Terms and conditions

1 - Definitions and Interpretation

1.1 In these Terms and Conditions unless the context requires otherwise:

1.1.1 "Agreement" means the agreement between the Licensor and the Licensee comprising the Agreement Schedule and these Standard Terms, and any amendment made thereto in accordance with clause 26;

1.1.2 “Acquiring Bank” means a bank or financial institution that processes credit or debit card payments on behalf of a merchant;

1.1.3 "Agreement Schedule" means a schedule signed by the Licensor and the Licensee which incorporates these Terms and Conditions;

1.1.4 "AS-IS" means that the Licensee accepts the Software in its existing condition without modification or repair;

1.1.5 "BLE" means Bluetooth low energy;

1.1.6 "Business Day" means any day, other than Saturday or Sunday or a public holiday as gazetted in the  Republic of South Africa;

1.1.7 "Closed Loop" means any other case than an Open Loop instance;

1.1.8 “Confidential Information” means, without limitation, all secret knowledge, technical information and specifications, manufacturing techniques, design and design documents, diagrams, instruction manuals, blueprints, samples, demonstrations, formulae, know-how, information about materials, marketing and business information generally, and other materials of whatever description in which the Licensor has an interest in being kept confidential;

1.1.9 “Copyright” means the right to reproduce the Intellectual Property in the Licensed Territory for the duration and purposes of this Agreement;

1.1.10 “Control” means the power to influence or direct;

1.1.11 “COTS” means commercial off-the-shelf or commercially available off-the-shelf products that are packaged or canned hardware or software, which are adapted aftermarket to the needs of the purchasing organisation, rather than the commissioning of custom-made, or bespoke, solutions;

1.1.12 “CPoC” means Contactless Payment on COTS, is a new standard developed by the PCI Security Standards Council. It allows merchants to conduct secure, contactless payment transactions using COTS devices like mobile phones and tablets;

1.1.13 "Derivative Work" means works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work.

1.1.14 "Documentation" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use.

1.1.15 "Improvement" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement;

1.1.16 “Intellectual Property” means all present and future intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights and these "intellectual property rights" include but are not limited to Copyright and related rights, database rights, Confidential Information, Software, Source Code, Documentation, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, Patents;

1.1.17 “New Version” means a software upgrade that offers a significant change or major improvement over the current version and does not include Software Modifications. For the avoidance of doubt, the Licensor reserves the right to in it sole and absolute discretion determine that the change and/or improvement is significant enough to constitute a new version.

1.1.18 “NFC” means near-field communication is a set of communication protocols for communication between two electronic devices over 4 cm or less. NFC offers a low-speed connection with simple setup that can be used to bootstrap more-capable wireless connections;

1.1.19 "Open Loop" means where an Acquiring Bank and/or card scheme is involved in the processing of the transaction.

1.1.20 “Patents” means any registered patents and patent applications (once these have proceeded to grant);

1.1.21 “PCI” means Payment Card Industry;

1.1.22 “SDK” means a collection of software development tools in one installable package. It facilitates the creation of applications by having a compiler, debugger and a software framework;

1.1.23 "Software Modifications" means all upgrades, updates, patches, fixes, changes to ensure compliance with applicable laws, regulations and/or global or industry standards, and other modifications to the Software but which does not constitute a New Version of the Software;

1.1.24 "Source Code" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works; and

1.1.25 "Termination Date" means the earlier of the last day of the Term or the termination date as determined in terms of clause 20.

1.2 Words and expressions defined in the relevant Agreement Schedule have the same meanings in these Terms and Conditions.

1.3 If there is any conflict between the Agreement Schedule and these Terms and Conditions, the terms of the Agreement Schedule shall prevail.

1.4 The headings of this Agreement are for convenience only and are not to be construed as part of this Agreement and shall not be construed as defining or limiting in any way the scope or intent of the provisions hereof.

1.5 Any action required to be performed on a day which is not a Business Day shall be performed on the next Business Day.

2 - Term

The Software is made available by the Licensor with effect from the Effective Date until the Termination Date.

3 - Grant of License and use

3.1 The Licensor hereunder grants to the Licensee a non-exclusive, non-transferable, non-sublicensable, non-assignable and revocable license, to use and operate the Software and the Intellectual Property for the purpose of the Licensed Field of Use, within the Territory and strictly in accordance with the terms of this Agreement (the “License”).

3.2 The Licensor undertakes to provide the necessary support as more fully described later in this Agreement to facilitate the successful integration of the Software.

3.3 The license granted in terms of this Agreement shall expressly not prohibit the Licensor from granting similar licenses of whatever nature to independent third parties, at its sole and absolute discretion, anywhere inside or outside of the Licensed Territory, and the Licensee shall, except for the rights stipulated in this clause 2, have no claims of whatever nature in regard to such licenses granted by the Licensor.

3.4 The Licensor retains for the Licensor the non-exclusive, non-terminable right to make, have made, distribute, load, execute, copy, backup, adapt, modify, enhance, improve, rectify, make derivatives, install, deploy, reproduce and operate the Software within the Licensed Territory.

