Terms & Conditions

1. DEFINITIONS

In this Agreement, unless the context otherwise requires: "Software" means the subscription-based software service described in Schedule A, including all updates, enhancements, and documentation.

A. "AUP" means the Global Acceptable Use Policy attached as Schedule D, which forms part of this Agreement.

B. "Authorised Users" means the employees, agents, and independent contractors of the Customer who are authorised by the Customer to use the Software under the rights granted to the Customer pursuant to this Agreement.

C. "Confidential Information" means all non-public, business, technical, financial, or other information disclosed by one Party to the other, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

D. "Customer Data" means all data, information, content, and material that is uploaded, stored, processed, transmitted, or otherwise made available in the Software by or on behalf of the Customer, including any Personal Information.

E. "Deliverables" means any reports, documentation, software code, or other materials expressly developed by the Supplier for the Customer as part of Professional Services, excluding the Software and Supplier's Intellectual Property Rights.

F. "Development Costs" means any costs payable by the Customer for modifications, enhancements, integrations, or custom development requested by the Customer outside of the Supplier's standard product roadmap, as set out in Schedule B.

G. "Downtime" means the period of time during which the Software is unavailable for use by the Customer, excluding any events set out in Schedule E (Service Level Credits).

H. "Effective Date" means the date of commencement of the Subscription as specified in this Agreement.

I. "Effective Termination Date" means the date on which this Agreement or the Subscription Term ends, whether by expiry or termination.

J. "Fees" or "Subscription Fees" means all amounts payable by the Customer to the Supplier under this Agreement, including but not limited to subscription fees, Development Costs, hardware costs, and any other charges set out in Schedule B.

K. "Force Majeure Event" means any act, event, omission, or accident beyond a Party's reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, strikes, lockouts, labour disputes, war, terrorism, civil commotion, embargoes, governmental restrictions, or interruptions of telecommunications or internet services.

L. "Hardware" means any point-of-sale terminals, peripherals, or related devices supplied by the Supplier to the Customer for use with the Software, subject to the terms set out in this Agreement and Schedule B.

M. "Intellectual Property Rights" or "IPR" means all rights, title, and interest in and to patents, copyright, moral rights, trademarks, service marks, trade names, domain names, trade secrets, designs, know-how, and all other intellectual property rights, whether registered or unregistered, including applications, renewals, extensions, and rights to sue for past infringement.

N. "Personal Information" has the meaning given to it in the Protection of Personal Information Act, 2013 ("POPIA"), and where applicable, in the General Data Protection Regulation ("GDPR").

O. "PO" or "Purchase Order" means a written order issued by the Customer in accordance with Schedule B, specifying the fees, hardware, software licenses, or services to be delivered under this Agreement.

P. "Professional Services" means any training, consulting, integration, or development work performed by the Supplier for the Customer, other than the standard Software subscription services.

Q. "Scheduled Maintenance" means planned and communicated maintenance of the Software or related systems, of which the Supplier provides the Customer at least forty-eight (48) hours' prior written notice.

R. "Service Credits" means the credits or reductions in subscription fees available to the Customer in accordance with Schedule E (Service Level Credits).

S. "Software" means the subscription-based software service described in Schedule A, including all updates, enhancements, and documentation.

T. "Subscription Term" means the recurring period for which the Customer subscribes, as set out in Schedule B.

U. "Third-Party Integrations" means applications, services, or platforms provided by third parties that interoperate with the Software, subject to the terms of Clause 17.

V. "Third-Party Providers" means third-party service providers engaged by the Supplier, including but not limited to cloud hosting providers, card processors, clearing systems, and other infrastructure providers.

W. "Uptime" means the availability of the Software measured in accordance with Schedule E (Service Level Credits).

2. INTERPRETATION

In this Agreement, unless the context otherwise requires:

A. headings are for convenience only and shall not affect interpretation;

B. words in the singular include the plural and vice versa;

C. references to a statute or law shall include any amendment, re-enactment, or replacement thereof;

D. references to "including" or "includes" shall be deemed to be followed by "without limitation"; and

E. any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

3. RELATIONSHIP OF THE PARTIES

3.1. The Parties acknowledge and agree that their relationship under this Agreement is that of independent contracting parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, fiduciary relationship, or employment relationship between the Parties.

3.2. Neither Party shall have the authority to act for or bind the other Party in any manner whatsoever, unless expressly authorised in writing.

3.3. The Customer acknowledges that the Supplier provides the Software and related services as an independent service provider and that the Supplier's employees, contractors, and representatives are not, and shall not be deemed to be, employees or agents of the Customer.

3.4. Nothing in this Agreement shall restrict the Supplier from providing the Software or similar services to other customers, including competitors of the Customer.

4. SUBSCRIPTION LICENCE

4.1. The Supplier grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Software during the Subscription Term for its internal business purposes only, subject to compliance with this Agreement and the AUP as set out in Sc.

4.2. No ownership of the Software or any intellectual property rights is transferred to the Customer

5. NO OWNERSHIP OF SOFTWARE OR INTELLECTUAL PROPERTY RIGHTS

5.1. The Customer acknowledges and agrees that its use of the Software is limited to a non-exclusive, non-transferable, and revocable license strictly for the purposes and duration specified in this Agreement. All rights, title, and interest in and to the Software, including but not limited to all intellectual property rights, trade secrets, source code, object code, documentation, trademarks, and related materials, whether registered or unregistered, shall remain the sole and exclusive property of the Supplier (or its licensors, where applicable).

