“Norms and Standards” means the
norms and standards contained in the extract only of the document attached
hereto marked “A”; 

“Parties” means the Contractor
and SASSA and “a Party” shall have a corresponding meaning; 

“Participating Merchants” means
merchant stores appointed by the Contractor that have installed the Merchant
Acquiring System; 

6



 

	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 



“Payment” means the loading of
a Grant due to a Beneficiary, as per SOCPEN instruction, and the disbursement
thereof in the form of Cash. “Pay” used in the same context shall have a
corresponding meaning; 

“Payment Cycle” means the
period in which Payments are allowed to be effected by the Contractor, as agreed
between the Contractor and SASSA from time to time from one Payment File to
another; 

“Payment Date” means the
Business day in any given Payment Cycle upon which Payment is to be made by the
Contractor, as specified in the Payment Schedule; 

“Payment File” means the
electronic information as per the SOCPEN database provided to the Contractor by
SASSA, which contains all the information needed to effect Payments to Approved
Recipients; 

“Payment Period” means the
number of Business Days in which Payments are made in a specific month; 

“Payment Team” means the
Contractor’s employees responsible to effect Payment of Grants during the
Payment Cycle; 

“Pay points” means designated
venues with basic facilities agreed upon between SASSA, and the Contractor from
time to time, which are in compliance with the standards set out in annexure
B; 

“Payment Schedule” means the
Payment times, dates and venues agreed upon between SASSA and Contractor; 

“Prime Interest Rate” means the
publicly quoted variable basic rate of interest rate per annum, compounded
monthly on the capital amount in arrears; excluding interest compounded on the
outstanding interest; 

“Procurator” means a procurator
as defined in the Social Assistance Act, 2004 (Act 13 of 2004); 

7



 

	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 



“Recipient” means a Beneficiary
or Procurator that is entitled to receive one or more Grant/s; 

“Regulations” means regulations
in terms of the Social Assistance Act, 2004 (Act 9 of 2004); 

“SASSA” means the South African
Social Security Agency, being a Schedule 3A Public Entity established by the
South African Social Security Agency Act 2004, (Act 9 of 2004), which is
responsible for the management, administration and payment of Grants; and
“Agency” shall have a corresponding meaning; 

“Services” means the Cash
Payment services the Contractor shall render to the Agency for the management
and administration of the Payment of Grants to the Approved Recipients in terms
of this Agreement; 

“Service Location” means the
five Provinces, being, part of the Eastern Cape, Kwa-Zulu Natal, Limpopo,
Northern Cape and North West, “Regions” shall have a corresponding
meaning; 

“SOCPEN” means the National
Government’s computerized Grant administration system; 

“SOCPEN database” means all
information captured by SASSA and stored on SOCPEN that relates to all
Beneficiaries registered in the Service Location; 

“VAT” means value added tax in
terms of the Value Added Tax Act, 1991 (Act 89 of 1991) or any similar tax on
the supply or sale of goods and/or services. 

	3 	
      INTERPRETATIONS

	 	 	 
		3.1   	
      Any reference in this Agreement to legislation or
      subordinate legislation is reference to such legislation or subordinate
      legislation at the date of signature hereof and as amended and/or
      re-enacted from time to time.



8





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	3.2   	
      Words importing: (a) the singular shall include the
      plural, and vice versa; (b) the masculine gender shall include the
      feminine and neuter genders, and vice versa; and (c) natural persons shall
      include legal persons, and vice versa.

	 	 	 
	 	3.3   	
      In the event of ambiguity, the rule of construction that
      the contract shall be interpreted against the Party responsible for the
      drafting thereof, shall not apply in the interpretation of this
      Agreement.

	 	 	 
	 	3.4   	
      Where any provision of this Agreement requires a Party to
      perform any act in writing, this requirement will only be satisfied if
      such performance is made in a written or paper based form. The provisions
      of the Electronic Communications and Transactions Act, 2002 (Act 25 of
      2002) are expressly excluded from this Agreement.

	 	 	 
	 	3.5   	
      Where any term is defined within the context of any
      particular clause in this Agreement, it shall bear the same meaning as
      ascribed to it for all purposes in terms of this Agreement,
      notwithstanding that the term has not been defined in the definition
      clause.

	 	 	 
	 	3.6   	
      When any number of days is prescribed in this Agreement,
      same shall be reckoned exclusively of the first and inclusively of the
      last day.




	4 	
      CONTRACT DURATION




		
      4.1 
	
      The Contract is valid for a period of nine (9) months
      effective from 1st July 2010 to 31st March
    2011.

	 	 	 
		
      4.2 
	
      The rights and obligations of the Parties in terms of and
      pursuant to the provisions of this Agreement shall commence on the
      Effective date and shall remain in force until 31 March
  2011.




	5 	
      THE SERVICES

	 	 	 
		5.1   	
      The Contractor shall render the following services in
      terms of and in accordance with the service levels contained in this
      Agreement:



9 





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	5.1.1   	
      Enrolment of all Recipients in the Service
    Location;

	 	 	 
	 	5.1.2   	
      Issuing of Cards to Recipients enrolled by the
      Contractor;

	 	 	 
	 	5.1.3   	
      Payment to all Enrolled Recipients in the Service
      Location;

	 	 	 
	 	5.1.4   	
      Reconciliation of paid and unpaid Grants in respect of
      Enrolled Recipients;

	 	 	 
	 	5.1.5   	
      Reconcile Payment information on a daily basis and must
      at all times make reconciled Payment information electronically accessible
      to the Agency at no additional cost;

	 	 	 
	 	5.1.6   	
      Upon request provide the Agency, with additional report
      analysis, at no additional cost, provided that the requests are
      reasonable; and

	 	 	 
	 	5.1.7   	
      Disseminate information to Enrolled Recipients, via
      Payment receipts, as and when requested in accordance with this
      Agreement.




	 	5.2   	
      In performing the Services, the Contractor
  shall:

	 	 	 	 
	 		5.2.1   	
      Comply with the Agency’s approved management and
      administration of Payment procedures in terms of the Norms and
      Standards;

	 	 	 	 
	 		5.2.2   	
      Assume responsibility, whether technical or otherwise,
      for the performance of the Services, which comply with professional
      standards employed by service providers performing work of a comparable
      nature;

	 	 	 	 
	 		5.2.3   	
      To endeavour to improve and enhance the quality of the
      Services during the course of this Agreement; in consultation with the
      Agency and within the terms of the Agreement;

	 	 	 	 
	 		5.2.4   	
      Continually seek alternatives to optimise secure, cost
      efficient and convenient means of Payment for the benefit of the
      Recipients with prior written approval from the Agency’s designated
      official;



10





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	5.2.5   	
      Perform the Services within normal working hours on
      Business Days as well as any additional hours as may reasonably be
      required by the Agency in consultation with duly designated
    official;

	 	 	 
	 	5.2.6   	
      Liaise exclusively with and take instructions exclusively
      from the authorised representative/s of the Agency;

	 	 	 
	 	5.2.7   	
      Under no circumstances have any authority whatsoever to
      contract in the name of, or to create any liability whatsoever in the name
      of, or on behalf of the Agency;

	 	 	 
	 	5.2.8   	
      Perform the Services at the Pay points, provided that the
      Contractor may make use of additional Payment infrastructures at its
      disposal with prior written approval from the Agency’s designated
      official.




	 	5.3   	
      The Contractor shall facilitate the staggering of Payment
      Dates and the necessary system changes as required by the Agency in order
      to ease congestion at Pay points, in consultation with the Agency; It is
      however noted that the allocation of Recipients to Pay points lies solely
      with SASSA.

	 	 	 
	 	5.4   	
      Every attempt should be made to ensure that no Recipient
      spends longer than two (2) hours waiting for Payment at the Pay
    point.

