TERMS AND CONDITIONS FOR USE OF THE SENWES LIMITED AND RELATED PARTIES’ WEBSITE AND INFORMATION TECHNOLOGY APPLICATIONS AND RELATED SOLUTIONS

1. Definitions

1.1. Parties

1.1.1. "You" and "your" refer to you, as an individual user of the Applications, and, if you use the Applications on behalf of another person or an organization also include that person or organization.

1.1.2. A "user/client" is anyone who accesses, views, browses, crawls, scrapes, or in any way uses the Applications.

1.1.3 “OneAgri” "we," "us," and "our" refer to a technology platform provided by Senwes where a digital identity is created for any user through a single registration process, providing a portal for access to existing and future digital interactions provided by the Senwes Group based on the terms and conditions applicable to those digital interactions;

1.1.4 “Senwes” means Senwes Limited, registration number: 1997/005336/06 and all of its related parties, subsidiaries and joint venture businesses as defined in the Companies Act, 71 of 2008, as amended, including Senwes IT, jointly herein referred to as “the Senwes Group”;

1.1.5 “Senwes IT” means the Information Technology services provider for the Senwes Group.

1.2. Content

1.2.1 "Content" means text, data, files, records, location information, messages, images, photos, audio, video, and all other forms of data or communication submitted or transmitted to, through, or otherwise made available in connection with the Applications. Note that none of the following definitions imply or create any ownership relationship between any party and any particular Content.

1.2.2 “Your Content" means Content that you control, including: (i) Content that you submit or transmit to, through, or in connection with the Applications; (ii) any and all data from whatever source, delivered to the Applications from Your Information; and (iii) Content originating with a third party where such third party has transferred control to you.

1.2.3 “Your Information” means any information or data relating to your identity, including, but not limited to Site Content and OneAgri Content;

1.2.4 "User Content" means Content that users submit or transmit to, though, or in connection with the Applications.

1.2.5 "OneAgri Content" means Content that OneAgri or the Senwes Group create, have created, make, have made, acquire or license, and make available in connection with the Applications.

1.2.6 “Third-Party Content" means Content that originates from parties other than you or the Senwes Group, which is made available in connection with the Applications and includes Content by major third party suppliers of the Senwes Group;

1.2.7 “Site Content" means all of the Content that is made available in connection with the Applications, including Your Content, User Content, Third-Party Content, and the Senwes Group Content.

2. Changes to these Terms

We may modify these Terms from time to time. When changes are made the revised version will be made available on this webpage. We will also update the notice at the Applications login. You should revisit these Terms on a regular basis as revised versions will be binding on you if you continue to use the Applications. Any such modification will become effective, going forward, upon our posting of new Terms. You understand and agree that your continued access to or use of the Applications after any modification to these Terms are posted on the Applications indicates your acceptance of the modified Terms . If you do not agree to any modified Terms, you must immediately stop using the Applications.

3. Using the Applications

3.1 Eligibility

To access or use the Applications, you must be 18 years or older and have the requisite capacity, power, and authority to agree to these Terms. You are not permitted to access or use the Applications if we have previously banned you from the Applications or closed your account.

3.2 Permission to Use the Applications

You may use the Applications only in compliance with these Terms as well as the Terms of use of any of the websites and mobile applications that link or reference to OneAgri. Your use of the Applications is at your own risk, including the risk that you might be exposed to Content that is inaccurate, objectionable, or otherwise inappropriate, and the risk that Content you choose to share in connection with the Applications may be misused by third parties.

3.3 Site Availability

All or portions of the Applications may be modified, updated, interrupted, suspended or discontinued at any time, at our sole discretion, without notice or liability. We may also remove any Content from the Applications at our discretion, without notice or liability.

3.4 User Accounts

3.4.1 You must create an account and provide certain information about yourself to create a digital identity and use the platforms and features that are offered through the Applications. You may create an account here: www.OneAgri.co.za. By creating an account you unconditionally accept the terms and conditions for use of OneAgri contained herein.

3.4.2 If your contact information or other information related to your account changes, you must notify us promptly and provide current information. You may update your account here: www.OneAgri.co.za

3.4.3 You are solely responsible for safeguarding the password and login identification that you use to access the Applications, and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorised that activity. You agree to notify us immediately of any unauthorised use of your account. You may contact us about your account on [email protected] or via www.OneAgri.co.za

3.4.4 You acknowledge and agree that if you wish to protect your transmission of data or files to the Applications, it is solely your responsibility to establish and use a secure connection to communicate with the Applications.

3.4.5 Your account is for your use only. In creating the account you are responsible for providing complete and accurate information as requested from you. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts. If you use a pseudonym, take care to note that others may still be able to identify you based on Content you choose to share. We reserve the right to close your account at any time for any or no reason, without notice or liability.