5.2. Nothing in this Agreement shall be construed as transferring, assigning, or granting to the Customer any ownership rights in the Software or any associated intellectual property. The Customer acquires no rights other than those expressly granted herein and is prohibited from copying, modifying, reverse-engineering, sublicensing, or otherwise using the Software except as permitted under this Agreement.

6. RESTRICTIONS ON USE

6.1. The Customer shall not, whether directly or indirectly:

A. copy, duplicate, reproduce, or distribute the Software or any part thereof;

B. modify, adapt, translate, or create derivative works based on the Software;

C. reverse engineer, decompile, or attempt to extract the source code;

D. rent, lease, lend, sell, sublicense, or make the Software available to any third party;

E. circumvent any access control or security features of the Software.

7. PROHIBITED USES (GLOBAL)

7.1. The Customer shall not use the Software for any unlawful, fraudulent, or criminal activity, whether under the laws of the Republic of South Africa or any other jurisdiction worldwide in which the Software is accessed, hosted, transmitted, or used.

7.2. This includes, without limitation:

A. violating any applicable law, regulation, or international convention;

B. facilitating fraud, theft, money laundering, terrorism, human trafficking, cybercrime, or any other criminal offence;

C. distributing, storing, or transmitting unlawful, harmful, or offensive content.

7.3. Any breach of this clause or the AUP as set out in Schedule D shall be deemed a material breach of this Agreement and shall entitle the Supplier to immediately suspend or terminate the Customer's access to the Software, without prejudice to the Supplier's rights to claim penalties, damages as set out in Schedule C, or to refer the matter to law enforcement authorities in South Africa or any other relevant jurisdiction.

7.4. Any breach of this Clause shall constitute a material breach of this Agreement. Without limiting any other remedies available to the Supplier, the following consequences may apply:

A. Immediate Suspension: The Supplier may immediately suspend the Customer's access to the Software until the breach is remedied.

B. Termination: The Supplier may terminate this Agreement with immediate effect in accordance with Clause 19 (Term, Renewal & Termination).

C. Penalties and Damages: The Customer shall be liable for all penalties and damages set out in Clause 8 and Schedule C, including but not limited to penalties for unauthorised duplication, disclosure, or access.

D. Legal Action: The Supplier reserves the right to pursue all legal remedies, including injunctive relief, damages claims, and recovery of legal costs on an attorney-and-own-client scale.

8. FEES AND PAYMENT

8.1. The Customer shall pay the subscription fees set out in Schedule B.

8.2. Fees are payable in advance at the beginning of each Subscription Term.

8.3. Failure to make payment within 7 days of the due date entitles the Supplier to suspend access without notice until payment is received by the supplier.

8.4. The subscription fees are subject to an annual increase, as detailed in Schedule B. The Supplier will communicate any such increase to the Customer via email at least 30 (thirty) days prior to its effective date. No increase shall exceed the South African Consumer Price Index (CPI) plus five percent (5%), and all increases shall be applied fairly and consistently.

8.5. For clarity, the subscription fees do not include any costs, charges, or fees payable to third-party services integrated with the Software. The Customer shall be solely responsible for all such third-party costs, as set out in Schedule B.

9. INTELLECTUAL PROPERTY & PENALTIES

9.1. All intellectual property rights in and to the Software remain the sole property of the Supplier.

9.2. Any breach of Clause 3, 5 or the AUP set out in Schedule D shall be deemed a material breach of this Agreement.

9.3. In addition to any other remedies available in law, the following penalties as set out in Schedule C shall apply.

10. CONFIDENTIALITY & DATA PROTECTION

10.1. Each Party shall treat as confidential and not disclose to any third party any information of a confidential nature obtained from the other Party, except as required by law.

10.2. The Parties acknowledge and agree to comply with the Protection of Personal Information Act, 2013 (POPIA), to the extent applicable.

10.3. The Supplier shall implement and maintain reasonable technical and organisational security measures to protect personal information processed through the Software against loss, unauthorised access, or disclosure.

10.4. The Customer remains the responsible party (as defined in POPIA) in relation to any personal information it uploads, stores, or processes through the Software.

10.5. The Supplier shall not be liable for breaches of privacy or data where such arise from theft, hacking, or unauthorised access beyond its reasonable control.

10.6. The Customer indemnifies and holds the Supplier harmless against any claims, damages, or penalties arising from the Customer's unlawful processing of personal information.

10.7. In the event of a data breach affecting the Software, the Supplier will take reasonable steps to notify the Customer as soon as practicable, but such notification shall not imply liability on the part of the Supplier.

11. HARDWARE OWNERSHIP AND RETURN

11.1. Any hardware supplied by the Supplier to the Customer for use with the Software shall remain the property of the Supplier for two (2) years.

11.2. If the Customer cancels within two years, they shall return the hardware in the same condition, fair wear and tear excepted.

11.3. Failure to return or damage beyond fair wear makes the Customer liable for full replacement cost as set out in Clause 12 and Schedule B.

12. HARDWARE DAMAGE AND REPLACEMENT

12.1. The Supplier shall not be responsible for hardware damage, loss, or malfunction after delivery.

12.2. Repairs, maintenance, or replacements outside of manufacturing defects are at the Customer's cost.

12.3. The Customer must take reasonable care of hardware and use it per Supplier's instructions.

12.4. Replacement hardware costs shall be borne by the Customer.

13. SERVICE LEVELS (SLA)

13.1. The Supplier shall use commercially reasonable efforts to ensure 99.00% uptime availability of the Software, excluding scheduled maintenance windows.

