# Merchant Terms and Conditions

> Merchant Terms and Conditions

Source: https://hub.ozow.com/merchant-ts-cs/

V1.2026 - 1 April 2026
### PART 1: INTERPRETATION

#### 1.	DEFINITIONS

Unless clearly inconsistent with or otherwise indicated by the context, all capitalised terms used in this Agreement (including the Product Annexures and Schedules) shall have the meanings assigned to them in Schedule 1 (Definitions).

#### 2.	INTERPRETATION

**2.1	In this Agreement:** (a) headings are for convenience only and do not affect interpretation; (b) references to clauses and schedules are references to clauses of and schedules to this Agreement; (c) a person includes natural persons, corporate or unincorporated bodies (whether or not having separate legal personality) and their personal representatives, successors and permitted assigns; (d) writing or written includes email; (e) a statute or statutory provision includes that statute or provision as amended, extended, or re-enacted from time to time; and (f) the singular includes the plural and vice versa, and words denoting any gender include all genders.

##### 2.2	Conflicts

2.2.1	This Agreement comprises this Master Service Agreement, the Product Annexures, the Schedules, and the Order Form.

2.2.2	Where the terms of a Product Annexure conflict with the terms of this Master Service Agreement, the Product Annexure shall prevail to the extent of the inconsistency only, and solely in relation to the specific Service governed by that Product Annexure.

2.2.3	Where the terms of the Order Form conflict with this Master Service Agreement or any Product Annexure, the Order Form shall prevail to the extent of the inconsistency only, and solely in relation to pricing and fees.

### PART 2: CORE COMMERCIAL TERMS

#### 3.	PURPOSE, SERVICES AND APPOINTMENT

##### 3.1	Grant of Licence

3.1.1	Ozow grants to the Merchant a non-exclusive, non-transferable, revocable licence to use the Ozow Services for the purpose of making the Ozow Services available to its Customers as payment methods for purchasing goods or services from the Merchant, or for the Merchant to make payments to Customers, in each case in accordance with the terms and conditions of this Agreement and the applicable Product Annexures.

3.1.2	To the extent that the Customer is a legal person, the Merchant may sub-licence an Ozow Service to that entity in accordance with the terms and conditions of this Agreement.

##### 3.2	Appointment as TPPP and System Operator

3.2.1	Where the Merchant utilizes a Service that involves Aggregation (including but not limited to Services described in Annexures 1 to 8), the Merchant hereby appoints Ozow to act as the Merchant's agent solely for the purpose of:

3.2.1.1	accepting money from Customers on behalf of the Merchant;

3.2.1.2	holding such money in Ozow's bank account on behalf of the Merchant; and

3.2.1.3	settling such money to the Merchant's Nominated Account in accordance with the terms of this Agreement and the applicable Product Annexure.

3.2.2	The Merchant acknowledges that Ozow is registered as a TPPP with its Sponsor Bank and the Payment Association of South Africa (PASA), and as a System Operator with PASA, and that Ozow is authorized to aggregate funds and send or receive payment instructions on behalf of third parties in accordance with the National Payment System Act 78 of 1998.

3.2.3	The Merchant shall notify Ozow in writing prior to commencing or intending to act as a TPPP, and may only do so with Ozow's prior written approval.

##### 3.3	Use of Aggregated Funds

3.3.1	The Merchant agrees that Ozow may utilize any funds collected through Aggregation on behalf of the Merchant for the purposes of facilitating:

3.3.1.1	Payouts to Customers or third parties as instructed by the Merchant;

3.3.1.2	Refunds to Customers;

3.3.1.3	deduction of Processing Fees, chargebacks, fines, penalties, or other amounts owing by the Merchant to Ozow; and

3.3.1.4	any other aggregation-related Services offered by Ozow.

3.4	The Merchant acknowledges that the use of aggregated funds for these purposes is essential to the operation of the Services and is subject to the terms of this Agreement and Applicable Laws.

##### 3.5	Right of Set-Off

3.5.1	Ozow may, without prior notice, set off any amounts owed by the Merchant to Ozow (whether arising under this Agreement, in relation to chargebacks, Refunds, fines, penalties, or otherwise, or amounts owed by the Merchant to a Customer in terms of clause 14) against any aggregated funds held by Ozow on behalf of the Merchant, any funds payable by Ozow to the Merchant, or the Merchant's Float (if applicable).

3.5.2	This right of set-off extends to any claims or amounts that Ozow may have against the Merchant arising from Ozow's obligations to Technology Service Providers, Sponsor Banks, Card Schemes, or Regulators, and may be exercised at any time without prior notice if the amount owed is due and payable.

#### 4.	TERM AND TERMINATION

##### 4.1	Commencement and Duration

4.1.1	This Agreement commences on the Effective Date and continues indefinitely until terminated in accordance with its terms.

##### 4.2	Termination for Material Breach

4.2.1	If a party breaches any material provision of this Agreement and remains in breach for seven (7) days after written notice from the other party requiring rectification (or, if the breach cannot reasonably be remedied within seven (7) days, within such further reasonable period as may be necessary, provided that the breaching party furnishes evidence within seven (7) days that it has commenced remedying the breach), the aggrieved party shall be entitled, without prejudice to any other rights, to:

4.2.1.1	sue for immediate specific performance of any of the defaulting party's obligations under this Agreement, whether or not such obligation is then due for performance; or

4.2.1.2	cancel this Agreement by written notice to the defaulting party, such cancellation taking effect on the giving of that notice.

##### 4.3	Termination for Convenience

4.3.1	Either party may terminate this Agreement for any reason upon thirty (30) days' written notice to the other party.

##### 4.4	Immediate Termination Events

4.4.1	If the Merchant:

4.4.1.1	is placed into liquidation or sequestration (whether provisional or final);

4.4.1.2	commits any act or omission which, in the reasonable opinion of Ozow, is prejudicial to Ozow's interests;

4.4.1.3	engages in, or is suspected of engaging in, bribery, fraud, or otherwise corrupt or illegal actions or omissions;

4.4.1.4	commits an act of insolvency or steps are taken against it or by it to commence business rescue proceedings;

4.4.1.5	becomes a Prohibited Merchant, or

4.4.1.6	fails to rectify the cause of a Suspension to Ozow's reasonable satisfaction within the applicable Suspension Period,
then Ozow shall have the right, without prejudice to any other rights that it has in law, to:

4.4.1.7	claim specific performance of the other party's obligations under this Agreement whether or not they are due for performance; or

4.4.1.8	immediately terminate this Agreement,
and in both cases, be entitled to claim from the Merchant whatever direct damages or loss it has suffered, subject to the limitations set out in clause 9.

##### 4.5	Termination for Dormancy

4.5.1	Ozow may suspend or terminate this Agreement immediately upon written notice to the Merchant if the Merchant has not processed any Transactions or the Merchant's account has been dormant for a continuous period of nine (9) months.

##### 4.6	Effect of Termination

4.6.1	Upon termination of this Agreement for any reason:

4.6.1.1	the Merchant shall immediately cease using all Services and remove any references to or use of Ozow's trademarks, logos, or branding from the Merchant's website, applications, and all promotional materials;

4.6.1.2	Ozow's obligation to provide Services shall terminate immediately, subject to Ozow's obligations to process any pending Transactions and pay any funds held on behalf of the Merchant;

4.6.1.3	the Merchant shall remain liable to pay all Processing Fees and other amounts payable to Ozow up to and including the date of termination;

4.6.1.4	each party shall return or destroy the other party's Confidential Information in accordance with this Agreement;

4.6.1.5	the provisions of this Agreement which by their nature are intended to survive termination (including but not limited to clauses 9, 10, 19, 20, 21, 22, 23, 24, and 25) shall continue in full force and effect.

4.7	For the avoidance of doubt, termination, cancellation or cessation of any Service, Order Form or Product Annexure shall not, by itself, result in the termination of this MSA or any other Service, Order Form or Product Annexure, which will remain of full force and effect until terminated in terms of this MSA or the Order Form or Product Annexure itself.