3.5 Communications from the Senwes Group and other Users

By creating an account, you hereby agree to receive electronic communications in connection with the Applications. The Applications itself may enable such communications among you and other Users, and OneAgri or Senwes IT may communicate with you regarding Site maintenance, availability, functionality, or other matters relating to your use of the Applications, subject to all applicable laws regarding corporate electronic communications.

4. Content

4.1 Responsibility for Your Content

4.1.1 The Applications provide features that allow you to share Your Content with others. You understand that Your Content may be copied, used, modified, or distributed by any other user that receives or has access to Your Content and you agree that the Senwes Group has no responsibility or liability for any such activities. Please consider carefully what Content you choose to share on the Applications.

4.1.2 You are solely responsible for maintaining and protecting Your Content. You agree that the Senwes Group is not liable for any loss or corruption of your Content, or for any costs or expenses associated with backing up or restoring any of your Content.

4.1.3 You alone are responsible for Your Content, and once submitted to the Applications, it cannot always be withdrawn. You assume all risks associated with Your Content, including any third party’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorise the use of Your Content as described herein, including the Senwes’ Group’s use as recorded in Clause 5(b) below. You also represent that you have obtained all consents from employees or third parties that are necessary for you and the Senwes Group to comply with any applicable privacy laws in respect of OneAgri provision of the Applications and its dealings with personal data as provided in Clause 6(B) below. You agree and understand that Your Content is not endorsed by the Senwes Group, and you will not imply that Your Content is in any way sponsored or endorsed by the Senwes Group.

4.1.4 All of the content as provided by the Senwes Group is protected by intellectual property rights of the Senwes Group, whilst some site content is protected by third party providers. You agree that you will not copy, upload, download, or share files from the Applications unless you have the right to do so. You are solely responsible and liable for what you copy, share, upload, download or otherwise use while using the Applications. You may expose yourself to liability if, for example, Your Content contains material that is false, misleading, deceptive or defamatory; violates any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; discloses non-public information about certain publicly traded businesses; contains material that is unlawful, including illegal hate speech or pornography; or violates or advocates the violation of any applicable law or regulation.

4.1.5 We may choose to review Site Content for compliance with our guidelines, but you acknowledge that the Senwes Group has no obligation to monitor any Content available through the Applications. We are not responsible for the accuracy, completeness, appropriateness, or legality of data, files, Site Content, or any other information you may be able to access using the Applications.

4.2 Our Right to Use Your Content

4.2.1 These Terms do not grant the Senwes Group any rights to Your Content or other intellectual property except for the limited rights to use Your Content described below and in our Personal Information clause.

4.2.2 You grant the Senwes Group, subject to the Personal Information clause, the right to use Your Content as described in these Terms and as needed to provide all services and functionalities provided as part of the Applications, including, for example, hosting Your Content and sharing it at your direction. This permission extends to third parties engaged by the Senwes Group in connection with providing the Applications and associated services.

4.2.3 We may disclose your Content to outside third parties when it is reasonably necessary to (a) comply with any applicable law, regulation or court order; (b) protect the safety of any person from death or serious bodily injury; (c) prevent fraud or abuse against us or our users; (d) to protect our property rights; or (e) defend the Senwes Group or personnel from any legal proceedings arising out of Your Content.

4.3 OneAgri Content and Software

4.3.1 Some use of the Applications may require you to download a client software package (“Software”). OneAgri hereby grants you a limited, non sublicense able, non assignable, non- exclusive, non-transferable, revocable license to use the Software, solely to access the Applications. Your license to use the Software is automatically revoked if you violate these Terms or any other related agreement with the Senwes Group in a manner that prejudices, limits, or infringes our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You may not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. We may update the Software on your device automatically when a new version is introduced.

4.3.2 These Terms do not grant you any right, title, or interest in the Applications, related software, or the Applications Content. You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the OneAgri Content in whole or in part except as expressly authorised by the Senwes Group. The Software and other technology we use to provide the Applications are protected by copyright, trademark, and other applicable laws of the Republic of South Africa. These Terms do not grant you any rights to use any of the Senwes Group’s trademarks, logos, domain names, or other brand features. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Applications and the OneAgri Content and where appropriate, the Senwes Group Content are retained by us.

4.4. Third-Party Content

4.4.1 The Applications may contain Third-Party Content or links to third-party websites or resources. The Senwes Group does not control or endorse and is not responsible or liable for any such Third-Party Content, websites, or resources, or any related content, products, or services. You are solely responsible for your use of any such Third-Party Content, websites, or resources.

4.4.2 You agree to comply with the terms of any agreement with any other party that governs your access to any Third-Party Content.

4.4.3 If we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source license provisions will apply to such open source software to the extent of such conflict.