13.2. Scheduled maintenance shall be communicated to the Customer at least 48 hours in advance.

13.3. Support response times: Critical issues – within 2 hours; High priority issues – within 4 hours; Normal issues – within 24 hours.

13.4. If the Supplier fails to meet uptime commitments, the Customer shall be entitled to service credits as detailed in Schedule E.

14. THIRD-PARTY SERVICE AVAILABILITY

14.1. The Customer acknowledges that the Software is hosted on third-party infrastructure and may rely on third-party networks and services. The Supplier shall not be liable for any unavailability, delay, or failure of the Software caused by such third-party providers, provided that the Supplier shall use reasonable efforts to mitigate and resolve such issues.

15. THIRD-PARTY INTEGRATIONS

15.1. The Customer may, with the prior written consent of the Supplier, integrate the Software with third‑party applications, services, or platforms ("Third‑Party Integrations"). Any such integrations are subject to the terms of this clause and any additional terms the Supplier may require.

15.2. The Customer warrants that it has all necessary rights, licenses, permissions, and consents to allow the Software to access, use, transfer, or process data to/from the third‑party service.

15.3. The Supplier does not guarantee the availability, compatibility, performance, or security of any Third‑Party Integration. The Supplier shall not be responsible for any malfunctions, data losses, security breaches, or other issues arising from or caused by a third‑party service or its changes, whether or not those changes were foreseeable.

15.4. If the third‑party service has costs associated with its use (licensing fees, subscription fees, transaction fees, etc.), those costs are the responsibility of the Customer, unless expressly agreed otherwise in writing.

15.5. The Customer remains responsible for the integrity, privacy, and security of its data when using Third‑Party Integrations, including ensuring that such third parties comply with applicable laws (such as POPIA).

15.6. The Supplier may require that any third‑party service used adhere to minimum security, privacy, or technical standards, which will be notified to the Customer in writing. The Customer shall perform or cause to be performed any necessary steps to meet those standards.

15.7. Unless agreed otherwise, the Supplier may suspend or disable a Third‑Party Integration if it believes that the third‑party service poses a risk to security, stability, or lawful operation of the Software or systems, until such risk is remedied.

15.8. Upon termination or expiry of this Agreement, the Customer shall cease to use any Third‑Party Integration (unless the parties agree otherwise), and where required, remove or disable connectors, keys, APIs, or any artifacts of the integration.

15.9. For clarity, any failure by the Customer to pay third-party service fees that disrupts or suspends the Software shall be governed by Clause 19.6 of this Agreement, and may constitute a material breach entitling the Supplier to suspend or terminate this Agreement.

15.10. Third-Party Service Costs:

A. The subscription fees set out herein do not include any costs, charges, or fees payable to third-party services integrated with the Software.

B. The Customer shall be solely responsible for payment of all fees, charges, and expenses arising from the use of any Third-Party Integration, unless expressly agreed otherwise in writing by the Supplier.

16. SUBCONTRACTOR STANDARDS

16.1. The Supplier may subcontract any of its obligations under this Agreement without the prior consent of the Customer.

16.2. The Supplier shall remain responsible for the performance of subcontracted services, but the Customer shall have no right to object to or delay subcontracting arrangements.

17. ASSIGNMENT & SUBCONTRACTING

17.1. The Customer shall not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Supplier. The Supplier may, without the Customer's consent, assign or transfer this Agreement (in whole or in part) to any affiliate, successor entity, or third-party service provider, including in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its assets. The Supplier shall remain responsible for the performance of its subcontractors.

18. WARRANTIES & DISCLAIMERS

18.1. The Supplier warrants that it has the right to grant this subscription license.

18.2. Except as expressly provided, the Software is provided 'as is', without warranties of fitness for purpose or uninterrupted availability.

18.3. The Customer represents and warrants that:

A. it has full legal capacity, power, and authority to enter into and perform this Agreement;

B. its use of the Software shall comply with all applicable laws, regulations, and industry standards, including data protection and anti-corruption laws;

C. all information provided to the Supplier is true, accurate, and complete; and

D. the Customer Data does not infringe, misappropriate, or violate the rights of any third party.

19. LIABILITY

19.1. The Supplier's liability for any claim under this Agreement shall be limited to the subscription fees paid by the Customer in the 12 months preceding the claim, except in cases of willful misconduct.

19.2. The Supplier shall have no liability whatsoever for:

A. loss, corruption, or disclosure of data from hacking or unauthorised access beyond its control;

B. indirect, consequential, or punitive damages;

C. loss of profits, revenue, goodwill, or anticipated savings.

D. Nothing excludes liability for fraud or willful misconduct.

20. TERM, RENEWAL, TERMINATION & TERMINATION ASSISTANCE

20.1. This Agreement commences on the Effective Date and continues for the Subscription Term.

20.2. The Subscription shall automatically renew for successive terms of equal duration unless either Party provides at least one (1) calendar month's prior written notice of termination before the expiry of the then-current term.

20.3. The Supplier may terminate immediately if the Customer breaches Clause 5, 6, 7 or the AUP set out in Schedule D.

20.4. On termination, the Customer shall cease all use of the Software.

20.5. Termination for breach does not release the Customer from liability for penalties or damages accrued up to termination.

20.6. If the Customer fails to pay any third-party service fees relating to a Third-Party Integration, and such failure results in disruption, suspension, or termination of the integration or the Software's functionality, the Supplier may:

A. suspend the Customer's access to the Software until the third-party fees are settled; and/or

B. charge the Customer an administrative fee of ZAR R4000.00 to cover the Supplier's costs of addressing such disruption. Such failure shall be deemed a material breach of this Agreement if not remedied within 7 days of written notice.