#### 5.	SUSPENSION

##### 5.1	Right to Suspend

5.1.1	Notwithstanding anything to the contrary in this Agreement, Ozow reserves the right to effect Suspension with immediate effect if the Merchant:

5.1.1.1	fails to make timely payment in full of any invoice issued by Ozow within the due date of such invoice;

5.1.1.2	engages in, or is suspected of engaging in, bribery, fraud, or otherwise corrupt or illegal actions or omissions;

5.1.1.3	conducts itself in a manner that is or could be prejudicial to Ozow, Ozow's Sponsor Banks, Technology Service Providers, or Payment Participants;

5.1.1.4	breaches any Payment Scheme Rules, Card Scheme Rules, or other rules imposed by Payment Participants;

5.1.1.5	fails to implement or comply with risk mitigation measures communicated by Ozow in accordance with clause 13;

5.1.1.6	submits data that Ozow reasonably believes corrupts or jeopardizes Ozow's systems or the systems of Technology Service Providers;

5.1.1.7	is required or requested to be suspended by a Sponsor Bank, Payment Participant, Card Scheme, Regulator, or Technology Service Provider;

5.1.1.8	exceeds chargeback thresholds or refund thresholds as specified in the applicable Product Annexure;

5.1.1.9	engages in conduct that threatens or may threaten Ozow's relationships with Technology Service Providers, Sponsor Banks, or Payment Participants;

5.1.1.10	otherwise acts in a manner that exposes Ozow to increased risk of loss, liability, fines, or reputational damage;

5.1.1.11	technical issues relating to the Merchant's integration with Ozow's systems, or the operation of any Service, pose security or operational risks to Ozow, its systems, Technology Service Providers, Sponsor Banks, or Payment Participants; or

5.1.1.12	Ozow determines, in its reasonable discretion, that the continued provision of any Service, product, or any portion thereof is or may be prohibited, restricted, or materially affected by Applicable Laws or any changes thereto.

##### 5.2	Scope of Suspension

5.2.1	Ozow may, in its sole and reasonable discretion, suspend:

5.2.1.1	one or more specific Services (without suspending the Merchant's access to other Services); or

5.2.1.2	the Merchant's access to all Services,
depending on the nature and severity of the circumstances giving rise to the Suspension.

##### 5.3	Suspension Period and Rectification

5.3.1	Suspension shall continue for a period of fourteen (14) days or such other reasonable period as agreed between the parties (the Suspension Period), during which the Merchant shall be afforded the opportunity to rectify the breach or circumstance that gave rise to the Suspension.

5.3.2	If the Merchant remedies the cause of the Suspension during the Suspension Period to Ozow's reasonable satisfaction, the Suspension shall be lifted immediately or as soon as practicable thereafter, and the Merchant shall be re-activated.

5.3.3	If the Merchant remains in breach or the circumstances giving rise to the Suspension persist after the Suspension Period, Ozow reserves the right to terminate this Agreement with immediate effect in accordance with clause 4.4.

#### 6.	PROCESSING FEES AND PRICING

##### 6.1	Payment of Processing Fees

6.1.1	The Merchant shall pay to Ozow the Processing Fees for the Services as set out in the Order Form or, where no pricing is specified in the Order Form for a particular Service, as published on Ozow's website at [www.ozow.com](http://www.ozow.com).

6.1.2	The Merchant shall have access to Ozow's technical support as set out in the service level agreement attached as Schedule 4.

##### 6.2	Pricing Hierarchy

6.2.1	The Processing Fees payable by the Merchant shall be determined in accordance with the following hierarchy:

6.2.1.1	Legacy Merchants: Merchants who entered into agreements with Ozow prior to receiving notification of this Agreement in accordance with clause 17 shall be subject to the transitional provisions set out in clause 17.

6.2.1.2	Order Form Pricing: Where the Merchant has executed an Order Form or new addendum, the pricing set out in such document shall apply to the Services specified therein.

6.2.1.3	Standard Website Pricing: Where:

6.2.1.3.1	the Merchant is not a Legacy Merchant and has not executed an Order Form or addendum; or

6.2.1.3.2	a new Service is activated that is not covered by the Merchant's existing Order Form or legacy agreement,
the pricing for such Service shall be the standard pricing published on Ozow's website at [www.ozow.com](http://www.ozow.com), as updated by Ozow from time to time.

##### 6.3	Invoicing and Payment

6.3.1	Invoicing shall commence on the first day of the month following Activation of the relevant Ozow Service.

6.3.2	All prices in this Agreement are exclusive of VAT. VAT shall be automatically added to each invoice at the applicable rate.

6.3.3	The Merchant is responsible for timely payment in full within eighteen (18) days of receipt of the invoice issued by Ozow.

6.3.4	Payment shall be made in South African Rand to Ozow's nominated bank account as specified in the invoice or as otherwise notified by Ozow to the Merchant from time to time.

##### 6.4	Fee Increases

6.4.1	Ozow reserves the right to increase Processing Fees for any Product:

6.4.1.1	on written notice to the Merchant, in the event of any industry pricing changes or changes implemented by Sponsor Banks, Payment Participants, or Technology Service Providers; or

6.4.1.2	for any other reason, by giving the Merchant fourteen (14) days' written notice.

6.4.2	Where Ozow increases the standard pricing published on its website at [www.ozow.com](http://www.ozow.com), such increases shall take effect automatically for Merchants whose pricing is determined in accordance with clause 6.2.1.3.

##### 6.5	Debit Order

6.5.1	If required by Ozow, the Merchant shall pay by debit order and shall complete and maintain Ozow's debit order mandate, authorizing Ozow (or its agent) to debit the Merchant's Nominated Account for all amounts due.

6.5.2	If a debit is rejected, Ozow may re-present it and recover any related bank charges or administrative charges from the Merchant.

##### 6.6	Late Payment Interest

6.6.1	Any amount not paid in full on the due date by the Merchant shall accrue interest from the due date until actual payment at a rate equal to the prime rate of Ozow's principal bankers plus two percent (2%) per annum, calculated daily and compounded monthly.

##### 6.7	Pass-Through Fees

6.7.1	In addition to the Processing Fees, the Merchant shall be liable for all fees, charges, and costs imposed on Ozow by Sponsor Banks, Payment Participants, or Technology Service Providers in connection with the processing, routing, or settlement of Transactions, including (without limitation) per-transaction fees levied for the settlement of funds directly to the Merchant's Nominated Account ("Pass-Through Fees").

6.7.2	Ozow shall notify the Merchant in writing of any applicable Pass-Through Fees and any changes thereto. Such notification may be provided by way of updated pricing schedules, invoice line items, or other written communication.

#### 7.	SETTLEMENT FRAMEWORK

##### 7.1	Settlement Obligations

7.1.1	Ozow shall use reasonable endeavours to facilitate the settlement of Transactions to the Merchant's Nominated Account or the Customer's account (as applicable) in accordance with the settlement timelines specified in the applicable Product Annexure.

7.1.2	The Merchant acknowledges and agrees that settlement timelines vary depending on:

7.1.2.1	the specific Service and payment rail utilized (including real-time rails, batch processing, Card Scheme settlement cycles, or crypto settlement mechanisms);

7.1.2.2	the processes and timelines imposed by Payment Participants; and

7.1.2.3	factors outside Ozow's control, including (without limitation) bank processing times, public holidays, system outages, and delays caused by Payment Participants.

7.1.3	Ozow may, in its sole discretion, settle Transaction proceeds to the Merchant's Nominated Account either: (a) as the full Transaction amount, without deduction of any fees or other amounts owed by the Merchant to Ozow; or (b) after first deducting all applicable amounts, as determined by Ozow from time to time. Where Ozow elects to settle after deduction, Ozow shall be entitled to deduct all applicable Processing Fees, chargebacks, fines, penalties, Refund amounts, and any other amounts owing by the Merchant to Ozow prior to settlement to the Merchant's Nominated Account.

##### 7.2	Float Requirements

7.2.1	Where required by Ozow for specific Services (including Services involving Payouts, Refunds, chargebacks, or reversals), the Merchant shall maintain a Float in an amount determined by Ozow from time to time and notified to the Merchant.

7.2.2	Ozow may require the Merchant to top up the Float if the Float balance is insufficient to cover anticipated or actual usage of the Float.

7.2.3	The Merchant may top up their Float in any manner accepted and notified by Ozow from time to time.

7.2.4	If the Merchant fails to maintain a sufficient Float, Ozow may:

7.2.4.1	not process the relevant Transaction;

7.2.4.2	suspend the applicable Services in accordance with clause 5; or

7.2.4.3	set off amounts owed against future settlements or aggregated funds held on behalf of the Merchant in accordance with this MSA.

7.2.5	Ozow shall not utilise the Float for any purpose other than the purposes set out in this Agreement without the Merchant's prior written consent.

7.2.6	Ozow shall account to the Merchant for all uses of the Float and shall provide the Merchant with access to Float balance information via the Merchant's reporting dashboard or upon reasonable request.

##### 7.3	Refund Processing

7.3.1	Where a Service provides refund functionality and subject to there being sufficient funds in the Merchant's Float or aggregated balance held by Ozow, Ozow shall process Refunds as instructed by the Merchant.

