Marketplace Agreement

PREAMBLE

The Provider controls and operates the Platform.

The Provider provides the Platform and Services to the Seller so the Seller can offer and sell its Products to Customers via the Platform.

The Provider and Seller establish a collaborative relationship by virtue of this Agreement. The Seller is encouraged to communicate with the Provider regarding any aspect of this Agreement or the Platform that is not fully understood.

The Seller accepts that its use of the Platform and the Services is done with full knowledge and understanding of all relevant information and advice from the Provider, and on the terms and conditions in this Agreement.

1 Definition

In this Agreement, the following terms have the following meanings unless the context requires otherwise:

• Agreement: this Marketplace Agreement concluded between the Provider and the Seller.
• Applicable Laws: any law including Applicable Privacy Laws, common law, statute, constitution, decree, judgment, treaty, regulation, directive, standard, instrument, by-law, order or any other measure of any government, local government, statutory or regulatory body or court having the force of law.
• Applicable Privacy Laws: all laws and regulations applicable to the Processing of Personal Information under this Agreement and includes POPI where applicable.
• Authorised User: an adult individual duly authorised by the Seller to access and use the Back End Access, and who has legal capacity to conclude legally binding contracts on behalf of the Seller.
• Back End Access: the interface allowing the Seller back-end access to the Platform through which the Seller can access its own account in order to configure and manage its Catalogue and Online Store.
• Business Day: any day other than a Saturday, Sunday or official public holiday in the Territory.
• Catalogue: catalogue of Products offered by the Seller to Customers via the Platform.
• Commission: means the amount to be paid to the Provider by the Seller for the use of the Platform and the Services and is calculated as a percentage of the total sales amount (shipping costs including VAT and all current or future taxes and other costs) of each Final Sale. The percentage to be applied per Product Category is recorded in Appendix 2 (Financial Conditions).
• Confidential Information: any non-public information supplied in connection with this Agreement or in connection with each Party’s technical, industrial or business affairs, customers, prices, processes, intellectual property or any other proprietary information of any nature, tangible or

intangible, oral or in writing and in any format or medium which has or may in any way be transferred or come into the possession or knowledge of either Party.

• CPA: the Consumer Protection Act, 2008.
• Content: all information relating to the Seller and its Products including texts, the Product Page, any product data sheet, logos, brands, animations, designs and models, pictures and any other information relating to the Seller that is published on the Platform.
• Customer: any person who has registered on the Platform, or who places an Order.
• Data Subject: a person to whom Personal Information relates, and includes a Customer and the Seller where applicable.
• Documentation: all documentation relating to the Services which the Provider is required to produce (including any produced by its sub-contractors) in accordance with this Agreement including information and user manuals that the Seller needs in order to access and use the Back End Access.

• ECTA: the Electronic Communications and Transactions Act, 2002.

• Final Sale: a sale is considered as final 21 Business Days after an Order Confirmation, subject to any rights that the Customer may exercise under Applicable Laws or under the Sales Agreement (which include the right of cooling-off or making a complaint of any kind within such cooling-off period).
• Information Regulator: the authority appointed in terms of section 39 of POPI.
• Intellectual Property Rights: any and all intellectual property rights of any kind or description anywhere in the world (whether registered or unregistered) including, without limitation, patents, trademarks, service marks, design rights, rights in know-how and / or trade secrets, copyright (including all copyright in any designs, applications and computer software), source/object codes, moral rights, databases, trade, domain or business names, whether capable of registration or not, but including any right to register same.
• KPIs: key performance indicators of the Seller which are set out in Appendix 1 (KPIs).
• Login Details: email and password used by the Seller in order to access the Back End Access.
• Losses: means all losses, liabilities, expenses, damage, damages and claims, and all related costs and expenses (including all legal fees on the scale as between attorney and client, tracing and collection charges, costs of investigations and interests) and Loss has a corresponding meaning.
• Order: purchase of Product(s) made by a Customer on the Platform.
• Order Confirmation: this is generated by the Provider once the Provider accepts an Order and receives receipt or confirmation of payment from the Customer.
• Parties: the Provider and Seller, and Party means, as the context requires, any one of them.
• Personal Information: information relating to an identifiable, living, natural person, and where applicable, an identifiable, existing juristic person.
• Platform: online marketplace platform (located at www.homzy.com) which displays the Seller’s Page and Product Pages, the pages of other sellers using the online marketplace, the Provider’s pages and information and other relevant content and features available to the Customer.
• POPI: the Protection of Personal Information Act, 2013.
• Process: any operation or activity or any set of operations, whether or not by automatic means, concerning Personal Information, including-
  • the collection, receipt, recording, organisation, collation, storage, updating or modification, retrieval, alteration, consultation or use;
  • dissemination by means of transmission, distribution or making available in any other form; or

• merging, linking, as well as restriction, degradation, erasure or destruction of information,

and Processing and Processed have corresponding meanings.

