Master Subscription Terms

Contents

1. Application of These Terms

1.1 These Terms apply to the Customer identified in an Order Form signed by the Customer and accepted by NEXO Technologies (Pty) Ltd, registration number 2024/608377/07, of 44 Lake Road, Longmeadow Business Estate, Lethabong, South Africa, 2090 ("the Supplier").

1.2 The Agreement consists of: (a) the Order Form (including its Special Conditions); and (b) these Terms and their Schedules. In the event of conflict, the Order Form prevails over these Terms.

1.3 Each published version of these Terms bears a version number and date and is archived by the Supplier. The version stated in the Order Form applies, as updated only in accordance with clause 42 (Modification of these Terms).

1.4 For the avoidance of doubt, this Agreement relates to the Software only. It does not cover the sale, rental, lease, supply, warranty, insurance, or maintenance of any Hardware. Hardware is excluded from the Subscription Fees and, where supplied, is governed separately by clause 12 (Hardware (Where Supplied)) and any applicable written addendum.

1.5 The Customer's use of the Supplier's website (http://www.nexo.app) is further subject to the Supplier's Privacy Policy, which governs the Supplier's processing of Personal Information and forms part of this Agreement in that respect, together with any other policies the Supplier publishes from time to time at http://www.nexo.app governing use of the website generally (collectively, the "Website Policies").

2. Definitions

2.1 "Agreement" means the Order Form together with these Terms and the Schedules.

2.2 "AUP" means the Acceptable Use Policy set out in Schedule 3, which forms part of this Agreement.

2.3 "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 pursuant to this Agreement.

2.4 "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.

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

2.6 "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 the Supplier's Intellectual Property Rights.

2.7 "Development Costs" means costs payable by the Customer for modifications, enhancements, integrations, or custom development requested by the Customer outside of the Supplier's standard product roadmap, at the rates set out in the Order Form.

2.8 "Downtime" means the period during which the Software is unavailable for use by the Customer, excluding the events set out in Schedule 4 (Service Level Credits).

2.9 "Effective Date" means the date of signature of the Order Form by both Parties, as specified in the Order Form. Where the Order Form provides for a Development Period, the Subscription Term instead commences on the Go-Live Date (see clause 19.1).

2.10 "Fees" or "Subscription Fees" means all amounts payable by the Customer to the Supplier under this Agreement, including subscription fees, Development Costs, hardware costs (where applicable), and any other charges set out in the Order Form.

2.11 "Force Majeure Event" means any act, event, omission, or accident beyond a Party's reasonable control, including 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.

2.12 "Hardware" means any point-of-sale terminals, peripherals, or related devices supplied by the Supplier to the Customer for use with the Software under an Order Form or written addendum.

2.13 "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.

2.14 "Order Form" means the NEXO Order Form & Fees Schedule (or equivalent ordering document) signed by the Customer and accepted by the Supplier, incorporating these Terms.

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

2.16 "PO" or "Purchase Order" means a written order issued by the Customer specifying the fees, hardware, software licences, or services to be delivered under this Agreement.

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

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

2.19 "Service Credits" means the credits or reductions in subscription fees available to the Customer in accordance with Schedule 4 (Service Level Credits).

2.20 "Software" means the subscription-based software service described in Schedule 1, including all updates, enhancements, and documentation.

2.21 "Subscription Term" means the recurring period for which the Customer subscribes, as set out in the Order Form.

2.22 "Third-Party Integrations" means applications, services, or platforms provided by third parties that interoperate with the Software, subject to clause 15.

2.23 "Third-Party Providers" means third-party service providers engaged by the Supplier, including cloud hosting providers, card processors, clearing systems, and other infrastructure providers.

2.24 "Uptime" means the availability of the Software measured in accordance with Schedule 4 (Service Level Credits).

3. Interpretation

3.1 Headings are for convenience only and shall not affect interpretation.

3.2 Words in the singular include the plural and vice versa.

3.3 References to a statute or law include any amendment, re-enactment, or replacement thereof.

3.4 References to "including" or "includes" shall be deemed to be followed by "without limitation".

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

4. Relationship of the Parties

4.1 The Parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship, or employment relationship between the Parties.

4.2 Neither Party has authority to act for or bind the other in any manner, unless expressly authorised in writing.

4.3 The Supplier provides the Software and related services as an independent service provider; its employees, contractors, and representatives are not employees or agents of the Customer.

