Client Platform Participation Agreement

SCHEDULE OF KEY TERMS

This Schedule forms an integral part of the Agreement. Where any term is inconsistent with the body of the Agreement, the Schedule shall prevail.

PARTIES

Platform Operator: Entegri Connect (Pty) Ltd, a private company duly incorporated under the laws of the Republic of South Africa, registration number 2026/674044/07, incorporated 24 August 2026, with its registered office at 477 Jan Bantjies Road, Sinoville, Pretoria, Gauteng, 0129, South Africa (“Entegri Connect” or “the Platform Operator”). Information Officer: Rayno Loubser, rayno@entegri.net, registered with the Information Regulator of South Africa on 2 September 2026, registration number 2026-065740.

Client: The entity or individual identified by the account registered on this Platform (“the Client”), which may be a natural person, a juristic person, or an organ of state.

PLATFORM DETAILS

Platform Name: Entegri Connect (the “Platform”).

Platform Status: Beta Phase. The Platform is currently in a testing and development phase. Functionality, features, and terms may change during this period. See clause 4.

Effective Date: Date of electronic acceptance on the Platform.

Initial Term: Twelve (12) months from the Effective Date, automatically renewing for successive 12-month periods unless terminated in accordance with clause 14.

FEES

Client Access Fee: None. Registration and use of the Platform is free for Clients. Entegri Connect charges no Client Access Fee, joining fee, or listing fee, at any time.

Platform Fee (Client): None. Entegri Connect charges no Platform Fee, commission, or similar charge to the Client. The Client pays only the Engagement fee agreed directly with the Supplier. The Platform Fee described in the Supplier Platform Participation Agreement is charged to the Supplier only. Under the current interim payment model it is collected from the Supplier by invoice after the Supplier receives payment from the Client; if a payment or escrow provider is introduced later, it may instead be deducted from the Supplier’s settlement. It does not increase the amount the Client pays.

VAT: Not applicable to the Client’s relationship with Entegri Connect, since no fee is charged. VAT on the Engagement fee itself is a matter between the Client and the Supplier.

LEGAL

Governing Law: Laws of the Republic of South Africa.

Dispute Resolution: Mediation under AFSA rules, failing which arbitration under AFSA Commercial Arbitration Rules in Johannesburg before a single arbitrator, in respect of disputes between the Client and Entegri Connect. Disputes between the Client and a Supplier arising from an Engagement are between those parties; see clause 15.5.

Notice, Entegri Connect: info@entegri.net and rayno@entegri.net

Notice, Client: As registered on the Platform.

1. BACKGROUND AND PURPOSE

1.1 Entegri Connect operates a digital marketplace platform (the “Platform”) on which Clients post Service Requirements describing professional services they seek. Registered Suppliers may browse these requirements and submit Bids. Clients review and accept Bids at their own discretion. Entegri Connect facilitates this process.

1.2 Entegri Connect is not a party to any Engagement concluded between a Client and a Supplier following Bid acceptance. The Client and Supplier determine the scope, deliverables, fees, and terms of their Engagement independently and directly.

1.3 This Agreement governs the terms on which the Client accesses the Platform, posts Service Requirements, reviews and accepts Bids, and participates in Engagements.

1.4 The Platform is currently in a Beta Phase. The Client acknowledges the limitations associated with a platform in active development, as described in clause 4.

1.5 Entegri Connect and Entegri Enterprises (Pty) Ltd, registration number 2013/137202/07, are separate companies under common control, sharing a director. Entegri Connect operates the Platform only and does not itself provide professional services. Entegri Enterprises is a professional services firm and may register and bid on the Platform as a Supplier, on the same terms as any other Supplier. The Client decides which Bid, if any, to accept, and is under no obligation to accept a Bid from Entegri Enterprises. Where the Client accepts a Bid from Entegri Enterprises, the resulting Engagement is between the Client and Entegri Enterprises on the same basis as any other Engagement, and Entegri Connect is not a party to it. The safeguards that apply to that relationship are set out in the Related Company Terms published on the Platform, which form part of this Agreement.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement, the following terms have the meanings assigned to them:

“Agreement” means this Client Platform Participation Agreement, including the Schedule of Key Terms and all Annexures.