• Product Page: page on the Platform displaying information relating to the Seller’s offer of a particular Product to the Customer, including the Product’s picture(s), price, characteristics and other information as required by Applicable Laws.
• Product: a product offered by the Seller to Customers on the Platform, and includes its related goods and services.
• Product Category: any product category forming part of the home improvement sector, or other sector as authorised and determined by the Provider in writing (and as be amended or updated from time to time) and as set out in Appendix 2 (Financial Conditions).
• Proven Dispute: a Customer complaint that has been proven by supporting documentation (for example, hidden defect recognised by the manufacturer, or that the Product does not comply with the Agreement or Applicable Laws).
• Provider: ……………………….
• Provider’s Terms and Conditions: the Provider’s terms and conditions in relation to its sales and services, the use of the Platform by Customers or any person who visits or otherwise uses the Platform, and which are available on our terms and conditions page
• Responsible Party: means the entity that decides how and why Personal Information is Processed.
• Sales Agreement: agreement of sale concluded between the Seller and the Customer once the Seller accepts the Order.
• Security Incident: loss of, damage to or unauthorised destruction of Personal Information; or unlawful access to or Processing of Personal Information.
• Seller: a person, who must have a South African presence, who markets its Products on the Platform in terms of this Agreement.
• Seller’s Page: a page on the Platform displaying content and hyperlinks to the Catalogue, the Seller’s relevant policies and terms and conditions (including those relating to privacy, returns and exchanges, and shipping), and Customer ratings and reviews of the Seller and Products.
• Services: all services provided by the Provider under this Agreement to enable the Seller to access and use the Platform, including:
  • the provision of access to the Back End Access and any relevant features of the Platform and the Seller’s Page to enable the Seller to:
    • integrate and manage its Catalogue with all products available on the Platform; and
    • market, offer and sell its Products on the Platform; and
    • sell its Products to the Customer;
  • services relating to the hosting and maintenance of the Platform; and
  • the Provider’s obligations under this Agreement.

• Territory: the Republic of South Africa and any other geographic region specified by the Provider to the Seller in writing.
• VAT: value added tax in terms of the Value-Added Tax Act 1991, as amended.

PART I: PLATFORM AND SERVICES

The conditions governing the Parties' duties with relation to the Seller's access to the Platform and Services are outlined in this Part I.

GENERAL

1. The Seller will ensure that, in using the Platform and Services, it:
   1. complies with all its obligations under this Agreement (particularly Appendix 1 (KPIs)) and Applicable Laws (and in particular the ECTA and the CPA);
   2. does or does not do anything which in the reasonable opinion of the Provider would bring the Provider or the Platform into disrepute;
   3. is in possession and remains in possession of all necessary licenses, accreditations, consents and releases required for the purpose of supplying the Products;
   4. is sufficiently experienced, organised, financed, equipped, staffed and qualified to supply the Products;
   5. exercises due care, diligence and skill in performing its obligations under this Agreement; and
   6. supplies the Products in accordance with Applicable Laws and generally in accordance with clause 3 of this Agreement.

1. BACK END ACCESS

1. Access requirements

In order to access and use the Back End, the Seller must:

1. submit accurate information and documentation required by the Seller for verification purposes to ensure that the Provider meets its obligations to combat fraud, money-laundering and terrorism;
2. ensure that, if any of the information provided in 2.1.1 changes, the Seller must inform the Provider timeously;
3. submit any other information required by Applicable Laws (including those relating to tax or social legislation);
4. warrant that the Back End will only be accessed by Authorised Users;
5. ensure that the Authorised Users do not use any device, software or other means to interfere or attempt to interfere with the proper working of the Platform, and further that they do not in any way use any robot, spider, other automatic device, or manual process to monitor, copy, distribute or modify the Platform or any part thereof, without the prior written consent from the Provider; and
6. comply with all its obligations under this Agreement.

1. Login Details

   1. Access to the Back End will be made available by the Provider to the Seller via a URL address allowing it to create Login Details.

1. The Seller is solely responsible for the Login Details. In this regard, the Seller undertakes to:
   1. ensure that the Login Details used by the Authorised User(s) are kept secure and confidential;
   2. take all necessary measures to ensure that the Login Details are not known by third parties or used by unauthorised persons; and
   3. notify the Provider’s “Customer Service team” from the Back End Access login page (or if this is not available, by e-mail to……or by phone call, immediately on becoming aware of or reasonably suspecting any unauthorised access to or use of the Login Details, and to take steps immediately to mitigate any resultant loss or harm. In no case will the Provider be held responsible for any Losses suffered by the Seller resulting from unauthorised access or use of Login Details, this includes any consequences that may arise from the misappropriation of identifiers and passwords, including in the event of identity theft, fraud or "phishing".
2. Access is limited to one active account only. Any duplicate account will be immediately removed unless previously validated in writing by the Provider.

1. Features

   1. The Seller is able to configure and manage the Seller’s Page and its Catalogue by using various features available in the Back End, including:
      1. directly downloading and managing the Content;
      2. importing its Catalogue;
      3. managing stock level, price and potential promotions;
      4. managing and following up on Orders;
      5. obtaining aggregated information;
      6. viewing billing information relating to the commission the Platform and Services; and
      7. accessing a mailbox for managing communications with the Provider and/or Customers.
   2. The Provider will provide all Documentation to the Seller to enable access to, and use of, the Back End.

1. PRODUCTS

1. The Seller must ensure that all Products in its Catalogue comply with Applicable Laws.

1. Further to clause 3.1, the following obligations of the Seller are relevant to its compliance with the CPA:

The Seller acknowledges that the Products may be supplied to, used or provided for the benefit of consumers as defined in the CPA. The Seller will comply with all obligations owing to such consumers to whom Products are supplied, including obligations to supply safe goods that are free of defects. The Seller must ensure that all Products comply with sound

manufacturing practices and good manufacturing management systems and ensure that all materials for the Products are certified and emanate from reliable suppliers with appropriate traceability procedures in place.

In addition to and without limiting clause 3.2.1 above, or any of the warranties given by the Seller, the Seller will ensure that:

1. it provides the Customer with all specifications and details of any potential hazard in any Products supplied, as well as clear and understandable instructions in relation to the proper and safe use of the Products;
2. it does not falsely advertise or give misleading claims to Customers and in any claims made to Customers or on any packaging or labelling of the Products ensure that no factual claims are made without substantiated proof;
3. to the extent that it imports any products into South Africa for resale without approval or licence from the owner of the trade mark (parallel or grey importing), the Seller is solely responsible for displaying the required notices; and
4. It is in possession of an updated version of the CPA and all regulations to it and is familiar with the contents and complies with the CPA and regulations at all times.