3.5 No license or other right is or will be created or granted under this Agreement by implication, estoppel or otherwise. All licenses and rights are or will be granted only as expressly provided in this Agreement.

3.6 You understand that the Licensor is not a bank and it does not conduct the business of a bank, nor does it provide financial services in any form. The Licensor merely facilitates the processing of payment transactions via the Software. In order to use the Software, the Licensee would need to enter into an agreement with an Acquiring Bank to enable processing of its payment transactions via the Software.

3.7 The Licensee remains solely responsible for the safekeeping of all applicable authentication information and the Licensee is not allowed to share any authentication information with any third party or otherwise allow any third party to access and use the Software via the Licensee’s account. The Licensee indemnifies the Licensor against any claim that arises from any third party’s use of the Licensee’s authentication information or that results from the Licensee’s violation of this clause 3.6.

3.8 The Licensee remains solely responsible for any activities or payments that take place on its account.

3.9 The Licensee authorises the Licensor to verify any of the information that the Licensee provide to it. In the process of verifying the information the Licensee has provided, the Licensor may also ask the Licensee for additional information from time to time. This may include substantiating documentation such as identification documents, proof of residence, business registration documentation or tax documents. The Licensor may also ask for permission to visit the Licensee’s business premises. If the Licensee refuses or are unable to provide the Licensor with the required information the Licensor may suspend or terminate the Licensee’s use of the Software without penalty.

3.10 The Licensee must stay aware of and comply with all the provisions of applicable laws and regulatory rules in connection with its use of the Software.

3.11 The Licensee must in no way state, imply or create the impression that the Licensor endorses or guarantees any of the Licensee’s (or its merchant’s) goods or services.

3.12 If any criminal, irregular, fraudulent or unauthorised activity is detected or suspected, the Licensee hereby give express permission for the Licensor to share the relevant details with law enforcement agencies or any regulatory authority (including the Financial Intelligence Centre).

3.13 It is the Licensee’s responsibility to keep its contact details up to date so that the Licensor can communicate with it. The Licensee understands and agrees that if the Licensor send the Licensee a communication but the Licensee does not receive it because its contact details on file are incorrect, out of date, blocked by a service provider or it is otherwise unable to receive communications, the communication will be deemed to have been provided to the Licensee.

3.14 The Licensee must not do anything, or engage in any activity, which is likely to adversely affect or damage the Licensor’s good name and/or reputation.

4 - Restrictions on License

4.1 The License does not permit and/or authorise the Licensee, unless explicitly provided for in this Agreement to –

4.1.1 allow the use, benefit from the use, transfer the Software or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified;

4.1.2 attempt to, interpret, reverse engineer, disassemble, recreate or anything similar thereto, in whole or in part, in any form, the Software, including but not limited to the Source Code, the Documentation and the Improvements.

4.1.3 modify, change, or incorporate into other software, in whole or in part, in any form, the Software including but not limited to the Source Code, the Documentation and the Improvements.

4.1.4 remove or change the name, logo, branding, copyright notice, trademark notice and/or anything similar thereto, at any time, except for were agreed in writing by the Parties as per white label agreed use;

4.1.5 use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works;

4.1.6 use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use;

4.1.7 use the Software for any other purpose not contemplated in this Agreement or for any unlawful purpose.

4.1.8 make backup and archival copies of Source Code and Documentation.

4.2 The Licensor may immediately suspend the license granted in terms of this Agreement where the Licensor reasonably suspects that the Licensee has breached any of the provisions contained in this clause 4.

5 - Undertakings and Warranties by the Licensee

5.1 Notwithstanding any other provision in this Agreement, the Licensee warrants and undertakes in favour of the Licensor that, without the written consent of the Licensor, –

5.1.1 the Licensee shall only install and/or use the Software including but not limited to the Source Code, the Documentation, and the Improvements in the Territory and for the Licensed Field of Use.

5.1.2 disclose, any information related to the performance, benchmark tests, analysis and similar results of the Software.

5.1.3 the Licensee shall remain liable to the Licensor for the acts, omissions and/or obligations of its customers and accordingly -

5.1.3.1 the Licensee shall take all necessary steps to procure that the Licensee’s customers enter into and abide by the same or more onerous terms and conditions as set out in this Agreement.

5.1.3.2 the Licensee shall ensure that the Confidential Information and Intellectual Property requirements are understood, agreed to and adhered to by the Licensee’s customers and further undertakes to notify the Licensor in writing as soon as reasonably possible if any breach in these requirements are reasonably suspected.

6 - Title to the Intellectual Property

6.1 The Licensee agrees that all right, title and interest in and to the Intellectual Property vests in (is the property of) the Licensor and that it has no claim in and to the Intellectual Property now or in the future.

6.2 The Licensee may not during or after termination or cancellation of this Agreement:

6.2.1. dispute the validity or enforceability of these rights and/or any Patents;

6.2.2. do anything that contests the Intellectual Property and/or the Licensor, now or in the future; or

6.2.3.in any way impair any part of that right, title and interest of any of the Intellectual Property rights which may be the subject of this Agreement and will not direct or assist any other person to do so either directly or indirectly in any way.