	 	 	 
	 	5.5   	
      Security at the Pay point and cash in transit is the
      Contractor’s responsibility.




	6 	
      PRE- FUNDING METHOD

	 	 	 
		6.1   	
      SASSA agrees to make available the monies required by the
      Contractor, which will be utilised for the rendering of the Services to
      the Approved Recipients (“pre-fund”). The Payments due to the Approved
      Recipients during any given Payment Date will be paid to the Contractor 48
      (forty-eight) hours prior to commencement of the applicable Payment Date.
      This implies that the Agency will arrange to pre-fund the Contractor forty
      eight (48) hours before the actual Payment Date, and not two days or 48
      hours before the entire Payment Cycle.



11





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	6.2   	
      The Contractor will advise the Agency within 5 (five)
      working days before the start of the next month’s Payment Cycle of the
      cash requirements for each Payment Date. However the cash requirement for
      the first five Payment Dates should be based on the actual Payments
      effected in the preceding Payment Cycle for those dates coupled with the
      increase in Payments effected between the preceding two months’ Payment
      Cycles for those first five Payment Dates.

	 	 	 
	 	6.3   	
      One day after the provision of the SOCPEN Payment
      extraction, the Contractor shall provide the Agency with a second advance
      pre-funding for the remainder of the days of the Payment Cycle (which will
      be based on the actual Payments per Payment Dates).

	 	 	 
	 	6.4   	
      Bank charges incurred on the Contractor’s bank account
      will be for the account of the Contractor.




	7 	
      FEES

	 	 	 
		7.1   	
      In consideration for the rendering of the Services, the
      Agency shall pay to the Contractor the Fees.

	 	 	 
		7.2   	
      The fees for the Services per Payment Cycle will be
      calculated in accordance with the following formula:-

	 	 	 
			
      Service fee = ([***] Recipients guaranteed by the
      Agency x R[***])

	 	 	 
		7.3   	
      The Parties agree and confirm [***], as being the
      guaranteed Grants Recipients baseline (‘‘the Baseline”) per Payment
      Cycle.

	 	 	 
		7.4   	
      It is agreed that any additional numbers in excess of the
      Baseline will be charged at a rate of R[***] per
  Recipient.

	 	 	 
		7.5   	
      The Parties agree that the Contractor will issue a
      consolidated Invoice covering the Service Location, and the Invoice must
      also provide details indicating an increase or decrease of Recipients per
      Province;



12





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	7.6   	
      In the event that the Agency requires the Contractor to
      render additional services to the Agency, which do not form part of the
      Services, the Contractor may be requested to render such services in
      accordance with a negotiated service fee for such service;

	 	 	 
	 	7.7   	
      Lost or replacement Cards will be issued by the
      Contractor and invoiced to SASSA at a rate of R[***] per
      replacement.

	 	 	 
	 	7.8   	
      The Parties agree that all amounts payable in terms of
      this Agreement are VAT inclusive.




	8 	
      INVOICING AND PAYMENT

	 	 	 	 	 
		8.1   	
      SASSA shall effect payment not later than thirty (30)
      days after receipt of the Invoice and reconciled Payment report from the
      Contractor and payment shall be in accordance with the
following:

	 	 	 	 	 
			8.1.1   	
      The Agency shall make all payments into the Contractor’s
      nominated bank account. The bank account details shall be communicated to
      the Agency in writing, from time to time;

	 	 	 	 	 
			8.1.2   	
      Immediately upon the Agency making payment of the fees by
      way of bank transfer, the Agency’s liability towards the Contractor will
      be deemed to have been complied with, in respect of such payment
    made;

	 	 	 	 	 
			8.1.3   	
      All original Invoices must be forwarded to the Agency’s
      address as stated in clause 32. The Contractor shall issue separate
      monthly Invoices, in respect of each Service Location, with detailed
      information for each Province, for the:

	 	 	 	 	 
				8.1.3.1   	
      Fees for the total number of Recipients paid out as per
      the SOCPEN reconciliation report in the applicable Payment Cycle relative
      to the number of guaranteed Baseline Recipients in the Service
      Location;

	 	 	 	 	 
				8.1.3.2   	
      Enrolment fees for the total number of new Recipients
      enrolled, per province in that Payment Cycle; and



13





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	8.1.3.3   	
      Any other services rendered, as agreed between the Agency
      and the Contractor.




	 	8.1.4   	
      No payment of Fees will be effected before verification
      to the final SOCPEN reconciliation numbers has taken place. Verification
      of Invoices must be concluded within two (2) days of SOCPEN
      reconciliation. The Contractor may submit an Invoice after completion of
      every Payment Cycle.

	 	 	 
	 	8.1.5   	
      For the period of this Contract, no price increases for
      Fees will be effected.

	 	 	 
	 	8.1.6   	
      Should this Contract be extended, price increases will be
      negotiated separately at the time of the extension.

	 	 	 
	 	8.1.7   	
      Fees paid later than the due date shall bear interest at
      the Prime Interest Rate, calculated from and including the due
  date,

	 	 	 
	 	8.1.8   	
      The Contractor undertakes to refund the Agency any and/or
      all unpaid pre- funded amounts with interest earned thereon at least two
      (2) days after the end of the submission of the SOCPEN reconciliation
      file.




	9 	
      SOCIAL RESPONSIBILITY DEVELOPMENT FUND (SRDF)/
      RDP

	 	 	 
		9.1   	
      The Parties agree that the Contractor will not be
      required to contribute to the Social Responsibility Funds/ RDP funds;
      and

	 	 	 
		9.2   	
      The Contractor must ensure that the accumulated funds as
      per annexure “C” are transferred to a SASSA nominated bank account
      within 30 days of signature of this Agreement.

	 	 	 
	10 	
      ROLES AND RESPONSIBILITIES

	 	 	 
		10.1   	
      Agency: The Agency will be responsible for the
      following:




	 	10.1.1   	
      Make available the relevant and correct Payment File to
      the Contractor;



14 





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	10.1.2   	
      Providing the Contractor with relevant Payment details of
      all Recipients within the time limits as per the SOCPEN cut-off schedule.
      The details required must be in terms of the agreed linkage specification
      format;

	 	 	 
	 	10.1.3   	
      Correcting errors or inaccuracies which may occur on the
      electronic records supplied to the Contractor;

	 	 	 
	 	10.1.4   	
      Training of its own staff;

	 	 	 
	 	10.1.5   	
      Ensuring that all information supplied by it is
      unambiguous and in a form that can be utilised by the Contractor, and that
      it complies with the specifications for such information required by the
      Contractor from time to time;

	 	 	 
	 	10.1.6   	
      The Agency shall publish or cause to be published all
      information relating to Payment Dates and Payment times per Pay point, and
      shall ensure that such information reaches all Recipients at least one
      month in advance;

	 	 	 
	 	10.1.7   	
      The Agency must provide a minimum of 1 (one) official per
      the Contractor’s Payment Team who will serve as a Help Desk Official and
      who will handle all Payment related queries from
  Recipients;




	 	10.2   	
      Contractor: The Contractor shall be responsible for
      the following:

	 	 	 	 
	 		10.2.1   	
      Make available the relevant, correct and reconciled
      Payment data to the Agency;

	 	 	 	 
	 		10.2.2   	
      The electronic transfer of information captured by the
      Contractor relating to the Enrolment of Beneficiaries and Procurators.
      Such information must be forwarded to the Agency within the time limits as
      per the SOCPEN cut-off schedule.

	 	 	 	 
	 		10.2.3   	
      Within 2 days after submission of the SOCPEN
      reconciliation file, issue the Agency with a certificate, which certifies
      that the amounts pre-funded by the Agency for the Payments during the
      preceding Payment Cycle, has been either paid out to Recipients in full,
      alternatively refunded to the Agency.



15





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	10.2.4   	
      Provide the Agency with a written confirmation of
      Payments that have been stopped, within 24 hours.