“Beta Phase” means the period during which the Platform is operated in a testing and development capacity, as notified by Entegri Connect from time to time.

“Bid” means a written proposal submitted by a Supplier through the Platform in response to the Client’s Service Requirement, setting out the Supplier’s proposed scope of services, fees, and delivery timeline.

“Business Day” means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.

“Client Access Fee” means the fee, if any, payable by the Client for access to the Platform. None is currently charged; see the Schedule of Key Terms and Annexure A.

“Confidential Information” means all non-public information relating to the Platform, Entegri Connect’s business, methodologies, other Clients, and Supplier information made available in connection with a Service Requirement or Engagement.

“Engagement” means any professional services agreement entered into between a Client and a Supplier following Bid acceptance through the Platform.

“Introduction” means the event triggered by the Client’s acceptance of a Supplier’s Bid through the Platform, at which point Entegri Connect facilitates direct contact between the Client and the Supplier.

“Platform” means the Entegri Connect digital marketplace platform, including all associated software, systems, and services operated by Entegri Connect.

“Platform Fee” means the fee charged to a Supplier under the Supplier Platform Participation Agreement, being ten percent (10%) of the agreed Engagement fee excluding VAT. Under the current interim payment model it is collected from the Supplier by invoice; if a payment or escrow provider is introduced later, it may instead be deducted from the Supplier’s settlement. No Platform Fee, commission, or equivalent charge is payable by the Client. This term is used in this Agreement only to describe the Supplier’s fee and the Client’s non-circumvention obligation in clause 12; it does not create any payment obligation on the Client.

“POPIA” means the Protection of Personal Information Act 4 of 2013, as amended.

“Service Requirement” means a description of professional services posted by the Client on the Platform, visible to all registered Suppliers and to Entegri Connect.

2.2 In this Agreement: headings are for convenience only; the singular includes the plural; references to legislation include amendments and replacements; and “including” is not limiting.

3. REGISTRATION AND PLATFORM ACCESS

3.1 Access to the Platform is conditional on the Client completing the Entegri Connect client registration process, providing accurate and complete information, and being approved by Entegri Connect in its sole and reasonable discretion.

3.2 The Client warrants that all registration information is true, accurate, complete, and not misleading, and undertakes to update such information within five (5) Business Days of any material change.

3.3 The Client is responsible for the security of its login credentials and shall immediately notify Entegri Connect of any unauthorised access or suspected breach.

3.4 Entegri Connect reserves the right to decline, suspend, or revoke Platform access at any time where the Client has breached this Agreement, provided false information, or where Entegri Connect reasonably believes that continued access poses a risk to the Platform, its users, or Entegri Connect’s reputation.

3.5 Where the Client is a natural person, the Client confirms it has full legal capacity to accept this Agreement. Where the Client is a company or other entity, the individual accepting this Agreement warrants that they are duly authorised to bind the Client.

4. BETA PHASE PROVISIONS

4.1 The Platform is currently in a Beta Phase. Entegri Connect is actively developing, testing, and refining its functionality, features, and user experience.

4.2 The Client acknowledges and accepts that during the Beta Phase:

4.2.1 Platform functionality may be incomplete, subject to change, or temporarily unavailable;

4.2.2 terms of participation may be revised by Entegri Connect on not less than thirty (30) days’ written notice;

4.2.3 the number and availability of Suppliers able to respond to Service Requirements cannot be guaranteed;

4.2.4 Entegri Connect may request the Client’s feedback on the Platform experience, and the Client agrees to engage reasonably with such requests.

4.3 Notwithstanding Beta Phase status, all provisions relating to confidentiality, POPIA, non-circumvention, and conduct remain in full force.