6.3 The Licensee shall not market, sell, resell, lease, loan, distribute, publish or rent out the Software or any subsequently developed ancillary or Derivative Work, and under no circumstances may the Source Code of the Software be used in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as the Licensor’s products.

6.4 The Licensee shall not alter, edit or adapt the Software nor shall the Licensee decompile, de- obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.

6.5 The Licensor may immediately suspend the license granted in terms of this Agreement where the Licensor reasonably suspects that the Licensee has breached any of the provisions contained in this clause 6.

6.6. This clause shall survive termination of the Agreement and all rights and/or obligations contained herein shall continue indefinitely.

7 - Delivery of Intellectual Property and giving technical expertise

7.1 The Licensor shall make the Software available to the Licensee either through providing a binary (app bundle) or access to a Lipa specified software-artifact channel to the Licensee on or before the Effective Date.

7.2 To Licensor shall not be held liable for the delay in meeting any of the agreed milestones and/or delivery dates as set out in any project plan for so long as these delays are a result of factors outside the Licensor’s Control.

7.3 Subject to all agreed upon fees being paid by the Licensee to the Licensor and further subject to the terms of this Agreement, the Licensor shall provide the initial setup, integration and training services as more fully set out in annexure “B” hereto.

7.4 Subject to all agreed upon fees being paid by the Licensee to the Licensor and further subject to the terms of this Agreement, the Licensor shall provide the on-going technical expertise, support, assistance and Software maintenance and enhancements to the Licensee as more fully set out in annexure “C” hereto.

7.5 The Licensee must, subject to the Parties agreeing in writing prior to incurring any expenses, reimburse the Licensor for all travelling, accommodation and reasonable subsistence expenditure the Licensor incurred to fulfil the Licensor's obligations in clause 7.4 and 7.5, where applicable.

7.6 The Licensor shall be responsible for all Software Modifications.

8 - Service fees, payments and reports

8.1 Subject to clause 8.1.5, in consideration for the rights and services granted to it in terms of this Agreement, the Licensee agrees to pay the Licensor the following in respect of –

8.1.1 Closed Loop:

Annual Maintenance Fee                             – R 150 000

Transaction Fee (charged per successful transaction)   – 0.15%

8.1.2 Open Loop:

Annual Maintenance Fee                             – R 650 000

Transaction Fee (charged per successful transaction)   – 0.4%

8.1.3 Annual Maintenance Fees at set out in clause 8.1.1 and 8.1.2 are payable as follows:

8.1.3.1 50% (fifty percent) on Effective Date; and

8.1.3.2 50% (fifty percent) on the first successful transaction.

8.1.4 Transaction Fees as set out in clause 8.1.1 and 8.1.2 are payable as follows:

8.1.4.1 immediately on successful transaction

8.1.5 The Annual Maintenance Fee in respect of the Open Loop fees as referred to in clause 8.1.2 will become due and payable once Open Loop is active (i.e. available for use by the Licensee). In the annual period in which Open Loop becomes active, the annual maintenance fee for Open Loop will be R650,000 (excl. VAT) less what has already been paid in that same annual period for Closed Loop.

8.1.6 All fees set out in this Agreement is subject to an escalation of 8.0% (eight per cent) every 12-months, the first escalation to take effect 12 months after the Effective Date.

8.1.7 All fees above are excluding any applicable taxes. The transaction fee excludes any fees charged by additional Payment Facilitators, Acquirers or Card Schemes.

8.2 The Licensee shall: (i) deduct from amounts payable to the Licensor any withholdings taxes payable;

(ii) make timely payment of such taxes to the relevant authorities; and (iii) within 20 days of payment, supply to the Licensors documentary proof of payment to the satisfaction of the Licensor. The Licensee shall be responsible for all other Taxes.

8.3 All fees payable by the Licensee to the Licensor and which are not paid on due date will bear interest at Prime plus 2% The Licensor’s right to charge interest on outstanding amounts will not detract from any other rights that it may have in law or in terms of this Agreement.

8.4 Should any amounts due and payable by the Licensee to the Licensor not be paid on due date and be overdue for more than 30 days, the Parties specifically agree that the Licensor shall have the right to, without any further notice, immediately suspend any and all of its rights granted and/or services and/or support to the Licensee. The Licensee understands that this may for example mean that customers will not be able to access the products of suppliers, that websites and other services will become unavailable and that transactions will no longer be processed. The Licensee indemnifies the Licensor from any claims of whatsoever nature resulting out of damages suffered by the Licensee and/or third-parties as a result of any such suspension of services.

8.5 The Licensee shall keep full and proper books of account and records showing clearly all commissions earned as a result of the Software and shall allow any person authorised by the Licensor to have access at all reasonable times to the Licensee’s premises for the purpose of inspecting the said books and records.

9 - Warranties and indemnities of the Licensor

9.1 The Licensor warrants that it is free to grant the License conferred by this Agreement.

9.2 The Licensor warrants that neither the Intellectual Property nor its use (if used strictly in accordance with this Agreement) will infringe the Intellectual Property rights of any third party.