	 	 	 
	 	10.2.5   	
      Make available, upon request, information to the Auditor
      General and the Agency.

	 	 	 
	 	10.2.6   	
      Training of its own staff.

	 	 	 
	 	10.2.7   	
      Maintain and safeguard all Beneficiary data provided to
      it by the Agency.

	 	 	 
	 	10.2.8   	
      The Maintenance of the Pay
points




	 	10.3   	
      The Parties shall be jointly responsible
    for:

	 	 	 	 
	 		10.3.1   	
      The Contractor’s employees and security staff will be
      trained to treat the Beneficiaries and Procurators with dignity and
      humanity they deserve.

	 	 	 	 
	 		10.3.2   	
      The implementation of a system which caters for
      “emergency” stop Payments must always be an instruction from the Agency to
      the Contractor in writing. SASSA undertakes to provide the Contractor with
      a written instruction at least 2(two) days prior to the “emergency” stop
      Payment being effected by the Contractor.




	11 	
      ENROLMENT

	 	 	 
		11.1   	
      The Contractor’s information communication technology
      system must cater for the Enrolment of all new Recipients allocated to the
      Contractor.

	 	 	 
		11.2   	
      The Contractor must enrol Recipients from a list of
      Recipients supplied by the Agency. In some instances this may be a
      computerised list supplied by an authorized SASSA official through a
      SOCPEN file.

	 	 	 
		11.3   	
      The Contractor shall use the Biometric Identification
      Technology on Enrolling Recipients.

	 	 	 
		11.4   	
      The Contractor must not use fingerprint or other data
      belonging to the Agency for any purpose, other than the execution of this
      Agreement.



16





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	11.5   	
      The Contractor shall ensure that Enrolment takes place at
      Pay points or at one-stop service points or the Agency’s service offices
      that have mutually been agreed to by both Parties.

	 	 	 
	 	11.6   	
      The Contractor shall ensure that all the Enrolment
      workstations are at all times fully capacitated to capture all the
      relevant data, as per specification of SOCPEN as required by the
      Agency.

	 	 	 
	 	11.7   	
      The Contractor and the Agency will reconcile the Payment
      Files received from SOCPEN after conclusion of the Payment Cycle.
      Differences raised by the Agency will be resolved before the commencement
      of the next Payment Cycle.

	 	 	 
	 	11.8   	
      The Agency will be entitled to invoke penalties, as
      specified in clause 17, if and when Recipients are incorrectly enrolled
      and such action results in non-Payment of a Recipient or when compulsory
      data that should be available on request is not available or inaccessible,
      due to the fault of the Contractor.

	 	 	 
	 	11.9   	
      All information and data relating to Recipient and
      Payments are the Agency’s property at all times and must be transferred
      (in a format and process mutually agreed by the Parties) to the Agency
      upon request by the Agency and/ or upon the expiry of the Agreement. This
      does not include proprietary information relating to the Contractors
      information technology system utilized in performing the
  Services.

	 	 	 
	 	11.10   	
      The Fee for Enrolment, payable by the Agency to the
      Contractor, shall be R22.80 per Recipient
Enrolled.




	12 	
      CARDS

	 	 	 	 
		12.1   	
      The Contractor will provide and issue an individual Card
      to every Recipient, once he/she is Enrolled on the system. This Card will
      contain the following information:

	 	 	 	 
			12.1.1   	
      Identity number or Alternative Identification number of
      the Recipient; and

	 	 	 	 
			12.1.2   	
      Biometric Data.

	 	 	 	 
		12.2   	
      The Contractor must provide the first Card, at Enrolment,
      free of charge.



17





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	12.3   	
      The Contractor shall replace Cards that are lost/ damaged
      within 72 (seventy two) hours after the Recipient has notified the
      Contractor.

	 	 	 
	 	12.4   	
      The Card should be durable and able to withstand rigorous
      use. Cards should last Beneficiaries for a period of at least 5(five)
      years.




	13 	
      PAYMENT COMPLIANCE

	 	 	 	 
		13.1   	
      The Contractor shall ensure that Payments to Recipients
      are effected in the following manner:

	 	 	 	 
			13.1.1   	
      Payments will be effected during the Payment Cycle in
      accordance with relevant legislation and this Agreement;

	 	 	 	 
			13.1.2   	
      The Contractor to ensure that the correct amount is
      dispensed and checked by the Recipient that no short payments are made, if
      any to be rectified immediately after complaint is lodged and verified
      before the Recipient;

	 	 	 	 
			13.1.3   	
      Payments to Recipients shall take place on dates, days
      and at Pay points agreed to in advance between the Agency and the
      Contractor within the Payment Cycle. The Parties must agree on the above
      six months in advance. Adjustments due to unforeseen reasons can be agreed
      to by the Parties. Payment may be made through alternative Cash Payment
      infrastructure available to the Contractor, namely Participating
      Merchants;

	 	 	 	 
			13.1.4   	
      Payment at fixed Pay points must be available during
      Business Days and Payment Teams are not to leave the fixed Pay points
      earlier than an agreed upon time;

	 	 	 	 
			13.1.5   	
      Payment by the Contractor must commence by 08h00 and be
      completed by no later than 16h30 unless circumstances require the
      Contractor to continue Payment beyond 16h30. In such circumstances the
      Contractor shall obtain the Agency’s prior
approval;



18





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	13.1.6   	
      Where late Payment at a Pay point occurs, the Contractor
      and the Agency are to make arrangements to ensure that Recipients are able
      to return home. Arrangements following late Payments may include the
      provision of transport and refreshments for Recipients, at the wrongful
      Party’s cost;

	 	 	 
	 	13.1.7   	
      The type of Biometric Verification agreed to between the
      Parties must be the only method used to verify Beneficiaries during
      Payment;

	 	 	 
	 	13.1.8   	
      The Contractor must pay all Recipients which it is able
      to verify biometrically;

	 	 	 
	 	13.1.9   	
      In addition to clause 13.1.8 above, the Contractor must,
      where false rejection of fingerprints occurs, pay the Recipient on the
      presentation and identification of a valid South African bar coded
      identity document or acceptable Alternative Identification subject to
      written approval and positive identification by the Agency’s Help Desk
      official. A copy of this approval is to be retained by the
    Contractor;

	 	 	 
	 	13.1.10   	
      All Payment records, Payment data and Biometric Data
      shall remain the property of the Agency, and may not be altered or
      disposed of without prior approval of the Agency;

	 	 	 
	 	13.1.11   	
      Pay points must be approved and coded by the Agency on
      SOCPEN. The Agency will allocate Beneficiaries to SOCPEN Pay points. The
      Agency must notify the Contractor of any amendments made on SOCPEN to Pay
      points, one calendar month in advance;

	 	 	 
	 	13.1.12   	
      Payment must be effected at SASSA approved designated Pay
      points as well as at Participating Merchants;

	 	 	 
	 	13.1.13   	
      In the event of the Contractor utilising an alternative
      Cash Payment infrastructure as envisaged in 13.1.3 above, the Agency shall
      be entitled to have sight of the contracts or any document regulating the
      relationship between the Contractor and the Participating Merchants for
      the rendering of alternative Cash Payment
services;



19





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	13.1.14   	
      The Agency shall be entitled to have sight of the
      contracts between the Contractor and the Participating Merchants. When
      contracting with Participating Merchants, the Contractor must include a
      provision in the agreement that the Participating Merchant shall not force
      a Beneficiary to purchase merchandise in order to do cash withdrawal.
    