7.3.2	Where the Merchant does not maintain a Float or where the applicable Service does not utilise a Float model, Ozow shall communicate the applicable refund process to the Merchant, which may include (without limitation):

7.3.2.1	for Pay by Bank and PayShap Services: reversal through the applicable payment rail, subject to the rules and timelines of the relevant Sponsor Bank;

7.3.2.2	for Card Services: reversal through the Card Scheme in accordance with Card Scheme Rules; or

7.3.2.3	for other Services: such refund mechanism as may be specified in the applicable Product Annexure or as otherwise agreed between the parties.

#### 8.	OZOW'S ROLE AND THIRD PARTY DEPENDENCIES

##### 8.1	Limitation of Ozow's Role

8.1.1	The Merchant acknowledges and agrees that Ozow's core function is to facilitate payment instructions issued by or to Customers for goods or services, and that the actual settlement of funds is the responsibility of:

8.1.1.1	the relevant banks and Payment Participants;

8.1.1.2	Card Schemes (in relation to Card Transactions);

8.1.1.3	Digital Wallet Providers (in relation to Digital Wallet transactions);

8.1.1.4	Crypto Wallet providers and blockchain networks (in relation to any Crypto Payment Service); and

8.1.1.5	other Technology Service Providers and payment rails as applicable to the specific Service.

##### 8.2	Exclusions from Ozow's Liability

8.2.1	Ozow shall not be responsible for, and the Merchant hereby releases Ozow from any liability in connection with:

8.2.1.1	any actions or inactions of the Merchant that result in a loss of or disruption to any Service;

8.2.1.2	any events, outages, failures, or disruptions affecting the Services that are outside of Ozow's authority, control, or responsibility, including failures of Payment Participants, Technology Service Providers, Sponsor Banks, Card Schemes, Digital Wallet Providers, crypto infrastructure, or payment rails, internet or telecommunications failures, or changes to Payment Scheme Rules or regulatory requirements imposed by third parties, and without limitation to the Force Majeure provisions in clause 24;

8.2.1.3	any delays in the settlement of Transaction funds, howsoever arising; and

8.2.1.4	non-settlement of Transaction funds, howsoever arising.

##### 8.3	Technology Service Provider Dependencies

8.3.1	The Merchant acknowledges and agrees that:

8.3.1.1	the Services are dependent upon technology, infrastructure, and services provided by Technology Service Providers;

8.3.1.2	Ozow does not own, control, or guarantee the performance, availability, or reliability of Technology Service Providers;

8.3.1.3	Ozow may be required to suspend or terminate specific Services if a Technology Service Provider terminates its relationship with Ozow, experiences service disruptions, or changes its terms in a manner that materially affects Ozow's ability to provide the Services; and

8.3.1.4	the Merchant shall have no claim against Ozow arising from any suspension or termination caused by the actions or failures of Technology Service Providers, except where such suspension or termination results from Ozow's breach of this Agreement.

8.3.2	Fraudulent Instructions. The Merchant acknowledges that any party responsible for a fraudulent, unauthorized, or incorrectly issued payment instruction shall bear the risk and liability associated with such instruction. Ozow shall not be liable for any losses resulting from fraudulent, unauthorized, or incorrectly issued payment instructions unless caused by Ozow's gross negligence or wilful misconduct. The Merchant is responsible for implementing appropriate security measures and controls to safeguard against unauthorized or fraudulent payment instructions.

8.3.3	No Warranty as to Third Parties. Ozow makes no warranty or representation as to: (a) the identity, authority, creditworthiness, or legitimacy of any Customer; (b) the genuineness or validity of any Card, Digital Wallet, bank account, or payment instrument used by a Customer; (c) the performance, availability, or compliance of Technology Service Providers; (d) the outcome of any Transaction, including whether settlement will occur or whether a Transaction will be subject to reversal, Chargeback, or dispute; or (e) the terms, performance, or availability of any Technology Service Provider's systems or software. Technology Service Providers expressly disclaim all liability to the Merchant for any damages of any nature whatsoever arising from or in connection with the use of or inability to use the Services or any component provided by a Technology Service Provider.

#### 9.	LIABILITY AND LIMITATION OF LIABILITY

##### 9.1	Liability for Negligence

9.1.1	Each party's liability for direct damages arising as a result of its own negligence or the acts or omissions of its employees, agents, or representatives in the performance of their duties shall be subject to the limitations set out in this clause 9.

##### 9.2	Exclusion of Indirect and Consequential Damages

9.2.1	Neither party shall be liable to the other party for any loss of profit or revenue, indirect, special, or consequential loss or damages of whatever kind, whether arising in contract, delict, or otherwise, suffered by the other party in connection with or arising out of this Agreement, unless stated otherwise in this Agreement.

##### 9.3	Liability Cap

9.3.1	Ozow's aggregate liability in respect of all claims relating to this Agreement (whether arising in contract, delict, or otherwise) shall not exceed the Processing Fees paid by the Merchant to Ozow in the twelve (12) month period immediately preceding the date on which the claim arose.

##### 9.4	Exclusions from Liability Cap

9.4.1	The limitations and exclusions set out in this clause 9 shall not apply to limit or exclude either party's liability for:

9.4.1.1	death or personal injury caused by that party's negligence;

9.4.1.2	fraud or fraudulent misrepresentation;

9.4.1.3	wilful misconduct; or

9.4.1.4	any matter for which it would be unlawful to exclude or limit liability.

#### 10.	INDEMNIFICATION

##### 10.1	Merchant Indemnity

10.1.1	The Merchant indemnifies and holds harmless Ozow, its Affiliates, and Personnel against all losses, damages, liabilities, claims, costs, and expenses (including legal fees on an attorney and own client scale), without limitation, arising directly or indirectly out of or in connection with:

10.1.1.1	any breach by the Merchant of its obligations under this Agreement or any Product Annexure;

10.1.1.2	any fraudulent, negligent, wilful, or malicious act or omission by the Merchant or its Personnel;

10.1.1.3	the Merchant's non-compliance with Applicable Laws, Payment Scheme Rules, Card Scheme Rules, or requirements imposed by Regulators, Sponsor Banks, Card Schemes, or Payment Participants, including all resultant fines, penalties, and sanctions;

10.1.1.4	any breach of the confidentiality or data protection obligations under this Agreement, including claims by Data Subjects, Regulators, or third parties arising from the Merchant's Processing of Personal Information or unauthorized disclosure of Confidential Information;

10.1.1.5	the Merchant's failure to notify Ozow of its intention to act as a TPPP in accordance with clause 3.2.3;

10.1.1.6	any breach by the Merchant that triggers Ozow's obligations to indemnify any Technology Service Provider, Sponsor Bank, Card Scheme, or Payment Participant under Ozow's agreements with such parties; or

10.1.1.7	any third-party claim (including from Customers, Technology Service Providers, Sponsor Banks, Card Schemes, Payment Participants, or Regulators) arising from the Merchant's use of the Services or any Confirmed Fraud and Wrong Doing on the Merchant's part.

##### 10.2	Chargeback and Card-Specific Indemnity

10.2.1	In relation to Card Services, the Merchant additionally indemnifies Ozow against all liability, losses, and costs (including legal fees on an attorney and own client scale) arising from:

10.2.1.1	any Chargeback that may be initiated by a Cardholder, whether before or after a Refund has been issued for the relevant Card Transaction;

10.2.1.2	any breach of Card Scheme Rules, PCI DSS requirements, or other obligations specific to Card Services.

10.2.2	Ozow may immediately recover the full amount of any Chargeback, together with any associated costs, fees, expenses, liabilities, or fines, from the Merchant's Float, rolling reserve, or aggregated funds held by Ozow on behalf of the Merchant, or by direct invoice to the Merchant, at Ozow's election. The Merchant shall bear all costs Ozow incurs in collecting outstanding Chargeback-related amounts, including legal fees on an attorney and own client scale.

##### 10.3	Survival of Indemnities

10.3.1	The indemnification obligations set out in this clause 10 shall survive the termination or expiration of this Agreement for any reason and shall continue in full force and effect in respect of any claims, liabilities, or damages arising from acts or omissions occurring during the term of this Agreement.

##### 10.4	Defence and Settlement

10.4.1	Where Ozow is entitled to be indemnified under this clause:

10.4.1.1	the Merchant shall, at Ozow's election, assume the defence of any claim at its own cost, using legal counsel reasonably acceptable to Ozow;

10.4.1.2	Ozow may participate in the defence at its own expense;

10.4.1.3	the Merchant shall not settle any claim without Ozow's prior written consent (not to be unreasonably withheld); and

10.4.1.4	Ozow may, at its sole discretion, assume control of the defence and settlement of any claim, in which case the Merchant shall provide all reasonable cooperation at its own cost.