9.3 The Licensee acknowledges that complex software is never wholly free from defects, errors and bugs or security vulnerabilities, and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly secure or free from defects, errors, and bugs.

9.4 The Licensee acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification attached hereto in Annexure A or as advised to the Licensee in writing from time to time, and the Licensor does not warrant or represent that the Software will be compatible with any other software.

9.5 The Licensor does not warrant that the Software and/or any support or services as more fully set out in annexure B and C hereto will meet the Licensee’s requirements or that the operation will be uninterrupted or error-free or that all errors in the Software can be corrected. The Licensee agrees to use the Software “AS IS”.

9.6 The warranties contained in this warranties clause 9 are the sole warranties given by the Licensor to the Licensee and are in place of all warranties, conditions or other terms expressed or implied by statute or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

10 - Confidentiality

10.1 The Licensee agrees to maintain the confidentiality of all of the Confidential Information imparted to the Licensee by the Licensor pursuant to this Agreement. The Licensee will not reveal or permit the revealing to any person any aspect of such Confidential Information otherwise than for the purposes of this Agreement.

10.2 The Licensee must use the Confidential Information imparted to the Licensee in accordance with the License granted pursuant to this Agreement and for no other purposes. This limitation will not apply to the Confidential Information which:

10.2.1 comes into the public domain after the Effective Date otherwise than because of the Licensee's conduct;

10.2.2 is approved for release upon the written confirmation of the Licensor; or

10.2.3 is required by law to be disclosed by the Licensee.

10.3 The Licensee may not use any Confidential Information other than that licensed to the Licensee in terms of this Agreement without the prior written consent of the Licensor.

10.4 The Licensor may by giving the Licensee written notice specify which of the Licensee’s employees, officers or agents must sign a secrecy undertaking in a form the Licensor specifies.

10.5 All Documentation given to the Licensee by the Licensor pursuant to this Agreement will remain the property of the Licensor and must be returned to the Licensor when this Agreement terminates. The Licensee may not make copies of any such Documentation without the prior written consent of the Licensor.

10.6 After the termination of this Agreement the Licensee may not make any use of the Confidential Information at all and may not disclose such Confidential Information to any other person.

10.7 This clause shall survive termination of this Agreement.

11 - Use of Licensee’s Name

By entering into this Agreement, the Licensee consents to the Licensor for the use of the Licensee’s name and a factual description of the License and Services performed by the Licensor on the Licensor’s website and in its advertising and promotional materials. Such detail will be agreed in writing with the Licensee before being published on any website.

12 - Ownership

12.1 Software and Source Code: Except for the rights granted to the Licensee herein, all right, title, copyright, and interest in the Software, Source Code, Software Modifications and Error corrections will be and remain the property of the Licensor.

12.2 The Parties herewith expressly agree that any Intellectual Property and know-how resulting from software integration, software localization, software fixes and upgrades, software improvements, adaptations, and enhancements by the Licensor in terms of this Agreement shall be deemed the property of the Licensor and where necessary the Licensee herewith agrees to cede and assign all rights, title, and interest therein. All Intellectual Property in respect of the above will be deemed to be included in the Intellectual Property licensed by the Licensor to the Licensee in terms of this Agreement.

13 - Maintenance of Intellectual Property

The Licensor must at the Licensor's own expense maintain all statutory registrations of Intellectual Property items in force and the Licensor must pay all renewal and any other fees necessary for this purpose during this Agreement.

14 - Infringement of Intellectual Property rights

14.1 Infringement of the Licensor’s Intellectual Property rights by a third party

14.1.1 If the Licensee becomes aware of any infringement or illegal use of any item of the Intellectual Property in the Licensed Territory by any third party during the Agreement period, the Licensee must notify the Licensor of such infringement or illegal use immediately and in writing.

14.1.2 The Licensor may determine what steps must be taken against an infringer and the Licensee must co-operate fully with the Licensor in whatever measures, including legal action, taken to bring any infringement or illegal use to an end.

14.1.3 The Licensee agrees that the Licensee will never bring any proceedings arising out of the infringement or illegal use of any item of the Intellectual Property without the prior written consent of the Licensor.

14.1.4 If the Licensor decides not to bring such suit on its Intellectual Property in the Licensed Territory for own damages suffered, the Licensor may still authorize the Licensee to initiate such suit in the Licensee's own name and for the Licensee's own gain. The Licensee may then initiate such suit in its own name, as well as in the name of the Licensor (where required) subject thereto that the Licensee will indemnify and hold harmless the Licensor against all costs and expenses including attorneys’ fees, together with any money judgment whether for costs or otherwise, awarded against the Licensor arising out of the suit.

14.2 Infringement of third-party Intellectual Property

14.2.1 If the Licensee receives notice, or is informed, of any claim, suit or demand against the Licensee for any alleged infringement, unfair competition or similar matter relating to the Licensee's use of the Intellectual Property according to the terms of this Agreement then the Licensee must promptly notify the Licensor of any claim, suit or demand immediately and in writing.