4.4 Entegri Connect will notify Clients in writing when the Platform transitions out of the Beta Phase. A Client that does not wish to continue under updated terms may terminate on thirty (30) days’ written notice following such notification. No Client Access Fee applies before or after this transition, since none is charged, at any time, under this Agreement.

5. CLIENT OBLIGATIONS

5.1 Accuracy and Authority

5.1.1 The Client warrants that all information provided in connection with registration, Service Requirements, and Engagements is accurate, complete, and not misleading.

5.1.2 The Client warrants that it has the necessary authority, rights, and legal capacity to post the relevant Service Requirement and to enter into and perform any resulting Engagement.

5.2 Conduct on the Platform

5.2.1 The Client shall conduct itself professionally and in good faith in all interactions with Suppliers and with Entegri Connect through the Platform.

5.2.2 The Client shall not post Service Requirements that are unlawful, misleading, or for purposes other than genuinely seeking the professional services described.

5.2.3 The Client shall not engage in any conduct that is unlawful, discriminatory, harassing, defamatory, or likely to damage the reputation of Entegri Connect, the Platform, or any Supplier.

5.3 Provision of Information

5.3.1 The Client shall provide Suppliers with complete, accurate, and timely information, documentation, and access reasonably required to perform an Engagement.

5.3.2 Where an Engagement requires the Client to provide real-time authentication, including one-time passwords (OTPs), the Client shall provide these promptly through the Platform’s communication module. See clause 8.

5.4 Engagement Responsibilities

5.4.1 The Client is solely responsible for reviewing and evaluating Bids and for selecting a Supplier suited to its requirements. Entegri Connect does not recommend, endorse, or vouch for any particular Supplier.

5.4.2 The Client shall agree the final scope, deliverables, timeline, and fees for each Engagement directly with the selected Supplier. Entegri Connect is not a party to any Engagement.

5.4.3 The Client is responsible for paying the agreed Engagement fee to the Supplier directly, in accordance with the terms agreed between the Client and the Supplier.

6. SERVICE REQUIREMENTS AND BID ACCEPTANCE

6.1 Posting Service Requirements

6.1.1 The Client may post Service Requirements describing the professional services it seeks, including scope, timeline, and any budget indication.

6.1.2 Service Requirements must be posted in good faith, with genuine intent to engage a Supplier if a suitable Bid is received.

6.1.3 The Client shall not post Service Requirements containing direct personal contact details, or requirements designed to circumvent the Bid process.

6.1.4 Entegri Connect reserves the right to remove or edit Service Requirement content that is inaccurate, misleading, unlawful, or inconsistent with the Platform Conduct Standards (Annexure B).

6.2 Bid Review and Acceptance

6.2.1 The Client may review all Bids submitted in response to its Service Requirement and may accept, decline, or request clarification on any Bid at its sole discretion.

6.2.2 Acceptance of a Bid through the Platform triggers an Introduction and creates a direct Engagement between the Client and the Supplier, on the terms set out in the accepted Bid or as subsequently agreed between the parties.

6.2.3 Entegri Connect does not guarantee that any Bid will be received in response to a Service Requirement, nor the quality, suitability, or availability of any Supplier who submits a Bid.

6.2.4 The Client acknowledges that Entegri Enterprises may submit a Bid on its Service Requirement as a Supplier, as described in clause 1.5.

7. FEES

7.1 No fee is charged to the Client. Entegri Connect charges the Client no Client Access Fee, Platform Fee, commission, listing fee, or any other charge, for registering on the Platform, posting Service Requirements, reviewing Bids, or entering into an Engagement. This is a permanent feature of the commercial model, not a Beta Phase concession.

7.2 The Client pays only the Engagement fee it agrees directly with the Supplier, on the payment terms agreed between them. Entegri Connect is not a party to that payment arrangement.