#### 11.	WARRANTIES AND UNDERTAKINGS

##### 11.1	Mutual Warranties

11.1.1	Each party warrants and represents to the other party that:

11.1.1.1	it is duly incorporated, organized, and validly existing under the laws of its jurisdiction of incorporation;

11.1.1.2	it has full power, authority, and capacity to enter into and perform its obligations under this Agreement;

11.1.1.3	the execution, delivery, and performance of this Agreement does not and will not violate any Applicable Law, court order, or contractual obligation binding on it;

11.1.1.4	this Agreement constitutes legal, valid, and binding obligations on it, enforceable in accordance with its terms;

11.1.1.5	the person signing this Agreement on its behalf is duly authorized to do so; and

11.1.1.6	it shall comply fully with all Applicable Laws (including Anti-Corruption Laws and Data Protection Laws) that may be applicable to its operations under this Agreement.

##### 11.2	Ozow's Warranties

11.2.1	Ozow warrants to the Merchant that:

11.2.1.1	it shall not engage in any conduct that brings or is likely to bring the reputation of the Merchant into disrepute;

11.2.1.2	it shall provide the Services with reasonable care and skill; and

11.2.1.3	the performance of the Services shall not infringe or violate any intellectual property rights or other rights of any third party, except to the extent such infringement arises from the Merchant's specifications, instructions, or use of the Services in a manner not contemplated by this Agreement.

11.2.2	Except as expressly set out in this Agreement, Ozow hereby excludes and disclaims all warranties, whether express or implied, statutory or otherwise, including (without limitation):

11.2.2.1	any implied warranty of merchantability, fitness for a particular purpose, or non-infringement;

11.2.2.2	any warranty that the Services will be uninterrupted, error-free, or free from defects, bugs, or vulnerabilities;

11.2.2.3	any warranty as to the performance, availability, or reliability of Technology Service Providers, Payment Participants, Sponsor Banks, Card Schemes, Digital Wallet Providers, or other third parties; and

11.2.2.4	any warranty as to the identity, authenticity, or authority of Customers.

11.3	The Services are provided "as is" and "as available," and the Merchant's use of the Services is at the Merchant's own risk.

##### 11.4	Merchant's Obligations, Warranties, and Undertakings

11.4.1	The Merchant warrants that:

11.4.1.1	it shall not engage in any conduct that brings or is likely to bring the reputation of Ozow, its Sponsor Banks, Technology Service Providers, or Payment Participants into disrepute;

11.4.1.2	it is properly qualified, experienced, and licensed (where applicable) to carry on its business and has obtained and shall maintain all regulatory and other approvals necessary to perform its obligations under this Agreement in good faith, with due diligence and skill;

11.4.1.3	all information provided by it to Ozow in connection with this Agreement (including information provided during the KYC process and ongoing operation of the Services) is and shall remain true, correct, complete, and not misleading in all respects;

11.4.1.4	it shall receive funds only in its South African resident bank account as the Nominated Account, and shall not utilize any non-resident bank account for purposes of receiving settlement under this Agreement unless it has obtained all requisite legal and regulatory approvals, complied with all foreign exchange control requirements, and obtained advice from its authorized dealer (where applicable);

11.4.1.5	where a non-resident bank account is involved in any way in relation to this Agreement, the Merchant has complied with Applicable Laws and has obtained the relevant approvals, which approvals the Merchant shall furnish to Ozow upon request;

11.4.1.6	it shall respond to any queries from Ozow with respect to potential fraudulent Transactions within forty-eight (48) hours of receiving such query;

11.4.1.7	it shall, as soon as reasonably practicable and at no cost to Ozow, provide to Ozow (in writing if so requested) all such information and reports as Ozow may reasonably require in connection with this Agreement; and

11.4.1.8	it shall not take any action (or omit to take any action) which may directly or indirectly cause Ozow or any Technology Service Provider to infringe or misappropriate the intellectual property of any third party.

##### 11.5	Merchant's Undertakings

11.5.1	The Merchant undertakes in favour of Ozow that it shall:

11.5.1.1	ensure that access to the Services, including any API keys, integration credentials, or login credentials, is strictly limited to the Merchant's business as the approved Merchant, and that such credentials are not shared with or used by any third party, nor may Transactions be redirected or processed on behalf of another entity unless expressly authorized in writing by Ozow;

11.5.1.2	at its own cost, establish and maintain the infrastructure, systems, and resources necessary to enable it to utilize the Services and fulfil its obligations under this Agreement;

11.5.1.3	report any technical incidents, system failures, security breaches, or suspected fraud to Ozow as soon as it detects same, and in any event no later than forty-eight (48) hours after detection;

11.5.1.4	immediately notify Ozow in writing of any actual or suspected fraudulent activity, security concerns, or irregularities of any nature relating to any portion of the Ozow Service or any Transaction, including any circumstances which may reasonably give rise to such concerns;

11.5.1.5	promptly inform Ozow in writing of any changes to its business operations, company details, industry classification, licensing and licensing status, products, services, practices, ownership, or circumstances which may reasonably affect the risks associated with this Agreement, and in any event within thirty (30) days of such change occurring;

11.5.1.6	conduct frequent Transaction reconciliations to ensure the accuracy of all Transactions as well as the data related to the receipt of funds from Transactions, and ensure that all funds from processed Transactions are actually received by it;

11.5.1.7	promptly report to Ozow any discrepancies identified in reconciliation statements, including issues with receipt of funds from Transactions;

11.5.1.8	comply with the integration documentation, guidelines, API documentation, and operational procedures provided by Ozow or its Sponsor Banks and Technology Service Providers, and ensure proper implementation of the Services throughout their use; and

11.5.1.9	it shall not use the Services, or permit any associated entity or third party to use the Services, in violation of any applicable export control laws or regulations, including (without limitation) the export control laws and regulations of the United States of America; it shall not use, export, re-export, divert, transfer, or disclose the Services or any component thereof to any destination, person, or entity that is prohibited under applicable export control laws, including persons or entities on the US Office of Foreign Assets Control Specially Designated Nationals list or any equivalent sanctions list maintained by a competent authority; and it shall not use the Services for any prohibited end-use, including any activity related to the proliferation of weapons of mass destruction.

11.5.2	The Merchant shall not use, or permit any third party (including any Customer) to use, the Services for any unlawful, illegal, or prohibited purpose, including (without limitation):

11.5.2.1	any activity that violates Applicable Laws, including money laundering, terrorist financing, or the financing of proliferation of weapons of mass destruction;

11.5.2.2	the sale, distribution, or promotion of controlled substances, illegal drugs, or drug paraphernalia;

11.5.2.3	the sale, distribution, or promotion of illegal firearms, weapons, or explosives;

11.5.2.4	the sale, distribution, or promotion of child sexual abuse material or any form of child exploitation;

11.5.2.5	operating a business without the requisite licences, registrations, or regulatory approvals required by Applicable Laws;

11.5.2.6	processing Transactions that violate the terms, policies, or rules of Technology Service Providers, Sponsor Banks, Payment Participants, or Card Schemes; or

11.5.2.7	processing cryptocurrency transactions that violate the terms or policies of Third-Party Wallet Providers.

#### 12.	ANTI-CORRUPTION

##### 12.1	Anti-Corruption Obligations

12.1.1	For the duration of this Agreement, the Merchant agrees and undertakes:

12.1.1.1	not to engage in any unlawful trade practices or any other practices that are in violation of Anti-Corruption Laws in connection with any actions or activities associated with this Agreement or the relationship between the parties;

12.1.1.2	not to receive any payment for its benefit, directly or indirectly, from any third party, or pay, offer, promise to pay, or authorize the payment, directly or indirectly, of any monies or anything of value to:

12.1.1.2.1	any person employed by or acting for or on behalf of any third party, private or governmental; or

12.1.1.2.2	any government official or employee, or any political party or candidate for political office,
for the purpose of inducing or rewarding any favourable action by the third party in any commercial transaction or governmental matter.

12.1.2	The Merchant shall promptly provide evidence upon request from Ozow of the steps taken by it to avoid corrupt activities, including the establishment of policies, practices, and business controls with respect to Anti-Corruption Laws.

#### 13.	RISK MITIGATION

##### 13.1	Risk Mitigation Measures

13.1.1	Ozow may from time to time identify and communicate to the Merchant certain risk mitigation measures, features, tools, or requirements designed to protect against fraud, financial loss, regulatory non-compliance, or other risks associated with the Services.