	 		
       

	 	13.1.15   	
      The equipment used for Payment must be accessible to
      Recipients with disabilities; 

	 		
       

	 	13.1.16   	
      Ownership of the automated Payment equipment and systems
      remains with the Contractor; 

	 		
       

	 	13.1.17   	
      Should a Recipient present himself/herself for Payment
      after his/her official Payment Date, such Recipient will be entitled to
      receive his/her grant at any available Pay point or Participating
      Merchants , within the Payment Cycle; 

	 		
       

	 	13.1.18   	
      The Contractor must be able to pay the Beneficiary within
      his or her District subsequent to the official Payment Date having
      elapsed, but prior to the last day of the Payment Cycle; 

	 		
       

	 	13.1.19   	
      The Contractor may not combine Pay points over District
      boundaries, unless both Parties have agreed to such action in writing;
    

	 		
       

	 	13.1.20   	
      The Contractor shall not override the Payment system or
      any Payment related instruction, except where it is confirmed that funds
      have been generated by SOCPEN for Payment to a Recipient and the
      Contractor System is unable to read the Card or positively identify a
      Recipient through Biometric Verification, in such event, arrangements may
      be made to ensure that the Recipients are paid by manual process;
  

	 		
       

	 	13.1.21   	
      In the case of a lost Card, the principle of “no Card no
      Payment”, will apply. However, if the replacement period of three (3)
      Business Days for reported lost Cards is not met, Payments must be
      effected by the Contractor, and the Contractor will bear all the risks
      with such Payment; 



20 





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	13.1.22   	
      The Contractor may only effect retrospective Payments
      exceeding R5 000. 00 (Five Thousand Rand) subject to written approval of
      the Regional contract manager of the Agency received at least two(2)days
      prior to the commencement of the Payment Cycle and subject to the
      applicable procedures.(Contractor to print exceptions report of all these
      Payments monthly); 

	 		
       

	 	13.1.23   	
      The Contractor shall perform daily reconciliation of all
      Grant Payments, and transfer all the reconciliation information to the
      Agency on dates agreed upon between the Agency and the Contractor;
  

	 		
       

	 	13.1.24   	
      On a monthly basis, the Contract manager of the
      Contractor must provide the Agency with a list of Recipients paid
      manually, as well as the electronically rejected Recipients, and the name
      of the Agency’s authorising official. 




	 	13.2   	
      System Generated
Receipts




	 	13.2.1   	
      The Contactor shall ensure the
  following:




	 	13.2.1.1   	
      A system-generated receipt is given to each Recipient or
      Procurator as a proof of Payment received. The receipts will amongst other
      indicate the date and time of Payment; the Beneficiary’s identity number
      and name, the Grant type, the amount paid, the balance available, Payment
      station, date of next Payment or any other information as agreed to by the
      Parties. 

	 		
       

	 	13.2.1.2   	
      Receipts to be printed in a language that is approved by
      the Agency; 

	 		
       

	 	13.2.1.3   	
      Receipts are balanced daily with the benefits paid;
    

	 		
       

	 	13.2.1.4   	
      An electronic copy of all receipts is available to the
      Agency on request 



21 





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	13.2.1.5   	
      Any queries from a Recipient, which may occur in respect
      of Payments, are to be settled by the Contractor within ten (10) Business
      Days of receipt thereof; and 

	 		
       

	 	13.2.1.6   	
      Queries shall be settled in a proficient manner.
  




	 	13.3   	
      Payment Availability

	 	 	 	 
	 		13.3.1   	
      When a Payment Team is ready to leave any Pay point,
      consultation between the Agency’s official, the Pension Committee, and the
      Payment Team leader must take place in order to ensure that Recipients
      remain informed and every reasonable effort has been made to pay every
      Recipient.

	 	 	 	 
	 	13.4   	
      Casual Illness

	 	 	 	 
	 		13.4.1   	
      Provision is to be made by the Contractor for the Payment
      to the Recipients, in accordance with the following
  procedure:




	 	13.4.1.1   	
      The Beneficiary will duly authorise a nominee
      (Procurator) to collect his Grant on his behalf. This authorisation is to
      be captured on the approved SASSA form, in the form of a letter, on which
      the thumb print of both the Beneficiary and the Procurator’s names and
      identity numbers are clearly displayed. The local district office is to
      approve the request, by stamping and signing the form. 

	 		
       

	 	13.4.1.2   	
      The Procurator will present the approved form, together
      with the Beneficiary’s Card to the Contractor’s employee, at the Pay point
      

	 		
       

	 	13.4.1.3   	
      Only the Payment Team leader will have the authority to
      pay the Grant, which will be captured on the Beneficiary’s Card. The
      Contractor will retain the letter authorising the Payment to the
      Procurator, for record purposes. 



22





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	14 	
      INFRASTRUCTURE, EQUIPMENT AND FACILITIES

	 	 	 	 
		 	14.1.1   	
      The routes followed by Contractor’s Payment Team may vary
      from time to time, according to community needs, and resultant changes may
      only be effected after relevant agreements have been concluded between the
      Agency and the Contractor and in consultation with the
community.

	 	 	 	 
		 	14.1.2   	
      The equipment used for Enrolment of Recipients and
      Payment of Grants shall in all instances be accessible to the frail and
      those Recipients with disabilities.

	 	 	 	 
		 	14.1.3   	
      Recipients must be paid using an automated cash
      dispenser

	 	 	 	 
		 	14.1.4   	
      Alternate power supplies will be made available at Pay
      points, where no electricity is available, to operate the Contractor’s
      Payment system. In instances where electricity is available and there is a
      power failure during Payment, the Contractor will put contingency measures
      to ensure that Payment is effected.

	 	 	 	 
		 	14.1.5   	
      The Contractor will ensure that the Payment Teams will
      have adequate technical support.

	 	 	 	 
		 	14.1.6   	
      Should a fault occur with cash dispenser which results in
      a disruption of Payments, such fault must be rectified within two (2)
      hours with the least inconvenience to Recipients.

	 	 	 	 
		 	14.1.7   	
      If the fault cannot be rectified at the Pay point within
      two (2) hours, the affected equipment must be replaced with a suitable
      backup unit.

	 	 	 	 
		 	14.1.8   	
      Pay points will only be amalgamated, or new ones opened
      after agreement between SASSA and the Contractor.

	 	 	 	 
		 	14.1.9   	
      The deployment of the Pay points per District will be
      clearly indicated on the mutually agreed Payment Schedules. Any changes to
      the scheduled deployment will first be cleared with the Agency and
      implemented only after proper communication to the Recipients
that will be affected by such changes. 



23



 

	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 






	 	14.1.10   	Pay points will be located in community halls or other
      facilities as may be agreed between the Agency and the Contractor. 

	 	 	 
	 	14.1.11   	Pay points will be accessible to all frail and
      disabled Beneficiaries or Procurators. 
	 	 	 
	 	14.1.12   	No unauthorized individuals
      (hawkers/moneylenders/vendors) will be allowed on the premises of Pay
      points on Payment Dates. 

	 	 	 
	 	14.1.13   	
      The waiting period for a Recipient to be paid a Grant
      must not exceed two hours. The Contractor must, where appropriate, attempt
      to avoid overcrowding and any late payment/s. Any late payments must be
      reported to the Agency by the Contractor, together with the reasons
      thereof. 





	 	14.2   	
      Technical Equipment

	 	 	 	 
	 		14.2.1   	
      Apart from its duty to provide and supply all equipment,
      including industry standard hard and software necessary for Enrolment and
      the Payment of Grants, the Contractor will continue to be responsible
      to:





	 	14.2.1.1   	Maintain its equipment; 

	 	   	

	 	14.2.1.2   	Upgrade equipment, including hard and software on a
      regular basis to ensure that it is the most suitable to run the system; 

	 	 	 
	 	14.2.1.3   	
      Provide and execute all back-up procedures;

	 	 	 
	 	14.2.1.4   	
      Replace all lost or stolen
equipment;

	 	 	 
	 	14.2.1.5   	Provide local support in terms of technology, resources,
      money delivery and security in order to effect Payment as agreed to from
      time to time to address specific needs and requirements to operate the
      system. 




24 





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	15 	
      SECURITY

	 	 	 
		15.1   	
      The Contractor is responsible for the provision of
      security for cash in transit at Pay points, in accordance with this
      Agreement.

	 	 	 
		15.2   	
      A security team for each Payment Team should consist of a
      minimum of four registered and armed security guards. Of these four, one
      must be at least a Grade C status while the remainder must be at least a
      Grade D status.

