Terms and Conditions for the use of U GEN Products.

TERMS AND CONDITIONS FOR THE USE OF U GEN PRODUCTS 1. DEFINITIONS In this document, unless the context clearly indicates otherwise, the following words and expressions have the following meanings: 1.1. “Business Day” shall mean any weekday excluding Saturdays, Sundays and South African public holidays, and shall be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day shall be on the following Business Day; 1.2. “Customer” shall mean a company, close corporation, trust, partnership, person or any other entity which orders Goods from U GEN. 1.2.1. “U GEN” means U GEN Pty Ltd, a private company incorporated in terms of the laws of South Africa, with registration number 2022/507057/07 and registered address at Landmark West Office Park, 13 Umgazi Road, Menlo Park, Gauteng, 0081; 1.3. “Order/(s)/(ed)” shall mean any request, whether made digitally via the mobile application, in writing, orally, or otherwise by the Customer to U GEN for any Goods; 1.4. “Goods” shall include, but not be limited to, any, all or a combination of personalized U Pill/(s) or U Health Drip/(s). 1.5. “U Pill” shall mean the personalized capsule that is prepared according to the Customer’s selected criteria on the mobile application or otherwise, and which is comprised of natural raw materials. 1.6. “U Health Drip” shall mean the personalized Invitro (IV) therapy that is prepares according to the Customer’s selected criteria on the mobile application or otherwise, and which is comprised of vitamins, minerals and homeopathic ingredients. 1.7. “Parties” shall mean the Customer and U GEN and ‘Party’ shall mean either of them as the context determines; 1.8. “Terms and Conditions” shall mean all of the terms and conditions recorded in this Agreement; 1.9. “Agreement” shall mean this document containing the Terms and Conditions which shall form part of each and every Order placed by a Customer for Goods of U GEN. 1.10. “Website” shall mean the website of U GEN available at https://u-gen.io. 1.11. “Mobile Application” shall mean the U GEN application available for mobile or tablet devices or the Google Play and Apple App stores. 2. INTERPRETATION 2.1. The headings in these Terms and Conditions are for reference and convenience purposes only and shall not be used for or assist or affect its interpretation. 2.2. Any words in these Terms and Conditions referring to any one gender shall include the other, and any words signifying the singular shall include the plural and vice versa, and words signifying a natural person shall include an artificial or juristic person and vice versa. 2.3. The Parties agree that the rule of interpretation to construe terms against the drafter shall not be applicable. 2.4. These Terms and Conditions shall apply to all Goods Ordered by the Customer, to the complete exclusion of any other terms and conditions, whether oral or in writing. 3. COMMENCEMENT AND DURATION These Terms and Conditions shall commence and shall be of full force and effect from the date on which the Customer Orders the Goods and shall endure indefinitely after and shall expressly apply to all Orders of Goods of the Customer. It is expressly agreed that by Ordering and purchasing Goods from U GEN via the website or mobile application, the Customer agrees to be bound by and accepts the Terms and Conditions. 4. ORDERS AND PRICES 4.1. An Order will be deemed to have been received by U Gen once U GEN accepts the Order, which acceptance need not be in writing. Failure by U GEN to formally confirm or notify the Customer of the acceptance of the Order shall not affect the validity of the Order and the enforceability thereof. 4.2. The price due and payable by the Customer to U GEN for the Goods shall be the quoted price as at the time of the Customer placing the Order/(s), alternatively, a revised quoted price by U GEN in the event that the Parties have agreed to an amendment of the Customer’s Order/(s). 4.3. U GEN reserves the right to vary or amend the price of any of its Goods without prior notice to the Customer, which variation or amendment will not affect Orders already placed by the Customer at the time of the variation or amendment taking effect. 4.4. All prices are quoted in South African Rands (ZAR). 5. PAYMENTS AND CANCELLATIONS 5.1. Upon placement of any Order, the Customer must make full payment to U GEN of the quoted price in advance and prior to the preparation, packaging and delivery of the Goods. 5.2. The Parties agree that a payment made by a Customer in respect of an Order is a non-refundable payment, constituting U GEN’s liquid and pre-estimated damages occasioned by any termination on the part of the Customer. The Customer expressly agrees that this is reasonable as the Goods Ordered by the Customer will not be able to be re-sold to another Customer, as the Goods are customized according to the Customer’s individual needs, and cannot therefore be used by another Customer. U GEN reserves its right to provide a refund to the Customer in accordance with the provisions of clause 6 below. 5.3. Any and all cancellation of Orders are to be made in writing. Notice of cancellation is to be sent to admin@u-gen.io. The Customer undertakes to cancel the order within a reasonable timeframe, given the nature of the Goods and the processing time of the Order by U GEN, stipulated in clause 6 below. 