14.2.2 Should the claim, suit or demand relate to an alleged infringement of a third party’s intellectual property within the Licensed Territory, the Licensor must take any action the Licensor regards necessary to protect and defend the Licensee and the Licensor against any such claim. The Licensor may in the Licensor's sole discretion, acting reasonably, at the Licensor's own cost and expense:

14.2.2.1 modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights; or

14.2.2.2 procure for the Licensee the right to use the Software in accordance with this Agreement.

14.2.3. Should the claim, suit or demand relate to an alleged unfair competition claim or similar matter within the Licensed Territory, the Licensee must take any action that the Licensee regards necessary to protect and defend the Licensee against any such claim and should the Licensor be added as a party to the claim, suit or demand, (or be cited as the sole defendant) then the Licensee will indemnify the Licensor against all costs and expenses including attorneys’ fees, together with any money judgment whether for costs or otherwise, awarded against the Licensor arising out of the suit.

15 - Indemnifications and limitations on liability

15.1 Indemnification by the Licensee

The Licensee shall indemnify the Licensor (as an indemnified party) against all losses and expenses in connection with any proceeding arising out of the Licensee’s use of the Software, and the Licensee’s unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party's Intellectual Property rights.

15.2 Mutual indemnification

Each Party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses in connection with any proceeding arising out of the indemnifying party's willful misconduct or gross negligence.

15.3 Limitation of liability

Under no circumstances (except in the event of personal injury or death resulting from the Licensor’s negligence and as provided for in 15.1) will the Licensor, its directors, officers, employees, servants, contractors or agents be liable for any direct, consequential, indirect, special, punitive or incidental damages or lost profits, whether foreseeable or unforeseeable, whatsoever, including, without limitation, such damages or lost profits based on claims of the Licensee and/or persons permitted by the Licensee  to use the Software (including, but not limited to claims for loss of goodwill, use of money or use of Software) arising out of loss of data, interruption of use or availability, failure or malfunction of the Software, telecommunication facilities or hardware, stoppages or other impairment of other assets, bugs, inadvertent errors, defects or malfunctions in the Software, breach or failure of express or implied warranties, breach of contract, misrepresentation, negligence and strict liability in delict.

16 - Right to audit

16.1 In order to verify the Licensee’s compliance with the terms of the Agreement, the Licensee acknowledges, understands and agrees to, upon reasonable notice from the Licensor -

16.1.1 provide reports and information, that in the Licensors absolute and sole discretion are reasonably necessary to verify such compliance.

16.1.2 grant the Licensor the right to audit the Licensee's –

16.1.2.1 reports and information as referred to in clause 16.1; and

16.1.2.2 access to the Licensee’s premises and relevant employees during normal business hours, to verify the Licensee’s compliance with the terms of this Agreement.

16.1.3 Should the findings of the audit determine that there are –

16.1.3.1 No material non-compliance by the Licensee, the Licensor will be responsible for the audit fees.

16.1.3.2 Material non-compliance in one or more instances the Licensee will be responsible for the audit fees and any reasonable costs incurred by the Licensor.

17 - Non-solicitation

17.1 During the term of this Agreement, and for a period of 12 months after the termination of this Agreement, the Parties agree to not without the other Party’s prior written consent, directly or indirectly -

17.1.1 solicit or encourage any person to leave the employment or other service of the other Party; or

17.1.2 solicit or accept, or attempt to solicit or accept, the business of any customer, client, or consultant of the other Party.

18 - Notices

18.1 All notices to or demands upon Parties desired or required to be given under any of the provisions hereof, shall be in writing.

18.2 Any notice or demand from a Party shall be deemed to have been duly and sufficiently given –

18.2.1 three Business Days after a copy thereof has been mailed by registered post or

18.2.2 one Business Day after it has been e-mailed, to that party’s physical address or e-mail address as set out in the Agreement Schedule.

18.3 Notwithstanding the above, any notice given in writing, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause 16.

19 - Breach of this Agreement

19.1 The Parties agree that clauses 4, 5, 8, 9 and 14 constitutes a non-exhaustive list of clauses, which if breached, would constitute a material breach of this Agreement.

19.2 If a Party breaches any material provision of this Agreement and remains in breach of that provision for thirty days after having received a written notice from the other Party requiring that the breach be corrected, the other Party may –

19.2.1 sue for the immediate specific performance of any of the defaulting Party's obligations under this Agreement; or

19.2.2 terminate this agreement. In the case of termination, written notice must be given to the defaulting party, and the termination will be effective from the date the notice is given.

19.3 The aggrieved party may also claim any damages suffered. This clause does not limit the aggrieved party's rights or remedies under this Agreement or in terms of the law.

20 - Termination

20.1 Termination by the Parties

Without prejudice to any other remedies that the Parties may have against each other, either Party shall have the right to at any time by giving notice in writing to the other Party terminate the Agreement forthwith in any of the following events:

20.1.1 On breach

If a Party breach any of the terms of this Agreement and fails to remedy such breach within thirty days of the receipt of notice, then the aggrieved Party may immediately cancel this Agreement or institute proceedings for enforcement (specific performance) of the terms of this Agreement; plus claim damages suffered as a result of the breach.