	 	 	 
		15.3   	
      Each guard used must have successfully completed formal
      security training commensurate with specified training requirements as
      laid down by the Security Industry Regulatory Authority. In addition all
      guards used in this Agreement must be registered as security officers in
      terms of the appropriate security legislation.

	 	 	 
		15.4   	
      The Contractor must where necessary and at its own cost,
      source the required guards from a registered security service
    provider.

	 	 	 
		15.5   	
      Where a Pay point is fenced, the Contractor must ensure
      that non-Recipients and/or vendors are not allowed within the premises and
      not closer than twenty (20) metres away from the fence.

	 	 	 
		15.6   	
      In situations where the Pay point is not fenced, the
      Contractor must ensure that non- Recipients and/or vendors are restricted
      to at least one hundred (100) metres radius away from the cash dispensing
      machines.

	 	 	 
		15.7   	
      The Contractor must ensure that the requirements in
      respect of restricted access to the Pay point by non Recipients and/or
      vendors as stated above are adhered to.

	 	 	 
		15.8   	
      The Contractor must provide the Agency with a security
      plan for a particular region upon request by the Agency, with permission
      from the designated Executive Manager, only.

	 	 	 
		15.9   	
      The Contractor shall endeavour to provide adequate safety
      and basic first aid for Recipients at Pay points.



25





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	16 	
      MANAGEMENT COMMITTEES

	 	 	 	 
		16.1   	
      The Parties shall as soon as is practicable after the
      Effective date, constitute and convene a management committee (Management
      Committee”) which will be chaired by the Agency at both the regional and
      local Level. At head office level a national steering committee shall be
      constituted.

	 	 	 	 
		16.2   	
      The Management Committee shall meet monthly, and is
      charged with and shall have responsibility for liaison and mediation
      between the Parties regarding the matters contained in this
    Agreement;

	 	 	 	 
		16.3   	
      The Management Committee shall in good faith discuss all
      disputes arising between the Parties relative to the Services.

	 	 	 	 
		16.4   	
      There shall be no quorum of the Management Committee
      unless at least two representatives of the Contractor and of the Agency
      are preset

	 	 	 	 
		16.5   	
      Decisions of the Management Committee shall where
      possible be taken on a consensus basis. Where consensus is not reached
      within 5 (five) days by the Management Committee, the matter will be
      referred in writing to the CEO’s of both Parties for resolution. If the
      CEO’s fail to resolve the matter, then the matter would be resolved in
      terms of clause 25 of this Agreement.

	 	 	 	 
		16.6   	
      Save for the above, the Management Committee must
      regulate its affairs and procedures for the due and proper fulfilment of
      its functions and responsibilities, subject to the principle that it shall
      in all deliberations and decisions act in good faith and strive to find
      fair and equitable solutions to all disputes. Formal minutes will be taken
      by a representative of the Agency at each Management Committee meeting and
      will be distributed within 5 (five) days from date of the meeting to all
      members of the Management Committee.

	 	 	 	 
		16.7   	
      Members

	 	 	 	 
			16.7.1   	
      The Management Committee shall comprise of six (6)
      permanent members, 50% (fifty percent) of whom shall be appointed by the
      Contractor and 50% (fifty percent) of whom shall be appointed by the Agency,
    or as agreed from time to time.



26





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	16.7.2   	
      The Management Committee shall be notified in writing by
      the Party concerned of any appointment or removal of a member of the
      Management Committee. Both Parties shall be entitled to appoint alternate
      members of the Management Committee on not less than 5 (five) days prior
      written notice to the Management Committee to that effect, which
      appointments shall remain effective until written notice to the contrary
      is given to the Management Committee.

	 	 	 
	 	16.7.3   	
      If a quorum is not present at a Management Committee
      meeting, the Chairperson of the meeting shall postpone the meeting for a
      period of 4 (four) Business Days and notice of such postponed meeting,
      including the date, time and place of same shall be sent by the Agency to
      all members of the Management Committee.





	17 	
      COMMUNICATION

	 	 	 	 
		17.1   	
      Communication to the community in respect of the
      Contractor’s services will be joint responsibility of the Contractor and
      the Agency.

	 	 	 	 
		17.2   	
      The Contractor accepts however, the responsibility of
      developing the overall communication plan whereby the Community will be
      informed of:

	 	 	 	 
			17.2.1   	
      The changes in respect of the Payment delivery
    system;

	 	 	 	 
			17.2.2   	
      The Enrolment process, dates and venues;

	 	 	 	 
			17.2.3   	
      The Payment Schedule and venues;

	 	 	 	 
			17.2.4   	
      All communication with the beneficiaries will take place
      with the approval, and where possible the participation of the
    Agency;



27





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	17.2.5   	
      The most appropriate media and channels will be selected
      to communicate with the Beneficiaries, depending on the type and content
      of the messages to be communicated;




	 	17.3   	
      Communication to the media:

	 	 	 	 
	 		17.3.1   	
      The joint responsibility of the Agency and the Contractor
      where it relates the services provided by the Contractor;

	 	 	 	 
	 		17.3.2   	
      The sole responsibility of the Agency where it relates to
      the procedures of the Agency; and

	 	 	 	 
	 		17.3.3   	
      The sole responsibility of the Contractor where it relate
      to the systems and technology of the
Contractor.




	17. 	
      PENALTIES

	 	 	 
		17.1   	
      A Notwithstanding the provisions of clauses 25 and 26,
      the following specific penalties shall apply for the non performance as
      listed hereunder.




	TABLE OF PENALTIES 


Introduction

The paramount requirement is the
provision of an efficient and smooth Payment process for Payment of social
assistance benefits to Beneficiaries. Penalties are intended to advance
corrective action by the Contractor/s. 

The penalty is calculated as the extent
of the default, expressed as a percentage on a scale of 0-100, regarding either
the number of Beneficiaries affected or the number of pay points affected by the
transgression / non-compliance as set out in the Penalty Table. 

The penalty levied will be calculated
as a percentage of the total affected applicable fee in a month. The maximum
penalty in any one-month shall not exceed 100% of the total affected fee. 

28



 

	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 



The formula will be used to determine
  the percentage of the penalty per transgression and not to determine the category
  of the transgression. 

Standard method of measure, unless otherwise
specified - 


	         (a) 		No. of affected Recipients at Pay Points 		   
	% of Recipients affected = 	   	x 100   
	   	Total no. of Recipients at
      affected Pay points 	   
	 	 	 	 	 
	         (b) 	   	   	   	   
	% of Pay-points affected = 		No. of affected Pay points 		x 100   
	 	 	 
	       
       (Infrastructure/Facilities) 	Total no. of Pay points 	   


       
 The potential defaults are specified in the following Categories Table 


	
        Rate Category applicable for % of Affected
        Recipients 
	
        Rate Category applicable for % of Affected Pay points 

	Rate A: 	Where
        the percentage is greater than 70% and less than or equal to100%, the
        rate applied per Recipient affected is R[***] (or 100% of the maximum
        service Fee levied). 	Rate A: 	Where the percentage is greater than 5% and less than
        or equal to 100%, the rate applied for the total number of Recipients
        at the affected pay points is R[***] (or 50%) per Recipient. 
	Rate B: 	Where
        the percentage is greater than 15% and less than or equal to 70%, the
        rate applied per Recipient affected is R[***] (or 74% of the maximum
        service Fee levied). 	Rate B: 	Where the percentage is greater than 1% and less than
        or equal to 5%, the rate applied for the total number of Recipients at
        the affected pay points is R[***] (or 30%) per Recipient. 
	Rate C: 	Where
        the percentage is greater than 0% and less than or equal to 15%, the rate
        applied per Recipient affected is R[***] (or 25% of the maximum
        service Fee levied). 	Rate C: 	Where the percentage is greater than 0% and less than
        or equal to 1, the rate applied for the total number of Recipients at
        the affected pay points is R[***] (or 20%) per Recipient. 