The Seller indemnifies the Provider against all Losses against the Provider in terms of the CPA, arising from or in connection with the Seller’s failure to comply with this clause 3.2 or any other obligation it has under this Agreement, or any claim (whether successfully defended or otherwise) against the Provider arising out of or in connection with any Products that do not conform with Applicable Laws or any specifications set out in this Agreement.

The Seller should have adequate product liability and product recall insurance with a reputable insurer in place for the duration of this Agreement and at least three years after the Agreement comes to an end. The Provider may request proof of such insurance on reasonable notice.

The obligations listed in this clause 3.2 in relation to the CPA are not exhaustive. The Seller is solely responsible for ensuring its compliance with all relevant aspects of the CPA and Applicable Laws.

1. The Products must:

be consistent with the Product Categories as set out in Appendix 2 (Financial Conditions) unless otherwise authorised in writing by the Provider;

not include any advertising, offer, labelling or marketing that infringe Intellectual Property Rights and any other right under Applicable Law;

not include labels or descriptions that are false, deceptive or may mislead Customers or users of the Platform in any way;

not be imported from a country that is subject to international sanctions or under embargo; and

not incite violence (including weapons, fake toys and replicas of weapons, etc.), or racial, religious or ethnic hatred.

1. The Provider reserves the right (in addition to any other remedies available to it in this Agreement or in law) to prohibit the sale of any Product offered by the Seller which would, in the reasonable opinion of the Provider, be in breach of clauses 3.

1. The Seller has the following obligations regarding product availability:

guarantee the availability of the Products in its Catalogue;

be solely responsible for regularly monitoring and managing its stock levels using the Back End Access, and for replenishing its stocks timeously;

update its stock in real-time and remove any Product from the Catalogue that has become unavailable. The Product will remain visible to Customers on the Platform, and the Product Page will indicate that the Product is not available or that there is no stock; and

if a Product will be discontinued or the Seller no longer wishes to offer the Product on the Platform, the Seller must remove the Product from its Catalogue.

Product recall

1. If the Seller wishes to or is required to carry out a voluntary or mandatory recall of a Product the Seller undertakes to inform the Provider by email and to communicate, without delay, the procedure it intends to follow as a result of the product recall (for example reimbursement procedure, compensation).
2. The Seller undertakes, at its exclusive cost and without delay, to take all necessary measures to recall Products already sold to Customers for the purposes of repair, exchange, refund, and reimbursement, including any compensation for damage. In the interests of protecting the customer journey and reputation of the Platform, a Customer-centric approach to the management of the product recall by the Supplier is preferred by the Provider.
3. The Provider will not be liable for any losses incurred as a result of the product recall and the Seller agrees to indemnify the Provider in respect of any Losses arising from or connected to a product recall carried out by the Supplier (voluntary or otherwise).

1. SELLER’S PAGE

1. The Seller is responsible for the Content displayed on the Seller’s Page. The Seller manages the Content on the Seller’s Page using the Back End0.

1. At a minimum, the Seller must ensure that the following details, or access to these details, is included on the Seller’s Page:

Shipping: cost; shipping estimates; restrictions, if any (for example territorial restrictions);

Returns: return periods (which may vary depending on the Product), applicable restocking fees, return eligibility, conditions for return (for example, that the returned product must include original packaging), return shipping costs and whether any exclusions apply (for example when the product is defective), the process for requesting a return, number of days within which a refund will be processed.

1. The Seller’s Page will include a link to its Catalogue.

1. PRODUCT PAGE

1. The Seller must ensure that the Product Page:

includes all information required by Applicable Laws including the CPA, ECTA and POPI; and

complies with Applicable Laws and in no case can be considered as an unfair, deceptive or aggressive commercial practice.

1. The Seller must use its best efforts to accurately reflect the description, availability, purchase price and delivery charges of Products.
2. The Seller should monitor the Content to ensure accuracy, regular updates and attend to correction of any errors as soon as possible.
3. The Provider is not responsible for, and does not assess or review the information displayed on the Product Page. Should there be any errors of whatsoever nature, the Provider will not be liable for any Loss relating to an Order based on any error in the content of the Product Page. The Seller therefore indemnifies the Provider in respect of any Losses incurred by the Provider arising out of any information contained in the Product Page.

1. PRODUCT PRICING

1. The Seller is solely responsible for determining the selling price of its Products, subject to Applicable Laws. In particular, the Seller must ensure that its pricing is consistent with:

the Competition Act, 1998 and its Regulations and any guidelines issued by the Competition Commission from time to time;

any sector specific pricing rules that may be applicable; and

the CPA.

1. In determining its selling prices, the Provider recommends that the price of a Product should be:

low than most of the providers competitors to attract Customers and Orders and consistent with the Seller’s own commercial policy on other online sales / ecommerce platforms;

include all costs related to the Product, including the cost of delivery; and

be displayed on the Platform in ZAR and includes all taxes (including VAT).

1. There are no restrictions on the Seller offering discounts and promotions on its Products, in compliance with Applicable Laws.

1. The Seller undertakes to comply with its tax obligations under Applicable Laws, in particular with regard to VAT. The Seller must provide any information concerning it, the Products sold and associated services, if required by competent tax authorities.

1. Should the Seller update the price of one of its Products via the Back End Access, it accepts that the price may not be immediately updated on the Platform, and that there may be a delay. Accordingly the Seller will have no claim against the Provider in the event that the Seller has to fulfil an Order on the old price where the price has not yet been updated.

1. The Seller is responsible for the price indicated on the Product Page. The Provider accepts no liability for compensating a Customer in the event that the Seller displays an incorrect price.