5. Guidelines and Policies

5.1. Acceptable Use

You agree not to, and will not assist, encourage, or enable others to use the Applications to:

5.1.1 Violate these Terms;\

5.1.2 probe, scan, or test the vulnerability of any system or network;

5.1.3 send unsolicited communications, promotions or advertisements, or spam;

5.1.4 send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;

5.1.5 modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Applications or Site Content (other than Your Content hosted on the Applications), except as expressly authorised by the Senwes Group;

5.1.6 access or search the Applications by any means other than our publicly supported interfaces (for example, “scraping”);

5.1.7 use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Applications or any Site Content;

5.1.8 reverse engineer any portion of the Applications;

5.1.9 remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Applications or on any materials printed or copied from the Applications;

5.1.10 record, process, or mine information about other Site users;

5.1.11 access or view information about other Site users without authorisation;

5.1.12 reformat or frame any portion of the Applications;

5.1.13 take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Senwes IT infrastructure or otherwise make excessive traffic demands of the Applications;

5.1.14 attempt to gain unauthorised access to the Applications, user accounts, computer systems or networks connected to the Applications through hacking, password mining or any other means;

5.1.15 plant malware or otherwise use the Applications or any Site Content to distribute malware, computer viruses, spyware, worms, defects, Trojan horses or other items of a destructive nature;

5.1.16 use any device, software or routine that interferes with the proper working of the Applications, or otherwise attempt to interfere with the proper working of the Applications;

5.1.17 use the Applications to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Applications or Site Content;

5.1.18 remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Applications, features that prevent or restrict the use or copying of Site Content or features that enforce limitations on the use of the Applications;

5.1.19 publish any Content that is fraudulent or misleading;

5.1.20 violate any third party's rights, including without limitation any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

5.1.21 share your Site user account, access the Applications using another person’s user account, or provide false or misleading information when establishing or using a Site user account;

5.1.22 promote or advertise products or services other than your own without appropriate authorisation;

5.1.23 impersonate or misrepresent your affiliation with any person or entity;

5.1.24 threaten, stalk, harm, bully, or harass others, or promote bigotry or discrimination;

5.1.25 publish, upload, or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred; or

5.1.26 violate applicable law in any way, or to violate the privacy of others, or to defame others.

5.2 Personal Information

5.2.1 You agree and specifically consent that we may collect, host, use, process, share, and disclose your personal information and data as required in order to provide you with products, services, information, customer support, product safety, marketing, promotions and for everyday business purposes as contemplated specifically in the Protection of Personal Information Act, No 4 of 2013, as amended.

5.2.2 The Senwes group’s policy on the protection of privacy, which can be accessed at http://www.senwes.co.za/en-za/protection-of-privacy, applies to these Terms as fully as if incorporated herein.

5.2.3 We may collect information using Cookies and Other Data Collection Technologies and this information is treated as Personal Information.

5.2.4 We may collect and use your Personal Information for statistical purposes, but the Personal Information will be unidentifiable.

5.2.5 We do not disclose Personal Information. We may however share Personal Information with our affiliates, suppliers, dealerships, and business partners who may use the information for the purposes indicated above.

5.2.6 Additionally we may disclose Personal Information where required by law or in connection with the sale of part or all of our business.

5.3 Copyright and Trademark Disputes

The Senwes Group respects the intellectual property rights of others and expects its Site users to do the same. If you are a copyright or trademark owner, authorised to act on behalf of one, or authorised to act under any exclusive right under copyright or trademark, you agree to promptly report any alleged copyright or trademark infringements taking place on or through the Applications by providing a written notice with the following information:

5.3.1 Identification of the copyrighted work or trademark that you claim has been infringed;

5.3.2 Identification of the allegedly infringing Content, and information reasonably sufficient to permit Senwes IT to locate it on the Applications (e.g., the URL for the web page on which the content appears);

5.3.3 A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorised by the copyright/trademark owner, its agent, or the applicable law;

5.3.4 A statement by you that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright/trademark owner or otherwise authorised to act on the owner's behalf; and

5.3.5 Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).

Deliver the notice to us at the following address:

Senwes Limited,

Attention: The Company Secretary

1 Charel de Klerk Street

PO Box 31

Klerksdorp

2570

Email: [email protected]

We will delete any Content that infringes or that we suspect infringes any third party rights in our sole discretion. It is our policy to terminate relationships regarding Content with parties who repeatedly infringe the intellectual property rights of others.

6. Services Provided

All services included in the agreement shall be those provided on the OneAgri application.

7. Suggestions and Improvements

We welcome your feedback. By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the personal, confidential, or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback, but the Senwes Group shall not be obliged to implement any feedback or recommendations received.