20.7. GENERAL CONSEQUENCES OF BREACH:

20.7.1. Any failure by the Customer to comply with the provisions of this Agreement, whether or not the specific clause breached expressly sets out consequences, shall constitute a material breach of this Agreement.

20.7.2. In addition to any other rights provided elsewhere in this Agreement, the Supplier shall be entitled to:

A. Suspend the Customer's access to the Software and/or related services until the breach is remedied;

B. Terminate this Agreement with immediate effect, in accordance with Clause 20;

C. Recover from the Customer all penalties and damages as contemplated in Clause 9 and Schedule C; and

D. Pursue all legal remedies available in law, including injunctive relief, damages claims, and recovery of legal costs on an attorney-and-own-client scale.

11.6.3 The remedies provided in this Agreement are cumulative and shall not exclude any other remedies available at law.

21. TERMINATION ASSISTANCE

21.1. The Supplier shall provide data export assistance for up to 30 days after termination, as already set out in this Agreement.

21.2. Any additional termination assistance shall be provided only if agreed in writing, subject to the Supplier's availability, and at the Customer's cost.

22. SUSPENSION OF SERVICES

22.1. The Supplier may, at its sole discretion and without liability, suspend or limit the Customer's access to the Software immediately upon written or electronic notice if:

A. the Customer fails to pay any undisputed fees when due;

B. the Customer's use of the Software poses a security, stability, or performance risk to the Supplier or other customers;

C. the Supplier is required to do so by law, regulation, or governmental authority; or

D. the Customer is in material breach of this Agreement or the AUP.

22.2. Such suspension shall not relieve the Customer of its payment obligations under this Agreement.

23. SUSPENSION FOR LEGAL/REGULATORY REASONS

23.1. The Supplier may immediately suspend or terminate the Customer's access to the Software, without liability, where such access is prohibited by law, regulation, or order of a court or governmental authority.

24. DATA OWNERSHIP & PORTABILITY

24.1. The Customer retains all rights, title, and interest in and to its data.

24.2. Upon termination or expiry of this Agreement, the Customer may request a complete export of its data in a commonly used electronic format.

24.3. The Supplier shall provide reasonable assistance for data migration for up to 30 days after termination.

25. DATA SECURITY & COMPLIANCE

25.1. The Supplier shall implement and maintain appropriate technical and organisational measures to protect Customer data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access.

25.2. Such measures shall include, but not be limited to, encryption, regular backups, and disaster recovery procedures.

25.3. The Supplier shall comply with the Protection of Personal Information Act, 2013 (POPIA) and, where applicable, the General Data Protection Regulation (GDPR).

26. CUSTOMER RESPONSIBILITIES

26.1. The Customer shall be responsible for:

A. Ensuring that all of its authorised users comply with the Agreement and AUP;

B. The acts and omissions of its personnel and third parties using its credentials;

C. Maintaining its own hardware, internet connectivity, and security controls necessary for accessing the Software;

D. Providing accurate and complete information required for the Supplier to provide the Software.

27. INSURANCE

27.1. The Customer shall, at its own cost, maintain adequate insurance coverage appropriate to its operations, including but not limited to business interruption and data protection insurance.

27.2. The Supplier shall not be required to disclose details of its own insurance arrangements unless mandated by law.

28. FORCE MAJEURE

28.1. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from events beyond its reasonable control, including but not limited to natural disasters, strikes, lockouts, wars, acts of terrorism, pandemics, or government restrictions.

28.2. The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate the effects of the force majeure event.

29. PERFORMANCE REPORTING

29.1. The Supplier may, at its discretion and subject to reasonable request, provide summary service level information to the Customer.

29.2. Any such reports are provided for information purposes only and shall not create additional warranties or obligations beyond those expressly set out in this Agreement.

30. GOVERNING LAW

This Agreement shall be governed by the laws of the Republic of South Africa. The Parties consent to the jurisdiction of the High Court of South Africa.

31. AUDIT & INSPECTION RIGHTS

The Supplier reserves the right to audit Customer's use of the Software to ensure compliance with the terms of this Agreement.

32. COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.

32.1. The Customer shall have the right, upon reasonable notice and during normal business hours, to audit the Supplier's data protection and security practices relevant to the Customer's data.

33. INDEMNITIES

33.1. The Supplier shall indemnify and hold harmless the Customer against any claims, damages, or expenses arising from third-party claims that the Software infringes any intellectual property rights.

33.2. The Customer shall indemnify and hold harmless the Supplier against any claims, damages, or expenses arising from misuse of the Software or breach of applicable laws by the Customer.

34. DISPUTE RESOLUTION

34.1. In the event of a dispute, the Parties shall first attempt to resolve the matter amicably through good faith negotiations.

34.2. If the dispute cannot be resolved within 30 days, the matter shall be referred to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA).

34.3. If mediation fails, the dispute shall be finally resolved through arbitration in accordance with AFSA rules.

34.4. The arbitration award shall be final and binding on the Parties.

35. COSTS OF ENFORCEMENT

If either Party commences legal proceedings to enforce its rights under this Agreement, the prevailing Party shall be entitled to recover from the other Party all reasonable costs, charges, and expenses (including attorney-and-own-client costs) incurred in connection with such proceedings.

36. NOTICES

36.1. All notices under this Agreement shall be in writing and delivered by hand, courier, registered post, or email to the addresses specified in the Agreement.