1. PROHIBITED CONDUCT

1. The Seller’s use of the Platform and the Services must comply with all Applicable Laws.

1. The Seller accepts that its access to Customers and use of the Platform is limited to the sales of its Products as authorised by the Provider in terms of this Agreement.

Any restrictions imposed in this Agreement are reasonable, required and applied to all Sellers on the Platform.

The Providers’ requirements are designed to ensure maximum mutual benefit, a smooth customer journey, growth of the Platform and growth of the Platform’s customer base.

1. The Seller may not use the Platform and the Services in any way that will negatively affect the reputation and commercial interests of the Provider or the Platform. In particular, the Seller may not:

disseminate any content, data, information that is illegal, defamatory or contrary to public policy;

distribute any political or religious content;

authorise the use of its account to a third party or offer "free space" to third parties;

use other means of communication with the Customer other than those made available by the Provider through the Platform;

use the Platform to divert the Customers to its own website;

transmit unsolicited or bulk commercial e-mail to Customers;

insert any advertising material unrelated to the Platform into the packaging for delivery of Products to Customers;

access or attempt to access content and information that concerns any party other than the Seller through the Back End Access;

interfere with the proper functioning of the Platform;

transmit any virus, Trojan horse or other harmful code, or attempt to circumvent any mechanism used by the Provider to detect or prevent such activity; and

violate or attempt to violate the security or integrity of the Platform.

1. PROVIDER’S OBLIGATIONS

1. In providing the Platform and the Services, the Provider will comply with all its obligations contained in this Agreement and under Applicable Laws.

1. Hosting of the Platform

The Provider commits to take all reasonable measures to make the Platform accessible 24 hours a day, seven days a week, except in the event of force majeure or an event beyond the reasonable control of the Provider and subject to any breakdowns or maintenance interventions necessary for the proper functioning of the Platform.

The Provider cannot be held responsible for disturbances, cuts and anomalies which are not of its own making and which would affect, for example, transmissions by any communications network, access to the internet etc whatever their importance and duration.

The Provider reserves the right to determine the content, structure, appearance, operation and other technical aspects of the Platform, other than Content and pricing which is strictly within the purview of the Seller as set out in this Agreement.

The Provider reserves the right to temporarily interrupt accessibility to the Platform or to suspend all or part of the Services for reasons of maintenance, for the improvement and installation of new functionalities, or for the audit of proper operation or in the event of a malfunction or threat of malfunction.

1. Maintenance

Corrective maintenance

1. The Provider undertakes to make every effort to implement technical corrections to the Platform relating to any operational and / or compliance anomalies compared to applicable standards in terms of security.
2. As such, it is specified that the anomalies are listed according to the nature of the anomalies noted:
   • The Provider undertakes to use its best efforts to correct any blocking anomaly or set up a workaround, within 72 hours of notification of such anomaly by the Seller. A "blocking anomaly" means a malfunction that prevents the use of all or part of the functionality allowing the sale of Seller's Products on the Platform.
   • The Provider agrees to use its best efforts to correct any non-blocking anomaly within seven Business Days of notification of such anomaly by the Seller. A “non-blocking anomaly” designates all malfunctions other than those defined in the blocking anomalies.
3. The Provider reserves its right to invoice the Seller for any additional costs incurred as a result of any corrective maintenance provided as a result of the Seller’s improper use of the Platform or the Services.

.

1. Security

The Provider is committed to doing everything to:

1. ensure logical and physical security of its information systems, including the Platform,

Back End Access and Content; and

1. implement reasonable technical and organisational measures to minimise the risk of a Security Incident.

PART II: GENERAL

Part III of the Agreement contains terms and conditions relating to all other aspects of the relationship between the Seller and Provider, including financial terms.

1. FINANCIAL TERMS

1. Commission

The Seller will pay the Provider the Commission as set out in Appendix 2 (Financial Conditions).

Despite the exercise of the Provider’s rights in terms of this clause 11 and Appendix 2 (Financial Conditions) (including suspension of the Seller’s access to the Platform), the Seller will at all times remain solely responsible for meeting their obligations in terms of the Sales Agreement.

1. Payment to the Seller

The Seller will be paid by the Provider for Final Sales in accordance with the table below:

Product shipping date	Invoicing date	Payment date
Between the 1st and the 10th of the month	10th	The 10th month	of	the	following
Between the 16th and the last day of the month	Last day of the month	The 25th month	of	the	following

In the event that an Order is cancelled by the Customer:

1. Where the reason for such cancellation is not due to any fault or error by the Seller, and in particular relates to the exercise of their right of return or the right to cooling-off, then the Provider will not charge any costs to the Seller who will be refunded the entire amount of the Commission and any other amounts already accounted for;
2. Where the reason for such cancellation is because of the Seller’s non-compliance with Applicable Laws, or any of its obligations under this Agreement (for example, non-compliance with Appendix 1 (KPIs), lack of conformity, inaccurate Product Page, cancellation of the Order after its acceptance), then the Provider will invoice the Seller for a sum equivalent to 100% of the relevant Commission.

1. INTELLECTUAL PROPERTY

1. Provider’s Intellectual Property Rights

   1. The Seller recognizes the rights of the Provider in relation to the Platform, its components and related Content. Accordingly, the Seller agrees that it will not directly or indirectly use the rights derived under this Agreement to dispute or challenge the validity of the rights of

the Provider or the Provider’s partners in relation to the Platform, its components and related content, and that no use of the Platform by the Seller will give the Seller any rights in or to the Platform.