20.1.2 If the Party is a company:

Enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of amalgamation or reconstruction), or compounds with its creditors, or takes or suffers any similar action in consequence of debt.

20.1.3 If the party is a natural person or a partnership:

If the estate is sequestrated, or if the person or partnership enters into any arrangement with its creditors or takes or suffers any similar action in consequence of debt (or if the estates of any members are sequestrated).

20.1.4 On purported assignment or sub-licensing

If the Licensee purports to assign the burden or benefits or change the benefits of this Agreement or sub-license the Software or parts thereof in contravention to the terms of this Agreement.

20.1.5 Termination on ceasing to carry on business

If at any time either Party shall cease to carry on business this Agreement shall forthwith terminate.

20.1.6 Termination by agreement

After the initial Term has expired, calculated from the Effective Date, either Party may cancel this Agreement without penalty by giving to the other Party a minimum of 90 days prior written notice.

20.1.7 Fraud or dishonesty

The Licensor may immediately terminate this Agreement if it suspects, in our sole discretion, that the Licensor has committed fraud, is acting dishonestly or is party to a fraudulent transaction or where the Licensor believes that it is at risk through the Licensor’s continued use of the Services.

20.2 Expiration or termination of this Agreement shall not act as a waiver of any breach of this Agreement and shall not act as a release of a Party’s liability for breach of that Party's obligations under this Agreement.

20.3 All obligations due but not fulfilled by either of the Parties on the date of expiration or termination of this Agreement shall be honoured and properly fulfilled notwithstanding the expiration or termination of the Agreement. Termination of this Agreement for any reason whatsoever shall be without prejudice to any accrued rights.

20.4 For the avoidance of doubt, the licenses of the Software in this Agreement shall terminate upon the termination of this Agreement and, accordingly, the Licensee must immediately cease to use the Software upon the termination of this Agreement.

20.5 Within 10 Business Days following the termination of this Agreement, the Licensee shall:

20.5.1 return to the Licensor or dispose of as the Licensor may instruct all media in its possession or control containing the Software or other Intellectual Property; and

20.5.2 irrevocably delete from all computer systems in its possession or control all copies of the Software or other Intellectual Property; and

20.5.3 if the Licensor so requests the Licensee shall procure that an independent software auditor certifies to the Licensor, in a written document signed by that person and provided to the Licensor within 20 days following the receipt of the Licensor’s request, that the Licensee has fully complied with the requirements of this clause 20.5.

21 - Damages

The Licensee agrees that the obligations contained in this Agreement are necessary and reasonable in order to protect the interests of the Licensor in respect of the Licensor's Confidential Information and Intellectual Property. The Licensee agrees and acknowledges that any violation or threatened violation by the Licensee of the Licensor’s Confidential Information and/or Intellectual Property will cause immediate and irreparable harm, that monetary damages may be inadequate to compensate for the injury and that, in addition to such compensation and any other remedies that may be available in law, equity or otherwise, the Licensor shall be entitled to obtain immediate and urgent injunctive relief against a threatened breach or continuation of such breach, without the need to prove actual damages.

22 - Relationship of Parties

Nothing in this Agreement will be construed so as to create or deem a partnership or a principal and agent relationship between the Parties, and neither party will hold itself out in any manner which would indicate or imply any such relationship with the other party. Furthermore, neither party is entitled to bind the other party, whether in contract or otherwise.

23 - Force Majeure

In the event of force majeure, being unforeseeable events beyond the control of the Licensor and preventing the Licensor from meeting the Licensor's obligations under this Agreement, it is agreed that if notice of such situation is given by the Licensor within 20 days of the occurrence of force majeure, the contract obligations as far as effected by such event will be suspended for as long as the inability to perform owing to such situation continues. In the event that a period of suspension due to force majeure exceeds 20 days the Licensor may immediately terminate this Agreement by notice.

24 - Dispute resolution

24.1 In the event of there being any dispute or difference between the Parties arising out of or pursuant to this Agreement (including but not limited to any dispute or difference as to the validity or otherwise of this Agreement, or as to the enforceability of this Agreement), the said dispute or difference shall on written demand by either Party be submitted to arbitration in Sandton, Johannesburg in accordance with the Rules of the Arbitration Foundation of Southern Africa ("AFSA") for Commercial Arbitrations ("AFSA Rules"), which arbitration shall be administered by AFSA.

24.2 Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, or should AFSA refuse to accept the particular request for arbitration for whatever reason, then the arbitration shall be conducted in accordance with the AFSA Rules (as last applied by AFSA) before an arbitrator appointed by agreement between the parties to the dispute or, failing agreement within 10 (ten) business days of the demand for arbitration, then any party to the dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council (or its successor body) to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 15 (fifteen) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the parties to the dispute (or the parties themselves, if unrepresented) failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.

24.3 Any order or award made by the arbitrator shall be final and binding.

24.4 Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.

24.5 Any arbitration in terms of this clause 24 (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration and the conduct of the arbitration proceedings.