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

5. Subscription Licence

5.1 The Supplier grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence 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 (Schedule 3).

5.2 No ownership of the Software or any Intellectual Property Rights is transferred to the Customer.

6. Intellectual Property; No Ownership

6.1 All rights, title, and interest in and to the Software, including all Intellectual Property Rights, trade secrets, source code, object code, documentation, trademarks, and related materials, whether registered or unregistered, remain the sole and exclusive property of the Supplier (or its licensors, where applicable).

6.2 Nothing in this Agreement transfers, assigns, or grants the Customer any ownership rights in the Software or any associated intellectual property. The Customer acquires no rights other than those expressly granted and may not copy, modify, reverse-engineer, sublicense, or otherwise use the Software except as permitted under this Agreement.

7. Restrictions on Use

7.1 The Customer shall not, directly or indirectly:

• copy, duplicate, reproduce, or distribute the Software or any part thereof;
• modify, adapt, translate, or create derivative works based on the Software;
• reverse engineer, decompile, or attempt to extract the source code;
• rent, lease, lend, sell, sublicense, or make the Software available to any third party; or
• circumvent any access control or security features of the Software.

8. Prohibited Uses

8.1 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 in which the Software is accessed, hosted, transmitted, or used.

8.2 This includes, without limitation: violating any applicable law, regulation, or international convention; facilitating fraud, theft, money laundering, terrorism, human trafficking, cybercrime, or any other criminal offence; and distributing, storing, or transmitting unlawful, harmful, or offensive content.

8.3 Any breach of this clause or the AUP (Schedule 3) is a material breach of this Agreement. Without limiting any other remedies, the Supplier may: immediately suspend the Customer's access to the Software; terminate this Agreement with immediate effect; recover the penalties set out in Schedule 2; and pursue all legal remedies including injunctive relief and recovery of legal costs on the attorney-and-own-client scale.

9. Fees and Payment

9.1 The Customer shall pay the Fees set out in the Order Form.

9.2 Fees are payable in advance at the intervals set out in the Order Form.

9.3 Failure to make payment within 7 (seven) days of the due date entitles the Supplier to suspend access without further notice until payment is received.

9.4 Subscription Fees are subject to an annual increase. The Supplier will communicate any increase by email at least 30 (thirty) days before its effective date. No increase shall exceed the South African Consumer Price Index (CPI), capped at 6% (six percent) per annum, and all increases shall be applied fairly and consistently across the Supplier's customer base.

9.5 Subscription Fees do not include any costs, charges, or fees payable to third-party services integrated with the Software. The Customer is solely responsible for all such third-party costs.

9.6 All Fees are exclusive of VAT and any other applicable taxes, which are payable by the Customer in addition to the Fees.

9.7 Where the Order Form requires purchase orders, the Supplier is not obliged to issue an invoice, or collect payment, until a valid PO has been received and accepted. This does not affect the Supplier's obligation to commence or continue performing the Software or related services. Failure to issue a PO does not relieve the Customer of its payment obligations, and all undisputed amounts remain payable in full.

10. Penalties

10.1 Any breach of clause 5 (Subscription Licence), clause 7 (Restrictions on Use), clause 8 (Prohibited Uses), or the AUP (Schedule 3) is a material breach of this Agreement.

10.2 In addition to any other remedies available in law, the penalties set out in Schedule 2 (Penalties and Damages) apply.

11. Confidentiality and Data Protection

11.1 Each Party shall treat as confidential and not disclose to any third party any Confidential Information obtained from the other Party, except as required by law.

11.2 The Parties shall comply with the Protection of Personal Information Act, 2013 (POPIA), to the extent applicable.

11.3 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.

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

11.5 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.

11.6 The Customer indemnifies and holds the Supplier harmless against any claims, damages, or penalties arising from the Customer's unlawful processing of Personal Information.

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

12. Hardware (Where Supplied)

12.1 This Agreement covers the Software only. Hardware is not included and is not supplied under this Agreement by default. Where the Customer requires Hardware, it is an additional cost, to be agreed in writing, and documented in a written Addendum which shall form part of this Agreement.