1. The Seller thus expressly recognizes the copyright vesting in, as well as the confidential nature of the various databases linked to the Platform, including in particular all non-personal data relating to the commercial activity of Sellers via the Platform.
2. The Seller acknowledges that, other than the rights expressly granted under this Agreement, it has no rights to the Platform and associated software, including the content on the Platform (with the exception of Content). The Seller does not have rights to any intellectual property or confidential information, which it acknowledges are exclusively for the benefit of the Provider and / or its partners. Accordingly, the Seller agrees that it must not reproduce, use or represent that it has any rights thereto, without the express authorisation of the Provider.
3. Any total or partial copying (whether direct or indirect) of the Platform and its content, by the Seller, by means of any process whatsoever, which is actioned without the express prior authorisation of the Provider is prohibited and will entitle the Provider to an interdict against the Seller, as well as an order against the Seller for all legal fees incurred by the Provider to enforce its rights, on an attorney and own client scale, despite the provisions of clause 16.3.
4. The Provider will provide the Seller with the matrices necessary for the preparation of Product Pages (structure, field, hierarchy of fields, etc.). These matrices must not be reproduced by the Seller for any reason, whether for its own account or that of third parties. The Seller acknowledges that any unauthorised use of the matrices will entitle the Provider to an interdict against the Seller, as well as an order against the Seller for all legal fees incurred by the Provider to enforce its rights, on an attorney and own client despite the provisions of clause 16.3.

1. Seller’s right to use the Platform

   1. By this Agreement, the Provider grants the Seller, in exchange for the agreed Commission payable, the right to use the Platform and the associated software solution, subject to the terms and conditions of this Agreement.
   2. It is specified that this right to use the Platform is non-exclusive, non-transferable and cannot be considered as a transfer of ownership or any rights of any kind to the Seller. The Seller is therefore prohibited from assigning, exchanging, lending, sub-licensing, renting or conceding to a third party, even free of charge, any right of use conferred by this Agreement.
   3. The Seller is prohibited from altering, editing or adapting the Platform and associated software and may not decompile, de-obfuscate or reverse engineer, or in any way alter, edit or adapt the Platform and associated software.
   4. The rights granted are limited to the Territory, for the duration of this Agreement, in return for payment of the Commission.
   5. Any use that does not comply with the terms of this Agreement may give rise to the immediate termination of this Agreement and may give rise to legal proceedings instituted against the Seller.

1. Seller’s Intellectual Property Rights

   1. The Seller declares and guarantees that it is the holder of all relevant Intellectual Property Rights vesting in the Content that the Provider makes available and publishes on the Platform.

   2. The Seller declares that Content does not in any way infringe the Intellectual Property Rights of any third parties, and indemnifies the Provider against any damages and all third-party claims arising from a breach of this clause.

   3. For the purpose of the execution of this Agreement, the Seller grants a free and

non-exclusive royalty-free license to the Provider to use, reproduce, represent, adapt and make available to the public the Content including in particular the brands, logos, creations protected by copyright and any visible signs for the performance of this Agreement and any associated agreement as may be concluded between the Parties. This license will be valid worldwide, for the duration of this Agreement, and for an additional period of five years after the termination of this Agreement.

1. This license includes the right of the Provider to sub-license the same rights to other merchants who offer their products on the Platform, within the same limits. As such the Seller expressly accepts that its Content may be merged with that of other Sellers for the production of unique Product Pages and/or reused by other Sellers, for the sale of their own products on the Platform.

1. PROTECTION OF PERSONAL INFORMATION

1. General

   1. Each Party is responsible for ensuring that it complies with its obligations under Applicable Privacy Laws when acting as a Responsible Party in respect of any Personal Information Processed pursuant to this Agreement.

1. Processing by Provider

   1. As part of the Services, the Provider Processes Personal Information, in particular when registering the Seller on the Platform and Back End Access.
   2. The purpose of such Processing is limited to:
      1. administration of the Platform and Back End Access;
      2. establish attendance statistics on the platform; and
      3. be able to provide the Services to the Seller.
   3. Such Personal Information is Processed by the Provider and the following third party service providers:
      1. the entity providing the software solution generating the Platform and Back End Access, and
      2. the payment .
   4. The Personal Information relating to the Seller and its personnel (including Authorised Users) is retained by the Provider for the duration of the Agreement and then for an additional period of three (3) years.
   5. For further information regarding the Provider’s Processing of the Seller’s Personal Information under this Agreement, the Seller is directed to the Provider’s Privacy Policy available at www.homzy.co.za

1. Reciprocal obligations

   1. To the extent applicable under Applicable Privacy Laws, each Party agrees to:
      1. treat all Personal Information which comes to its knowledge as confidential and to not disclose such information to any unauthorised person;
      2. protect the confidentiality, integrity and availability of all formats of Personal Information, made available to it under the Agreement;
      3. secure the integrity and confidentiality of Personal Information in its possession or under its control by taking appropriate, reasonable technical and organisational measures to prevent a Security Incident;
      4. take reasonable measures to:
         • identify all reasonably foreseeable internal and external risks to Personal Information in its possession or under its control;
         • establish and maintain appropriate safeguards against the risks identified;
         • regularly verify that the safeguards are effectively implemented; and
         • ensure that the safeguards are continually updated in response to new risks or deficiencies in previously implemented safeguards;
      5. prevent Personal Information from being unlawfully transferred to jurisdictions other than physical and cloud locations based in South Africa;
      6. provide proof to the other Party of the steps it has taken to safeguard Personal Information at the request of and in a format reasonably acceptable to the requesting Party;
      7. notify the other Party immediately where there are reasonable grounds to believe that a Security Incident has occurred;
      8. not issue any public statement or engage with the Information Regulator regarding any matter related to this Agreement without the prior written consent of the other Party;
      9. assist the other Party, where reasonably necessary, with any requests or investigations initiated by the Information Regulator; and
      10. to the extent that it appoints any sub-contractors to comply with its obligations under the Agreement, it will ensure that those sub-contractors comply with Applicable Privacy Laws and this Agreement by amongst other things, conducting audits or risk assessments especially where such sub-contractors provide hosting services or any other services relating to the Processing of Personal Information.