24.6 This clause 24 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.

24.7 The Parties declare that it is their intention that this clause 24 will regulate the manner in which they will resolve any dispute or difference regarding the validity or otherwise of this Agreement, regardless of the fact that one of the parties may dispute the validity or enforceability of the Agreement.

24.8. The Parties agree that the written demand by a party to the dispute in terms of clause 24 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, No 68 of 1969.

25 - Data Privacy

25.1 The Licensor warrants and undertakes that at all times:

25.1.1 where the Licensor carries out the processing of a data subject’s personal information, it shall comply with applicable data protection law in respect of such processing, including but not limited

to the Protection of Personal Information Act, 2013 (as amended);

25.1.2 it shall only process a data subject’s personal information for the purposes of complying with its obligations in terms of this Agreement, and as may subsequently be agreed by the Parties in writing;

25.1.3 it maintains and shall continue to maintain appropriate and sufficient technical and organisational security measures to protect a data subject’s personal information against accidental loss and unlawful destruction, damage, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network and against all other unlawful forms of processing; and

25.1.4 it shall inform the Licensee immediately if it discovers or reasonably suspects that

there has been an information security breach (or loss of data) involving a data subject’s personal information and such notification shall include the steps which the Licensor proposes to take to remedy such breach.

25.2 The Licensee warrants and undertakes that at all times:

25.2.1 where the Licensee carries out the processing of a data subject’s personal information, it shall comply with applicable data protection law in respect of such processing, including but not

limited to the Protection of Personal Information Act, 2013 (as amended);

25.2.2 it shall only process a data subject’s personal information for the purposes of complying with its obligations in terms of this Agreement, and as may subsequently be agreed by the Parties in writing;

25.2.3 it maintains and shall continue to maintain appropriate and sufficient technical and organisational security measures to protect a data subject’s personal information against accidental loss and unlawful destruction, damage, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network and against all other unlawful forms of processing; and

25.2.4 it shall inform the Licensor immediately if it discovers or reasonably suspects that there has been an information security breach (or loss of data) involving a data subject’s personal information and such notification shall include the steps which the Licensee proposes to take to remedy such breach.

25.3. Each Party agrees to comply with and undertakes to keep adequate measures in place to ensure that it complies with the Protection of Personal Information Act, 2013 (as amended).

25.4 The Parties may disclose a data subject’s personal information and other information as required to comply with any applicable law or to relevant law enforcement and regulatory authorities to the extent permitted by applicable law. If a law enforcement or regulatory authority requests of a Party that is not the data controller/responsible party any such information (outside of normal reporting requirements) the Party receiving the request if permitted by applicable law shall promptly notify the data controller/ responsible party and, if requested by the data controller/ responsible party, will cooperate with the data controller/ responsible party in any effort to obtain a protective order or any other protective measures. To the extent permitted by applicable law, if requested by a Party each Party will cooperate with the requesting Party in order to comply with applicable law and to respond to appropriate inquiries from law enforcement or regulatory authorities.

25.5 The Licensor will collect and use personal data in ways that are described in its Privacy Notice, available on www.lipapayments.com, and in a way that is consistent with its obligations under the law.

26 - Settlements and Chargebacks

26.1 Settlement means that we'll pay you the money you've earned less our fees. In simple terms this means for each transaction, we'll put the money you've

earned (minus any fees we charge) into your bank account. This happens regularly, following our schedule.

26.2 When can we delay settlement or withhold payments? - We might delay paying you or even hold onto money in certain situations, like:

26.2.1  If we're waiting for some important paperwork from you.

26.2.2 If your application doesn't meet our requirements.

26.2.3 If we suspect something fishy, like fraud or illegal activity.

26.2.4 If we notice transactions that you didn't authorise.

26.2.5 Or for other reasons we've explained in this Agreement, like chargebacks.

26.3 A "chargeback" refers to a transaction that falls into one of the following categories:

26.3.1 Disputed by the Cardholder - if the person who used the card (the cardholder) questions or disagrees with the transaction.

26.3.2 Reversed - if the transaction is cancelled or reversed by our Acquiring Bank, another bank, the Associations, or by Lipa Payments.

26.3.3 Reasonably Deemed Suspicious - if, in our reasonable opinion, the transaction appears to be suspicious or potentially problematic.

26.3.4 Potential Violation - if the transaction, if allowed to proceed, would breach the terms of the Agreement, the Association Rules, or any applicable laws or regulations.

a "chargeback" covers transactions that are disputed by the cardholder, reversed by relevant organisations or considered suspicious, or those that could break the rules outlined in the Agreement, Association Rules, or legal requirements

26.4 In the event of a Chargeback, we may:

26.4.1 Keep the money for that transaction aside (in a Reserve Account);

26.4.2 adjust our fees;

26.4.3 delay the payment of any settlement amounts into your bank account, in other words wait before sending you any more money;

26.4.4 immediately and without warning, terminate, suspend or change your access to our payment services;

26.4.5 debit the amount of any chargeback and any associated fees, fines, or penalties applicable or imposed by any Association or any third-party service provider from your Merchant Account (including without limitation any Reserve Account), any settlement funds due to you.