12.2 Hardware supplied by the Supplier remains the property of the Supplier for a period of two (2) years from the date of delivery.

12.3 If the Customer cancels within that two-year period, the Customer shall return the Hardware in the same condition as received, fair wear and tear excepted.

12.4 Failure to return the Hardware, or return of Hardware damaged beyond fair wear and tear, renders the Customer liable for the full replacement cost at the time of loss or damage.

12.5 The Supplier is not responsible for Hardware damage, loss, or malfunction after delivery, except for manufacturing defects covered by warranty.

12.6 The Customer must take reasonable care of the Hardware and use it in accordance with the Supplier's instructions.

12.7 The Supplier provides no warranty in respect of Hardware except for proven manufacturing defects, and is not responsible for wear and tear, accidental damage, misuse, neglect, or unauthorised repair.

13. Service Levels

13.1 The Supplier shall use commercially reasonable efforts to ensure 99.9% 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 till-down issues — within 4 hours; integration issues — same business day; general queries — next business day. A monthly business review (video or in-person) will be held with the Customer.

13.4 If the Supplier fails to meet its Uptime commitments, the Customer is entitled to Service Credits as detailed in Schedule 4.

14. Third-Party Service Availability

The Supplier is not responsible for the availability, performance, or reliability of third-party services, platforms, or networks that are outside its reasonable control, including payment gateways, banking systems, telecommunications networks, and cloud infrastructure providers. Downtime or degradation attributable to such third-party services does not constitute a breach by the Supplier and does not give rise to Service Credits.

15. Third-Party Integrations

15.1 The Software may interoperate with Third-Party Integrations. The Supplier makes no representation or warranty as to the availability, accuracy, or fitness for purpose of any Third-Party Integration.

15.2 The Customer's use of Third-Party Integrations is at its own risk and subject to the third party's own terms and conditions.

15.3 The Supplier shall not be liable for any loss or damage arising from the Customer's reliance on Third-Party Integrations.

16. Disclaimer of Warranties

16.1 To the maximum extent permitted by law, the Software is provided on an "as is" and "as available" basis. The Supplier makes no warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

16.2 The Supplier does not warrant that the Software will be error-free, uninterrupted, secure, or free from viruses or other harmful code.

17. Limitation of Liability

17.1 To the maximum extent permitted by law, the Supplier's total aggregate liability to the Customer under or in connection with this Agreement shall not exceed the total Fees paid or payable by the Customer in the three (3) months immediately preceding the event giving rise to the claim.

17.2 In no event shall the Supplier be liable for any indirect, consequential, special, incidental, or punitive damages, including loss of profit, loss of revenue, loss of data, or business interruption, even if advised of the possibility of such losses.

17.3 Nothing in this Agreement limits liability for fraud, gross negligence, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be excluded under applicable law.

18. Indemnity

18.1 The Customer shall indemnify, defend, and hold harmless the Supplier, its directors, employees, agents, and contractors from and against any claims, liabilities, damages, penalties, fines, costs, and expenses (including reasonable legal fees) arising from: (a) the Customer's breach of this Agreement or the AUP; (b) the Customer's unlawful use of the Software; (c) the Customer's infringement of any third party's rights; or (d) the Customer's unlawful processing of Personal Information.

19. Term, Renewal, and Termination

19.1 This Agreement commences on the Effective Date and continues for the Subscription Term set out in the Order Form. Where an Order Form provides for a Development Period, the Subscription Term commences on the Go-Live Date.

19.2 Unless either Party gives written notice of non-renewal at least 30 (thirty) days before the end of the then-current Subscription Term, the Agreement automatically renews for successive periods equal to the original Subscription Term.

19.3 Either Party may terminate this Agreement immediately on written notice if the other Party: (a) commits a material breach that is not remedied within 14 days of written notice; (b) becomes insolvent, is placed under business rescue, or ceases to trade; or (c) engages in fraudulent or illegal activity.

19.4 Termination does not affect accrued rights, obligations, or liabilities. On termination, the Customer's access ceases and the Customer must immediately cease all use of the Software. Provisions relating to IP, confidentiality, penalties, indemnities, limitation of liability, and governing law survive termination.