1. Personal Information relating to Customers

   1. During the course of this Agreement, the Seller will Process Personal Information relating to Customers where there is a sale or delivery of Products (including in particular after-sales services provided by the Seller). In addition to the Seller’s obligations in clauses 10.1 and 10.3, the Seller must ensure that it does not:
      1. use such Personal Information for purposes other than processing Orders;
      2. use such Personal Information for purposes relating to directly or indirectly attracting Customers on the Seller’s own website or the website of any third party to avoid any confusion for Customers (for example, not to use its URL as a pseudonym of the Platform and not to indicate the URL of its website on any medium that may be brought to the attention of the Customer such as Product Pages, the Sales Agreement, or

correspondence with the Customer) unless with the prior written consent of the Provider;

1. reproduce such Personal Information elsewhere than on the Platform except where necessary for the execution of the purpose of the Processing and as may be required under Applicable Privacy Laws; and
2. integrate such Personal Information into its own database or any other database outside the Platform.

1. LIMITATION OF LIABILITY AND INDEMNITY
   1. The Provider accepts no liability directly or indirectly, for any Losses arising as a result of the Seller's breach of any clause in this Agreement or Applicable Laws.
   2. The Seller hereby irrevocably indemnifies the Provider, its directors and employees and holds it harmless against any claim which may be made against any one or all of them, the cause of action of which arose out of or in connection with:

1. any fraudulent representations or activities by the Seller or any third party;
2. unavailability of the Services or of the Platform attributable to a third party;
3. any act or omission on the part of the Seller or its personnel, including default or other misuse of the Platform or Services;
4. any breach by the Seller or its personnel of Applicable Laws; and
5. any breach by the Seller or its personnel of any of the terms and conditions contained in this Agreement.

1. Without limiting the rights described in clauses 14.1 and 14.2 above, a defaulting Party undertakes to reimburse the other Party for all costs or penalties that the latter would have to bear in the event of proven fault on its part or failure on its part to comply with one of the obligations referred to in this Agreement. The reimbursement contemplated in this clause 14.3 excludes any legal fees, disbursements or other associated costs for which each Party remains individually responsible.

1. CONFIDENTIALITY

   1. The Seller and the Provider undertake to guarantee the confidentiality of all Confidential Information.
   2. The receiving party agrees to hold such Confidential Information in the strictest confidence, to prevent any use thereof other than for the purposes of this Agreement and to release it only to such properly authorized directors, employees or third parties requiring such information for the purposes of this Agreement and agree not to release or disclose it to any other party who has not signed an agreement expressly binding itself not to use or disclose it other than for the purposes of this Agreement.
   3. The obligations under this clause do not apply to information that is:
      1. publicly available at the date of disclosure, or which would come to be after such date and from sources other than the Parties;
      2. already known by the receiving party at the time of disclosure;
      3. required by law or any regulatory authority to be disclosed;

1. after being disclosed to the receiving party is disclosed by any other person to the receiving party otherwise than in breach of any obligation of confidentiality; and
2. required by any securities exchange or regulatory or governmental body to which such Party is subject, wherever situated, whether or not the requirement for information has the force of law.
1. The Parties will take such precautions as may be necessary to maintain the secrecy and confidentiality of such material and its information.
2. This confidentiality obligation will continue at the end of the Agreement for a period of five years. Confidential Information must thereafter be returned or destroyed.

1. DURATION AND TERMINATION

1. Duration

   1. Except in the event of any additional agreement that may be concluded between the Seller and the Provider, the Agreement is concluded for an indefinite period from the signing of this Agreement until terminated in accordance with its provisions.

1. Termination for convenience

   1. Either Party may terminate this Agreement without reason at any time on 30 days’ written notice to the other Party.

1. Suspension and termination

   1. Suspension:
      1. The Provider may suspend the Seller’s access to the Platform and Services, and if necessary, the Seller’s on-boarding, if the Seller commits any of the following acts:

• violation of Applicable Law including Applicable Privacy Laws;
• violation of this Agreement including acts relating to:
  • Seller inactivity on the Platform for three consecutive months (i.e. at least one Final Sale must be concluded within this period);
  • non-compliance with any one of the elements of Appendix 1 (KPIs);
  • non-compliance with one of the specific Product requirements of the Provider;
  • publication of Products not conforming to the Product Category;
  • breach of confidentiality;
  • non-compliance with Back End Access access conditions;
• other acts relating to:
  • non-compliance with any of its obligations under this Agreement, particularly those in Appendix 1 (KPIs);
  • non-compliance with any of its obligations under the Sales Agreement, particularly those in relation to delivery of the Product/s;
  • lack of cooperation with the Provider when such cooperation is reasonably required by the Provider in order to make the Platform and Services available to the Seller; and
  • disloyalty or bringing the brand or reputation of the Seller into disrepute.

1. The Provider will notify the Seller of its decision to suspend such access, by email and give the Seller 30 days within which to resolve the alleged grievances and rectify any non-compliance.
2. The Provider may take all or part of the Seller's Products offline during the suspension notice period described in clause b). At the end of this period, if the Seller has not remedied the relevant act, the Provider may terminate this Agreement under the conditions for termination for fault detailed below.

