BY SUBSCRIBING FOR THE SERVICES, THE SUBSCRIBER AGREES TO BE BOUND BY THE FOLLOWING TERMS OF USE

1     DEFINITIONS

The following terms shall have the meanings assigned to them below–

1.1 “Additional Services” means any services in addition to the Core Services subscribed for by the Subscriber, from time to time, as further contemplated in clause 3 and as more fully described in Annexure A;

1.2 “Content” means any and all information uploaded or posted to the Subscriber Account, the Site or the SALESDAM Application, in respect of the Subscriber or the Users, in the course of using the Services, including, but not limited to, any personal information in respect of the Subscriber or the Users;

1.3 “Confidential Information” means any and all information provided by the Subscriber or the Users in the course of using the Services, including –

1.3.1 the Content; and

1.3.2 any and all information or data, as required by SALESDAM , within the possession or control of the Subscriber including without limitation, any intellectual property and information relating to the operations, transactions, know-how, show-how, trade secrets and business affairs of the subscriber contained in agreements, files, archives, systems, networks, databases or any other form of storage of the Subscriber and in whatever form of medium whether in oral, tangible, written, visual or electronic form and whether marked or identified as proprietary or not, which by its nature or context is identifiable or as could reasonably expected to be confidential and/or proprietary to the Subscriber, including personal information, information regarding any Party’s products, services, product designs, prices and costs, trade secrets, inventions, development plans, techniques, processes, programs, schematics, software (in any format), customer lists, financial information, sales and marketing plans, business opportunities, personnel data, research and development activities, pre-release products and any other information which either Party knows, or reasonably ought to know, is confidential, proprietary or trade secret information of the other Party;

1.4 “Core Services” means the basic services subscribed for by the Subscriber, as further contemplated in clause 3 and as more fully described in Annexure A;

1.5 “SALESDAM” means SALESDAM Proprietary Limited (Registration No. 2024 / 386336 / 07, trading as “SALESDAM”, a private company incorporated under the company laws of the Republic of South Africa, with its registered address at 08 Constantia Park, 546 16th Road, Randjespark, Midrand, 1685;

1.6 “SALESDAM Application” means the cloud-based contracting management software that is hosted on remote servers on the internet by SALESDAM, that is used for the management of Subscribers’ businesses and can be accessed at https://app.salesdam.com/

1.7 “ECTA” means the Electronic Communication and Transactions Act, 25 of 2002 (as amended);

1.8 “Effective Date” means the date upon which the subscriber account has been created;

1.9 “Parties” means the Subscriber and SALESDAM;

1.10 “Payment Gateway” means the authorised payment processors for SALESDAM;

1.11 “Services” means the use of and granting of access to the SALESDAM Application by SALESDAM, consisting of –

1.11.1 the Core Services;

1.11.2 the Additional Services; and

1.11.3 the Support and Training Services;

1.12 “Site” means http://www.salesdam.com ;

1.13 “Subscriber” means the individual or entity who has signed up to use the Salesdam Application and has created a Subscriber Account;

1.14 “Subscriber Account” means the account created by SALESDAM on behalf of the Subscriber, upon the Subscriber’s registration with SALESDAM, to which Users are added for the purposes of using the Services;

1.15 “Subscription” means the subscription by the Subscriber for the Services;

1.16 “Subscription Fee” means the fees charged in respect of the Services as more fully described in the Description of services and modules table above;

1.17 “Support Services” means the support provided by SALESDAM as further contemplated in clause 3 and as more fully described in Annexure A;

1.18 “Terms of Use Agreement” means this agreement and other terms published on the Site, from time to time; and

1.19 “User” means a user that has been authorised and designated by the Subscriber to use the Services and has been added to the Subscriber Account, as further contemplated in clause 2.

2     REGISTRATION

2.1 To subscribe for the Services, the Subscriber must register through the Salesdam website, https://app.salesdam.com/register or via an onboarding process with the Salesdam team if their requirements fall outside the standard subscription plans.

2.2 The Subscriber will be required to provide all of the information and/or consents requested during the application and registration process.

2.3 SALESDAM reserves the right to refuse the registration of a Subscriber Account on any grounds.

2.4 The Users will be registered for and have access to the Services as soon as the Subscriber Account is created and the Subscription will continue on a month-to-month basis, subject to this Terms of Use Agreement.