13.1.2	The Merchant undertakes to promptly implement, at its own cost, all reasonable risk mitigation measures communicated or provided by Ozow, including (without limitation):

13.1.2.1	smart indicators and transaction monitoring tools in response to the evolving risk and fraud landscape (including indicators relating to first-time users, high-value transactions, industry-specific transaction limitations, and payment flow enhancements);

13.1.2.2	transaction verification and flagging tools;

13.1.2.3	customer identity verification requirements;

13.1.2.4	enhanced authentication measures, including 3D Secure for Card Transactions;

13.1.2.5	velocity limits or transaction amount limits;

13.1.2.6	restrictions on certain types of Transactions or certain Customer segments; and

13.1.2.7	any other risk mitigation measures required by Sponsor Banks, Technology Service Providers, Card Schemes, Payment Participants, or Regulators.

##### 13.2	Testing Obligations

13.2.1	The Merchant shall conduct all testing of the Services recommended by Ozow, including (without limitation) testing recommended in integration documentation, onboarding materials, or in connection with updates to the Services.

13.2.2	The Merchant acknowledges that any Transaction issues, errors, or failures resulting from the Merchant's failure to conduct adequate testing shall be outside Ozow's control and Ozow shall bear no liability for such issues.

##### 13.3	Compliance with High-Risk Requirements

13.3.1	If the Merchant is classified by Ozow as operating in a high-risk industry or otherwise determined to pose elevated risk, the Merchant shall comply with the additional requirements set out in Schedule 2 (High-Risk Activities and Enhanced Requirements).

13.3.2	Ozow may reclassify the Merchant as high-risk at any time during the term of this Agreement if Ozow determines (in its reasonable discretion) that the Merchant's industry, business model, transaction patterns, or other factors pose elevated risk.

13.3.3	Ozow shall notify the Merchant in writing of any such reclassification and the Merchant shall implement the requirements of Schedule 2 within the timeframe specified by Ozow (which shall be reasonable in the circumstances).

#### 14.	CUSTOMER DISPUTE PROCESS

##### 14.1	Application

14.1.1	The dispute handling terms set out in this clause 14 apply to all Transactions processed through the Services, regardless of the specific Service, Product, payment method, or integration utilized.

14.1.2	For the avoidance of doubt, to the extent that any provision of this clause 14 conflicts with the chargeback, dispute, or refund provisions applicable to Card Transactions as set out in Annexure 3 (Card Payments) or the applicable Card Scheme Rules, the provisions of Annexure 3 and the Card Scheme Rules shall prevail in respect of Card Transactions.

##### 14.2	Customer Transaction Disputes

14.2.1	A Customer Transaction Dispute arises where:

14.2.1.1	a Customer requests a reversal or change in amount of a payment; or

14.2.1.2	fraud is reported, alleged, or suspected in relation to a Transaction.

##### 14.3	Merchant Obligations Upon Notification

14.3.1	If Ozow notifies the Merchant of any Customer Transaction Dispute, the Merchant shall:

14.3.1.1	use reasonable efforts to place the underlying Transaction on hold as soon as possible to avoid unnecessary loss or damage;

14.3.1.2	provide Ozow with all information and supporting documents which Ozow may request to investigate the disputed Transaction; and

14.3.1.3	provide such information and documents as soon as possible, and in any event no later than forty-eight (48) hours after receiving Ozow's request.

##### 14.4	Reversible Transactions

14.4.1	Transactions may be reversed by Ozow or its relevant Sponsor Bank, Payment Participant, or Card Scheme as follows:

14.4.1.1	with the Merchant's consent, where a Customer requests a reversal or change in amount of a payment; or

14.4.1.2	without the Merchant's consent, where there is Confirmed Fraud and Wrong Doing on the Merchant's part.

##### 14.5	Liability for Confirmed Fraud and Wrong Doing

14.5.1	In instances of Confirmed Fraud and Wrong Doing on the Merchant's part, and upon demand by Ozow or its Sponsor Bank, the Merchant shall be liable for:

14.5.1.1	reversing the Transaction to ensure that the relevant Customer is put back into the position they were in prior to performing the Transaction;

14.5.1.2	all losses, liabilities, damages, costs, and expenses of whatsoever nature (including direct, indirect, special, and consequential losses, and legal fees) that Ozow or its Sponsor Bank may suffer or incur as a result of the Merchant's Wrong Doing; and

14.5.1.3	any fines, penalties, or sanctions imposed on Ozow by Regulators, Sponsor Banks, or Payment Participants arising from the Merchant's Wrong Doing.

##### 14.6	Security Incident Cooperation

14.6.1	Where Ozow identifies that Customer credentials, payment data, or other Personal Information have been compromised, the Merchant acknowledges that Ozow does not have a direct relationship with Customers and is therefore dependent on the Merchant to facilitate necessary communications and actions. The Merchant accordingly agrees to:

14.6.1.1	cooperate with Ozow by providing requested Customer details as soon as possible, and in any event no later than two (2) Business Days after receiving Ozow's request (or such earlier period as Ozow may require in urgent circumstances); and

14.6.1.2	support Ozow in updating and executing its breach and incident response policies and procedures.

#### 15.	NEW AND ADDITIONAL PRODUCTS AND SERVICES

##### 15.1	Addition of New Services

15.1.1	Ozow reserves the right, at its discretion, to develop, activate, and make available new Services, products, payment methods, or features which are not available at the Effective Date.

15.1.2	Ozow may activate such new Services for the Merchant's use from time to time, subject to Ozow providing the Merchant with written notice of:

15.1.2.1	the availability of the new Service;

15.1.2.2	the terms and conditions applicable to the new Service (which may be set out in a new Product Annexure or amendment to this Agreement); and

15.1.2.3	the pricing applicable to the new Service.

##### 15.2	Merchant's Use of New Services

15.2.1	If the Merchant utilises a new Service activated by Ozow in accordance with clause 15.1, the Merchant agrees to:

15.2.1.1	be bound by the terms and conditions applicable to that Service as notified by Ozow; and

15.2.1.2	pay the applicable pricing as set out in:

15.2.1.2.1	the Merchant's existing agreement (if pricing for the new Service is specified therein);

15.2.1.2.2	a new or amended Order Form executed by the Merchant; or

15.2.1.2.3	the standard pricing published on Ozow's website at [www.ozow.com](http://www.ozow.com) if no pricing for the new Service is specified in the Merchant's Order Form.

##### 15.3	Updates and Enhancements

15.3.1	Ozow may from time to time update, enhance, modify, or discontinue features of existing Services.

15.3.2	Where such updates or enhancements require changes to the Merchant's integration, systems, or processes, Ozow shall provide the Merchant with reasonable notice and technical support to implement such changes.

15.3.3	The Merchant acknowledges that it may be necessary to implement updates or enhancements (including software updates, API changes, or new risk mitigation measures) in order to continue utilizing the Services, and the Merchant shall implement such updates or enhancements within the timeframe reasonably specified by Ozow.

##### 15.4	Product Opt-Out

15.4.1	The Merchant may elect to deactivate any individual Product by providing Ozow with thirty (30) days' prior written notice. Deactivation of a Product shall not, by itself, terminate this Agreement or affect the Merchant's rights or obligations in respect of any other Product or Service. The Merchant shall remain liable for all fees, charges, and obligations accrued up to the effective date of deactivation.

##### 15.5	SMS Payment Request Service

15.5.1	Ozow provides an SMS payment request service which enables the Merchant to send payment links to Customers via SMS (the "SMS Payment Request Service").

15.5.2	The fees payable by the Merchant for the SMS Payment Request Service shall be as set out in the Order Form or, where not specified in the Order Form, as published on Ozow's website at [www.ozow.com](http://www.ozow.com).

15.5.3	Prepayment

15.5.3.1	All payments in respect of SMS payment requests shall be made by the Merchant prior to Ozow providing the SMS Payment Request Service to the Merchant.

15.5.3.2	The Merchant shall provide Ozow with proof of payment for the requested SMS payment requests prior to the generation by Ozow of SMS payment links for use by the Merchant.

##### 15.6	Third-Party Platform Integration Maintenance Fees

15.6.1	Where the Merchant integrates with the Services via the following third-party platforms:

15.6.1.1	Shopify International Limited: Merchants paying the Processing Fees in accordance with this Agreement will not be charged a maintenance fee of zero point three percent (0.30%), as this fee will be absorbed by Ozow.

15.6.1.2	Xero Limited: Merchants paying the Processing Fees in accordance with this Agreement will not be charged a maintenance fee of zero point two five percent (0.25%), as this fee will be absorbed by Ozow.