1. Termination for fault

1. In the event of a Party breaching at least one of its obligations under this Agreement, this Agreement may be terminated by the other Party, without suspension being a mandatory prerequisite.
2. Should the Seller consider the Provider to be in breach of any of its obligations under the Agreement, the Seller must give the Provider 30 days’ written notice to remedy the breach. The Seller must be able to support any allegations of breach with relevant documentation. The Provider will use commercially reasonable efforts to remedy a breach, where such breach has been proven by the Seller to have occurred.
3. Should the Provider consider the Seller to be in breach of any of its obligations under the Agreement, the Provider must give the Seller 30 days’ written notice to remedy the breach. Should the Seller fail to remedy the breach within such period, the Provider reserves its right to terminate the Agreement.

1. Other termination assumptions

1. The Provider has a right to terminate this Agreement should the Seller be acquired or brought under the control of another legal entity.
2. The Seller undertakes to notify the Provider prior to any such acquisition or change of control in the Seller taking effect.

1. Consequences of termination

1. On termination of this Agreement:
   1. the Seller will no longer have access to the Back End Access;
   2. all Seller will no longer have access to any of the Services provided under this Agreement;
   3. the Seller’s Page will no longer be available on the Platform or accessible by Customers;
   4. all amounts due and payable must be paid to the relevant Party.
2. Despite termination, to the extent that any Orders remain open, the Seller is obliged to meet all of its obligations to the Customer in terms of the Sales Agreement including processing the Order and delivering the Product.
3. The Provider reserves the right to refer to the Seller any complaint initiated by a Customer concerning an Order, and will retain the possibility of communicating with the aim of collaborating with the Seller for an additional period of 24 months from date of termination.
4. Each Party undertakes to return to the other Party all files and documents belonging to them in a standard format (in the form of a CSV file / Excel for example).

1. SELLER INDEPENDENCE

1. The Seller warrants that by signing this Agreement, it does not place itself in a situation of economic dependence on the Provider. It is up to the Seller to balance their volume of business carried out on the Provider's Platform in relation to their overall activity.
2. However, the Seller undertakes to inform the Provider in writing as soon as the turnover achieved through the intermediary of the Platform risks placing them in a situation of economic dependence. In such a case, the Parties will meet to find solutions preserving their respective interests.
3. To allow the parties to maintain balanced and mutually beneficial relationships, the Seller must have alternative channels to sell its Products in the event that this Agreement is partially or totally terminated.

1. CHANGES TO THIS AGREEMENT

1. The Provider reserves the right to effect changes to this Agreement at any time.
2. The Provider agrees to effect changes only where such changes are reasonable and proportionate to the nature and extent of the envisaged changes and to their consequences for the Seller unless such changes are required by a change in Applicable Law or at the direction of a regulatory authority.
3. Any changes will be notified to the Seller within 10 Business Days’ notice. 18.4 In the event of material changes to this Agreement, then either:

1. the Seller consents to such changes, in which case they will automatically come into force on the date provided for in the notification; or
2. the Seller rejects such changes, in which case it may terminate the Agreement, at its option, (i) either before the expiration of the notice period, or (ii) under the conditions provided for termination for convenience.

18.5 The Seller expressly accepts that should it fail to respond to the notice referred to in clause 20.3, then the Seller will be deemed to have accepted such changes.

1. FORCE MAJEURE

1. A “force majeure” means any material event beyond the control of the party claiming occurrence of force majeure, which occurrence could not have reasonably been foreseen and prevented, including but not limited to war, pandemic, revolution, riot, strikes, terrorism, acts of God, and officially declared states of disaster and/or emergency.
2. In the occurrence of a force majeure event, the affected party will give notice to the other party of the event or circumstance and will provide, by email, clear details of the obligations and performance which is or will be prevented, within five business days of becoming aware.
3. The Party affected must inform the other Party of any proposals it can make to counter and / or minimise the effects of this event of force majeure, indicating any reasonable alternative means of execution. If the case of force majeure enduring for more than one month, the Parties will discuss how to continue their collaboration or not. Failing agreement within one month from the start of exchanges, the commercial relationship will automatically end without further formality.
4. The affected party must give notice, by email, to the other party within five business days after it ceases to be affected by the force majeure event.

1. No party will have any claim of any nature against the Provider arising out of a force majeure event.

1. GENERAL

1. This Agreement is the whole agreement between the Parties in regard to its subject matter. 20.2 No addition to or variation or consensual cancellation of this Agreement, including this

clause, has effect unless in writing.

1. No indulgence by a Party to another Party, or failure strictly to enforce the terms of this Agreement, will be interpreted as a waiver or be capable of founding an estoppel.
2. The Parties undertake to do everything reasonable in their power necessary for or incidental to the effectiveness and performance of this Agreement.
3. Any illegal or unenforceable provision of this Agreement may be severed and the remaining provisions of this Agreement continue in force.

1. TREATMENT OF DISPUTES AND COMPETENT JURISDICTION

1. This Agreement is governed by South African law.
2. In the event of questions or a dispute relating to this Agreement, the Seller may contact the Provider using the communication feature available to it in the Back End Access.
3. The Provider undertakes to respond to the Seller's communications within a reasonable time, depending on the importance of the communication, and at the latest, within 30 Business Days of receipt of the communication.
4. The Parties will seek to settle amicably all disputes relating to the negotiation, validity, interpretation, execution or non-execution, interruption or termination of this Agreement, and more generally of the commercial relationship between the Parties.
5. The Parties unconditionally consent and submit to the non-exclusive jurisdiction of any South African court in respect of any litigation arising from this Agreement. Each party will be responsible for its own costs related to the litigation.

APPENDIX 1: Financial Conditions

1. Introduction
   1. This Appendix 2 sets out: the procedure regarding the payment of the Commission; details of services provided by the Provider and third-party service providers; and details of the Product Categories and the percentage calculation of Commission to be applied per Product Category.
   2. This Appendix 2 may be amended from time to time by the Provider.