5.4. All payments by the Customer to U GEN shall be paid in cleared funds, in full and without deferment, free of exchange and without any deduction or set-off of whatsoever nature. 5.5. The Customer agrees and acknowledges that payments made to U GEN shall only be deemed to have been received when the funds have been cleared into the bank account of U GEN. 5.6. The Customer agrees and acknowledges that all payments made into U GEN’s bank account shall be at the Customer’s risk until the funds have been cleared into the bank account of U GEN, as confirmed by the relevant bankers. 5.7. No third party is authorized to accept any payment due by the Customer on behalf of U GEN, unless otherwise stipulated by U GEN in writing. 6. DELIVERY OF GOODS, RETURNS AND REFUNDS 6.1. All Goods are subject to availability at the time of Ordering. 6.2. Goods that have been ordered by the Customer will be prepared, packaged and dispatched within 5 (five) business days of the Order being accepted by U GEN. 6.3. The Goods will be delivered to the address specified for that purpose (“delivery address”) by the Customer when placing the Order 6.4. The Parties agree that U GEN will not be held liable for any loss or damage of whatsoever nature and howsoever arising in the event of any delay of the preparation, packaging or delivery of the Goods so Ordered. 6.5. U GEN will make use of a courier service to deliver the Goods and the Customer agrees and acknowledges that the risk in and to the goods passes to the Customer at the time of the Goods being handed over to the courier service for delivery. 6.6. The Customer agrees that U GEN will not need to prove that the Customer personally received the Goods and that confirmation that the Goods were received and signed for by a person at the address for delivery will be sufficient proof that the Goods were delivered and received. 6.7. If the Customer receives damaged or defective Goods, they are to inform U GEN of such damage or defect within 7 (seven) days of receiving the Goods on admin@u-gen.io. U GEN will then arrange for the Goods to be collected from the delivery address. Once U GEN has received the Goods and agrees with the allegation of damage or defect, U GEN will either, at its sole and unfettered discretion, exchange the Goods or new Goods or refund the Customer in respect of the price paid for the Goods. 6.8. The foregoing in clause 6.7. will not apply to Goods which in U GEN’s opinion have been rendered defective by misuse or neglect on the part of the Customer, including but not limited to, the Customer’s failure to comply with the recommended storage conditions, or to Goods which have reached their expiry date and in respect of which no claim is made by the Customer until after that date has passed. 6.9. If the Customer receives the incorrect Goods, the Customer is to inform U GEN of this within 7 (seven) days of receiving the Goods. U GEN will then arrange for the Goods to be collected at the delivery address. Once the Goods have been received by U GEN, the correct Goods will then be delivered to the Customer. 6.10. Any and all applied for or necessary refunds of payments to Customers shall be processed by U GEN in its sole and unfettered discretion on a case-by-case basis. Such refunds shall exclude delivery charges incurred by U GEN when processing same. 7. INDEMNITY, LIMITATION OF LIABILITY AND WARRANTY 7.1. The Goods of U GEN do not constitute a registered medicine and have not been evaluated by SAPHRA for its quality, safety or intended use. 7.2. U GEN recommends that the Customer consults with a registered medical practitioner before Ordering or using any Goods of U GEN. U GEN products do not intend to cure or prevent any illness or disease. 7.3. Under no circumstances shall U GEN be liable towards the Customer or any other person for any loss of any nature whatsoever and howsoever arising, including but not limited to special, indirect or consequential damages, whether or not negligent, willfully wrongful, or otherwise actionable at law and whether based upon inter alia loss of goodwill, loss of profits, loss of revenue or any other losses from the consumption or use of the Goods. 7.4. The Customer indemnifies U GEN and holds U GEN harmless from any and all claims, demands, liabilities, suits, losses, costs or expenses of any kinds howsoever arising against and for all claims (including third party claims) as a result of death, injury, losses, including but not limited to consequential loss, damages, interest on claims and costs (including attorney’s costs) arising out of or in connection with any consumption or use of the Goods or act or omission by U GEN, its associated companies, personnel, officers, employees, agents or subcontractors or their employees, due to or in connection with or in consequence of any transaction concluded between the Customer and U GEN. U GEN shall not be liable by reason of any representation, or any implied warranty, condition or other term or any duty at common law or under the terms of these Terms and Conditions for any indirect, special or consequential loss or damage (whether loss of profits, contracts, business or goodwill or otherwise), costs, expenses or other claims for compensation whatsoever, whether caused by U GEN, its employees or agents or otherwise. 