2.5 The Subscriber may add Users to the Subscriber Account, up to a maximum number of Users to be determined by the Subscription Plan they have chosen.

3     SERVICES AND DURATION

3.1 From the Effective Date, the Subscriber subscribes for, and SALESDAM shall render the Services.

3.2 In addition to the Core Services, the Subscriber may request Additional Services and Support Services on a monthly basis, from time to time which could be at a fee.

3.3 This agreement shall commence on the Effective Date and shall continue in force until the earlier of: –

3.3.1 the cancellation or termination of this agreement in accordance with clauses 5, 15 or 19 below, or

3.3.2 the termination of this agreement by either Party giving the other at least 30 (thirty) days written notice.

4     SUBSCRIPTION FEE AND PAYMENT TERMS

4.1 In consideration for access to and use of the Services, the Subscriber is liable for a monthly Subscription Fee.

4.2 Payment of the Subscription Fee must be made via –

4.2.1 debit order through the Payment Gateway; or

4.2.2 electronic funds transferred to SALESDAM.

4.3 The Subscription Fee will be –

4.3.1 debited monthly in arrears, where payment is made via debit order, as contemplated in clause 4.2.1; or

4.3.2 payable upon the issue of an invoice by SALESDAM, monthly in arrears after the Services have been rendered for the month, where payment is made via electronic funds transfer, as contemplated in clause 4.2.2.

5     REFUND

5.1 If the Subscriber terminates the Subscription within the first 60 (sixty) days of the Effective Date, SALESDAM will provide an unconditional full refund of the Subscription Fees paid by the Subscriber.

5.2 A questionnaire may be sent to the Subscriber requesting feedback regarding the Services and the reasons for termination, for the purposes of improving the Services.

6     LIMITED LICENSE AND USE OF THE SERVICES

6.1 The Subscriber is granted a non-exclusive, non-transferable, revocable license to access and use the Services.

6.2 The Subscriber agrees that the Users will not at any time attempt or actually (whether alone or in conjunction with any third party) –

6.2.1 alter, reverse-engineer, modify, circumvent, disable, amend, tamper with, frame or mirror the Site or the SALESDAM Application and change any part of the Site or the SALESDAM Application;

6.2.2 infect the Site or the SALESDAM Application with any software, malware or code that may infect, damage, delay or impede the operation of the Site or the SALESDAM Application or which may intercept, alter or interfere with any data generated by or received through the Site or the SALESDAM Application.

6.3 SALESDAM reserves the right to temporarily suspend access to the Services for operational purposes, such as routine maintenance of the Site or the SALESDAM Application, but undertakes, where possible, to give notice to the Subscriber via email or via the Site of such suspended access.

6.4 In order to access and use the Services, the Site and the SALESDAM Application makes use of cookies that must be accepted by the Users’ web browser software.

7     INTELLECTUAL PROPERTY

7.1 Salesdam (Pty) Ltd is the sole owner (or licensee) of all the intellectual property rights (including, without limitation, copyright, patent, trademarks) owned by or licensed to SALESDAM, including, but not limited to, those relating to the Site and to the SALESDAM Application.

7.2 Ownership of (or license to) the intellectual property in the Site and the SALESDAM Application (including adaptations, modifications, alterations, enhancements and new versions) shall at all times vest in Salesdam (Pty) Ltd and the Subscriber shall not at any time, under any circumstances, acquire any right, title, or interest in this intellectual property.

7.3 The Site and the SALESDAM Application is protected by copyright and other intellectual property laws and international treaties.

7.4 The Subscriber shall neither own, nor hereby acquire any claim or right of ownership in or to the Site and/or the SALESDAM Application.

8     CONFIDENTIALITY

8.1 The Parties signing this agreement acknowledge that in the course of the provisions of the Services, they have or will gain access to and/or will have the opportunity to have access to and become acquainted with the Confidential Information of each other and will furthermore obtain and have access to documentation containing such information.

8.2 The recipient of such Confidential Information shall:

8.2.1treat as strictly confidential and secret any and all Confidential Information given or made known to it in accordance with and as a result of this agreement;

8.2.2keep all such Confidential Information obtained secret towards third parties and use it in the context of giving effect to this agreement and for such purpose expressly agreed upon by the parties and to disclose same to its employees only on the basis of need to know;

8.2.3 accept responsibility for the observance of the provisions of this clause by the employees, professional advisors, sub-contractors, and
any firm engaged by them in giving effect to this agreement;

8.2.4 if required by any of the parties, cause all of its employees and officers who are directly or indirectly given access to the said proprietary and Confidential Information to execute secrecy undertakings in the form acceptable to the disclosing party to protect the Parties against the unauthorised disclosure of such Confidential Information to any third party and to fully co-operate in the enforcement of such secrecy undertakings.