7.3 The Platform Fee referred to in the Supplier Platform Participation Agreement is a fee charged to the Supplier, calculated as ten percent (10%) of the agreed Engagement fee excluding VAT. Under the current interim payment model it is collected from the Supplier by invoice after the Supplier receives payment from the Client. If a payment or escrow provider is introduced later, it may instead be deducted from the Supplier’s settlement. It does not increase the amount the Client is required to pay, and the Client has no liability for it.

7.4 Entegri Connect does not intermediate Engagement payments. Save as the parties to a specific Engagement may separately agree in writing (for example, use of an escrow or payment-processing provider, once one is contracted, see clause 7.5), Entegri Connect does not receive, hold, or guarantee any Engagement payment between the Client and a Supplier.

7.5 Escrow and payment-processing fees. No payment or escrow provider is currently used for Engagement payments. If Entegri Connect introduces such a provider, the applicable terms, including whether its use is optional or required and how any provider fee is allocated, will be disclosed before the provider is used and this Agreement will be updated accordingly.

7.6 Entegri Connect will give the Client not less than sixty (60) days’ written notice before introducing any Client-facing fee in the future. No such fee currently exists, and this clause does not commit Entegri Connect to introducing one.

8. ENGAGEMENT CONDUCT AND INFORMATION REQUESTS

8.1 Platform Communications

8.1.1 All queries, Information Requests, progress updates, and communications relating to an Engagement shall be conducted through the Platform’s communication module. This ensures that all interactions are fully documented and traceable for both parties.

8.1.2 The Client shall respond to Supplier communications through the Platform within a reasonable time, and in any event within the timeframe reasonably required by the Engagement.

8.2 eFiling and Real-Time Authentication

8.2.1 Where an Engagement requires filing on the Client’s behalf through SARS eFiling or any other system requiring real-time authentication, including one-time passwords (OTPs) sent to the Client’s registered contact details or mobile number, it is the Client’s obligation to provide such OTPs or system access promptly and in real time through the Platform’s communication module.

8.2.2 Delays in providing OTPs or system access are treated as information delays for the purposes of the Supplier’s delivery obligation under the Supplier Platform Participation Agreement, and the Client accepts that such delays extend the Supplier’s delivery timeline accordingly and may result in additional fees for rework arising from the delay.

8.3 Information Requests

8.3.1 Where a Supplier lodges a formal Information Request through the Platform, the Client shall respond within five (5) Business Days of the date of the request.

8.3.2 Where the Client fails to provide the requested information or documentation within fifteen (15) Business Days of the date of the Information Request, the Supplier may formally terminate the Engagement without adverse consequence to the Supplier, and the Client remains liable to the Supplier for work properly performed and legitimately deliverable to the date of termination.

8.3.3 It is the Client’s responsibility to provide all information completely and timeously. Additional work arising from information the Client withheld, omitted, or provided incorrectly constitutes a new Engagement to be separately quoted and agreed with the Supplier, and is not covered by the original Engagement fee.

8.4 Rework

8.4.1 Revisions required as a result of incomplete, inaccurate, or subsequently changed information provided by the Client, or information the Client failed to disclose at the time of the original Engagement, do not constitute a Supplier error and are not covered by any rework obligation the Supplier may owe. Such revisions constitute a new Engagement.

8.5 Client Feedback and Profile Records

8.5.1 The Client may be invited to provide feedback on a Supplier’s performance following completion of an Engagement. Feedback shall be honest, factual, and provided in good faith.

8.5.2 Entegri Connect may display aggregated or individual feedback on a Supplier’s Profile, subject to the Platform Privacy Policy.

9. POPIA AND DATA PROTECTION

9.1 Both parties shall comply with POPIA and, where applicable, the GDPR, in connection with this Agreement.

9.2 Entegri Connect is the responsible party in respect of personal information collected from Clients and Suppliers during registration and use of the Platform. Entegri Connect’s processing is governed by the Platform Privacy Policy, available on the Platform.