20. Effect of Termination; Data Retention and Deletion

20.1 On termination or expiry of this Agreement: (a) all licences granted to the Customer terminate immediately; (b) the Customer shall cease all use of the Software; and (c) each Party shall promptly return or destroy the other Party's Confidential Information.

20.2 The Supplier will retain Customer Data for 30 days after termination, during which the Customer may request an export. After this period, Customer Data will be securely deleted, subject to applicable legal retention obligations.

21. Professional Services

21.1 Any Professional Services are performed on a time-and-materials basis at the rates set out in the Order Form unless otherwise agreed in writing.

21.2 Deliverables produced as part of Professional Services shall be owned by the Supplier unless the Order Form expressly states otherwise, in which case ownership transfers to the Customer on full payment of all associated fees.

22. Training

Training is provided as set out in Schedule 1, clause S1.4. Additional training beyond what is included in onboarding is subject to availability and charged at the Supplier's then-current professional services rates. All reasonable travel and subsistence costs for on-site training are borne by the Customer.

23. Development Period

23.1 Where an Order Form specifies a Development Period, the Supplier will use reasonable efforts to meet any agreed milestones. Delays caused by the Customer (including failure to provide timely instructions, approvals, or access) will extend the Development Period by an equivalent period.

23.2 Development Costs are payable in accordance with the payment milestones set out in the Order Form and are non-refundable once incurred.

24. Customisations and Enhancements

Customisations, enhancements, or integrations outside the Supplier's standard product roadmap are subject to the Supplier's prior written approval and are performed at the Customer's cost at the rates set out in the Order Form. All customisations remain the Supplier's intellectual property unless otherwise agreed in writing.

25. Authorised Users

25.1 The Customer is responsible for ensuring that all Authorised Users comply with this Agreement and the AUP. The Customer shall ensure each Authorised User has their own login credentials; sharing of credentials is prohibited.

25.2 The Customer must promptly notify the Supplier of any changes to its Authorised Users and promptly revoke access for users who are no longer authorised.

26. Security

26.1 The Supplier shall maintain reasonable technical and organisational security measures appropriate to the nature of the data processed.

26.2 The Customer is responsible for maintaining the security of its own systems, networks, and access credentials. The Supplier shall not be liable for breaches resulting from the Customer's failure to maintain appropriate security.

27. Force Majeure

27.1 Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by a Force Majeure Event, provided the affected Party: (a) promptly notifies the other Party; and (b) uses reasonable efforts to mitigate the impact.

27.2 If a Force Majeure Event continues for more than 60 days, either Party may terminate this Agreement on 14 days' written notice without further liability.

28. Audit Rights

The Supplier may, on reasonable prior written notice (not less than 5 business days), audit the Customer's use of the Software to verify compliance with this Agreement, including the number of Authorised Users and adherence to the AUP. Audits shall be conducted during business hours and shall not unreasonably disrupt the Customer's operations. The Customer shall cooperate fully with any such audit.

29. Subcontracting

The Supplier may subcontract any part of its obligations under this Agreement to reputable third parties, provided the Supplier remains responsible for the performance of any subcontracted obligations. The Supplier will not subcontract the processing of Customer Data to parties outside South Africa without prior written notice to the Customer and appropriate safeguards.

30. Assignment

30.1 The Customer may not assign, transfer, or novate any of its rights or obligations under this Agreement without the prior written consent of the Supplier.

30.2 The Supplier may assign or transfer this Agreement, without the Customer's prior consent, in connection with a merger, acquisition, or sale of substantially all of its assets. The Supplier will notify the Customer of any such assignment.

31. Waiver

A failure or delay by either Party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy. No waiver is effective unless made in writing.

32. Severability

If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable. The remaining provisions continue in full force and effect.

33. Entire Agreement

This Agreement (the Order Form together with these Terms and the Schedules) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, understandings, or agreements, whether oral or written.

34. Consumer Protection Act

To the extent the Consumer Protection Act 68 of 2008 applies to this Agreement, nothing in these Terms shall limit, exclude, or modify any rights that cannot lawfully be excluded under that Act.

35. Publicity

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.