8.2.5 The above undertakings shall not apply to:

8.2.5.1 Confidential Information which at the time of disclosure is published on a public forum or otherwise generally available to the public;

8.2.5.2 Confidential Information which after disclosure by the disclosing party is published or becomes generally available to the public otherwise than through any act or omission on the part of the recipient;

8.2.5.3 Confidential Information which the recipient is obliged to disclose in terms of a court order, subpoena or other legal process.

8.3 Any Confidential Information provided to SALESDAM may be used by SALESDAM-

8.3.1 to operate, maintain and improve features and functionality of the Services; and

8.3.2 for internal non-marketing or administrative purposes.

8.4 Any Confidential Information provided to SALESDAM through the Subscriber Account is stored by SALESDAM on a secure database

8.5 The provisions of this clause shall survive the termination or cancellation of this agreement.

9     OBLIGATIONS ON THE SUBSCRIBER IN RESPECT OF PERSONAL INFORMATION

9.1 The Subscriber agrees that, at all times –

9.1.1 it has the sole and absolute responsibility to keep all of the Users’ personal information up-to-date, secure and confidential;

9.1.2 it will immediately notify SALESDAM via email of any security breach in respect of any Users’ personal information that comes to the Subscriber’s attention;

9.1.3 it is solely and absolutely responsible for any use of and activity of the Users’ personal information; and

9.1.4 it will not at any time attempt or actually allow any third party to use any of the Users’ personal information in any manner other than as permitted by this Terms of Use Agreement.

10     PROTECTION OF PERSONAL INFORMATION

10.1 SALESDAM is committed to business practices in compliance with all relevant legislation at the time of disclosure.\

10.2 For the purposes of this clause, “personal information” (or referred to herein, simply as “information”) includes any personal information as specified in the relevant legislation for the Subscriber and Users.

10.3 SALESDAM collects information through –

10.3.1 the receipt of Content;

10.3.2 information provided through communications between the Parties; and / or;

10.3.3 trusted third parties who must secure the integrity and confidentiality of the personal information in the performance of the Services from time to time.

10.4 SALESDAM will keep all personal information confidential and only share it with others for the purposes set out in this Terms of Use Agreement or if the Subscriber has otherwise consented thereto, or if SALESDAM is legally obliged or entitled to do so.

10.5 SALESDAM has trusted relationships with carefully selected third parties who may perform services on its behalf. All of SALESDAM’s service providers are required to maintain the security of personal information and to use it only as permitted by SALESDAM, and will only share personal information with such service providers as may be reasonably necessary for the proper delivery of the Services and related functions.

10.6 Subject to the provisions of clause 8, SALESDAM may use personal information to –

10.6.1 perform its duties in respect of any Services it provides (or intends to provide) to the Subscriber;

10.6.2 carry out, monitor and analyse its business;

10.6.3 contact the Subscriber by email, SMS, letter, telephone or in any other way about its products and services, unless the Subscriber has informed SALESDAM that it would prefer not to receive such marketing communications;

10.6.4 carry out audits;

10.6.5 perform other administrative and operational functions including the testing of its systems;

10.6.6 recover any debt the Subscriber owes to it; and

10.6.7 comply with its regulatory or other obligations.

10.7 Personal information may also be used for other purposes for which the Subscriber has given its permission, or where SALESDAM is permitted to do so, or when it is in the public interest to disclose the information.

10.8 The Subscriber may, on reasonable grounds, object to the processing of personal information, after which SALESDAM undertakes not to continue to process such information, except as provided for in law.

10.9 SALESDAM will make reasonable efforts to keep information updated and correct any information, on request. The Subscriber will need to inform SALESDAM if any personal information changes, and acknowledges that the accuracy of personal information partially relies on its co-operation in this regard. The Subscriber may ask SALESDAM to correct or remove any information that it believes is inaccurate by sending SALESDAM an e-mail to support@salesdam.com.