##### 15.7	Account Verification Service

15.7.1	As part of the Ozow Services offered to Merchants, Ozow makes available an Account Verification Service ("AVS") in connection with the PayShap Request payment method. AVS is a service that performs identity-to-bank-account validation. The AVS verifies that the Customer's identity matches the ownership of a bank account. AVS may be used by the Merchant either as part of optional risk mitigation, or as required by Ozow for specific products in the Ozow service. At this stage, AVS is required in connection with the PayShap Request payment method for certain Merchants as set out in 15.7.4 below. Ozow will notify the Merchant in writing of any additional products or services for which AVS becomes compulsory.

15.7.2	When an AVS check is triggered, the service will check for an existing verification record using the Customer's identity number, bank account number, and bank code. If a valid, unexpired record exists, the cached result will be returned. If no valid record exists or the record has expired, a real-time verification check will be performed through a Technology Service Provider and the result will be stored for future use. Expiry of a record will be determined in accordance with Ozow's internal processes.

15.7.3	AVS relies on verification data sourced from Technology Service Providers, being third parties that provide technology, infrastructure, or services used by Ozow in the provision of the Services. Ozow does not own, control, or guarantee the performance, availability, or reliability of Technology Service Providers and is dependent on technology, infrastructure, and services provided by them. Accordingly, Ozow does not warrant the accuracy, completeness, or timeliness of any AVS result and shall not be liable for any loss, damage, or harm arising from an incorrect, incomplete, or failed AVS result, whether caused by an error by a Technology Service Provider or otherwise.

15.7.4	Where a Merchant is classified as a High-Risk Merchant in accordance with Schedule 2 of this Agreement, or otherwise notified in writing by Ozow, the Merchant must verify the Customer's bank account using AVS prior to processing any PayShap Request transaction. Such verification must confirm that the account number is valid, active, and matches the Customer's verified identity. Where a valid, unexpired verification result already exists for the relevant Customer and bank account combination, the cached result may be relied upon in place of a live check. Where no valid cached result exists, a live AVS check will be performed. Failure to comply with this requirement may result in suspension or termination of access to the affected Services in accordance with this Agreement and Schedule 2.

15.7.5	The fees payable by the Merchant for the Account Verification Service shall be as set out in the Order Form or, where not specified in the Order Form, as published on Ozow's website at www.ozow.com, in accordance with the pricing hierarchy set out in this Agreement.

#### 16.	IMPROVEMENTS AND CHANGE REQUESTS

##### 16.1	Merchant-Requested Improvements

16.1.1	If the Merchant identifies improvements or upgrades required to the Services, Ozow shall be willing to consult with the Merchant and discuss whether such improvements or upgrades can be offered.

16.1.2	Any costs, fees, or changes in pricing associated with implementing improvements or upgrades shall be communicated to the Merchant in writing.

16.1.3	The Merchant may choose whether to proceed with the improvement or upgrade.

16.1.4	Implementation of any improvement or upgrade shall be subject to execution of a written agreement between the parties (which may take the form of an amendment to this Agreement or a separate agreement).

#### 17.	TRANSITIONAL PROVISIONS

##### 17.1	This clause 17 applies to Legacy Merchants.

##### 17.2	Application of Terms - Amendable Agreements

17.2.1	Where a Legacy Merchant's existing agreement with Ozow contains a clause permitting Ozow to amend the agreement on notice, Ozow shall be entitled to exercise such right by providing the Legacy Merchant with not less than thirty (30) days' prior written notice of this Agreement. Upon the expiry of the notice period specified in such notice, the following shall apply in substitution of the Legacy Merchant's existing agreement with Ozow:

17.2.1.1	all terms and conditions of this Agreement (including all Product Annexures applicable to the Services utilised by the Legacy Merchant); and

17.2.1.2	all non-pricing provisions of the Product Annexures,
save that the Legacy Merchant's existing pricing arrangements (as set out in the Legacy Merchant's pre-existing agreement with Ozow) shall remain unchanged unless and until the Legacy Merchant executes a new Order Form.

##### 17.3	Supplemental Terms - Non-Amendable Agreements

17.3.1	Where a Legacy Merchant's existing agreement with Ozow does not contain a clause permitting Ozow to unilaterally amend the agreement on notice, the terms of this Agreement shall, upon the expiry of the notice period referred to in clause 17.2, apply as supplemental terms to the Legacy Merchant's existing agreement, subject to the following provisions:

17.3.1.1	the provisions of this Agreement (including all Product Annexures applicable to the Services utilised by the Legacy Merchant) shall apply in addition to the Legacy Merchant's existing agreement, including (without limitation) all product-specific terms, operational requirements, risk mitigation obligations, compliance obligations, and terms relating to new features, products, or Services not addressed in the Legacy Merchant's existing agreement;

17.3.1.2	to the extent of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Legacy Merchant's existing agreement, the provisions of the Legacy Merchant's existing agreement shall prevail, provided that this shall not limit the application of any provision of this Agreement that addresses a matter not dealt with in the Legacy Merchant's existing agreement;

17.3.1.3	the Legacy Merchant's existing pricing arrangements shall remain unchanged unless and until the Legacy Merchant executes a new Order Form; and

17.3.1.4	the Legacy Merchant's continued use of and/or receipt of the Services following the expiry of the notice period referred to in clause 17.2 shall constitute the Legacy Merchant's acceptance of and agreement to be bound by the supplemental terms contemplated in this clause.

##### 17.4	Continuation of Legacy Pricing

17.4.1	Notwithstanding clause 17.2 and 17.3, Legacy Merchants shall continue to be governed by the pricing terms in their existing agreements until such time as they execute a new Order Form.

17.4.2	Where a Legacy Merchant receives a new Service not covered by the Legacy Merchant's existing agreement, pricing for such new Service shall be determined in accordance with clause 6.2.1.3.

### PART 3: OPERATIONAL AND TECHNICAL PROVISIONS

#### 18.	API INTEGRATION AND TECHNICAL REQUIREMENTS

##### 18.1	Provision of API

18.1.1	Ozow shall provide the Merchant with access to the Ozow API to enable the Merchant's systems to communicate with Ozow's systems and utilize the Services.

18.1.2	Access to the Ozow API shall be governed by the API documentation, integration guides, and technical specifications provided by Ozow from time to time.

##### 18.2	API Security and Credentials

18.2.1	Ozow shall grant the Merchant unique login credentials, API keys, or other authentication mechanisms (collectively, API Credentials) to access the Ozow API.

18.2.2	The Merchant shall:

18.2.2.1	keep all API Credentials strictly confidential and secure;

18.2.2.2	not disclose API Credentials to any third party without Ozow's prior written consent;

18.2.2.3	immediately notify Ozow if API Credentials are lost, stolen, or compromised; and

18.2.2.4	immediately disable access for any Personnel who no longer require access to the Ozow API.

18.2.3	The Merchant shall be fully responsible for all use of the Ozow API using the Merchant's API Credentials, whether authorized or unauthorized, and shall indemnify Ozow for any losses arising from unauthorized use of such credentials.

##### 18.3	Technical Compliance

18.3.1	The Merchant shall:

18.3.1.1	comply strictly with all API documentation, integration guides, technical specifications, and operational procedures provided by Ozow or its Sponsor Banks and Technology Service Providers;

18.3.1.2	ensure that the Merchant's systems, infrastructure, and network meet the minimum technical requirements specified by Ozow;

18.3.1.3	implement and maintain appropriate security measures, firewalls, encryption, and access controls to protect the integrity and security of data transmitted via the Ozow API;

18.3.1.4	not attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Ozow API or any Technology Service Provider's systems;

18.3.1.5	not use the Ozow API in any manner that could damage, disable, overburden, or impair Ozow's systems or interfere with any other party's use of the Services; and

18.3.1.6	promptly implement any updates, patches, or changes to the Ozow API as communicated by Ozow from time to time.

18.3.2	Where updates or modifications to the Ozow API are necessary for continued access to the Services, Ozow shall use its reasonable endeavours to provide the Merchant with reasonable advance notice of any required changes, technical documentation to enable the Merchant to implement such updates, and reasonable technical support to assist the Merchant with implementation.

18.3.3	The Merchant shall ensure that all payment flows facilitated through the Ozow API are displayed correctly to Customers in accordance with Ozow's integration documentation and any applicable requirements of Sponsor Banks or Payment Participants.

##### 18.4	API Restrictions

18.4.1	The Merchant shall not:

18.4.1.1	use the Ozow API to build a competing product or service;

18.4.1.2	provide access to the Ozow API to any third party (other than the Merchant's Customers in the ordinary course of utilizing the Services);

18.4.1.3	attempt to circumvent any usage limits, access controls, or security measures implemented by Ozow; or

18.4.1.4	use the Ozow API for any unlawful purpose or in any manner that violates this Agreement.