36. 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 does not apply to general recruitment activities not specifically directed at such personnel.

37. Change in Control; Change Control

37.1 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.

37.2 Any changes to the scope of services, fees, or terms of this Agreement shall be agreed in writing by both Parties, save as provided in clause 42 (Modification of these Terms).

37.3 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.

38. Governing Law

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

39. Dispute Resolution

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

39.2 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).

39.3 If mediation fails, the dispute shall be finally resolved through arbitration in accordance with AFSA rules. The arbitration award shall be final and binding on the Parties.

40. 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.

41. Notices

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

41.2 Notices are 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.

42. Modification of These Terms

42.1 The Supplier may amend, update, or otherwise modify these Terms (including Schedules 1, 3 and 4) at any time by publishing a revised version, with a new version number and date, at www.nexo.app. It is the Customer's responsibility to periodically review the Terms published at that address.

42.2 No update to these Terms shall, in respect of an existing Order Form, change the Fees, payment terms, Subscription Term, termination rights, limitation of liability, or the penalties in Schedule 2. Any such change may only be made by a written Pricing Addendum signed by both Parties.

42.3 If an update materially diminishes the Customer's rights or the functionality of the Software, the Customer may object in writing within 30 (thirty) days of the effective date. If the objection is not resolved, the Customer may terminate this Agreement on 30 (thirty) days' written notice without early-termination liability, subject to payment of all amounts accrued to the termination date.

42.4 The Supplier archives every published version of these Terms and will provide any archived version to the Customer on request.

42.5 The Customer's continued use of the Software after the effective date of an update (absent a timeous objection under clause 42.3) constitutes acceptance of the updated Terms.

43. Survival

Termination or expiry of this Agreement does not affect the accrued rights, remedies, obligations, or liabilities of the Parties existing at termination. The provisions relating to confidentiality, intellectual property, penalties, indemnities, limitation of liability, data retention and deletion, publicity, non-solicitation, governing law, and dispute resolution survive termination or expiry.

44. General

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

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

44.3 Any modification or amendment of the Order Form is valid only if reduced to writing and signed by duly authorised representatives of both Parties; these Terms may be updated only as provided in clause 42.

44.4 This Agreement may be executed in counterparts. Signatures provided electronically (including by scanned copy, digital signature, or electronic acceptance mechanism) are valid and binding.

45. Refunds, Cancellation, and Delivery

45.1 Subscription Fees. Subscription Fees are payable in advance for each billing period and are non-refundable, except where this Agreement is terminated by the Customer under clause 19.3(a) as a result of the Supplier's uncured material breach, in which case the Supplier will refund a pro-rata portion of any prepaid Subscription Fees referable to the unexpired portion of the then-current billing period.

45.2 Development and Once-Off Costs. Development Costs and any other once-off setup, configuration, or professional services fees are non-refundable once incurred, as set out in clause 23.2.

45.3 Cancellation by the Customer. The Customer may cancel a subscription for convenience by giving the Supplier not less than one full calendar month's written notice. Such notice shall run from the first day of the calendar month next following the Supplier's receipt of the notice, and cancellation shall take effect on the last day of that calendar month. Cancellation does not relieve the Customer of liability for Fees accrued up to the effective date of cancellation.

45.4 Cancellation for Breach. Either Party may terminate this Agreement in accordance with clause 19.3 (material breach not remedied within 14 days of written notice). Termination for the Customer's uncured breach does not entitle the Customer to any refund of Fees already paid or payable.

45.5 Hardware Cancellations. Where Hardware has been supplied, cancellation within the two (2) year period referred to in clause 12.2 requires the Customer to return the Hardware in the condition specified in clause 12.3. Any refund or credit in respect of Hardware fees already paid shall be as set out in the applicable written Addendum.

45.6 Delivery and Activation — Software. Following execution of the applicable Order Form and receipt of any once-off Fees payable on signature, the Supplier will provision access to the Subscription as soon as reasonably possible following completion of the Supplier's standard onboarding process (which may include configuration, data migration, and/or training, as applicable and as set out in the Order Form). The Supplier will keep the Customer informed of progress and will notify the Customer once access has been activated.