10.10 SALESDAM will only retain personal information for as long as it is necessary to fulfil the purposes explicitly set out in this Terms of Use Agreement, unless the retention of a record is required or authorised by law, or the Subscriber has consented to the retention of the record, or for use for statistical purposes. During the period of retention, SALESDAM will continue to abide by its non- disclosure obligations and will not share or sell personal information, except as provided for in this Terms of Use Agreement

10.11 SALESDAM will only transfer personal information cross-border, as may be reasonably necessary for the proper delivery of the Services and related functions.

11     WARRANTIES

11.1 SALESDAM warrants that –

11.1.1 it will discharge its obligations under this Terms of Use Agreement with all due skill, care and diligence; and

11.1.2 in carrying out its obligations under this Terms of Use Agreement, it will not infringe any intellectual property rights, or any right of privacy, or any rights of third persons.

11.1.3 It is sole owner alternatively duly authorized licensee of the intellectual property rights referred to in clause 7 above and that as such it has the requisite authority to grant such rights in and to the intellectual property to the Subscriber.

11.2 The Subscriber warrants that –

11.2.1 the Users will use the Site and the Services in accordance with this Terms of Use Agreement;

11.2.2 it and the Users will at all times uphold the reputation, interests and goodwill of SALESDAM and will not perform any act or fail to perform any act which may result in SALESDAM’s reputation, interests and goodwill being prejudiced;

11.3 SALESDAM does not make any warranties of any nature to the Subscriber regarding the Users’ use of the Site, the Subscriber Account or the Services to avoid doubt, but without limitation, SALESDAM expressly does not warrant –

11.3.1 that the site, the Subscriber Account and/or the Services will be fully functional at all times;

11.3.2 that any particular functionality relating to the Site, the Subscriber Account and/or the Services will be available at all times;

11.3.3 that the SALESDAM Application and/or the Services will be compatible with the computers and devices operated by the Users; and

11.3.4 that the Site, the Subscriber Account and/or the Services will be error free.

12     LIMITATION OF LIABILITY

Save in the event of breach of the provisions of clauses 8 or 10 above of this agreement, neither Party will under any circumstances be liable to the other for any costs, claims, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind), penalties, actions, judgements, suits, expenses, disbursements, fines or other amounts which the Subscriber may sustain or suffer (or with which the subscriber may be threatened) as the result of, whether directly or indirectly, any act or omission in the course of or in connection with the Users’ use of the Site and/or the Services including any loss of profits or loss of business.

13     INDEMNITY

The Subscriber hereby indemnifies and holds harmless SALESDAM (including its shareholders, directors and employees, in whose favour this constitutes a stipulation capable of acceptance in writing at any time) against any claim (including by any third party) for any costs, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind), penalties, actions, judgements, suits, expenses, disbursements, fines or other amounts arising, whether directly or indirectly, arising out of the use of the Services by the Users.

14     SUSPENSION AND TERMINATION

SALESDAM shall have the right to suspend or terminate the Subscription and the Subscription Account with immediate effect, upon the failure of the Subscriber to pay the Subscription Fee.

15     BREACH

If either Party breaches any material provision or term of this Terms of Use Agreement (other than those which contain their own remedies or limit the remedies in the event of a breach thereof) and
fails to remedy such breach within 14 (fourteen) days of receipt of written notice requiring it to do so then the aggrieved Party will be entitled without notice, in addition to any other remedy available to it at law or under this Terms of Use Agreement, including obtaining an interdict, to cancel the Subscription or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved Party’s right to claim damages.

16     DISCLOSURE REQUIRED BY LAW IN SOUTH AFRICA

SALESDAM is required, in terms of section 43 of the ECTA, to disclose the following information –

16.1 Full name: SALESDAM Proprietary Limited;

16.2 Legal status: SALESDAM is a private company, duly incorporated in accordance with the Companies Act, 71 of 2008 (as amended);

16.3 Registration No: 2024 / 386336 / 07;

16.4 Directors:

16.4.1 Mashudu Mbedzi;

16.5 Description of main business: Software As A Service (SAAS)

16.6 Telephone number: 0791005171;

16.7 Email address: support@salesdam.com ;

16.8 Website address: http://www.salesdam.com/ ;

16.9 Physical address: 08 Constantia Park, 546 16th Road, Randjespark, Midrand, 1685;

16.10 Postal Address: 08 Constantia Park, 546 16th Road, Randjespark, Midrand, 1685; and

16.11 Registered Address: 08 Constantia Park, 546 16th Road, Randjespark, Midrand, 1685;.

17     GOVERNING LAW AND SUBMISSION TO JURISDICTION

17.1 This Terms of Use Agreement and any matter arising from this Terms of Use Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.