##### 18.5	Bank Integration Requirements

18.5.1	Where the Merchant utilizes Services involving bank integrations (including screen-scraping technologies, bank APIs, PayShap rails, or other bank-based payment methods), the Merchant shall:

18.5.1.1	comply with all processes and procedures of the relevant Sponsor Bank as communicated by Ozow from time to time;

18.5.1.2	provide all documentation and information requested by the Sponsor Bank (whether directly or via Ozow), including KYC documentation, risk assessment information, and transaction data;

18.5.1.3	submit to and cooperate with any risk mitigation measures, fraud investigation processes, or additional requirements imposed by the Sponsor Bank;

18.5.1.4	where required by the Sponsor Bank or Ozow, execute additional terms or addenda to this Agreement to obtain access to specific bank integration products; and

18.5.1.5	display all banks provided by the Ozow system when presenting payment options to Customers, and not discriminate against or deprioritize any particular bank without Ozow's prior written consent.

18.5.2	The Merchant acknowledges that access to bank integrations is subject to the approval and ongoing requirements of the relevant Sponsor Banks, which are outside Ozow's control.

18.5.3	Where a Product Annexure specifies additional technical infrastructure or integration requirements for a particular Service, the Merchant shall comply with such requirements in addition to the requirements set out in this clause.

#### 19.	CONFIDENTIALITY

##### 19.1	Confidentiality Undertakings

19.1.1	Each party undertakes in favour of the other party, for the duration of this Agreement and after its termination, to:

19.1.1.1	keep confidential all Confidential Information of the other party;

19.1.1.2	not, without the other party's prior written consent, disclose the Confidential Information in whole or in part to any third party, save to its Personnel who are involved in the performance of this Agreement and who have a need to know such information, provided that such Personnel are bound by confidentiality obligations at least as stringent as those set out in this clause 19;

19.1.1.3	not decompile, disassemble, duplicate, copy, reverse engineer, or otherwise modify, adapt, alter, or vary the whole or any part of the Confidential Information;

19.1.1.4	not use any part of the Confidential Information for the benefit of itself or any third party, or use such Confidential Information for any commercial purpose other than as permitted in this Agreement, or to create any competing software, technology, or service, or for the benefit of any competitor;

19.1.1.5	inform the Discloser immediately upon becoming aware, or suspecting, that an unauthorized person has become aware of the Discloser's Confidential Information;

19.1.1.6	not use, duplicate, or copy the Confidential Information of the Discloser for any purpose other than as specified in this Agreement or authorized in writing by the Discloser; and

19.1.1.7	use the Discloser's trademarks, logos, and other Confidential Information only with the prior written consent of the Discloser or as expressly provided in this Agreement.

##### 19.2	Personnel Confidentiality

19.2.1	The Merchant shall require its Personnel to sign non-disclosure agreements and to comply with all confidentiality provisions, restrictions, procedures, and policies commensurate with the tasks to be performed and the Confidential Information to which they have access.

##### 19.3	Permitted Disclosures

19.3.1	Notwithstanding clauses 19.1 and 19.2, a party may disclose Confidential Information of the other party:

19.3.1.1	to the extent required by Applicable Law, court order, or regulatory requirement, provided that the disclosing party (to the extent legally permitted):

19.3.1.1.1	provides the other party with prompt written notice of such requirement;

19.3.1.1.2	cooperates with the other party (at the other party's expense) in seeking a protective order or other appropriate remedy; and

19.3.1.1.3	discloses only such Confidential Information as is legally required to be disclosed;

19.3.1.2	to its legal advisors, auditors, or other professional advisors, provided such advisors are bound by professional duties of confidentiality; or

19.3.1.3	as expressly authorized in writing by the other party.

##### 19.4	Return or Destruction

19.4.1	Upon termination or expiration of this Agreement, each party shall (at the other party's election) either:

19.4.1.1	return to the other party all Confidential Information in its possession or control; or

19.4.1.2	irretrievably destroy all such Confidential Information,
and shall certify in writing to the other party that it has done so, save for copies required to be retained by Applicable Laws or contained in automatic back-up systems maintained in the ordinary course of business, provided that such copies remain subject to the confidentiality obligations in this Agreement.

#### 20.	DATA PROTECTION AND PRIVACY

##### 20.1	Acknowledgment of Data Protection Laws

20.1.1	Each party acknowledges and agrees that:

20.1.1.1	it has familiarized itself with the requirements and provisions of Data Protection Laws, including POPIA;

20.1.1.2	the Personal Information it receives or Processes in connection with this Agreement (including Personal Information of Customers) may include sensitive data such as names, identity numbers, bank account details, Card details, email addresses, and telephone numbers; and

20.1.1.3	it shall Process all such Personal Information only to the extent necessary for carrying out its obligations under this Agreement and in accordance with Data Protection Laws.

20.2	The data protection and privacy obligations set out in this clause 20 apply to all Services provided under this Agreement and all Product Annexures, regardless of the specific product, payment method, or integration used. Where a Product Annexure contains data protection provisions specific to that Service, such provisions shall apply in addition to, and not in substitution of, the obligations set out in this clause 20, unless the Product Annexure expressly and specifically states otherwise.

##### 20.3	Ozow's Privacy Policy and PAIA Manual

20.3.1	The terms and conditions applicable to the Processing of Personal Information by Ozow are set out in Ozow's PAIA manual and privacy policy available at [www.ozow.com](http://www.ozow.com), which are updated from time to time.

20.3.2	The Merchant undertakes to obtain the requisite consents from Customers (including, where applicable, the consent required under Regulation 6 of the POPIA Regulations) to provide Personal Information to Ozow, Technology Service Providers, Sponsor Banks, and/or Payment Participants, and to authorize the aforementioned to Process such Personal Information in accordance with this Agreement.

##### 20.4	Processing Scenarios

20.4.1	The parties acknowledge that Personal Information may be Processed under this Agreement in the following scenarios:

20.4.1.1	Scenario 1 - Merchant as Responsible Party, Ozow as Operator: Where the Merchant determines the purpose and means of Processing Customer Personal Information and Ozow Processes such information solely on the Merchant's instructions in order to provide the Services.

20.4.1.2	Scenario 2 - Ozow as Responsible Party: Where Ozow determines the purpose and means of Processing Personal Information (including Customer Personal Information received through the Services, or Personal Information of the Merchant and its Personnel).

20.4.2	The parties' obligations in each scenario are set out below.

##### 20.5	Scenario 1: Merchant as Responsible Party, Ozow as Operator

20.5.1	Where Ozow acts as an operator on behalf of the Merchant (as responsible party) in Processing Customer Personal Information:

20.5.1.1	Merchant's Obligations: The Merchant shall comply with POPIA and all other Data Protection Laws in relation to such Personal Information, including (without limitation):

20.5.1.1.1	ensuring it has a lawful basis for collecting and Processing the Personal Information;

20.5.1.1.2	providing Customers with adequate notice of how their Personal Information will be Processed;

20.5.1.1.3	obtaining all necessary consents from Customers;

20.5.1.1.4	ensuring the accuracy and completeness of Personal Information provided to Ozow;

20.5.1.1.5	responding to Data Subject access requests, correction requests, or deletion requests from Customers; and

20.5.1.1.6	notifying Ozow immediately if a Customer withdraws consent for Processing or requests deletion of their Personal Information.

20.5.1.2	Ozow's Obligations as Operator: When acting as an operator, Ozow shall:

20.5.1.2.1	Process the Personal Information only in accordance with this Agreement and the Merchant's lawful instructions, and not Process such Personal Information for any purpose other than those authorized by this Agreement unless required by Applicable Law to do so;

20.5.1.2.2	Process Personal Information in a manner that is reasonable, adequate, relevant, not excessive, purpose-specific, and non-infringing of the relevant individual's privacy;

20.5.1.2.3	secure the integrity and confidentiality of Personal Information by taking appropriate, reasonable technical and organizational measures to prevent: (A) loss of, damage to, or unauthorized destruction of Personal Information; and (B) unlawful access to or Processing of Personal Information;

20.5.1.2.4	take reasonable measures to: (A) identify all reasonably foreseeable internal and external risks to such Personal Information; (B) establish and maintain appropriate safeguards against such risks; (C) regularly verify that safeguards are effectively implemented; and (D) ensure safeguards are continually updated in response to new risks or deficiencies;

20.5.1.2.5	have due regard to generally accepted information security practices and procedures which apply to it generally or are required in terms of specific industry or professional rules and regulations;

20.5.1.2.6	immediately notify the Merchant if there are reasonable grounds to believe that any Personal Information has been accessed or acquired by an unauthorized person; and

20.5.1.2.7	take appropriate security safeguards against unauthorized or unlawful Processing of Personal Information and against accidental loss, destruction, or damage to such Personal Information, to ensure a level of security appropriate to the harm that might result.