29





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	Category A: 	
      (i) Those items and issues in respect of which failure to
      deliver properly are viewed as a serious transgression and will give rise
      to an immediate penalty as specified in the Penalties Schedule below; or
      

	 	   	
       

	 		
      (ii) where the calculated percentages for either the % of
      affected Recipients or the % of affected Pay points falls within the
      applicable ranges as highlighted in the table above. 

	 	   	
       

	 	Category B: 	
      (i) Immediate, however, the severity of the penalty is
      less than in Category A as specified in the Penalties Schedule below; or
      

	 	   	
       

	 		
      (ii) where the calculated percentages for either the % of
      affected Recipients or the % of affected Pay points falls within the
      applicable ranges as highlighted in the table above. 

	 	   	
       

	 	Category C: 	
      (i) Ad hoc non-compliance by Contractor/s where failure
      to comply after written notice, or repetition of default, as reflected in
      the Penalties Schedule below; or 

	 	   	
       

	 		
      (ii) where the calculated percentages for either the % of
      affected Recipients or the % of affected Pay points falls within the
      applicable ranges as highlighted in the table above.




30 



 

	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 



TRANSGRESSIONS SCHEDULE


	Key Performance Area 	Key Performance Indicators
      and Requirement 	Method of Measurement 	Application of Penalty 
	Enrolment of
      beneficiaries 	Enrolment of new
      Beneficiaries or their
      nominated Procurators 	Non Enrolment of
      paid Beneficiary/(ies),
      provided that the
      Beneficiary presented
      him/herself at the
      registered pay point
      on the applicable day. 	% of the Enrolment fee
      based on number of
      recipients not enrolled
      but paid for the month
      relative to the
      total
      number that should
      have been Enrolled
      and paid.

      Base: % of affected
      Recipients 
	Payment 	Payment of all Enrolled
      Recipients 	Failure to pay
      Enrolled Recipients 	% of the service fees
      for the affected
      recipients as stipulated
      in the Table of
      Categories above.

      Base: % of affected
      Recipients 
	Disseminate Payment
      Dates on the Payment
      receipts 	Failure to disseminate
      Payment Dates on the
      Payment
      slips/receipts to
      recipients on time
      which results
      in non payment of Recipients 	1% of the service fees
      for the affected
      Recipients 


31






	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





		Perform the Services
      within normal working
      hours on Business
      Days as well as any
      additional hours as
      may reasonably be
      required by the Agency
      or at the request of the
      Contractor and with the
      approval of the
      Agency; 	Non adherence to the
      agreed Payment
      times. 	Provision of transport
      and refreshments for
      Recipients, where the
      Contractor is the
      wrongful Party 
		No interruption in
      Payment per Pay point
      for longer than three
      (3) hours due to
      equipment failure. 	Non adherence to the
      prescribed
      specifications of 250
      Beneficiaries per Pay
      point. 	2.5% of the service
      fees for the affected
      Recipients 
	Security 	Provision of security in
      line with the specified
      numbers or as agreed;
      grading and training
      specifications 	Failure to provide
      identifiable and
      prescribed number of
      security personnel 	% of the service fees
      for the affected Pay
      points 
	Pay point
      facilities 	 
	No interruption in
      Payment of a beneficiary
      for longer than(3) three
      hours due to equipment failure 	Non adherence to
      prescribed
      specifications 	% of the service fees
      for the affected
      recipients as stipulated
      in the Table of Categories above. 

      

      Base: % of affected
      Recipients 


32





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	Pay point
      Management 	No hawkers / money
      lenders and other
      vendors within the 20
      meter radius of the Pay
      point, where
      possible 	Non adherence to
      the prescribed
      specifications, where
      applicable 	% of the service fees
      for the affected pay
      points as stipulated in
      the Table of Categories
      above.

      Base: % of affected
      Pay points 




	 		17.1 B	
      In the event of a breach same shall be referred for
      consideration to the Management Committee. If consensus cannot be reached
      that a breach has indeed occurred, within 7 days of such referral, then
      and in such event the dispute will be determined in terms of clause 16.5
      of the Agreement. The Agency shall not apply the penalty without going
      through the aforementioned process.

	 	 	 	 
	 		17.1 C	
      The penalty provision relating to late payment (outside
      two hours) shall not apply if more Beneficiaries than reflected on the
      Payment File arrive at a Pay point.

	 	 	 	 
	 		17.1 D	
      The Contractor may commence Payment at the time
      stipulated in the Agreement if the Help Desk official does not arrive on
      time.

	 	 	 	 
	 	17.2   	
      Non-performance by the Agency

	 	 	 	 
	 		17.2.1 	
      Payment of Fees



33





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	(i) 	
      Non-performance: Failing to effect Payment of Fees on due
      date after the Contractor has submitted the Invoices and necessary
      information on time.

	 	 	 
	 	(ii) 	
      Penalty for non-performance: The Contractor will recover
      from the Agency any cost incurred (if any) by the Contractor due to the
      non transfer of funds after the lapse of the agreed period (30 days) plus
      interest at the current prime rate as defined, if there is no dispute on
      the Invoice from the Agency.




	 	17.2.2 	
      Pre-funding of Grants




	 	(i) 	
      Non-performance: Failing to effect the payment of Grant
      monies (pre- funding) 2 (two) working days before the Payment
  Date.

	 	 	 
	 	(ii) 	
      Penalty of non-performance: The Contractor may recover
      from the Agency, the cost incurred (if any) by the Contractor due to the
      non transfer of the pre-funding monies for Grants within two working days,
      which amount shall be recovered by offsetting the cost against the
      interest benefits accrued on monies paid in
advance.




	18 	
      WARRANTIES AND UNDERTAKINGS

	 	 	 
		18.1   	
      The Contractor warrants that it has the requisite skills,
      expertise and systems to perform the Services.

	 	 	 
		18.2   	
      The Agency acknowledges that the warranty and the
      performance of the services by the Contractor can only be relied upon
      insofar as the Agency timeously supplies the Contractor with correct and
      complete information and complies with its obligations in terms of this
      Agreement.

	 	 	 
		18.3   	
      The Agency warrants that the necessary concurrence
      consent and authorisation has been obtained in terms of Section 4.2 (a) of
      the South African Social Security Agency Act, 2004 (Act No. 9 of 2004) and
      any other applicable legislation.



34





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	19 	
      LIMITATION OF LIABILITIES

	 	 	 	 
		19.1   	
      The Contractor shall not be liable to SASSA and/or the
      Recipient for any:

	 	 	 	 
			19.1.1   	
      Loss, damage or cost incurred by SASSA and/or a Recipient
      , in respect of the Services unless such loss, damage or cost is caused by
      the negligence or misconduct of the Contractor;

	 	 	 	 
			19.1.2   	
      Loss occasioned by any failure on the part of SASSA to
      fulfil any of its obligations under this Agreement, including incorrect or
      incomplete information supplied and/or the late submission of information
      supplied by SASSA;

	 	 	 	 
			19.1.3   	
      The Agency shall not institute a claim against the
      Contractor for damages, losses or otherwise suffered as a result of
      Payment made based on incorrect information supplied by the Agency to the
      Contractor unless, of course the Agency notifies the Contractor in writing
      no less than 2 (two) Business Days prior to the Payment date of such error
      and/or inaccuracy in the data.

	 	 	 	 
	20 	
      INTELLECTUAL PROPERTY RIGHTS

	 	 	 	 
		20.1   	
      All Intellectual Property of either Party, which is used
      for the rendering of the Services, shall remain the sole property of the
      Party and/or the Party’s suppliers, where applicable. No Party shall have
      right of ownership or entitlement to the other Party’s Intellectual
      Property.

	 	 	 	 
		20.2   	
      Notwithstanding the provisions of clause 21.1, all
      Beneficiary information kept and held by the Contractor for the purpose of
      rendering the Services, shall remain the sole property of the
    Agency.

