Software Licence Agreement

1. Definitions

In this Agreement, unless the context otherwise indicates:

• "AzaniaSCM Platform" means the cloud-based supply chain management software application, including all updates, patches, and documentation made available by the Licensor.
• "Licence Tier" means the subscription level at which the Licensee accesses the Platform, being one of MSME, QSE, Generic Enterprise, or Public Entity / SOE, as selected by the Organisation during registration or as upgraded in accordance with clause 8.
• "Organisation" means the legal entity, company, close corporation, statutory body, or other juristic person that has registered for and been granted access to the Platform, and on whose behalf all Users operate.
• "User" means an individual natural person who is authorised by the Organisation to access and use the Platform under the applicable Licence Tier, and whose credentials have been provisioned by the Organisation.
• "Module" means a discrete functional component of the Platform (for example, Supplier Passport, Tendering, or Analytics & BI) that is made available within a given Licence Tier.
• "Licensor" means Moonlighter Group (Pty) Ltd, a private company incorporated in the Republic of South Africa, or its authorised successor.
• "Transaction" means a single completed record processed through the Platform, including but not limited to a submitted bid, an issued purchase order, an evaluated tender, or a three-way match confirmation.
• "Effective Date" means the date on which the Organisation completes registration and the first User account is activated.

2. Grant of Licence

Subject to the terms and conditions of this Agreement and payment of the applicable Fees, the Licensor grants to the Organisation a non-exclusive, non-transferable, revocable licence to access and use the AzaniaSCM Platform for the duration of the subscription term.

This licence is limited as follows:

• The Organisation may use only those Modules that are included in its selected Licence Tier.
• The number of Users who may access the Platform at any time shall not exceed the maximum permitted under the Organisation's Licence Tier.
• The Organisation shall not exceed the monthly Transaction cap applicable to its Licence Tier.
• The licence extends to use by the Organisation's employees, contractors, and agents solely for the Organisation's internal business purposes.

Any use in excess of the tier's entitlements requires prior written agreement with the Licensor or an upgrade to a higher Licence Tier.

3. Tier Definitions

The AzaniaSCM Platform is offered under four Licence Tiers, each defined by the Organisation's annual revenue band, included Modules, User limits, and Transaction caps.

3.1 MSME Tier (Micro, Small & Medium Enterprises)

• Eligibility: Organisations with annual turnover of R10 000 000 or less.
• Included Modules (5): Supplier Passport, Tendering, Bid Submission, Evaluation, Award & Contract.
• User Limit: 5 Users.
• Transaction Cap: 50 Transactions per calendar month.

3.2 QSE Tier (Qualifying Small Enterprises)

• Eligibility: Organisations with annual turnover greater than R10 000 000 but not exceeding R50 000 000.
• Included Modules (8): All MSME modules plus Procurement & Three-Way Match, Audit Vault, Analytics & BI.
• User Limit: 15 Users.
• Transaction Cap: 200 Transactions per calendar month.

3.3 Generic Enterprise Tier

• Eligibility: Organisations with annual turnover exceeding R50 000 000.
• Included Modules (11): All modules except the Transparency Portal module.
• User Limit: Unlimited.
• Transaction Cap: Unlimited.

3.4 Public Entity / SOE Tier

• Eligibility: Statutory bodies, state-owned enterprises, municipalities, and public entities established under national or provincial legislation.
• Included Modules (12): Full feature set, including the Transparency Portal module.
• User Limit: Unlimited.
• Transaction Cap: Unlimited.

4. Revenue Band Verification

The Organisation's revenue band determines its eligibility for a particular Licence Tier. Revenue band verification proceeds as follows:

• Self-Declaration at Registration: During account creation the Organisation declares its most recent audited or reviewed annual turnover. This declaration is recorded and forms part of the Organisation's registration record.
• Verification During Onboarding: Within 30 calendar days of the Effective Date the Licensor may request documentary evidence of the declared turnover, including a copy of the Organisation's latest audited financial statements, an accountant's letter, or a SARS Notice of Assessment. Failure to provide satisfactory evidence within 14 business days of request may result in suspension of the account or reassignment to a lower tier.
• Annual Review: On each anniversary of the Effective Date the Organisation must confirm or update its revenue band. Where the Organisation's turnover has moved into a higher band the Licensor reserves the right to reassign the Organisation to the appropriate tier at the next renewal date, with 30 days' written notice.

Where an Organisation's turnover has decreased and it wishes to move to a lower tier, clause 8 (Upgrades and Downgrades) applies.

5. Module Availability

The following table summarises which Modules are included in each Licence Tier:

Module	MSME	QSE	Generic Enterprise	Public Entity / SOE
Supplier Passport	✓	✓	✓	✓
Tendering	✓	✓	✓	✓
Bid Submission	✓	✓	✓	✓
Evaluation	✓	✓	✓	✓
Award & Contract	✓	✓	✓	✓
Procurement & Three-Way Match	—	✓	✓	✓
Audit Vault	—	✓	✓	✓
Analytics & BI	—	✓	✓	✓
Supplier Relationship Management	—	—	✓	✓
Spend Analysis	—	—	✓	✓
Inventory Management	—	—	✓	✓
Transparency Portal	—	—	—	✓

The Licensor may add, modify, or retire Modules from time to time. Where a Module is materially degraded or removed from the Organisation's Tier during a subscription term, the Organisation shall be entitled to a pro-rata credit for the unexpired portion of the term, calculated on the portion of the Fee attributable to that Module.