26.5 We may withhold the amount of the potential chargeback from settlements due to you until such time that:

26.5.1 A chargeback is finally assessed in favour of a cardholder, in which case we will retain such funds;

26.5.2 The time allowed by the law or Association Rules for cardholder to dispute a transaction has expired;

26.5.3 We decided that there won't be a chargeback.

26.6 If we are unable to recover funds related to a chargeback for which you are liable, you will pay us the full amount of the chargeback immediately upon our demand. You agree to pay all costs and expenses, including, without limitation, attorneys’ fees on an attorney and own-client scale, incurred by us in connection with the collection of all such amounts from you. For this purpose, you agree that we shall be entitled to debit the full amount of any chargeback from the Reserve Account.

You agree to any timeframes to resolve chargebacks as imposed by us or by the Associations or local laws and regulations.

27 - General

27.1 This Agreement contains all the terms the Parties have agreed on in relation to the Software License. It supersedes any previous agreements the Parties may have concluded on the same matter.

27.2 The rights and obligations of the Licensee are personal and may not be ceded, assigned, let or otherwise disposed of in any manner without the prior written consent of the Licensor.

27.3 Any amendments to this Agreement will only be effective if it is in writing and signed by all the Parties.

27.4 This Agreement may be executed in two or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

27.5 The failure or delay of a party to exercise its rights will not be a waiver of its rights.

27.6 If any provision is or becomes invalid or illegal or unenforceable, it will be regarded as deleted from this Agreement. Any deletion under this paragraph will not affect the validity and enforceability of the rest of this Agreement.

27.7 This contract will be governed and construed in accordance with the laws of South Africa and shall be subject to the non-exclusive jurisdiction of the Western Cape High Court.

Annexure A

1 - Software specifications

The following software with the specifications set out herein will be licensed under this agreement The Licensor POS solution version 0.1.0 which includes the following specifications.

1.1 The solution works for mobile devices from Android 8.1 and above.

2 - The Licensor’s responsibilities

The Licensor’s is responsible for –

2.1. providing the Licensee with a fully functional white label POS solution that enables payment processing with NFC and BLE, attestation & security (“Cryptography”).

For the avoidance of doubt, the Licensor is not responsible for providing an acquirer to the Licensee.

3 - White-labeled solution

3.1 The Licensor shall brand the Services with Licensee-specific branding prior to making the Services available for re-sale by Licensee. The Services may be branded with “powered by LIPA” marks and logos as the Parties mutually agree in writing.

3.2 The Services shall in all cases retain any relevant patent, copyright and/or other Intellectual Property notices as may be determined to be appropriate by the Licensor.

3.3 The Licensee shall provide, in soft copy/electronic format as reasonably specified by the Licensor, the Licensee-branding to be used to white-label the Services. The Licensor shall provide Licensee with access to the white-labeled Services to review prior to making any production versions of the white-labeled Services commercially available for re-sale by Licensee.

3.4 Licensee shall use commercially reasonable efforts to promptly review the white-labeled Services. The Licensee-specific branding will be applied to the Services by Licensor for the fees specified. The Licensor shall only use any Licensee-specific branding materials provided to Licensor for the purposes of re- branding the Services and for the operation of the white-labeled Services.

3.5 Except for the foregoing limited rights, the Licensee shall retain all right, title and interest in the Licensee-specific branding provided to the Licensor.

Annexure B

The Licensor shall provide the initial setup, integration and training services as more fully set out below.

1 - Initial setup

All required onboarding documentation and integration support documentation will be shared by the Licensor.

2 - Integration

The Licensor will provide integration support to the Licensee but integration remains the responsibility of the Licensee.

3 -Training

3.1 The Licensor will provide a once off workshop of up to 4-hours of basic onboarding training to the Licensee.

3.2 The Licensor will demo the Software and provide introductory training focused on software functionality.

Annexure C

The Licensor agrees to provide the Services to the Licensee on the terms and conditions set out in this service level agreement (the “SLA”) –

1 - Services

The Licensor is responsible for the following in respect of the Software –

Providing the Licensee with a fully functional white label POS solution that enables payment processing with NFC and BLE, attestation & security (“Cryptography”).

2 - Duration

The SLA will be effective from the Effective Date as set out in the Software License Agreement and shall be in force and effect for the duration of the Software License Agreement.

3 - Fees and payment

The fees payable for the Services are the Maintenance Fee as set out in the Terms and Conditions and will be subject to the payment terms as set out therein.

4 - Maintenance and Support

4.1 Maintenance:

The maintenance fee ensures that all required patches, bug fixes and modifications required to keep the licensed solution working are provided to the Licensee. If the Licensee demands to extend system features, related maintenance fee will be applied additionally.

4.2 Support

4.2.1 Email – support@lipapayments.com

Email support shall avail Licensee of a medium through which it can convey its questions, problems and support requests over email using an electronic medium.

4.2.2 Telephone – +27 63 486 0793

Telephone support service shall be one by which the Licensee can submit any product related questions or problems and receive support.

5 - Severity levels of events