	 	 	 	 
		20.3   	
      The Contractor is responsible for all expenses and other
      liabilities in regard to Intellectual Property rights in respect of
      Services rendered by it to SASSA and the Contractor indemnifies SASSA
      against any claims that may arise from the infringement of such rights, by
      the Contractor.



35





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	20.4   	
      SASSA shall give the Contractor prompt written notice of
      all claims, actions, proceedings or suits alleging infringement or
      violation and the Contractor shall have the authority to assume and
      control the defence thereof, including appeals, and to settle same. SASSA
      shall furnish the Contractor with all reasonable assistance, furnish all
      reasonable information available to SASSA and SASSA shall co-operate in
      every reasonable way to facilitate the defence and / or settlement of any
      such claim, action, proceeding or suite. However, the Contractor will
      reimburse SASSA for all reasonable expenses so incurredlf SASSA’s use
      shall be enjoined or, in the opinion of the Contractor is likely to be
      enjoined, the Contractor will, at its expense and its option,
    either-

	 	 	 	 
	 		20.4.1   	
      replace the affected Service or other item furnished
      pursuant to this Agreement with a suitable substitute, free of any
      infringement or violation;

	 	 	 	 
	 		20.4.2   	
      modify it so that it will be free of the infringement or
      violation; or

	 	 	 	 
	 		20.4.3   	
      procure a licence for SASSA or other right to use
    it.

	 	 	 	 
	 	20.5   	
      If none of the foregoing options are practical, the
      Contractor will remove the enjoined Service or other item and refund to
      SASSA any amounts paid to the Contractor, without prejudice to any rights
      SASSA may have.




	21 	
      THE PROPERTY IN POSSESSION OF THE
PARTIES

	 	 	 
		21.1   	
      Any Intellectual property and/or other property furnished
      by the one Party (bona fides Party) to the other Party remains the
      property of the bona fides Party and will be available for inspection by
      that Party’s representatives, at any time. On termination of this
      Agreement, all property in possession of the other Party’s representative
      will be returned to the bona fides Party forthwith, at the other Party’s
      expense.

	 	 	 
		21.2   	
      Parties will be responsible at all times for any loss of
      or damage to the other Parties’ property in its
  possession.



36





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	22 	
      CONFIDENTIALITY

	 	 	 	 
		22.1   	
      For the purposes of the Agreement, Confidential
      Information means: any and all information, including but not limited to,
      technical, financial product and commercial information disclosed in
      writing or otherwise by the Party that discloses its Confidential
      Information to the other Party in terms of this Agreement (“Disclosing
      Party”) to the Party to which Confidential Information is disclosed in
      terms of this Agreement (“Receiving Party”), whether disclosed in view of
      the purpose before or after the date of the Agreement and shall be deemed
      to include all documents and other material (including samples, models and
      computer software) containing or embodying or based on the Confidential
      Information (or part thereof) together with all notes, summaries and other
      material derived there from and all copies or reproductions of the
      foregoing.

	 	 	 	 
		22.2   	
      Information is not Confidential if:

	 	 	 	 
			22.2.1   	
      it is generally available to the public, or which will
      become generally available to the public other than by breach by the
      Receiving Party of its obligations hereunder;

	 	 	 	 
			22.2.2   	
      it is already known to the Receiving Party before it had
      been or will be disclosed by the Disclosing Party, provided that such
      information may not reasonably be considered by the Receiving Party as
      confidential;

	 	 	 	 
			22.2.3   	
      the Receiving Party has received or will receive on a
      non-confidential basis from any Party (including any third party) which is
      not in breach of an obligation of confidentiality towards the Disclosing
      Party or any Party (including any third party), provided that such
      information may not reasonably be considered by the Receiving Party as
      confidential;

	 	 	 	 
		22.3   	
      Either Party shall:

	 	 	 	 
			22.3.1   	
      hold the other Party’s Confidential Information in the
      strictest confidence;



37





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	22.3.2   	
      not make use thereof other than for the performance of
      its obligations under the Agreement; and only release such Confidential
      Information on a “need to know” basis subject thereto that the persons to
      whom such Confidential Information is released shall undertake to be bound
      by the confidentiality obligations contained
herein.




	 	22.4   	
      Neither Party shall be entitled to use the name of the
      other Party in publicity releases or advertising or for other promotional
      purposes, without procuring the prior written approval of the Party
      concerned.

	 	 	 
	 	22.5   	
      The Parties’ obligation in terms of this clause will
      survive the termination of this Agreement including the termination
      thereof by the effluxion of time.

	 	 	 
	 	22.6   	
      In the case of a release, announcement or document which
      is required to be given, made or published by law or under the rules of
      the JSE Securities Exchange South Africa or any other relevant stock
      exchange, the Party liable so to give, make or publish the same shall give
      to the other Party as much advance warning thereof as is reasonable in the
      circumstances together with drafts or a copy thereof as soon as it is at
      liberty to do so.




	23 	
      FORCE MAJEURE

	 	 	 
		23.1   	
      Force Majeure occurs when the Party is unable to perform
      his obligation due to any circumstances beyond its control.

	 	 	 
		23.2   	
      Therefore, If either Party is prevented or restricted
      directly or indirectly from carrying out all or any of its obligations
      under this Agreement including but not limited to by reason of strike,
      war, act of God, embargo, legislation, or any other cause or contingency
      beyond the control of that Party (“Force Majeure”), the Party so affected
      shall be relieved of its obligations hereunder during the period that such
      event and its consequences continue but only to the extent so prevented
      and shall not be liable for any delay or failure in the performance of any
      obligations hereunder or loss or damages either general, special or
      consequential which the other Party may suffer due to or resulting from such delay or failure, provided
      that written notice shall forthwith be given of any such inability to
    perform by the affected Party.



38





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	23.3   	
      Any Party invoking Force Majeure shall upon termination
      of such event giving rise thereto forthwith give written notice thereof to
      the other Party. Should such Force Majeure continue for a period of more
      than 30 (thirty) days then either Party shall be entitled forthwith to
      cancel this Agreement in respect of any obligations still to be performed
      hereunder.





	24 	
      BREACH AND TERMINATION

	 	 	 	 
		24.1   	
      An event of breach shall be deemed to have occurred
      if:

	 	 	 	 
			24.1.1   	
      any Party breaches any of its obligations in terms of
      this Agreement and fails to remedy the breach within 7 (seven) working
      days after receipt of a written notice from the other Party requiring
      remedy thereof, if such breach is capable of being remedied;

	 	 	 	 
			24.1.2   	
      any Party ceases or is unable for any reason whatsoever
      to conduct its business in a ordinary or regular manner, and fails to take
      reasonable steps to remedy such situation within 30 (thirty) days after
      having been called upon in writing to so by other Party;

	 	 	 	 
			24.1.3   	
      any covenant or warranty made by any Party that goes to
      the root of this Agreement is found to be untrue or incorrect in any
      material respect;

	 	 	 	 
			24.1.4   	
      an event of breach shall not be deemed to have occurred
      if the equipment fails temporally. However, in this case arrangements must
      be made to continue with the required service with minimum disruption to
      the Recipients;

	 	 	 	 
			24.1.5   	
      should a breach of this Agreement, which goes to the root
      of this Agreement, occur, which is not corrected within the specified time
      frame, the Party which is not in breach shall be entitled
  to:



39





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	24.1.6   	
      call upon the defaulting Party to perform its obligations
      in terms of the Agreement or

	 	 	 
	 	24.1.7   	
      cancel this Agreement.




	 	24.2   	
      Termination will become effective after notice has been
      given in writing to the defaulting Party.




	25 	
      DISPUTE RESOLUTION

	 	 	 
		25.1   	
      The Parties acknowledge that disputes may arise between
      them during the course of this Agreement. In all instances, it is
      expressly agreed between the Parties that in the event of an impending
      dispute, resolution is to be attempted as far as is reasonably possible to
      keep arbitration and legal costs to a minimum. If any dispute or
      difference of any kind whatsoever arises between the Parties in connection
      with or arising out of this Agreement, the Parties shall make every effort
      to resolve amicably such dispute or difference by mutual
    consultation.