6. Permitted Use

The Organisation shall use the Platform solely for its own internal business purposes and in accordance with this Agreement. The Organisation shall not:

• sublicense, rent, lease, or distribute access to the Platform to any third party;
• use the Platform to provide services to third parties (such as bureau services or managed services) without the Licensor's prior written consent;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying data structures of the Platform;
• remove, alter, or obscure any proprietary notices, labels, or marks on the Platform or its documentation;
• use the Platform in any manner that violates applicable law, regulation, or this Agreement;
• circumvent or attempt to circumvent any user limit, Transaction cap, or other technical restriction imposed by the Tier.

7. Fees

• The Fees payable for the Organisation's Licence Tier are as published on the Licensor's pricing page at the time of registration or renewal, as applicable.
• All Fees are quoted in South African Rand and are exclusive of value-added tax (VAT) at the prevailing rate. VAT will be added to invoices in accordance with the Value-Added Tax Act, 1991.
• Invoicing is on an annual basis in advance, unless otherwise agreed in writing. Payment is due within 30 calendar days of the date of invoice.
• Late payments shall bear interest at the rate of the prevailing prime lending rate plus 2% per annum, calculated daily from the due date until date of actual payment.
• The Licensor reserves to suspend access to the Platform where any undisputed portion of an invoice remains unpaid for more than 14 calendar days after written notice of the overdue amount.

8. Upgrades and Downgrades

• Upgrades: The Organisation may request an upgrade to a higher Licence Tier at any time during a subscription term. Mid-term upgrades take effect on the date confirmed by the Licensor, and the Fee difference for the unexpired portion of the current term is prorated and invoiced immediately. From the next renewal date, the full annual Fee for the higher Tier applies.
• Downgrades: Downgrades to a lower Licence Tier take effect only at the next renewal date. The Organisation must submit a written downgrade request at least 30 calendar days before the renewal date. No refund or credit is payable for the period between the request and the renewal date.
• Organic Tier Movement: Where the Organisation's annual turnover changes such that it falls into a different revenue band, the Licensor will reassign the Organisation to the appropriate Tier at the next renewal date, subject to the verification provisions in clause 4.

9. Data Ownership

• All data, documents, records, and content uploaded to or generated by the Organisation through the Platform ("Tenant Data") remains the sole property of the Organisation at all times.
• The Licensor does not acquire any ownership right, title, or interest in Tenant Data by virtue of this Agreement.
• The Licensor may process Tenant Data solely to the extent necessary for the provision, operation, support, and improvement of the Platform ("Service Delivery Processing"). Service Delivery Processing includes hosting, backup, disaster recovery, technical support, and the generation of aggregated, anonymised analytics used to improve the Platform.
• The Licensor shall not use Tenant Data for advertising, marketing, or sale to third parties without the Organisation's express written consent.
• The Licensor shall implement and maintain appropriate technical and organisational measures to protect Tenant Data against unauthorised access, loss, destruction, or alteration, in accordance with the Protection of Personal Information Act, 2013 (POPIA) and industry best practice.

10. Termination

• Termination by the Organisation: The Organisation may terminate this Agreement by giving the Licensor not fewer than 30 calendar days' written notice prior to the next renewal date. No refund is payable for the unused portion of the current term.
• Termination by the Licensor: The Licensor may terminate this Agreement by giving the Organisation 30 calendar days' written notice where the Organisation has materially breached this Agreement and has failed to remedy such breach within 14 calendar days of receiving written notice specifying the breach.
• Effect of Termination: Upon termination the Organisation's access to the Platform ceases. The Licensor shall make Tenant Data available for export in a standard format (CSV or JSON) for a period of 30 calendar days following termination. After that period the Licensor shall securely delete all Tenant Data from its systems, except to the extent retention is required by applicable law.
• Clauses that by their nature are intended to survive termination (including clauses 1, 6, 9, 11, 12, and 13) shall survive termination.

11. Warranty and Disclaimer

• The Licensor warrants that it will use commercially reasonable efforts to ensure that the Platform performs materially in accordance with its published documentation during the subscription term.
• Except as expressly set out in this Agreement, the Platform is provided "as is" and "as available". To the maximum extent permitted by law the Licensor disclaims all other warranties, whether express, implied, or statutory, including without limitation implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Nothing in this Agreement excludes or limits any warranty or right that cannot be excluded or limited under the Consumer Protection Act, 2008, or any other applicable South African legislation. Where the Organisation is a consumer as defined in the Consumer Protection Act, the Platform is subject to the implied warranties and consumer rights provided for under that Act.

12. Limitation of Liability

• To the maximum extent permitted by law the Licensor's aggregate liability to the Organisation under or in connection with this Agreement, whether in contract, delict (including negligence), statute, or otherwise, shall not exceed the total Fees paid by the Organisation to the Licensor during the 12-month period immediately preceding the event giving rise to the claim.
• In no event shall the Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, even if the Licensor has been advised of the possibility of such damages.
• The limitations in this clause do not apply to liability arising from fraud, wilful misconduct, or any liability that cannot be excluded or limited by applicable law.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. The parties irrevocably submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria (or such other division as the Licensor may designate), and the parties waive any objection to that jurisdiction on the grounds that the proceedings have been brought in an inconvenient forum.

14. General

• Entire Agreement: This Agreement, together with any schedules, annexures, or order forms referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations.
• Amendment: The Licensor may amend this Agreement from time to time by posting the amended version on the Platform or by providing written notice to the Organisation. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the amended terms.
• Assignment: The Organisation may not assign or transfer this Agreement without the Licensor's prior written consent. The Licensor may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• No Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

Effective Date: September 2026 · Version 1.0