8. Indemnity

You agree to indemnify, defend, and hold the Senwes Group, dealers, suppliers, licensors and partners, and the prescribed officers, directors, employees, agents and representatives of each of them harmless, including legal costs (on an attorney own client scale basis), and liabilities, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Applications, (ii) your violation of these Terms, (iii) any products or services purchased or obtained by you in connection with the Applications other than those purchased or obtained from the Senwes Group, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. You agree that the Senwes Group may, at your expense, assume the exclusive defence and opposition and control of any matter for which you are required to indemnify us and you agree to cooperate at your own cost with our defence of these claims. You agree not to settle any matter without the prior written consent of the Senwes Group. OneAgri will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

9. Disclaimers and Limitations of Liability

PLEASE READ THIS CLAUSE CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE SENWES GROUP. EACH OF THE SUBCLAUSES BELOW APPLIES SUBJECT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.

9.1 THE APPLICATIONS ARE MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE APPLICATIONS IS AT YOUR OWN DISCRETION AND RISK. THE SENWES GROUP MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE APPLICATIONS, ITS SAFETY OR SECURITY, SITE AVAILABILITY OR UPTIME, OR THE APPLICATIONS CONTENT. ACCORDINGLY, THE SENWES GROUP ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE APPLICATIONS CONTENT.

9.2 THE SENWES GROUP MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY SITE USER OR OTHER THIRD PARTY. ACCORDINGLY, THE SENWES GROUP IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM ITS ACTIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENT OR IDENTITY. YOUR USE OF THIRD PARTY CONTENT IS AT YOUR OWN DISCRETION AND RISK.

9.3 THE SENWES GROUP EXPRESSLY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO ANY PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES ON THE APPLICATIONS, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, AND NON-INFRINGEMENT. NO VERBAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE SENWES GROUP ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.

9.4 YOU’RE SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE APPLICATIONS, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE APPLICATIONS.

9.5 THE SENWES GROUP MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE APPLICATIONS OR THESE TERMS IS LIMITED TO THE ANNUAL LICENCE FEE THAT YOU AS USER PAID FOR UTILISING THE APPLICATIONS (IF APPLICABLE).

9.6 SUBJECT TO ANY LIMITATION IN ACCORDANCE WITH PREVAILING LEGISLATION, THE SENWES GROUP, SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; (ii) LOSS OF PROFITS, BUSINESS, OR USE; (iii) REPUTATIONAL HARM, OR (iv) LOSS OF INFORMATION OR DATA.

10. Jurisdiction

The High Court of South Africa (North Gauteng High Court (Pretoria) shall have exclusive jurisdiction in respect of any matter flowing from this agreement and South African law shall apply.

11. Term and Termination

11.1 The agreement shall, irrespective of the date of signature hereof, commence on
the date when your digital identity is activated and shall endure indefinitely until such time that you discontinue the use of the Applications:

11.2. We reserve the right to suspend or end the Applications at any time, with or without cause, and with or without notice. We may also suspend or terminate your use of the Applications immediately upon giving written or electronic notice to you at any time if you are not complying with these Terms, or use the Applications in any way that would cause us legal liability or disrupt others’ use of the Applications, provided that, if your non-compliance or use is capable of remedy, we first provide you with written notice requiring remedy within 30 days and your non-compliance or use remains unremedied at the end of that period. Any such action could prevent you from accessing your account, the Applications, Your Content, Site Content, or any other related information.

11.3 In the event of any termination, whether by you or us, Clauses 1, 5, 6, 8 - 12 of these Terms will continue in full force and effect, including our right to use Your Content as detailed in Clause 5.

11.4 Should you wish to terminate the use of the Applications at any time, no fees or services shall be redeemable.

12. General Terms

12.1 Except as otherwise expressly stated in these Terms, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.

12.2 Except as otherwise stated in these Terms, these Terms contain the entire agreement between you and us regarding its subject matter, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

12.3 We are under no obligation to enforce these Terms on your behalf against another Site user. While we encourage you to let us know if you believe another Site user has violated these Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

12.4 Any failure by the Senwes Group to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. Any failure of the Senwes Group to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

12.5 If any provision of these Terms is found to be unenforceable or invalid, that provision shall be severable from the remainder of these Terms to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

12.6 Your rights and or obligations may not ne ceded or delegated in whatsoever manner and may not be sublicensed or transferred. The Senwes Group shall be able to assign or transfer any rights and obligations without limitation in. Any assignment attempted to be made in violation of these Terms shall be void.

12.7 You and the Senwes Group are independent contractors, and not agents, legal partners, or engaged in any employment or partnership relationship.

12.8 The Clause titles in these Terms are for convenience only and have no legal or contractual meaning and effect.

12.9 No amendment to this agreement shall be applicable or enforceable unless as published on the OneAgri / Senwes Group’s website