7.5. This indemnity shall be construed to the widest extent permissible in favour of U GEN and shall endure indefinitely. 8. BREACH 8.1. Subject to the provisions in these Terms and Conditions, should any Party commit a breach of this Agreement and fail to remedy within 7 (seven) business days after receipt from the other Party of written notice calling upon it to do so, then the Party aggrieved by that breach shall be entitled to enforce the performance of the terms hereof and/or claim damages, interest and costs on an attorney and own client scale. 9. TERMINATION AND SUSPENSION 9.1. The Customer shall not, under any circumstances, be entitled to terminate or cancel these Terms and Conditions. 9.2. U GEN shall be entitled to immediately suspend or terminate the Customer’s receipt of any Goods and/or terminate/cancel these Terms and Conditions without notice if the Customer: 9.2.1. Fails to make any payment due to U GEN; 9.2.2. Is in breach of any of these Terms and Conditions 9.2.3. Is deceased; 9.2.4. Is deregistered; 9.2.5. Commences any winding up proceedings; 9.2.6. Commences any business rescue proceedings; 9.2.7. Becomes insolvent; 9.2.8. Concludes a compromise with any of its creditors; 9.2.9. Commits and act of insolvency; or 9.2.10. A judicial manager, trustee, executor or curator is appointed in respect of the Customer. 9.3. Upon termination/cancellation by U GEN, U GEN shall have no further obligations to the Customer in terms of these Terms and Conditions and/or the Customer’s Order and the Customer hereby agrees to pay to U GEN any and all amounts due and owing as at the date of termination/cancellation, including any costs and damages in respect of any loss suffered by U GEN as a result the termination/cancellation. 10. FORCE MAJEURE 10.1. U GEN is not and will not be responsible or liable for any failure or delay in performing any obligation in the event and to the extent that such failure or delay is caused by any circumstance/(s) beyond the reasonable control of U GEN, including but not limited to labour disruptions, stay aways or strikes (whether legal, illegal or in sympathy), court orders, war, revolution, riot, civil unrest or commotion, theft, sabotage, floods, epidemic, acts of restraints of government, shortages of materials or services. 10.2. In the event of an occurrence of any of the events referred to in 10.1. above, U GEN will give timeous notice of the occurrence of such an event to the Customer and will use all reasonable endeavours to minimize the effect of such an event in the performance of any or all of its obligations, including but not limited to delivery of the Goods. 11. ADDRESSES 11.1. The address for U GEN for the purposes of service of any notice or legal process shall be Landmark West Office, 13 Umgazi Street, Menlo Park, Gauteng, 0081. 11.2. The address of the Customer for purposes of service of any process shall be the address stipulated when Ordering Goods as the delivery address. 11.3. U GEN agrees that any notice or legal process can also be sent to admin@u-gen.io. 11.4. The Customer agrees that any notice or legal process can also be sent to the email address which the Customer has provided to U GEN in the process of signing up to the U GEN website and/or mobile application. 11.5. A notice or legal process to any Party which is sent by registered post in a correctly addressed envelope to the address specified above shall be deemed to have been received, unless proven otherwise, within 14 (fourteen) Business Days from the date it was posted or if it is delivered to the Party by hand, it shall be deemed to have been received on the date of delivery by hand, provided it was delivered to a responsible person during business hours. 11.6. A notice or legal process to any Party which is sent by email to the email addresses specified above shall be deemed to have been received on the same day on which the email has been sent, if sent during ordinary working hours, failing which, it will be deemed to have been received on the following working day, unless proven otherwise. 11.7. Each Party shall notify the other Party of any change to their respective address or email address within 7 (seven) days of the change taking effect. 12. GENERAL 12.1. These Terms and Conditions constitute the entire Agreement between the Parties in respect of their subject matter. U GEN reserves the right to amend these Terms and Conditions and the Customer will be notified of any such amendment. 12.2. No act or omission of U GEN will be construed as a variation, relaxation or waiver of any of these Terms and Conditions. 12.3. The Customer shall not cede or assign any of its rights and/or obligations in terms of these Terms and Conditions without prior written consent of U GEN. 12.4. If any provision of these Terms and Conditions are rendered void, illegal or unenforceable in any respect, such provision shall be deemed to be severable from the rest of the Terms and Conditions and the validity and enforceability of the remaining provisions shall not be affected. 12.5. No indulgence, leniency or extension of time which any Party may grant to the other Party shall in any way prejudice the rights of such Party in terms of these Terms and Conditions. 12.6. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of South Africa.