36.2. Notices shall be deemed received: if delivered by hand, on delivery; if by courier, on confirmed delivery; if by registered post, 7 days after posting; if by email, on confirmation of receipt.

37. ENTIRE AGREEMENT & SEVERABILITY

37.1. This Agreement, including all Schedules, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements, whether oral or written.

37.2. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

38. ANTI-BRIBERY & COMPLIANCE WITH LAWS

38.1. The Customer warrants and undertakes that its use of the Software shall comply with all applicable laws, including data protection, anti-bribery, anti-money laundering, and export control regulations.

38.2. The Supplier shall use reasonable efforts to comply with applicable laws relating to the provision of the Software but shall not be liable for the Customer's misuse or unlawful use of the Software.

39. SUB-PROCESSING & INTERNATIONAL DATA TRANSFERS

The Customer authorises the Supplier to appoint third-party sub-processors, including affiliates and cloud service providers, to process Customer Data for the purpose of providing the Software. The Supplier shall remain responsible for the performance of its sub-processors. The Customer acknowledges and consents that Customer Data may be transferred to and processed in jurisdictions outside of South Africa, subject to appropriate safeguards in compliance with POPIA and, where applicable, the GDPR.

40. INDEMNITY – CARD SETTLEMENT AND CLEARING TIMES

40.1. The Customer acknowledges and agrees that settlement and clearing of funds in respect of card or electronic transactions are managed solely by third-party payment processors, acquiring banks, and clearing systems, and are subject to their respective policies, practices, and timelines. The Supplier has no control over, and shall not be responsible or liable for, the timing of settlement, the availability of funds, or any delays in the Customer receiving payment.

40.2. The Customer shall indemnify, defend, and hold harmless the Supplier, its directors, officers, employees, and affiliates from and against any and all claims, demands, actions, losses, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

A. any delay or failure in the settlement or clearing of funds by third-party payment processors, acquiring banks, or clearing systems;

B. any consequential loss, cash flow disruption, or business interruption suffered by the Customer as a result of delayed settlement; and

C. any disputes, claims, or proceedings brought by the Customer's clients, cardholders, or other third parties in relation to settlement or clearing times.

D. For the avoidance of doubt, the Supplier provides no warranty or guarantee in respect of settlement or clearing times, and all such risks remain solely with the Customer.

41. INDEMNITY – CARD PROCESSING PROVIDER

41.1. The Customer acknowledges and agrees that the Supplier utilises independent third-party service providers for the processing of card and electronic payments. The Supplier makes no representations or warranties and assumes no liability in respect of the performance, availability, security, or functionality of such third-party payment processing services.

41.2. The Customer shall indemnify, defend, and hold harmless the Supplier, its directors, officers, employees, and affiliates from and against any and all claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

A. any failure, error, delay, or interruption in the card processing services provided by the third-party provider;

B. any dispute between the Customer and its clients, cardholders, or financial institutions relating to payments, chargebacks, refunds, or reversals; and

C. any unauthorised access to, or misuse of, cardholder data processed by the third-party provider, to the extent not caused by the Supplier's gross negligence or willful misconduct.

41.3. For clarity, the Customer acknowledges that any claims or remedies relating to the provision of card processing services shall lie solely against the third-party provider, and not against the Supplier.

42. EXPORT CONTROL AND SANCTIONS COMPLIANCE

The Customer shall not use, export, re-export, or transfer the Software in violation of applicable export control laws, trade sanctions, or similar regulations of any jurisdiction. The Customer represents that it is not located in, under the control of, or a national or resident of any restricted country or prohibited party.

43. DATA RETENTION & SECURE DELETION

Upon termination or expiry of this Agreement, the Supplier shall retain the Customer's data for a period of thirty (30) days to permit data export in accordance with Clause 21 Thereafter, the Supplier shall securely delete or anonymise such data from its systems, except to the extent retention is required by law or for the defence of legal claims.

44. PUBLICITY RIGHTS

The Customer grants the Supplier the right to use the Customer's name and logo in the Supplier's marketing materials, case studies, and client reference lists, provided that any such use is in accordance with the Customer's reasonable brand guidelines.

45. NON-SOLICITATION OF PERSONNEL

During the term of this Agreement and for twelve (12) months thereafter, the Customer shall not, directly or indirectly, solicit for employment or engagement any employee, consultant, or contractor of the Supplier involved in the provision of the Software, without the Supplier's prior written consent. This restriction shall not apply to general recruitment activities not specifically directed at such personnel.

46. CHANGE IN CONTROL

The Supplier may assign or transfer this Agreement, without the Customer's prior consent, to any successor entity in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its assets.

47. CHANGE CONTROL

47.1. Any changes to the scope of services, fees, or terms of this Agreement shall be agreed in writing by both Parties.

47.2. The Supplier reserves the right to update the Software features from time to time, provided such updates do not materially diminish the functionality of the Software.

48. SURVIVAL OF CLAUSES

The termination or expiry of this Agreement shall not affect the accrued rights, remedies, obligations, or liabilities of the Parties existing at termination. Without limiting the generality of the foregoing, the provisions relating to confidentiality, intellectual property, penalties, indemnities, limitation of liability, data retention and deletion, publicity rights, non-solicitation, governing law, and dispute resolution shall survive termination or expiry of this Agreement.