45.7 Delivery and Activation — Hardware and Bank Linkage. Where Hardware forms part of the Order Form, activation of the Hardware requires the Hardware to be linked to the Customer's bank account via a merchant ID ("MID") issued by the Customer's acquiring bank. The Customer hereby appoints the Supplier as its agent for the limited purpose of liaising with the Customer's bank, submitting the required application(s) on the Customer's behalf, and obtaining the MID, and undertakes to promptly provide the Supplier with such information, documentation, and bank-specific authorisation as the Supplier reasonably requires to give effect to this appointment. The Customer further acknowledges that: (i) the issuing of a MID and the associated onboarding process is conducted by the Customer's bank and is entirely outside the Supplier's control; (ii) turnaround times differ from bank to bank and may vary according to the bank's own internal processes and requirements; and (iii) accordingly, the Supplier does not commit to, and shall not be liable for, any specific timeframe for Hardware activation, and the timeline for delivery is dependent on and subject to the relevant bank's processing time. The Supplier will keep the Customer informed of material progress on the MID application and will dispatch and activate the Hardware promptly once the MID and any other information required from the bank has been received.

45.8 Data on Cancellation or Termination. On cancellation or termination, clause 20 (Effect of Termination; Data Retention and Deletion) applies — the Supplier will retain Customer Data for 30 (thirty) days for export purposes in accordance with clause 20.2, after which it will be securely deleted.

S1.1 Main Application and Modules

S1.1.1 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:

S1.1.2 Point of Sale (POS): a terminal-based POS system enabling secure sales transactions, payment processing, and receipt generation.

S1.1.3 Inventory Management: tools to track, manage, and reconcile stock levels in real time across multiple locations, including automated low-stock alerts and reporting functions.

S1.1.4 Sales Tracking: dashboards and reports for monitoring daily, weekly, and monthly sales performance, transaction history, and revenue trends.

S1.1.5 Customer Management (CRM): basic customer information management, loyalty tracking, and reporting functions to support customer retention initiatives.

S1.1.6 ERP Integration (where stated in the Order Form): a custom-built, two-way integration with the Customer's ERP environment — real-time SKU sync, till-level stock accuracy, and centrally managed pricing, with sales data feeding back for replenishment planning.

S1.1.7 The Supplier continuously improves, develops, and innovates the Software. The scope, features, and functionality of the NEXO Application Suite may change from time to time at the Supplier's discretion, provided such changes do not materially diminish the overall core functionality of the Software.

S1.1.8 Any modifications, enhancements, integrations, or custom developments requested by the Customer outside the Supplier's standard development roadmap are subject to the Supplier's prior written approval and are performed at the Customer's cost at the rates set out in the Order Form.

S1.2 Hosting and Cloud Services

S1.2.1 The Software is fully hosted on Amazon Web Services (AWS), a secure, industry-leading cloud platform.

S1.2.2 Hosting services include secure data storage and back-up; geographically redundant infrastructure to promote uptime and resilience; and use of standard AWS compliance certifications (such as ISO/IEC 27001, SOC 2, and GDPR-compliant data centres where applicable).

S1.2.3 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.

S1.3 Support Services, Updates, and Patches

S1.3.1 System and terminal support: remote support for POS terminals and system configuration during business hours, subject to the Service Levels in Schedule 4.

S1.3.2 Software updates: periodic updates to maintain security, stability, and compatibility with supported operating systems.

S1.3.3 Patches and fixes: bug fixes, error corrections, and performance enhancements delivered through standard release cycles.

S1.3.4 Upgrade delivery: all updates and patches are deployed automatically via the Supplier's Unified Management System (UMS) to each terminal connected to the Customer's account.

S1.3.5 Updates may introduce new features or modify existing ones, provided such changes do not materially diminish the overall functionality of the Software.

S1.3.6 Support excludes: any diagnosis, repair, maintenance, or replacement of Hardware; on-site support unless separately agreed; issues arising from unauthorised modifications, misuse, or third-party software integrations not approved by the Supplier; and customised development or feature requests, unless agreed in writing.

S1.4 Training

S1.4.1 The Supplier shall provide one (1) initial virtual training session for the Customer's Authorised Users as part of onboarding at no additional charge, limited to the scope necessary to commence use of the Software.