9.3 Following an Introduction (Bid acceptance), the Client becomes an independent responsible party in respect of personal information of the Supplier received through the Platform, other than Platform Administration Data as defined in the Mutual Non-Disclosure and POPIA Agreement. Platform Administration Data is held and processed by the Client as an operator on Entegri Connect’s documented instructions under Part B of that Agreement. The Client shall process personal information for which it acts as an independent responsible party lawfully, only for the purposes of the Engagement, and with appropriate technical and organisational safeguards.

9.4 Where the Client provides personal information of its own data subjects (for example, employees or customers) to a Supplier for the purposes of an Engagement, the Client is the responsible party for that information and the Supplier processes it strictly on the Client’s documented instructions and in accordance with applicable law.

9.5 Workspace Documents. Where the Client uploads a document to an Engagement workspace on the Platform, Entegri Connect stores and makes that document available to the parties to the Engagement on their instructions, and acts as an operator in respect of its content, not as a responsible party. Part C of the Mutual Non-Disclosure and POPIA Agreement governs that processing.

9.6 File security. Files uploaded to the Platform are subject to file-type and size restrictions, and are transmitted to Scanii for malware scanning before being made available to other users, as described in the Platform Privacy Policy.

9.7 Where the GDPR applies. Where the Client is established in the European Economic Area or the United Kingdom, or the personal information involved originates there, Part C of the Mutual Non-Disclosure and POPIA Agreement is intended to satisfy Article 28(3) of the GDPR in respect of Workspace Documents, and the transfer provisions in clause 11 of the Platform Privacy Policy apply.

9.8 The Client acknowledges that Entegri Connect processes its personal and business information for the purposes of operating the Platform, administering this Agreement, and complying with applicable law, as described in the Platform Privacy Policy.

10. CONFIDENTIALITY

10.1 Each party shall keep the other’s Confidential Information secret and not disclose, copy, or use it except as strictly necessary for the performance of this Agreement or as required by law.

10.2 The following are Confidential Information of Entegri Connect and shall be treated with the highest sensitivity: the Platform’s technical architecture; Entegri Connect’s business model; the identities and details of other Clients and Suppliers on the Platform; and the content of any Service Requirements or Bids not posted publicly.

10.3 The Client shall not disclose the existence or terms of this Agreement to any third party without Entegri Connect’s prior written consent, except as required by law.

10.4 Confidentiality obligations survive termination of this Agreement indefinitely.

10.5 Nothing in this clause prevents disclosure of information that: is publicly available other than through a breach of this Agreement; was already known to the recipient; is independently developed without reference to the Confidential Information; or is required to be disclosed by law or regulatory authority.

10.6 This clause operates in parallel with, and not in substitution for, the Mutual Non-Disclosure and POPIA Agreement accepted by the Client on registration.

11. INTELLECTUAL PROPERTY

11.1 All intellectual property rights in the Platform vest exclusively in Entegri Connect.

11.2 The Client is granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purposes permitted under this Agreement.

11.3 The Client retains all intellectual property rights in materials, data, and information it uploads to the Platform, subject to a non-exclusive, royalty-free licence in favour of Entegri Connect to host, store, display and format that material for the purpose of operating the Platform.

11.4 Rights in Engagement Deliverables. Ownership of intellectual property in deliverables produced under an Engagement is a matter to be agreed directly between the Client and the Supplier. Entegri Connect makes no representation as to, and has no involvement in, that allocation.

11.5 The Client shall not copy, reverse-engineer, decompile, or create derivative works from the Platform or any Entegri Connect intellectual property.

12. NON-CIRCUMVENTION

12.1 The Client acknowledges that the Platform Fee, charged to the Supplier, is Entegri Connect’s commercial return for operating the Platform and facilitating Introductions, and that the integrity of that model depends on Engagements arising from an Introduction being conducted, or at least declared, through the Platform.

12.2 In respect of any Supplier whose Bid the Client has accepted through the Platform (an “Introduced Supplier”), the Client undertakes not to structure payments or engagement arrangements for the purpose of assisting an Introduced Supplier to avoid the Platform Fee properly payable by that Supplier under the Supplier Platform Participation Agreement.

12.3 The non-circumvention obligation in clause 12.2 is limited to Introduced Suppliers for a period of twenty-four (24) months following the Introduction, and does not restrict the Client from independently sourcing and contracting with suppliers not introduced through the Platform.

12.4 Non-Solicitation of Supplier Personnel. For twelve (12) months following an Introduction, the Client shall not directly solicit for employment any individual employed by, or contracted to, an Introduced Supplier and with whom the Client had material contact through the Engagement, without that Supplier’s prior written consent. This does not restrict general recruitment advertising not specifically targeted at such individuals.

12.5 The Client acknowledges that breach of clause 12.2 or 12.4 would cause Entegri Connect or the affected Supplier significant harm, and that the injured party is entitled to seek urgent injunctive relief in addition to any other remedy available in law.

12.6 Pre-Existing Relationships. Clauses 12.2 to 12.5 do not apply to any Supplier with whom the Client had a documented professional relationship predating that Supplier’s Introduction through the Platform, provided the Client notifies Entegri Connect of the pre-existing relationship within ten (10) Business Days of the Introduction.

12.7 Nothing in this clause imposes any payment obligation on the Client. The Platform Fee remains, in all circumstances, an obligation of the Supplier alone.

13. ENTEGRI CONNECT’S ROLE AND LIABILITY LIMITATION

13.1 Entegri Connect acts solely as an intermediary and platform operator in respect of Engagements between Clients and Suppliers. Entegri Connect does not endorse, guarantee, or warrant the quality, accuracy, or reliability of any services provided by Suppliers.

13.2 Entegri Connect is not a party to any Client-Supplier Engagement and accepts no liability in respect of: the quality or outcome of services delivered; any dispute between a Client and a Supplier; any failure by a Supplier to perform; or any loss suffered by the Client arising from a Supplier’s breach.

13.3 Entegri Connect uses reasonable endeavours to verify the professional standing and credentials of Suppliers before granting them access to bid on the Platform. This vetting process is designed to reduce risk and maintain Platform integrity. It does not constitute a guarantee of the quality, competence, or conduct of any Supplier.

13.4 No Professional Advice by Entegri Connect. Entegri Connect does not provide professional, legal, financial, tax, or accounting advice of any kind. All professional services are rendered by Suppliers in their own capacity. Entegri Connect provides no professional services and holds no professional indemnity insurance; it operates the marketplace only.

13.5 The Platform is provided on an “as is” and “as available” basis. Entegri Connect does not warrant that the Platform will be uninterrupted or error-free.

13.6 To the maximum extent permitted by applicable law, Entegri Connect’s total aggregate liability to the Client shall not exceed ZAR 25,000.

13.7 Entegri Connect shall not be liable for any indirect, consequential, special, or punitive loss, including loss of profit or loss of business opportunity.

13.8 Nothing in this clause limits liability that cannot lawfully be limited or excluded, including liability arising from fraud or from the provisions of the Consumer Protection Act 68 of 2008 where that Act applies to the Client. Where the Client is a natural person acting for purposes outside a trade, business, or profession, the Client’s statutory rights, including any applicable cooling-off right described in clause 18 of the Website Terms of Use, are unaffected by this Agreement.

14. TERM AND TERMINATION

14.1 This Agreement commences on the Effective Date and continues for the Initial Term, renewing automatically unless terminated in accordance with this clause.

14.2 Either party may terminate without cause on sixty (60) days’ written notice.

14.3 Entegri Connect may terminate with immediate effect if the Client: commits a material breach not remedied within ten (10) Business Days of notice; provides false information; becomes insolvent; or engages in conduct harmful to the Platform, Entegri Connect’s reputation, or any Supplier.

14.4 Termination of this Agreement does not affect any Engagement already concluded with a Supplier, and does not affect the Client’s obligation to pay the agreed Engagement fee to that Supplier.

14.5 Upon termination of this Agreement: Platform access is revoked and the Client’s account is closed.

14.6 Termination does not affect: any Engagement concluded prior to termination; the Client’s obligations under clause 12 in respect of Introduced Suppliers within the applicable periods; or obligations of confidentiality, which survive termination in accordance with their terms.

15. GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements relating to the subject matter hereof, save that the Mutual Non-Disclosure and POPIA Agreement and the Platform Privacy Policy continue in force in parallel.

15.2 Amendment. No amendment is valid unless in writing and signed by duly authorised representatives of both parties, save for revisions made by Entegri Connect on written notice in accordance with clauses 4.2.2, 4.4 and 7.6.

15.3 Notices. All notices must be in writing by email to the addresses in the Schedule. Email notices are deemed received on the next Business Day, absent a delivery failure notification.

15.4 Governing Law. This Agreement is governed by the laws of the Republic of South Africa.

15.5 Dispute Resolution. A dispute between the Client and Entegri Connect shall first be subject to good faith negotiation (15 Business Days), then mediation under AFSA rules, failing which arbitration under AFSA Commercial Arbitration Rules in Johannesburg before a single arbitrator. Urgent relief may be sought from a competent court. A dispute between the Client and a Supplier arising from an Engagement is between those parties and is not governed by this clause; it may be raised as a Platform Dispute under the Platform Dispute Resolution Policy for record and mediation-support purposes only, since Entegri Connect is not a party to the Engagement.

15.6 Relationship. The parties are independent contractors. Nothing herein creates a partnership, agency, employment, or joint venture relationship.

15.7 Severability. Invalid or unenforceable provisions shall be severed without affecting the remainder.

15.8 Waiver. Failure to exercise a right does not constitute a waiver.

15.9 Counterparts. This Agreement may be executed in counterparts. Electronic signatures are valid and binding.

ANNEXURE A: FEE SCHEDULE

Note: this Annexure records that the Client bears no fee to Entegri Connect under any circumstance, including during and after the Beta Phase. This is a permanent feature of the commercial model, distinct from and not a Beta-only concession.

ANNEXURE B: PLATFORM CONDUCT STANDARDS

The following standards apply to all Clients. Breach may result in account suspension or termination.

1. Service Requirement Integrity

• Service Requirements must accurately describe the services genuinely sought.
• Requirements must not be posted for research, price-testing, or any purpose other than a genuine intent to engage a Supplier.
• Budget indications, where given, should reflect a realistic and good-faith range.

2. Bid Review Standards

• Bids shall be reviewed and responded to in good faith and within a reasonable time.
• The Client shall not solicit free or discounted work under the guise of a Bid request without genuine intent to engage.
• The Client shall not request direct contact details from a Supplier prior to Bid acceptance in order to negotiate off-platform.

3. Supplier Interactions

• All communications with Suppliers through the Platform must be professional and in good faith.
• The Client shall respond to Supplier communications, including Information Requests, within the timeframes set out in clause 8.
• The Client shall not misrepresent facts material to an Engagement.

4. Payment Conduct

• The Client shall pay agreed Engagement fees to the Supplier in accordance with the terms agreed between them.
• The Client shall not use the Platform to solicit Bids with no genuine intention of paying for services rendered.
• The Client shall not attempt to renegotiate an accepted Bid’s fee after work has commenced, except by agreement with the Supplier.

5. Information Provision

• The Client shall provide complete, accurate, and timely information and documentation required for an Engagement.
• The Client shall provide OTPs and real-time authentication access promptly when required, per clause 8.2.
• The Client acknowledges that delays in providing information extend Supplier delivery timelines and may incur additional fees.

6. Prohibited Conduct

• Circumventing the Platform to avoid the Supplier’s Platform Fee obligation (see clause 12).
• Sharing login credentials or allowing unauthorised Platform access.
• Harassment, discrimination, or abusive conduct toward Suppliers or Entegri Connect personnel.
• Posting false, defamatory, or misleading feedback about a Supplier.