17.2 Subject to the provisions of clause 18, the Parties hereby consent and submit to the exclusive jurisdiction of South Gauteng High Court of South Africa in respect of any litigation arising out of the use of the Services or this Terms of Use Agreement.

18     DISPUTE RESOLUTION

18.1 In the event of any dispute or difference arising between the Parties relating to or arising out of the Subscriber’s or the Users’ use of the Site or the Subscriber Account or the Services or this Terms of Use Agreement, including the implementation, execution, interpretation, rectification, termination or cancellation of the agreement constituted by this Terms of Use Agreement, the said dispute or difference shall be submitted to arbitration in Johannesburg in accordance with the Rules of the Arbitration Foundation of Southern Africa (or any succeeding body) by an arbitrator or arbitrators appointed by such Foundation.

18.2 Notwithstanding anything to the contrary contained in this Terms of Use Agreement, any party to the arbitration may seek interlocutory relief in any competent court having jurisdiction pending the institution of appropriate proceedings for the enforcement of any rights under this Terms of Use Agreement.

18.3 Both Parties undertake to keep the arbitration, including the subject matter of the arbitration and the evidence heard during the arbitration, confidential and not to disclose it to anyone except for the purposes of an order to be made in the arbitration. The decision of the arbitrator shall, in the absence of manifest error, be final and binding on the Parties subject to the right of appeal as provided for in Article 22 of the AFSA Rules and may be made an order of any competent court in the Republic of South Africa at the instance of any Party.

18.4 These provisions are separate and severable from the rest of this Terms of Use Agreement and, accordingly, will remain in effect despite the termination or invalidity for any reason of this Terms of Use Agreement.

19     AMENDMENT OF THIS TERMS OF USE AGREEMENT

19.1 SALESDAM is entitled in its sole and absolute discretion, at any time and from time to time, to amend this Terms of Use Agreement and vary the Services and Subscription Fees, upon notice to the Subscriber.

19.2 All amendments to this Terms of Use Agreement contemplated in this clause 19 will become effective on the date of notification referred to in clause 19.1 and the updated terms will be displayed on the Site.

19.3 The Subscriber may terminate this Terms of Use Agreement within 30 (thirty) days of the date of notification referred to in clause 19.1. If after 30 (thirty) days of the date of notification referred to in clause

19.1 the Subscription has not been terminated by the Subscriber, the Subscriber will be deemed to have accepted and agreed to the amended Agreement in their entirety.

20     NOTICES

20.1 The parties choose as domicilium citandi et executandi (domicilium address) for all purposes hereunder at the addresses set out below their names above.

20.2 All notices given in terms of this agreement shall be in writing and any notice given by any party to the other (the addressee) which:

20.2.1. is delivered by hand, shall be deemed to have been received by the addressee on the first business day after the date of delivery;

20.2.2. is posted by prepaid registered mail from an address within the Republic of South Africa to the addressee at its domicilium address, shall be deemed to have been received on the fifth business day after the date of such posting; or

20.2.3. is delivered by email, shall be deemed to have been received on the next business day after dispatch.

21     GENERAL

21.1 This Terms of Use Agreement constitute the whole agreement between the Parties relating to the use of the Services by the Subscriber and the Users and supersedes any other discussions, agreements and/or understandings regarding the Use of the Services.

21.2 The Subscriber will not be entitled at any time to cede, transfer or make over any of its rights set out in this Terms of Use Agreement or delegate, transfer or make over any of its obligations set out in these Terms of Use.

21.3 No extension of time or waiver or relaxation of any of the provisions of this Terms of Use Agreement by SALESDAM or any agreement or other document issued or executed by SALESDAM pursuant to or in terms of this Terms of Use Agreement, will preclude SALESDAM thereafter from exercising its rights strictly in accordance with this Terms of Use Agreement.

21.4 Any provision of this Terms of Use Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Terms of Use Agreement will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Terms of Use Agreement, without invalidating the remaining provisions of this Terms of Use Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

21.5 This Terms of Use Agreement creates a legally binding agreement between the Parties. Accordingly, other than as contemplated in clause 13, this Terms of Use Agreement does not create rights in favour of any third party.