In the agreement:

BEE123 advisor means BEE123 personnel who assist BEE123 in delivering the Consulting Services to Client;

affiliate means, in relation to a legal entity, any person that controls that entity, is under that entity's control or is controlled by the same person that controls that entity, where control means possessing, directly or indirectly, the ability to direct or cause the direction of the management, policies or operations of an entity, whether through ownership of voting securities, by contract or otherwise, and controlled shall have a corresponding meaning;

agreement means the agreement between BEE123 and Client, consisting of these terms, applicable annexures, and any proposals the parties enter into;

applicable data protection law means the data protection law that applies to the Services, including POPIA;

BEE123 means BEE123 (Pty) Ltd that makes proposals and, if specified in the proposal, its related persons or persons under common control as defined by applicable company law;

BEE123 Portal means the BEE123 proprietary management solution that BEE123 owns, operates and makes available to Client (and its end users) through BEE123's website (currently at www.bee123.co.za) including:

• all current and future modules Client has subscribed to, including the BEE123 and EE123 module,

• all webpages, components or sections,

• the content in it;

business day means any day within business hours, other than a Saturday, a Sunday, or a holiday (including a public or bank holiday) in South Africa, and any other reference to a day means a calendar day;

business hours means BEE123's normal business hours from time to time on business days (currently 8am to 5pm Monday to Thursday and 8am to 4pm on Fridays);

Channel Partner means a third party, independent of BEE123, which is a member of the BEE123 Partner Programme;

Client Data means all data and information (including information about an identifiable person) that Client (or any third party on Client's behalf including an end user) provides to BEE123 or inputs into the BEE123 Portal and all data and information that BEE123 generates, processes, or supplies to Client in providing the Services; but excludes any:

• derived data that BEE123 creates for its own internal purposes as described in clause 15.1,

• data that BEE123 can obtain from another source,

• BEE certificates or affidavits, or

• data that is proprietary or confidential to BEE123 or its personnel;

Client means any client of BEE123 that accepts these terms, enters into an agreement with BEE123 or accepts a proposal from BEE123 and, if specified in the proposal, those related to it;

CPI means the average year-on-year percentage change in the Consumer Price Index for all urban areas as published in the Statistical News Release compiled by Statistics South Africa (or its successor in title) for the preceding 12 calendar months;

deliverables means the deliverables as defined in each proposal or related material;

effective date means the effective date of the Services as agreed between the parties in writing or the date on which BEE123 starts providing the Services (whichever happens first);

end user means any natural person Client provides user details to for the purposes of accessing or using the BEE123 Portal via Client's account. This may include Client's personnel, BEE123's personnel, or any other third party;

escalation rate means CPI plus three percent;

existing material means any code, forms, algorithms or materials developed by or for either party independently and outside of the agreement and provided during the course of the agreement;

fees means the fees, charges, or price Client will pay to BEE123 in respect of goods or services BEE123 provides to Client, including where applicable, any licence fees;

intellectual property rights means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered;

licence fee means the fees payable by Client in respect of the access to or use of the Services by its end users, in accordance with the fees;

parties means the parties to this agreement being Client and BEE123, and party refers to either of them individually, as the context requires;

personnel means any representative, including any director, employee, agent, affiliate, consultant, or contractor;

POPIA means the Protection of Personal Information Act 4 of 2013;

privacy policy means BEE123's policy regulating its use and protection of personal information, accessible at https://www.bee123.co.za/privacy-policy-2/;

proposal means a separate document or form (including a written contract, agreement, estimate, quote, proposal, engagement letter, statement of work, email, form or invoice) that contains the commercial terms of each specific transaction and incorporates these terms;

related and related persons means natural and juristic persons who are connected to one another in the manner contemplated in applicable law;

service levels means the levels according to which BEE123 will provide each service as set out in this agreement;

Services means any services BEE123 provides to its clients, which may include a software as a service (SaaS) that BEE123 provides through the BEE123 Portal (BEE123 SaaS), consulting or advisory services (Consulting Services), implementation services, training, advice, or support;

sign, signed or signing means the handwritten signature, an advanced electronic signature, or an electronic signature that the parties agree to use, of a party's duly authorised representatives;

subscription period means the period of the initial and each renewal subscription period in terms of this agreement, being a period of 36 calendar months, unless the parties indicate otherwise in a proposal;

tax means any tax (including value added tax, income taxes, pay-as-you-earn tax or other taxes levied in any jurisdiction), duty, tariff, rate, levy, or any other governmental charge or expense payable;

terms means these terms, consisting of:

• these terms of service; and

• any other identified specific terms, policies, disclaimers, rules and notices that the parties agree on in writing, (including any that may be applicable to any specific Services);

third party contractor means any contractor, supplier, vendor, service provider or licensor any of the Services, which is not a party to the agreement;

third party software means all third party software owned by a third party but legally licensed to BEE123 for use in providing the Services;

user details means all information, including personal information, Client has provided, whether directly or indirectly, to BEE123 through the BEE123 Portal for the purposes of:

• registering Client and its end users on the BEE123 Portal,

• purchasing, or

• subscribing to a service.

writing or written means the reproduction of information or data in physical form (includes handwritten documents, hard copy printouts and fax transmissions) or any mode of reproducing information or data in electronic form that the parties agree to use (like pdf files), but excludes information or data in the form of email, text message or instant message.

BEE123 grants Client a limited, non-transferable and non-exclusive licence in respect of the intellectual property that BEE123 may need for supplying the Services.

BEE123 owns all intellectual property rights in the Services, including their design, content, data models, configurations, customisations, templates and related documentation. BEE123 has the exclusive right to reproduce, make available to the public, and distribute any of BEE123's proprietary material, which it provides to Client in delivering the Services or in, on, or accessed through the BEE123 Portal.

Unless otherwise agreed in writing, Client must not, and must ensure that its personnel do not:

• modify or create derivative works – copy, adapt, alter, disassemble, decompile, reverse engineer, or create derivative works from the whole or any part of the Services;

• unauthorised distribution or resale – resell, distribute, sublicense, loan, provide, or otherwise make the whole or any part of the Services available to any third party, whether as a standalone service or as part of a hosted, bureau, outsourcing, or similar offering;

• third party enjoyment – restrict or inhibit the use or enjoyment by any third party; or

• unauthorised access or use – permit any third party to access or use the Services, or merge or combine the Services with any other software or documentation, without BEE123's prior written consent.

Client will not question or dispute the ownership of any of BEE123's proprietary rights at any time.

Neither party will obtain any rights in the other party's existing material or intellectual property that was not created in performing the agreement or existed before the commencement of the agreement, unless a licence is granted.

Client may not use BEE123's intellectual property or any third-party trademarks used in BEE123' performance of the Services unless BEE123 expressly permits it in writing or as otherwise permitted by applicable law.

Client will notify BEE123 as soon as reasonably possible if it becomes aware of Client's infringement of BEE123's proprietary rights.

Nothing contained in the agreement will restrict BEE123 from the use of any generic ideas, concepts, know-how, or techniques developed by BEE123 or learned in the course of providing the Services.