	 	 	 
		25.2   	
      If, after 30 (thirty) days, the Parties have failed to
      resolve their dispute or difference by such mutual consultation, then
      either Party may give notice to the other Party of its intention to
      commence with mediation. No mediation shall commence without giving the
      other Party such notice.

	 	 	 
		25.3   	
      The Parties shall, by agreement, appoint a third party to
      act as a mediator to mediate in the resolution of the dispute. If the
      Parties are not able to agree on the mediator within 5 (five) Business
      Days from the date on which a Party demanded mediation in writing, the
      mediator shall be selected by the Secretariat for the time being of the
      Arbitration Foundation of Southern Africa (“AFSA”), or any
      successor body thereto.

	 	 	 
		25.4   	
      Mediation proceedings will be conducted in accordance
      with the mediation rules of procedure set by AFSA or as directed by the
      mediator.

	 	 	 
		25.5   	
      If the mediation fails to resolve the dispute within 5
      (five) Business Days after the appointment of the mediator, then either
      Party shall give notice to the other Party of its intention to commence
      with arbitration. No arbitration shall commence
without giving the other Party such notice. The referral and
      conduct of the dispute to arbitration shall be in accordance with the
    provisions of the Arbitration Act, 1965 (Act 42 of 1965).



40





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	25.6   	
      The Parties shall have the right to appeal to a tribunal
      consisting of three arbitrators agreed to by the Parties or failing
      agreement appointed in terms of the Arbitration Act, in which event the
      tribunal’s determination shall be final and binding.

	 	 	 
	 	25.7   	
      Notwithstanding any reference to mediation, arbitration
      and/or court proceedings herein, the Parties shall continue to perform
      their respective obligations under this Agreement unless they otherwise
      agree in writing. Nothing herein contained shall be construed so as to
      prohibit either Party from approaching the High Court for urgent relief to
      ensure compliance with the terms of this Agreement pending the outcome of
      any arbitration (if applicable).

	 	 	 
	 	25.8   	
      The Parties agree that the arbitration shall be held in
      Pretoria.





	26 	
      APPLICABLE LAW



This Agreement shall be governed
exclusively in all respects by and shall be interpreted in accordance with the
laws of the Republic of South Africa. 

	27 	
      ASSIGNMENT AND CESSION

	 	 	 
		27.1   	
      Neither of the Parties shall without the consent of the
      other, which consent must not be unreasonably withheld, cede, assign,
      transfer, charge or in any manner make over this Agreement or any of its
      rights or obligations hereunder or any part thereof to any other person,
      firm, company, corporation, association or any other entity
    whatsoever.

	 	 	 
	28 	
      SEVERABILITY

	 	 	 
		28.1   	
      If any clause or term of this Agreement should be
      invalid, unenforceable or illegal, then the remaining terms and provisions
      of this Agreement shall be deemed to be severable there from, and shall
continue in full force and effect unless such invalidity, unenforceability or
illegality goes to the root of this Agreement. 



41 



 

	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	29 	
      WAIVER

	 	 	 
		29.1   	
      The waiver (whether expressed or implied) by a Party of
      any breach of the terms or conditions of this Agreement by the other Party
      shall not prejudice any remedy of the waiving Party in respect of any
      continuing or other breach of the terms and conditions hereof.

	 	 	 
		29.2   	
      No failure, delay, relaxation or indulgence on the part
      of either Party in exercising any power or right conferred on such Party
      in terms of this Agreement shall operate as a waiver of such power or
      right nor shall any single or partial exercise of any such power or right
      preclude any other for further exercises thereof or the exercise of any
      other power or right under this Agreement.

	 	 	 
		29.3   	
      The expiry or termination of this Agreement shall not
      prejudice the rights of either Party in respect of any antecedent breach
      or non-performance by the other Party of any of the terms or conditions
      hereof.

	 	 	 
	30 	
      MODIFICATION

	 	 	 
		30.1   	
      No amendment, variation or consensual cancellation of
      this Agreement or waiver or relaxation or suspension of or agreement not
      to enforce or to suspend or postpone the enforcement of any of the
      provisions or terms of this Agreement shall be binding unless recorded in
      a written document signed by the duly authorized representatives of the
      Parties.

	 	 	 
		30.2   	
      For the purpose of 31.1 above, the Parties acknowledge
      that the duly authorised representative of the Agency shall at all times
      produce a written directive by the Minister of Social Development to
      effect any modifications.



42





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	31 	
      NOTICES AND DOMICILIUM

	 	 	 
		31.1   	
      The Parties choose as their domicilium citandi et
      executandi (address for purpose of legal proceedings) their respective
      addresses set out in clause 32.2 below, at which addresses all processes
      and notices arising out of or in connection with this agreement, its
      breach or termination may validly be served upon or delivered to the
      Parties.

	 	 	 
		31.2   	
      For the purpose of this Agreement the Parties’ domicilium
      citandi et executandi is-

	 	 	 
			
      SASSA:



SASSA House 

501 Prodinsa Building 

PRETORIA 

Attention:         The
Chief Executive Officer (CEO) 

CONTRACTOR: 

Cash Paymaster Services (Pty) Ltd 

4th Floor North Wing 

President Place 

ROSEBANK 

Attention:         Dr. S.
  Belamant 

	 		
      or at such other physical address, not being a post
      office box or poste restante, of which the Party concerned may notify the
      other in writing.

	 	 	 
	 	31.3   	
      Any notice given in terms of this Agreement shall be in
      writing and shall -



43 





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	 	31.3.1   	
      if delivered by hand be deemed to have been duly received
      by the addressee on the date of delivery;

	 	 	 
	 	31.3.2   	
      if posted by prepaid registered post be deemed to have
      been received by the addressee on the 8th (eighth) business day following
      the date of such posting;

	 	 	 
	 	31.3.3   	
      if transmitted by facsimile be deemed to have been
      received by the addressee 1 (one) business day after
  despatch;




	 	31.4   	
      Notwithstanding anything to the contrary contained in
      this Agreement, a written notice or communication actually received by a
      Party at its chosen address set out above shall be an adequate written
      notice of communication to such Party.




	32 	
      PHASE IN AND PHASE OUT

	 	 	 
		32.1   	
      Phase In refers to the phasing in of the newly appointed
      contractor, and Phase Out refers to the phasing out of the
    Contractor.

	 	 	 
		32.2   	
      The Contractor must co-operate with its successor to
      ensure the smooth transition of Services.

	 	 	 
		32.3   	
      The Parties agree that prior to the expiry date a
      reasonable phasing-in/ phasing-out period will be negotiated with the
      current service provider and the successor.

	 	 	 
		32.4   	
      The Agency will, prior to the Phase In and Phase Out
      process, inform the Contractor of the specific date upon which the Phase
      In and Phase Out process must be initiated as well as the details
      thereof.

	 	 	 
	33 	
      ENTIRE AGREEMENT

	 	 	 
		
      This Agreement and the incorporated documents represent
      the entire Agreement between the Contractor and the Agency.

	 	 	 
		
      SIGNED AT Rosebank ON THE 24th DAY OF
      August 2010



44





	Exhibit 10.52 
	CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
    
	 Certain portions of this exhibit have
        been omitted pursuant to a request for confidential treatment under
        Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
        materials have been filed separately with the Securities and Exchange
        Commission. 





	   	 	WITNESSES 
	 	 	 
	 	 	 
	/s/ Serge C.P.
      Belamant 	 	1 ___________________________________
	 	 	 
	For and on behalf of the CPS and duly authorized. 	 	2 ___________________________________




  SIGNED AT Pretoria ON THE 24th DAY OF
August 2010 

	   	 	WITNESSES 
	 	 	 
	 	 	 
	/s/ Coceko Pakade    	 	1 ___________________________________
	 	 	 
	For and on behalf of the SASSA and duly authorized. 	 	2 ___________________________________


45