S1.4.2 Subsequent training (new locations, additional Authorised Users, refresher sessions) is the Customer's responsibility. Where the Customer requests additional training from the Supplier: it is subject to the Supplier's availability; it is chargeable at the Supplier's then-current professional services rates; and all reasonable travel, accommodation, and subsistence expenses for on-site training are borne by the Customer.

S2.1 Unauthorised duplication: 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.

S2.2 Unauthorised access: 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.

S2.3 Breach of prohibited uses: A penalty of ZAR 100,000 (one hundred thousand rand) per event of breach of clause 8 (Prohibited Uses), 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.

S2.4 Legal costs: The Customer is liable for all legal costs incurred by the Supplier in enforcing the Agreement, recoverable on the attorney-and-own-client scale, including counsel's fees and all costs of enforcement proceedings.

S2.5 No limitation: The penalties set out above are without limitation to, and in addition to, any other rights or remedies available to the Supplier under the Agreement or at law, including the right to claim damages exceeding the penalties where such damages are proven.

S3.1 Purpose

This AUP sets out the standards for lawful, responsible, and ethical use of the Software and related services provided by the Supplier. Its purpose 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.

S3.2 Permitted Use

The Software may be used by the Customer and its Authorised Users solely for the Customer's internal business purposes. 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. The Customer shall take reasonable steps to protect access credentials, accounts, and login information, and prevent unauthorised access.

S3.3 Prohibited Uses

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

• violates any applicable law, regulation, or international convention;
• facilitates or relates to fraud, theft, money laundering, terrorism, human trafficking, cybercrime, or any other criminal offence;
• infringes or misappropriates intellectual property, privacy, or other proprietary rights;
• distributes, stores, or transmits unlawful, harmful, defamatory, obscene, or offensive material;
• 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;
• circumvents or attempts to circumvent any access controls, authentication mechanisms, or usage limits;
• uses automated tools, bots, or scripts to access or interact with the Software except as expressly permitted in writing by the Supplier; or
• resells, sublicenses, or otherwise makes the Software available to third parties without the Supplier's prior written consent.

S3.4 Compliance and Monitoring

The Supplier reserves the right, but is not obliged, to monitor the Customer's use of the Software to ensure compliance with this AUP and the Agreement. The Supplier may investigate any actual or suspected violations and may cooperate with law enforcement or regulatory authorities as required. The Customer shall promptly notify the Supplier of any actual or suspected security breach, unauthorised access, or misuse of the Software.

S3.5 Liability and Indemnity

The Customer is solely responsible for compliance with this AUP by its Authorised Users. 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.

S3.6 Modifications

The Supplier may update this AUP in accordance with clause 42 (Modification of these Terms) to reflect changes in law, industry standards, or operational requirements.

S3.7 Enforcement

Any breach of this AUP constitutes a material breach of the Agreement. Without limiting other remedies, the Supplier may: immediately suspend or terminate the Customer's access to the Software; impose the penalties and damages set out in Schedule 2; and pursue all legal remedies available, including injunctive relief, damages, and recovery of legal costs on the attorney-and-own-client scale.

S4.1 Uptime Commitment

The Supplier undertakes to provide the Services with a minimum monthly Uptime of 99.9%. Uptime is measured on a calendar-month basis and calculated as:

Downtime excludes: Scheduled Maintenance (with at least 48 hours' notice); emergency maintenance required to protect system integrity; downtime caused by factors outside the Supplier's reasonable control; software updates and new feature deployments performed consistently with industry standards; and outages or failures of third-party systems, networks, or services on which the Supplier reasonably relies.

S4.2 Service Credit Structure

If the Supplier fails to meet the Uptime commitment in any given month, the Customer is entitled to the following Service Credits, applied against the monthly subscription fees for that month:

Monthly Uptime Level	Service Credit
99.8% – 99.0%	5% of monthly fees
98.9% – 98.0%	10% of monthly fees
97.9% – 97.0%	15% of monthly fees
96.9% – 95.0%	20% of monthly fees
Below 95.0%	25% of monthly fees + right to terminate for cause

S4.3 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, including reasonable supporting details.

S4.4 Limitations

Service Credits shall not exceed 25% of the monthly fees for any given month. 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 the Agreement without penalty.