Marketing and Automation Services Agreement

A.Background

1. The Company provides digital marketing and automation services through its Digital Marketing division.
2. The Client wishes to procure the Services described in Schedule 1, including Automations governed by Schedule 2 and processing of personal information governed by Schedule 3, and the parties record their agreement here.

1.Definitions and interpretation

1. "Agreement" means this Marketing and Automation Services Agreement, its schedules, and any accepted quotation it incorporates.
2. "Client" means you, the party identified in Schedule 1, and where this Agreement uses another capitalised label for you, such as "Member", that label has the same meaning.
3. "Service Terms" means the Digital Marketing service terms published at marketing.autohive.co.za/service-terms.html, version as at the signature date, which are incorporated into this Agreement, including their cancellation provisions.
4. In this document, "the Company", "we", "us" and "our" mean AutoHive Artificial Intelligence (Pty) Ltd, registration number 2025/756077/07, trading as Digital Marketing, and "you" and "your" mean the person or entity dealing with us.
5. "Business day" means any day other than a Saturday, a Sunday or a South African public holiday, and "business hours" means 08:30 to 17:00 South African Standard Time on a business day.
6. "Writing" includes email, and "signed" includes a reliable electronic signature as recognised by South African law on electronic communications and transactions.
7. Headings are for convenience only and do not affect interpretation. The singular includes the plural and one gender includes the others.
8. Where any provision conflicts with a right you have under South African consumer protection or data protection legislation that cannot lawfully be excluded, that legislation prevails to the extent of the conflict.

2.Services

1. The Company provides the Services in Schedule 1 with reasonable skill and care, subject to the Service Terms, the Automation Schedule and the Data Processing Schedule.
2. The SLA at marketing.autohive.co.za/sla.html governs support and incidents for Services the Company actively operates.
3. The Client provides the access, material and approvals the Services reasonably require, and warrants the lawfulness of data and content it supplies.

3.Fees, invoicing and payment

1. Fees are as quoted to you in writing or as published on our website at the time you order. A quotation is valid for the period stated on it, or for fourteen days if no period is stated.
2. Unless stated otherwise, invoices are payable confirm standard payment terms, for example on presentation, or within 7 or 30 days by electronic funds transfer to the account stated on the invoice. We do not accept cash at our premises.
3. If any amount is overdue, we may suspend work or access after giving you written notice, and we may charge interest at the maximum rate permitted by law for the agreement in question.
4. You remain responsible for bank charges on your side, and for providing a correct billing entity, address and, where applicable, VAT number for invoicing.
5. Where a deposit is stated, it secures the engagement or booking, and it is applied, refunded or forfeited as the cancellation provisions applying to your engagement state.

4.Confidentiality

1. Each party keeps the other's confidential information secret, uses it only for the engagement, and protects it with at least the care it applies to its own confidential information.
2. Confidential information excludes information that is public through no fault of the receiver, already lawfully known to the receiver, independently developed, or required to be disclosed by law or a competent authority, in which case the receiver gives prompt notice where lawful.
3. This clause survives termination for five years, and indefinitely for trade secrets and personal information.

5.Personal information

1. We process personal information as described in the Digital Marketing privacy notice at marketing.autohive.co.za/privacy.html and the AutoHive estate privacy notice at autohive.co.za/privacy/, in accordance with the Protection of Personal Information Act.
2. Our Information Officer is Barteld Jans Bakker, reachable at Mr.bee@autohive.co.za. You may request access to, correction of, or deletion of your personal information, and you may complain to the Information Regulator (South Africa).
3. Where we process personal information on your instructions as part of a service, the data processing terms in the applicable agreement apply in addition to this clause.

6.Liability and indemnity

1. We perform our obligations with the reasonable skill, care and diligence expected of a competent provider of marketing and automation services.
2. To the extent permitted by law, we are not liable for indirect, consequential or special damages, including loss of profit, loss of business, loss of data not caused by our gross negligence, or reputational harm.
3. To the extent permitted by law, our total aggregate liability arising from or connected with an engagement is limited to the amount you actually paid us for that engagement in the six months before the event giving rise to the claim.
4. Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for gross negligence or wilful misconduct, or any liability to a consumer that consumer protection legislation does not allow us to exclude.
5. You indemnify us against third-party claims arising from material, instructions or content you supply, or from your unlawful use of our services, except to the extent the claim is caused by our own breach or negligence.

7.Breach, suspension and termination

1. If a party commits a material breach and fails to remedy it within ten business days of written notice, the other party may cancel the affected engagement, without prejudice to other rights.
2. We may suspend services immediately where continued provision would be unlawful, where your account is materially overdue after notice, or where your use threatens the security or integrity of our systems or other clients, and we lift the suspension when the cause is resolved.
3. Either party may cancel immediately if the other is placed in liquidation, business rescue or a comparable process, to the extent the law permits.
4. Clauses that by their nature survive termination, including fees accrued, confidentiality, intellectual property, liability and disputes, survive.