1. Commission

1. Commission will be calculated by the Provider per Final Transaction. The Seller will be paid amounts received from Customers (less any Commission) twice a month. Any payments due to the Seller by the Provider in respect of Customer returns will be adjusted for in the following payment run.

1. At the beginning of each month, the Provider will:
   1. Set off Commission against any payments made by Customers to the Seller as a result of Orders concluded in the preceding month.

1. In circumstances where:
   1. the Seller does not sell any Product, or payments by Customers in respect of Orders concluded in the preceding month are insufficient for the Provider to apply set-off;
2. then the Provider has the discretion to either:
   1. send an invoice to the Seller at the beginning of the month in respect of the and Commission due [through the Back End Access] [by e-mail to the Seller’s nominated email address]. Such invoice may include any other relevant terms and conditions applicable to payment, including the conditions that the Seller must settle the invoice immediately upon receipt.

1. Should the Seller not comply with its obligations in terms of this Appendix 2, the Provider reserves the right to suspend the Seller’s access to the Platform.

1. Where payment has been processed in terms of the agreement, the Provider will send a statement to the Seller [through the Back End Access][by e-mail to the Seller’s nominated email address] indicating details of the set-off

1. Below is a table that describes Services provided by the Provider as well as other services provided by third parties as indicated below.

Services			Description		Party
Platform	Use of the Platform		Right to use the Platform subject to the terms of this Agreement.		Provider
	On-boarding		On-boarding on the Platform as a Seller.		Provider
	Back End Access creation		Providing Login Details; Back-End Access features and settings to enable Seller to integrate and manage its Catalogue with all products available on the Platform (including those products offered and sold by other persons on the Platform); and to market, offer and sell its Products on the Platform; to communicate with Customers regarding Orders and complaints/issues raised by Customers.		Provider
	Support		Seller support: help Seller to use the platform and provide a smooth experience.		Provider
"Marketplace" matchmaking service and product sales		Connection wit Platform and sa		h the Customers via the le of Products		Provider

1. Product Category List

   1. For each Order, the Provider will receive from the Seller a Commission on the terms set out in this Agreement.
   2. The Product Categories and the rate of Commission applicable to each Product Category is set out below (Product Category List):

PRODUCT CATEGORIES	COMMISSION RATE
Furniture	10>#/p###
Outdoor	10>#/p###
Bed & Bathing	8>#/p###
Rugs	8>#/p###
Decor and Pillows	10>#/p###
Organisation	8>#/p###
Lighting	8>#/p###
Kitchen	10>#/p###
Appliances	10>#/p###
Pets	8>#/p###
Baby and Kids	10>#/p###

1. The Provider reserves the right to make changes to the Product Category List from time to time. Such changes may include the inclusion of additional Product Categories, the removal of Product Categories, and changes to the rate of Commission.

APPENDIX 3 -Annexure IMAGES

1. Information per Product

In order to market the Seller’s Product in an omnichannel business approach, the Seller

must, in addition to any other information that is specifically requested, provide the Provider with the following information:

1. the metrological data of each Product;
2. the custom data of each Product;
3. the logistic data of each Product;
4. the Selling Price of each Product;
5. a description of each Product as per specification, including physical, material or technical specifications, which make up the common information required by a Customer to purchase a product online. This data is the common information required by a Customer to purchase a

product online; and

1. a soft copy of the user manual (booklet), spare parts list, exploded diagram, or other any other applicable information for all applicable Products.
1. Support of information
   1. Provider will provide specific frames to be filled by the Seller to provide the information as set out in clause 0 above. These frames can be in Excel format, an internet portal or any other soft

support software.

1. The Seller must provide the information in clause 0 through the provided frames, and may not modify the frames or request documents in any manner whatsoever.
2. The Supplier is responsible for the quality of the information provided.
1. Pictures per Product
   1. In order to market the Seller’s Product in an omnichannel business approach, the Seller shall, in addition to any other information that is specifically requested, provide the Provider with pictures.
   2. The Seller can either provide the pictures contemplated picture chart in clause 8 for each Product to the Provider or request the Provider’s assistance to procure the pictures. In the event that the Supplier requests Provider’s assistance, this assistance will be provided for the service fee set out in clause 4.
   3. Whoever provides the pictures, the pictures of the product can be used by the Provider for marketing purposes.
   4. The specific requirements for pictures of the Products will be provided by the Provider as a guideline per family of Products
2. Video of the product

A pedagogic video of each Product can be required by the Provider and such video will be provided by the Seller on terms and conditions as agreed to by both Parties.

1. Failure of data provision

In the event that a Seller fails to provide Provider with the information set out in clause 1 to clause 5 of this Annexure, or in the event that the Seller does not comply with the manner in which the information is to be provided, Provider may at its sole discretion:

1. refuse to publish the Product information online, or
2. charge a service fee to the Seller for correcting and completing the frames as determined by the Provider in its reasonable discretion and must pay such amount within thirty days of request by the Provider for payment thereof.
1. Information about the quality of Products

• NB is the number of the page STARTING 01 Products under NRCS compliance (LOA system) LOA Products under ICASA compliance ICA

Product under LPGSA compliance GAR Product under SABS compliance SAB Product under DAFF compliance DAF

Product with FSC regulation (for wood products, Provider request)

FSC

Product with Dezincification Resistant Brass Regulation DZR

For any other documents whose code is not reflected, the Seller must contact Provider to request the relevant code.

• The format must be one of the following: .jpg, .png. or .tiff. .pdf not possible.

1. Picture chart:
   1. Naming convention

• The Seller must label all soft copies as follows: PRODUCT-BARCODE-P-XX

• PRODUCT being an identical generic code for Provider to identify it is a product
• BARCODE being the 13 digits BARCODE of the product
• Requirements:

1. Modular grid:
2. Additional information: