Supplier 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.

Supplier: The entity or individual identified by the account registered on this Platform (“the Supplier”).

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

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

Platform Fee (Supplier): Ten percent (10%) of the agreed Engagement fee, excluding VAT, payable by the Supplier as set out in clause 7. The Platform Fee applies during the Beta Phase and thereafter.

VAT: All fees are exclusive of VAT. VAT will be added only where Entegri Connect is registered and legally required to charge VAT.

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.

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

Notice, Supplier: 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 and earns fees for doing so.

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

1.3 This Agreement governs the terms on which the Supplier accesses the Platform, submits Bids, and participates in Engagements, including the fees payable to Entegri Connect and the obligations of the Supplier.

1.4 The Platform is currently in a Beta Phase. The Supplier 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, in competition with the Supplier, on the same terms as any other Supplier. 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 Supplier 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 the Supplier through the Platform in response to a 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” means a third party registered on the Platform who has posted a Service Requirement.

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

“Eligibility Engine” means the automated system described in clause 6.3 that determines which disciplines the Supplier may bid on.

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

“Information Request” means a formal request lodged by the Supplier through the Platform’s communication module specifying additional documentation or information required from the Client to complete an Engagement.

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

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

“Platform Fee” means ten percent (10%) of the agreed Engagement fee, excluding Value-Added Tax, payable by the Supplier in respect of each Engagement arising from an accepted Bid through the Platform, as set out in clause 7 and Annexure A. Under the current interim payment model the Platform Fee is collected by invoice; if a payment or escrow provider is introduced later, it may instead be deducted from the Supplier’s settlement.

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

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

“Subscription Fee” means the recurring fee payable by the Supplier for access to the Platform. None is currently charged, see the Schedule of Key Terms and Annexure A.

“TCS PIN” means a valid Tax Compliance Status confirmation issued by the South African Revenue Service confirming that the Supplier is in good standing with SARS, or such equivalent confirmation as SARS may issue from time to time.

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 Supplier completing the Entegri Connect supplier registration process, providing accurate and complete information, and being approved by Entegri Connect in its sole and reasonable discretion.

3.2 The Supplier warrants that all registration and Profile 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 Supplier 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 Supplier 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 Platform access is personal and non-transferable. Where the Supplier is a company or entity, access shall be limited to authorised individuals designated by the Supplier.

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 Supplier 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 volume and frequency of Service Requirements available for Bidding cannot be guaranteed;

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

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

4.4 Entegri Connect will notify Suppliers in writing when the Platform transitions out of the Beta Phase. A Supplier that does not wish to continue under materially updated terms introduced in connection with that transition may terminate in accordance with this Agreement. The transition out of the Beta Phase does not affect the Platform Fee, which applies during the Beta Phase and thereafter in accordance with clause 7.

5. SUPPLIER OBLIGATIONS

5.1 Professional Standards

5.1.1 The Supplier warrants that it holds all qualifications, registrations, licences, and professional memberships required to perform the services listed in its Profile and maintains these in good standing for the duration of this Agreement.

5.1.2 The Supplier shall notify Entegri Connect within five (5) Business Days of any change, suspension, cancellation, or sanction affecting its professional standing or ability to render services.

5.1.3 The Supplier shall comply with all applicable laws, professional codes of conduct, and regulatory requirements relevant to the services it provides, and shall maintain professional registration with an acceptable governing body where such registration is required or customary for the rendering of the professional services offered on the Platform.

5.1.4 Tax Compliance Status. A valid TCS PIN is a condition of and for continued access to the Platform. The Supplier shall maintain tax good standing with SARS for the duration of this Agreement and shall notify Entegri Connect within five (5) Business Days of any lapse, withdrawal, or material change to its TCS PIN. An expired or invalid TCS PIN may result in the suspension of the Supplier’s access to new Service Requirements until a valid TCS PIN is provided to Entegri Connect. For the avoidance of doubt, Entegri Connect has no right to withhold or delay any payment owed to the Supplier in respect of any Engagement on account of the Supplier’s TCS status, and a TCS lapse does not affect the Supplier’s right to payment for work already performed and accepted.

5.1.5 Professional indemnity insurance. The Supplier warrants that it holds professional indemnity insurance appropriate to the services it offers on the Platform, and maintains such cover for the duration of its registration. Entegri Connect holds no professional indemnity cover of its own, provides no professional services, and gives no warranty as to the quality of any Supplier’s work; see clause 13.