8.Events beyond reasonable control

1. Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural disaster, fire, flood, war, riot, epidemic, government action, labour unrest, failure of telecommunications or hosting providers, and sustained interruption of electricity supply, including scheduled load-shedding beyond the ordinary published schedules.
2. The affected party notifies the other promptly, takes reasonable steps to limit the effect, and performance is suspended for the duration of the event.
3. If the event continues for more than thirty days, either party may cancel the affected engagement on written notice, and we refund any amount paid for services not yet delivered.

9.Disputes, governing law and jurisdiction

1. These terms are governed by the law of the Republic of South Africa.
2. The parties first attempt to resolve any dispute by good-faith negotiation between senior representatives within ten business days of written notice of the dispute.
3. If negotiation fails, the parties may agree to mediation in Cape Town or by video conference before either approaches a court or, where agreed in a signed agreement, arbitration.
4. The parties consent to the jurisdiction of the Magistrates' Courts with jurisdiction over our registered address, without excluding either party's right to approach the High Court of South Africa, Western Cape Division.
5. Nothing in this clause prevents a consumer from using any statutory complaint or redress channel available under South African consumer protection law.

10.Notices and address for service

1. The Company chooses High Riding Country Estate, Plot 50 High Riding Road, Sir Lowry's Pass, Somerset West, 7135, Western Cape, South Africa as its address for service, and the email address Mr.bee@autohive.co.za for ordinary notices.
2. You choose the physical and email addresses you supplied when contracting with us. Either party may change its addresses on ten business days' written notice.
3. A notice sent by email is presumed received on the first business day after sending, unless an automated failure report is received.

11.General

1. These terms, together with any signed agreement, quotation and schedule, are the whole agreement on their subject. No amendment, waiver or cancellation is effective unless in writing and accepted by both parties.
2. If any provision is unenforceable, it is severed and the rest remains in force.
3. Neither party may cede or assign its rights or delegate its obligations without the other's written consent, not unreasonably withheld, except that we may use vetted subcontractors while remaining responsible for their work.
4. No relaxation or indulgence by either party is a waiver of any right.
5. We may update these terms for future engagements by publishing a new version with a new version number and effective date. The version in force when you contracted applies to that engagement.

12.Electronic signature and counterparts

1. This agreement may be signed electronically, including through the DocuSeal electronic signature service used by the Company, and an electronic signature has the legal effect South African law on electronic communications and transactions gives it.
2. Signature requests are sent from the Company's document signing mailbox, seal@autohive.co.za. Verify the sending address before signing, and contact us if anything looks wrong.
3. The agreement may be signed in counterparts, each of which is an original and which together are one agreement. A signed copy delivered electronically is as effective as a delivered original.

S1.Schedule 1: Engagement details

S2.Schedule 2: Automation Schedule

1. This schedule applies to every Automation we design, build or operate for the Client.
2. For each Automation the parties record in writing before go-live: its trigger, its audience, the channels it uses, its sending limits, its guardrails, the point at which it hands over to a person, and the person on each side responsible for it.
3. Every Automation that contacts people includes a working opt-out appropriate to its channel, and honours the Client's suppression list.
4. Either party may pause an Automation immediately where it appears to be misfiring, breaching its guardrails or acting on unlawful data, and the parties then follow the SLA incident process.
5. The Client keeps ownership of Automation configurations built for it, on payment in full. Platform subscriptions inside an Automation are the Client's own and survive or lapse under those platforms' terms.
6. On termination we hand over configurations, credentials we hold and documentation within ten business days, and then delete our copies, except what the law requires us to keep.

S3.Schedule 3: Data Processing Schedule (POPIA operator terms)

1. For personal information the Company processes on the Client's behalf in the Services, the Client is the responsible party and the Company is the operator, as those terms are used in the Protection of Personal Information Act.
2. The Company processes such personal information only on the Client's documented instructions, only for delivering the Services, and treats it as confidential.
3. The Company applies reasonable, appropriate technical and organisational security measures, restricts access to personnel who need it, and binds them to confidentiality.
4. The Company notifies the Client without undue delay where there are reasonable grounds to believe personal information processed for the Client has been accessed or acquired by an unauthorised person, and assists the Client with its own notification duties.
5. The Company assists the Client, at reasonable cost, with data subject requests and with demonstrating compliance relating to the processing under this schedule.
6. The Company engages sub-operators, including hosting, messaging and automation platforms, only under written terms materially equivalent to this schedule, and remains responsible for their processing. The current list of sub-operators is available on request.
7. Where a sub-operator stores personal information outside South Africa, the Company ensures the transfer meets POPIA's requirements for cross-border transfers.
8. At the end of the Services the Company returns or deletes the Client's personal information, at the Client's choice, except what the law requires it to keep, and confirms deletion in writing on request.