49. MODIFICATION OF TERMS OF USE

49.1. The Supplier reserves the right, in its sole discretion, to amend, update, or otherwise modify these Terms of Use, the Service Levels, and any related policies from time to time. Any such modification shall become effective upon the earlier of:

A. the posting of the revised Terms of Use on the Supplier's website or customer portal www.nexo.app; or

B. written notice to the Customer (which may include electronic notice, such as email).

49.2. The Customer's continued use of the Software or Services following the effective date of any modification shall constitute the Customer's acceptance of the modified Terms of Use. If the Customer does not agree to the modified Terms of Use, the Customer's sole remedy shall be to discontinue use of the Software and Services, subject always to its obligations accrued up to the date of discontinuance.

50. SURETYSHIP AND CO-PRINCIPAL DEBTOR

50.1. The signatory to this Agreement, by his/her signature hereto in his/her personal capacity (the "Surety"), hereby irrevocably and unconditionally binds himself/herself as surety and co-principal debtor in solidum with the Customer in favour of the Supplier for the due and punctual payment and performance by the Customer of all its obligations under this Agreement, whether presently due, owing, or arising in the future.

50.2. The Surety renounces the benefits of excussion and division, the legal consequences of which he/she acknowledges to understand, so that the Supplier shall be entitled to proceed against the Surety for the full amount of the Customer's indebtedness without first proceeding against the Customer.

50.3. The Surety's liability shall remain in full force and effect notwithstanding:

A. any extension of time, indulgence, or other concession granted by the Supplier to the Customer;

B. any variation, amendment, or novation of this Agreement;

C. the insolvency, liquidation, or business rescue of the Customer.

50.4. This suretyship shall be a continuing covering security for all amounts owing by the Customer to the Supplier under this Agreement, including but not limited to subscription fees, license fees, hardware charges, damages, legal costs (on attorney-and-own-client scale), and any other amounts due.

50.5. The Surety acknowledges that this suretyship is given freely, voluntarily, and with full knowledge of its obligations and consequences.

51. COUNTERPARTS & ELECTRONIC SIGNATURES

51.1. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Signatures provided electronically (including by scanned copy, digital signature, or electronic acceptance mechanism) shall be deemed valid and binding.

52. GENERAL

52.1. This Agreement, including all Schedules (A–E), constitutes the entire agreement between the Parties.

52.2. Any modification, amendment, or variation of this Agreement shall only be valid if it is reduced to writing and signed by duly authorised representatives of both Parties, provided that this requirement shall not apply to the annual increase of fees as contemplated in Clause 8 and Schedule B, which shall take effect automatically in accordance with those provisions.

53. No failure, delay, or indulgence by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy, nor shall any single or partial exercise thereof preclude any other or further exercise of that or any other right or remedy.

SCHEDULE A – SOFTWARE DESCRIPTION

1. MAIN APPLICATION AND MODULES

1.1. The Software consists of the NEXO Application Suite, a subscription-based, cloud-hosted platform designed to support retail and hospitality businesses with the following integrated modules:

A. Point of Sale (POS): A terminal-based POS system enabling secure sales transactions, payment processing, and receipt generation.

B. Inventory Management: Tools to track, manage, and reconcile stock levels in real time across multiple locations, including automated low-stock alerts and reporting functions.

C. Sales Tracking: Dashboards and reports for monitoring daily, weekly, and monthly sales performance, transaction history, and revenue trends.

D. Customer Management (CRM): Basic customer information management, loyalty tracking, and reporting functions to support customer retention initiatives.

2. The Customer acknowledges that the Supplier continuously improves, develops, and innovates the Software. Accordingly, the scope, features, and functionality of the NEXO Application Suite (including its modules) may change from time to time at the Supplier's discretion, provided that such changes do not materially diminish the overall core functionality of the Software.

3. Any modifications, enhancements, integrations, or custom developments requested by the Customer that fall outside the Supplier's standard development roadmap shall be subject to the Supplier's prior written approval and shall be performed at the Customer's sole cost and expense, in accordance with the Supplier's then-current professional services rates and payment terms as set out in Schedule B.

4. HOSTING AND CLOUD SERVICES

4.1. The Software is fully hosted on Amazon Web Services (AWS), a secure, industry-leading cloud platform.

4.2. Hosting services include:

A. secure data storage and back-up;

B. geographically redundant infrastructure to promote uptime and resilience; and

C. use of standard AWS compliance certifications (such as ISO/IEC 27001, SOC 2, and GDPR-compliant data centres where applicable).

4.2.1. The Supplier is responsible for managing the hosting environment but does not warrant continuous availability where downtime results from AWS or other third-party service providers beyond the Supplier's reasonable control.

5. SUPPORT SERVICES, UPDATES, AND PATCHES

5.1. The Supplier shall provide the following support services to the Customer during the Subscription Term:

A. System and Terminal Support: Remote support for POS terminals and system configuration during business hours, subject to the Service Levels in Schedule E.

B. Software Updates: Periodic updates to maintain security, stability, and compatibility with supported operating systems.

C. Patches and Fixes: Bug fixes, error corrections, and performance enhancements delivered through standard release cycles.

D. Upgrade Delivery: All updates and patches for the NEXO Application Suite will be deployed automatically via the Supplier's Unified Management System (UMS) to each terminal connected to the Customer's account.

5.2. The Customer acknowledges that all updates, upgrades, patches, and enhancements are part of the Supplier's ongoing innovation and may introduce new features or modify existing ones, provided that such changes do not materially diminish the overall functionality of the Software.

5.3. Support Excludes:

A. on-site support unless separately agreed;

B. issues arising from unauthorised modifications, misuse, or third-party software integrations not approved by the Supplier; and

C. customised development or feature requests, unless agreed in writing.

SCHEDULE B – SUBSCRIPTION FEES AND TERMS OF USE

1. SUBSCRIPTION FEES

The Subscription Fee shall be:

A. POS LICENCE – SUNMI P3 MIX TERMINAL - NEXO PRO: ZAR R850.00 (Eight Hundred and Fifty Rands) ex VAT per month, per terminal, payable in accordance with this agreement. For the avoidance of doubt, the client shall not be billed for October 2025. Billing will commence from November 2025.

B. BACK OFFICE LICENCE: ZAR 250.00 (Two Hundred and Fifty Rands) ex VAT per license, payable in accordance with this Agreement.

C. DEVELOPMENT COSTS: ZAR R750.00 (Seven Hundred and Fifty Rands) ex VAT per hour applicable only to development enhancements, customisations, or additional features specifically requested by the Customer and approved in writing by the Supplier. Such costs shall not apply to standard updates, maintenance, or improvements initiated by the Supplier as part of the ongoing development of the NEXO platform.

1.1. PURCHASE ORDER REQUIREMENT

1.1.1 The Customer shall issue a valid purchase order ("PO") for all fees, charges, hardware, software licenses, or services to be provided under this Agreement. The Supplier shall not be obliged to deliver any products, grant access to the Software, or perform any services until such purchase order has been received and accepted by the Supplier.

1.1.2 The Customer acknowledges that failure to issue a purchase order in accordance with this clause shall not relieve it of its payment obligations under this Agreement, and all undisputed amounts shall remain payable in full in accordance with the agreed payment terms.

1.2. BILLING FREQUENCY

Monthly in advance, unless otherwise agreed in writing.

1.3. PAYMENT TERMS

All invoices shall be payable within seven (7) days of the invoice date, unless otherwise specified.

1.4. PAYMENT METHOD

Payments shall be made by electronic funds transfer (EFT) to the bank account designated in writing by the Supplier.

1.5. TAXES

All fees are exclusive of value-added tax (VAT) and any other applicable taxes, which shall be payable by the Customer in addition to the fees.

1.6. RENEWAL

Subscriptions shall automatically renew for successive periods equal to the initial Subscription Term unless terminated by either Party upon no less than 1 calendar month prior written notice before the end of the then-current term.

1.7. LATE PAYMENT

Any undisputed amount not paid when due shall accrue interest at a rate of [prime + 2%] per month, compounded monthly, until paid in full. The Supplier reserves the right to suspend access to the Software in accordance with Clause 8.3 of the Agreement.

2. HARDWARE TERMS

2.1 Any hardware supplied by the Supplier to the Customer for use with the Software shall remain the sole property of the Supplier for a period of two (2) years from the date of delivery.

2.2 If the Customer terminates this Agreement before the expiry of the two (2) year period, the Customer shall return the hardware to the Supplier in the same condition as received, fair wear and tear excepted.

2.3 Failure to return the hardware, or return of hardware damaged beyond fair wear and tear, shall render the Customer liable for the full replacement cost of the hardware at the time of loss or damage. Where the same model is no longer available, the replacement cost shall be determined by reference to the closest equivalent model then available in the market, as reasonably determined by the Supplier.

2.4 The Supplier shall not be responsible for hardware breakages, loss, or damage occurring after delivery, except for manufacturing defects covered by warranty.

3. WARRANTY DISCLAIMER (HARDWARE)

3.1.1 The Supplier provides no warranty in respect of hardware, except for proven manufacturing defects.

3.1.2 The Supplier shall not be responsible for any wear and tear, accidental damage, misuse, neglect, or unauthorised repair of the hardware.

4. ANNUAL FEE INCREASES

4.1 Subscription Fees shall be subject to an annual increase.

4.2 The Supplier shall notify the Customer of any increase by email at least thirty (30) days before the effective date.

4.3 No annual increase shall exceed the South African Consumer Price Index (CPI) plus five percent (5%).

4.4 All increases shall be applied fairly and consistently across the Supplier's customer base.

5. TRAINING

5.1 The Supplier shall provide the Customer with one (1) initial virtual training session for its authorised Users as part of the onboarding process at no additional charge. Such training shall be limited to the scope necessary to enable the Customer to commence use of the Software in accordance with this Agreement.

5.2 Any subsequent training requirements, including but not limited to training for new locations, additional authorised Users, or refresher sessions, shall be the sole responsibility of the Customer. Where the Customer requests the Supplier to provide additional training:

A. such training shall be subject to the Supplier's availability;

B. any additional training shall be chargeable at the Supplier's then-current professional services rates; and

C. if the training requires the Supplier to travel to the Customer's premises or another location, all reasonable travel, accommodation, and subsistence expenses shall be borne by the Customer, in addition to the professional services rates.

SCHEDULE C – PENALTIES AND DAMAGES

In terms of section 1 of the Conventional Penalties Act 15 of 1962, the Parties agree that the following penalties are fair and reasonable, and are payable by the Customer to the Supplier upon breach of the relevant provisions of this Agreement, without prejudice to the Supplier's right to claim additional damages where applicable:

1. UNAUTHORISED DUPLICATION

1.1. A penalty of ZAR 500,000 (five hundred thousand rand) per unauthorised copy of the Software, or such higher amount up to ZAR 1 000,000 (one million rand) per copy as reasonably determined by the Supplier based on the nature and extent of the duplication.

2. UNAUTHORISED ACCESS

2.1. A penalty of ZAR 10,000 (ten thousand rand) per unauthorised user or access point, up to a maximum of ZAR 20,000 (twenty thousand rand) per user or access point in cases of repeated or deliberate breach.

3. BREACH OF PROHIBITED USES

3.1. A penalty of ZAR 100,000 (one hundred thousand rand) per event of breach of Clause 3, increasing up to ZAR 1 000,000 (one million rand) per event where such breach involves criminal conduct, reputational harm to the Supplier, or regulatory intervention.

4. LEGAL COSTS

4.1. The Customer shall be liable for all legal costs incurred by the Supplier in enforcing this Agreement, recoverable on an attorney-and-own-client scale, including counsel's fees and all costs of enforcement proceedings.

5. NO LIMITATION

5.1. The penalties set out above are without limitation to, and in addition to, any other rights or remedies available to the Supplier under this Agreement or at law, including the right to claim damages exceeding the penalties where such damages are proven.

SCHEDULE D – GLOBAL ACCEPTABLE USE POLICY (AUP)

1. PURPOSE

1.1. This Acceptable Use Policy ("AUP") sets out the standards for lawful, responsible, and ethical use of the Software and related services provided by the Supplier.

1.2. The purpose of this AUP is to protect the integrity, security, and availability of the Software, and to ensure that all Customers use the Software in compliance with applicable laws and industry standards.

2. PERMITTED USE

2.1. The Software may be used by the Customer and its authorised Users solely for the Customer's internal business purposes.

2.2. The Customer shall ensure compliance with all applicable laws, regulations, and industry codes of practice in every jurisdiction where the Software is accessed or used.

2.3. The Customer shall take reasonable steps to protect and safeguard access credentials, accounts, and login information, and prevent unauthorised access.

3. PROHIBITED USES

The Customer shall not, whether directly or indirectly, use the Software in any way that:

3.1. Violates any applicable law, regulation, or international convention.

3.2. Facilitates or relates to fraud, theft, money laundering, terrorism, human trafficking, cybercrime, or any other criminal offence.

3.3. Infringes or misappropriates intellectual property, privacy, or other proprietary rights.

3.4. Distributes, stores, or transmits unlawful, harmful, defamatory, obscene, or offensive material.

3.5. Attempts to interfere with, disrupt, or impair the security, integrity, or availability of the Software, including through denial-of-service attacks, viruses, or malicious code.

3.6. Circumvents or attempts to circumvent any access controls, authentication mechanisms, or usage limits.

3.7. Uses automated tools, bots, or scripts to access or interact with the Software except as expressly permitted in writing by the Supplier.

3.8. Resells, sublicenses, or otherwise makes the Software available to third parties without the Supplier's prior written consent.

4. COMPLIANCE & MONITORING

4.1. The Supplier reserves the right, but shall not be obliged, to monitor the Customer's use of the Software to ensure compliance with this AUP (Acceptable Use Policy) and the Agreement.

4.2. The Supplier may investigate any actual or suspected violations and may cooperate with law enforcement or regulatory authorities as required.

4.3. The Customer shall promptly notify the Supplier of any actual or suspected security breach, unauthorised access, or misuse of the Software.

5. LIABILITY & INDEMNITY

5.1. The Customer shall be solely responsible for compliance with this AUP by its Authorised Users.

5.2. The Customer shall indemnify, defend, and hold harmless the Supplier against any claims, damages, losses, or penalties arising out of or relating to the Customer's breach of this AUP.

6. MODIFICATIONS

6.1. The Supplier may update or amend this AUP from time to time to reflect changes in law, industry standards, or the Supplier's operational requirements.

6.2. Any such updates shall be effective upon notice to the Customer (including by electronic means). Continued use of the Software after such notice shall constitute acceptance of the updated AUP.

7. ENFORCEMENT

7.1. Any breach of this AUP shall constitute a material breach of the Agreement.

7.2. Without limiting any other remedies available, the Supplier may, at its discretion:

A. immediately suspend or terminate the Customer's access to the Software;

B. impose penalties and damages as set out in Schedule C of the Agreement; and

C. pursue all legal remedies available, including injunctive relief, damages claims, and recovery of legal costs on an attorney-and-own-client scale.

SCHEDULE E – SERVICE LEVEL CREDITS

1. UPTIME COMMITMENT

The Supplier undertakes to provide the Services with a minimum monthly uptime of 99.5%. Uptime shall be measured on a calendar month basis and calculated as:

Uptime % = (Total Minutes in Month – Downtime / Total Minutes in Month) × 100

Where Downtime excludes:

I. scheduled maintenance (with at least 48 hours' notice),

II. emergency maintenance required to protect system integrity,

III. downtime caused by factors outside the Supplier's reasonable control,

IV. software updates, upgrades, and new feature deployments performed in a manner consistent with industry standards, and

V. outages, failures, or degradations of third-party systems, networks, or services on which the Supplier reasonably relies.

2. SERVICE CREDIT STRUCTURE

If the Supplier fails to meet the uptime commitment in any given month, the Customer shall be entitled to the following service credits, applied against the monthly subscription fees for that month:

3. CLAIM PROCESS

To receive a credit, the Customer must submit a written claim to the Supplier within 30 days following the end of the month in which the downtime occurred. The claim must include reasonable supporting details.

4. LIMITATIONS

4.1. Service credits shall not exceed 25% of the monthly fees for any given month.

4.2. Service credits are the Customer's sole and exclusive remedy for the Supplier's failure to meet uptime commitments, unless uptime falls below 95% for two consecutive months, in which case the Customer may terminate this Agreement without penalty.