5.2 Conduct on the Platform

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

5.2.2 The Supplier shall not misrepresent its qualifications, experience, capabilities, or capacity to perform services.

5.2.3 The Supplier shall not submit Bids in bad faith, without genuine intent and capacity to deliver the proposed services.

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

5.3 Engagement Responsibilities

5.3.1 The Supplier is solely responsible for the quality, accuracy, completeness, and timeliness of services delivered to Clients under any Engagement.

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

5.3.3 The Supplier is solely responsible for compliance with all professional, regulatory, and legal obligations in respect of services rendered, including professional indemnity insurance and relevant governing body requirements.

5.3.4 Where required by applicable law or professional rules, the Supplier shall issue its own engagement letter to the Client prior to commencing services. Entegri Connect may make standard engagement letter templates available on the Platform for optional use.

6. BIDDING, PROFILE STANDARDS AND ELIGIBILITY

6.1 Profile

6.1.1 The Supplier’s Profile on the Platform is its primary means of presenting its services to Clients. The Supplier is responsible for the accuracy and completeness of all Profile content.

6.1.2 The Profile shall include, at minimum: full legal and trading name; description of services offered; applicable qualifications and professional registrations; service area; indicative fees or fee basis; and contact information.

6.1.3 Profile content shall not contain direct personal contact details (personal email, phone number, or website address) until an Introduction has occurred. This restriction protects the integrity of the Bid process and the Platform’s fee structure.

6.1.4 The Supplier grants Entegri Connect a non-exclusive, royalty-free licence to display and format Profile content on the Platform for the purpose of facilitating Introductions.

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

6.2 Bidding Process

6.2.1 The Supplier may browse all Service Requirements posted by Clients on the Platform and submit Bids in response to requirements for which it has the requisite skills, capacity, and eligibility under clause 6.3.

6.2.2 A Bid constitutes a formal proposal to provide services on the terms stated therein. Bids must be submitted in good faith, accurately reflect the Supplier’s capability and capacity, and comply with the Platform Conduct Standards (Annexure B).

6.2.3 Submission of a Bid does not create a binding obligation between the Supplier and the Client until the Client accepts the Bid through the Platform. The Client is under no obligation to accept any Bid.

6.2.4 A Bid, once submitted, may be withdrawn by the Supplier at any time prior to acceptance by the Client, provided no acceptance notification has been issued by the Platform.

6.2.5 The Supplier acknowledges that Entegri Enterprises may register as a Supplier and bid on the same Service Requirements as the Supplier, on the same terms. Entegri Connect will not disclose the Supplier’s Bids, pricing or Profile content to Entegri Enterprises. Entegri Enterprises’ participation does not constitute a breach of this Agreement and does not limit the Supplier’s right to bid on any Service Requirement.

6.3 Automated eligibility assessment

6.3.1 The Platform operates an Eligibility Engine that determines automatically which disciplines the Supplier may bid on, based on the credentials the Supplier has uploaded, the verification status of those credentials, and the requirements applicable to the relevant discipline and, where applicable, the Public Interest Score band of the Service Requirement. This is automated processing of the Supplier’s personal information and can result in the Supplier being unable to bid on a particular Service Requirement.

6.3.2 The rules applied by the Eligibility Engine are published on the Platform and are derived from the requirements of professional bodies and applicable legislation.

6.3.3 The Supplier may request in writing an explanation of any eligibility outcome, may request that a person rather than the system reconsiders it, and may make representations and submit further credentials in support of that review. A request is made to info@entegri.net.

6.3.4 An unresolved eligibility dispute is a Platform Dispute under the Platform Dispute Resolution Policy.

6.3.5 Verification confirms that a credential presented was checked against the issuing body’s records at the time of verification. It is not an assurance by Entegri Connect of the quality of any work the Supplier performs.

7. FEES AND PAYMENT

7.1 The Supplier’s fees to Entegri Connect are:

1. (a)Subscription Fee: none. Entegri Connect charges no Subscription Fee, joining fee, or listing fee to Suppliers, at any time. This is a permanent feature of the commercial model.
2. (b)Platform Fee: ten percent (10%) of the total agreed Engagement fee, excluding VAT, for each Engagement arising from an accepted Bid through the Platform. 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.

7.2 The Platform Fee is calculated on the agreed Engagement fee excluding VAT. Where the Supplier is a VAT vendor and the agreed fee is VAT-inclusive, the VAT portion is excluded from the base on which the Platform Fee is calculated, because that portion is due to SARS and was never the Supplier’s income.

7.3 Collection mechanism. Until a payment or escrow provider is contracted and introduced, the Platform Fee is collected by invoice: the Supplier shall notify Entegri Connect of each accepted Bid within five (5) Business Days of acceptance, including the agreed Engagement fee; Entegri Connect will issue an invoice for the Platform Fee following such notification; and the Supplier shall pay that invoice within fifteen (15) Business Days of the Supplier’s receipt of payment from the Client. If a payment or escrow provider is introduced later, this clause 7.3 will be updated before that payment model is used to reflect the applicable settlement mechanism, which may include deduction of the Platform Fee from the Supplier’s settlement. Suppliers will be notified in accordance with clause 4.4.

7.4 The Platform Fee rate applicable to an Engagement is the rate in force when the Bid is accepted, and does not change for that Engagement if the rate is later amended.

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 which party bears the provider’s fee, the basis on which that fee is calculated and how it appears on settlement records, will be disclosed before the provider is used and this Agreement will be updated accordingly.

7.6 Late payments under the invoice mechanism in clause 7.3 shall attract simple interest at the prime lending rate of the Standard Bank of South Africa Limited plus two percent (prime + 2%) per annum, calculated daily from the due date until payment.

7.7 All fees are exclusive of VAT. VAT will be charged at the prevailing rate only where Entegri Connect is registered and legally required to charge VAT.

7.8 Entegri Connect reserves the right to adjust the Platform Fee rate on not less than sixty (60) days’ written notice. An adjusted rate applies only to Bids accepted after the notice period, per clause 7.4.

7.9 Set-off and Engagement payments. Save for the Platform Fee deduction described in clause 7.3 once a payment or escrow provider is live, Entegri Connect has no right to set off, withhold, or deduct from any Engagement payment owed to the Supplier by a Client. Under the interim invoice mechanism, Engagement payments flow directly between Client and Supplier, and Entegri Connect does not intermediate or hold such payments; Entegri Connect’s right of set-off under that mechanism is limited exclusively to amounts the Supplier owes Entegri Connect by invoice under clause 7.3.

8. ASSIGNMENT CONDUCT AND INFORMATION REQUESTS

8.1 Professional Delivery

8.1.1 The Supplier delivers all services under each Engagement in its own professional name and capacity. All professional reports, financial statements, returns, correspondence, and deliverables are signed and issued by the Supplier in its own name using its own professional registration number.

8.1.2 Entegri Connect is not the contracting party, employer, or principal in respect of any Engagement. The Supplier does not act as agent for Entegri Connect in performing any Engagement.

8.2 Platform Communications

8.2.1 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.

8.2.2 The Supplier shall respond to Client communications through the Platform within two (2) Business Days of receipt following an Introduction, or such other period as agreed by both parties in writing.

8.3 eFiling and Real-Time Authentication

8.3.1 Where an Engagement requires filing on behalf of a Client 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.

8.3.2 Delays in providing OTPs or system access are treated as information delays for the purposes of clause 8.5. The Supplier’s delivery obligation is paused from the time the Supplier notifies the Client of the requirement through the Platform and resumes only on the date on which the Client provides the required access.

8.3.3 The Supplier bears no liability for SARS penalties, interest, administrative non-compliance charges, or any other consequence arising from the Client’s failure to provide timely OTPs or system access.

8.4 Turnaround Time

8.4.1 The Supplier’s delivery obligation under each Engagement commences on the date of confirmed receipt of complete and correct source documentation as specified in the accepted Bid or Engagement Agreement. The parties may record the date of confirmed receipt through the Platform’s communication module.

8.4.2 The delivery period is paused from the date on which the Supplier lodges an Information Request and resumes only on the date on which the Client provides the outstanding documentation or information. Time elapsed during the pause period does not count toward the agreed delivery timeline.

8.5 Information Requests

8.5.1 Where additional documentation or information is required to complete an Engagement, the Supplier shall lodge a formal Information Request through the Platform, specifying clearly what is required and the reason it is necessary for completion of the Engagement.

8.5.2 The Client has five (5) Business Days from the date of the Information Request to respond with the requested documentation or information. The Supplier’s delivery obligation is paused during this period.

8.5.3 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 through the Platform without any adverse quality finding, negative performance record, or financial penalty against the Supplier.

8.5.4 A termination under clause 8.5.3 is recorded on the Client’s platform profile as a failure to provide information. It does not constitute a failure by the Supplier to perform and shall not be used as a basis for any claim against the Supplier.

8.6 Payment on Information-Based Termination

8.6.1 Where an Engagement is terminated under clause 8.5.3, the Supplier is entitled to payment for all work properly performed and legitimately deliverable to the date of termination.

8.6.2 Any additional work arising from information the Client withheld or omitted, or any correction, extension, or re-performance of scope required as a result of the Client’s omission, constitutes a new Engagement to be separately quoted and agreed. The original Engagement fee does not cover such additional work.

8.6.3 It is at all times the Client’s responsibility to provide all information completely and timeously. The Supplier cannot be penalised for the Client’s failure to fulfil this obligation.

8.7 Rework

8.7.1 Where a deliverable contains a genuine error within the agreed scope that is directly attributable to the Supplier, the Supplier will re-perform the relevant portion at no additional charge within a reasonable timeframe agreed with the Client.

8.7.2 Revisions required as a result of incomplete, inaccurate, or subsequently changed Client information, or due to information the Client failed to disclose at the time of the original Engagement, do not constitute a Supplier error and are not subject to rework obligations. Such revisions constitute a new Engagement.

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 Suppliers and Clients 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 Supplier becomes an independent responsible party in respect of personal information of the Client 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 Supplier as an operator on Entegri Connect’s documented instructions under Part B of that Agreement. The Supplier shall, in respect of personal information for which it acts as an independent responsible party:

9.3.1 process such personal information lawfully and in accordance with POPIA;

9.3.2 implement appropriate technical and organisational measures to protect personal information;

9.3.3 not use personal information for any purpose other than the performance of the relevant Engagement and compliance with applicable law;

9.3.4 notify Entegri Connect and the affected Client within seventy-two (72) hours of becoming aware of any security compromise involving personal information received through the Platform.

9.4 Workspace Documents. Where the Supplier 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.

9.5 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.

9.6 Where the GDPR applies. Where a Client is established in the European Economic Area or the United Kingdom, or the personal information the Supplier receives 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.

9.7 The Supplier acknowledges that Entegri Connect processes its personal and business information for the purposes of operating the Platform, administering this Agreement, enforcing Entegri Connect’s rights, and complying with applicable law, as described in the Platform Privacy Policy.

9.8 Entegri Connect shares the Supplier’s Profile information with Clients to facilitate the Bidding process, as described in clause 5 of 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 fee structures and business model; the identities and details of other Suppliers and Clients on the Platform; and the content of any Service Requirements or Bids.

10.3 The Supplier 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 Supplier on registration.

11. INTELLECTUAL PROPERTY

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

11.2 The Supplier 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 Supplier retains all intellectual property rights in its work products, deliverables, templates, and methodologies produced for or used in Engagements. No rights in the Supplier’s intellectual property are transferred to Entegri Connect other than the display licence in clause 6.1.4. The Client acquires only the right to use the specific deliverable for its intended purpose; the Supplier’s underlying tools and proprietary methodologies remain the Supplier’s exclusive property.

11.4 The Supplier 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 Supplier acknowledges that the Platform Fee is Entegri Connect’s commercial return for operating the Platform and facilitating Introductions through the Bid acceptance process.

12.2 In respect of any Client whose Bid the Supplier has had accepted through the Platform (an “Introduced Client”), the Supplier undertakes to:

12.2.1 declare all Engagements with such Introduced Client to Entegri Connect and pay the Platform Fee in accordance with clause 7, regardless of the channel through which subsequent Engagements are concluded;

12.2.2 for a period of twenty-four (24) months following the Introduction, not enter into any Engagement with the Introduced Client through any channel other than the Platform without Entegri Connect’s prior written consent, unless the Platform Fee is paid in respect of that Engagement.

12.3 The non-circumvention obligation is limited to Introduced Clients and does not restrict the Supplier from independently sourcing and contracting with clients not introduced through the Platform.

12.4 The Supplier acknowledges that breach of this clause would cause Entegri Connect significant harm, and that Entegri Connect is entitled to seek urgent injunctive relief in addition to any other remedy available in law.

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 Suppliers and Clients. 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 Supplier-Client Engagement and accepts no liability in respect of: the quality or outcome of services delivered; any dispute between a Supplier and a Client; any failure by the Client to pay; or any loss suffered by the Supplier arising from a Client’s breach.

13.3 Entegri Connect uses reasonable endeavours to verify the identity and standing of Clients before granting access to the Platform. This vetting process is designed to reduce risk and maintain Platform integrity. While Entegri Connect endeavours to onboard only reputable Clients in order to promote the likelihood that Engagement payments will be honoured, this vetting does not constitute a guarantee of payment by any Client and does not transfer any payment risk from a Client to Entegri Connect.

13.4 No professional indemnity cover held by Entegri Connect. Entegri Connect provides no professional services and holds no professional indemnity insurance. It operates the marketplace only. The professional work, and the professional indemnity cover behind it, is the Supplier’s, per clause 5.1.5.

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 Supplier 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.

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 Supplier: commits a material breach not remedied within ten (10) Business Days of notice; provides false information; loses required professional registration; becomes insolvent; or engages in conduct harmful to the Platform or Entegri Connect’s reputation.

14.4 Supplier’s Right to Payment on Termination. Upon termination of this Agreement for any reason, the Supplier retains the right to payment from the Client for all work properly performed and accepted prior to the date of termination. Termination of this Agreement does not extinguish any Engagement that is in progress at the termination date, and does not affect the Supplier’s right to be paid by the Client for such work. A TCS lapse or other platform-level event is not a basis for withholding or delaying Engagement payment.

14.5 Upon termination of this Agreement: Platform access is revoked; all outstanding Platform Fees owed by the Supplier to Entegri Connect become immediately due and payable; and the Supplier’s Profile is removed from the Platform.

14.6 Termination does not affect: any Engagement concluded prior to termination; the Supplier’s right to payment under clause 14.4; outstanding Platform Fee obligations for Introduced Clients; or obligations of confidentiality and non-circumvention, 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 7.8.

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. Disputes 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.

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: SUBSCRIPTION AND PLATFORM FEE SCHEDULE

Note: the Platform Fee is triggered by Bid acceptance. It applies to all subsequent Engagements with the Introduced Client, regardless of channel, for 24 months (see clause 12). Notify Entegri Connect within 5 Business Days of each accepted Bid. Set-off is limited as described in clause 7.9.

ANNEXURE B: PLATFORM CONDUCT STANDARDS

The following standards apply to all Suppliers. Breach may result in Profile suspension, access revocation, or termination.

1. Profile Integrity

• All Profile information must be accurate, current, and not misleading.
• Qualifications and registrations listed must be verifiable and currently held.
• Profile images and branding must accurately represent the Supplier.

2. Bidding Standards

• Bids must reflect the Supplier’s genuine capability and current capacity to deliver.
• Suppliers shall not submit Bids without intent to perform if accepted.
• Suppliers shall not submit artificially low Bids to win work and then renegotiate fees post-acceptance.
• Bids must be submitted in professional language and contain sufficient detail for the Client to make an informed decision.

3. Client Interactions

• All communications with Clients through the Platform must be professional and in good faith.
• Suppliers shall respond to Client communications within two (2) Business Days post-Introduction.
• Suppliers shall not solicit direct contact details from Clients prior to Bid acceptance.

4. Fee Transparency

• Suppliers shall declare all Engagements arising from accepted Bids to Entegri Connect within five (5) Business Days.
• Suppliers shall not misrepresent Engagement fees to reduce the effective Platform Fee.

5. Professional Compliance

• Suppliers must maintain all required professional registrations and licences.
• Suppliers shall carry adequate professional indemnity insurance.
• Suppliers shall comply with all applicable legislation including POPIA, FICA, and sector-specific requirements.
• Suppliers shall maintain a valid TCS PIN for the duration of their Platform registration and notify Entegri Connect promptly of any change.

6. Prohibited Conduct

• Misrepresenting qualifications, experience, or capacity in a Profile or Bid.
• Circumventing the Platform Fee structure (see clause 12).
• Sharing login credentials or allowing unauthorised Platform access.
• Harassment, discrimination, or abusive conduct toward Clients or Entegri Connect personnel.