##### 20.6	Scenario 2: Ozow as Responsible Party

20.6.1	Where Ozow acts as a responsible party in Processing Personal Information (including Customer Personal Information or Merchant Personal Information):

20.6.1.1	Ozow's Compliance: Ozow shall comply with POPIA and all other Data Protection Laws in relation to such Personal Information, and shall Process such information in accordance with Ozow's privacy policy available at [www.ozow.com](http://www.ozow.com).

20.6.1.2	Merchant's Obligations as Operator: Where the Merchant Processes Personal Information received from Ozow or accessed through the Services, the Merchant shall comply with the obligations set out in clause 20.5.1.2 (mutatis mutandis) as if the Merchant were the operator and Ozow were the responsible party.

##### 20.7	Cross-Border Data Transfers

20.7.1	The Merchant consents to Ozow and its Affiliates, operators, sub-operators, and Technology Service Providers securely transferring and Processing Personal Information in the European Economic Area or any other region, provided that such transfer and Processing is conducted in accordance with POPIA, the General Data Protection Regulation (EU) 2016/679 (GDPR), or other data protection legislation of an equivalent standard.

20.7.2	Prior to any cross-border transfer of Personal Information, Ozow (or its operator/sub-operator) shall:

20.7.2.1	verify whether the third country of destination provides adequate protection for the rights and freedoms of Data Subjects, equivalent to those provided under POPIA or GDPR;

20.7.2.2	conduct a documented assessment to evidence such adequacy; and

20.7.2.3	if the third country does not provide adequate protection, suspend the transfer until appropriate safeguards (such as standard contractual clauses or binding corporate rules) are implemented.

20.7.3	If there is any conflict between this Agreement and POPIA, the provisions of POPIA shall prevail.

##### 20.8	Merchant Consents

20.8.1	The Merchant expressly consents and agrees that:

20.8.1.1	Ozow, its Affiliates, and service providers may contact the Merchant and its Customers using written, electronic, or verbal communication methods (as regulated by Applicable Laws), using any email address or telephone number provided by or made available by the Merchant to Ozow, including contact by manual calling, pre-recorded or artificial voice messages, text messages, emails, and automatic telephone dialing systems;

20.8.1.2	Ozow may send advertising and marketing communications (including direct marketing, electronic marketing, or telemarketing) in relation to Ozow's Services and products, subject to the Merchant's or Customer's right to opt out;

20.8.1.3	Ozow may Process and store Personal Information of the Merchant and Customers trans-border in accordance with clause 20.7; and

20.8.1.4	Ozow may use the Merchant's logo and name on Ozow's website, in marketing materials, and in communications with third parties to indicate that Ozow provides Services to the Merchant.

##### 20.9	Opt-Out Rights

20.9.1	If the Merchant, any Customer, or any other Data Subject wishes to opt out of marketing communications or has questions regarding Ozow's Processing of Personal Information, they may contact Ozow's information officer at <privacy@ozow.com>.

##### 20.10	Merchant's Warranties Regarding Consents

20.10.1	The Merchant warrants and represents that:

20.10.1.1	it has obtained the requisite consents from Customers (in compliance with POPIA and other Data Protection Laws, and including the consent required under Regulation 6 of the POPIA Regulations where applicable) for the Processing, cross-border transfer, marketing, and other use of Customer Personal Information as contemplated in this Agreement;

20.10.1.2	it shall promptly notify Ozow if any Customer withdraws consent or requests deletion, correction, or restriction of Processing of their Personal Information; and

20.10.1.3	it shall maintain records of all consents obtained, which records Ozow may request from time to time, and provide such records to Ozow within five (5) Business Days of request.

##### 20.11	Return or Deletion of Personal Information

20.11.1	Upon termination or expiration of this Agreement, the parties shall (unless Applicable Law mandates otherwise) delete and destroy all Personal Information received from the other party, to ensure that Personal Information is not retained for longer than necessary for the purposes of providing the Services.

##### 20.12	Disclosure of Merchant Information to Third Parties

20.12.1	The Merchant authorizes Ozow to disclose information relating to the Merchant (including Transaction data and compliance information) to Technology Service Providers, Sponsor Banks, Payment Participants, Card Schemes, and Regulators, where required for the purposes of compliance, risk management, fraud prevention, or the performance of Ozow's obligations to such parties. Any such disclosure shall be limited to what is reasonably necessary for the stated purpose and shall be conducted in accordance with Data Protection Laws and Ozow's privacy policy.

#### 21.	INTELLECTUAL PROPERTY

##### 21.1	Ownership of Ozow IP

21.1.1	All rights, title, ownership, and interest in and to the Services, the Ozow API, Ozow Plugins, Technology Service Providers' software and systems, and all related intellectual property (including patents, trademarks, copyrights, trade secrets, know-how, and proprietary methodologies) shall remain the exclusive property of Ozow, its licensors, or Technology Service Providers (as applicable).

21.1.2	The Merchant acknowledges and agrees that:

21.1.2.1	nothing in this Agreement grants the Merchant any ownership rights or intellectual property rights in the Services, the Ozow API, Ozow Plugins, or Technology Service Providers' technology;

21.1.2.2	the Merchant acquires only a limited, non-exclusive, non-transferable licence to use the Services in accordance with this Agreement; and

21.1.2.3	the Merchant shall not acquire, claim, or assert any right, title, or interest in or to Ozow's intellectual property or the intellectual property of Technology Service Providers.

##### 21.2	Restrictions on Use

21.2.1	The Merchant shall not:

21.2.1.1	copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services, the Ozow API, Ozow Plugins, or any Technology Service Provider's software or systems;

21.2.1.2	rent, lease, sublicense, distribute, sell, or otherwise transfer the Services or the Ozow API to any third party;

21.2.1.3	remove, obscure, or alter any copyright notices, trademarks, or proprietary legends on or in the Services or the Ozow API;

21.2.1.4	use the Services or Ozow API to develop a competing product or service; or

21.2.1.5	permit any third party to do any of the foregoing.

##### 21.3	Technology Service Provider Intellectual Property

21.3.1	The Merchant acknowledges that the Services depend upon and incorporate technology, software, and intellectual property owned by Technology Service Providers.

21.3.2	The Merchant agrees that it shall not, under any circumstances:

21.3.2.1	acquire, claim, or attempt to acquire any right, title, or interest in or to the intellectual property of any Technology Service Provider;

21.3.2.2	reverse engineer, decompile, or attempt to derive the technology or systems of any Technology Service Provider;

21.3.2.3	make any representation or warranty on behalf of any Technology Service Provider; or

21.3.2.4	grant or purport to grant any rights in relation to Technology Service Provider intellectual property to any third party.

##### 21.4	Merchant Marks

21.4.1	Ozow may use the Merchant's name, logo, and trademarks:

21.4.1.1	on Ozow's website and in marketing materials to identify the Merchant as a user of Ozow's Services;

21.4.1.2	in communications with prospective customers, investors, or other third parties; and

21.4.1.3	for other reasonable business purposes related to the provision of the Services.

21.4.2	Ozow shall comply with any reasonable brand guidelines provided by the Merchant in relation to the use of the Merchant's marks.

#### 22.	FRAUD MONITORING AND PREVENTION

##### 22.1	Ozow's Fraud Monitoring

22.1.1	Ozow may operate fraud monitoring and prevention systems designed to detect, prevent, and mitigate fraudulent Transactions across all Services.

22.1.2	Ozow may monitor Transactions, collect and analyze Transaction data, and implement fraud detection algorithms and models to identify suspicious or potentially fraudulent activity.

##### 22.2	Multi-Merchant Fraud Environment

22.2.1	The Merchant acknowledges and agrees that:

22.2.1.1	Ozow may operate a multi-merchant fraud monitoring environment in which Ozow monitors for fraudulent activities across all merchants utilizing the Services;

22.2.1.2	where Ozow detects or suspects that a Customer has engaged in fraudulent activity in relation to another merchant's Transactions, Ozow may:

22.2.1.2.1	block that Customer from performing Transactions with the Merchant or any other Ozow merchant;

22.2.1.2.2	share information regarding the suspected fraud with the Merchant and other affected merchants, to the extent necessary to prevent further fraud and in accordance with Data Protection Laws; and

22.2.1.3	Ozow's fraud prevention practices and decisions regarding blocking Customers are made in Ozow's reasonable discretion based on industry best practices and the requirements of Sponsor Banks, Payment Participants, and Regulators.

##### 22.3	Merchant's Fraud Prevention Obligations

22.3.1	Without prejudice to the Merchant's obligations elsewhere in this MSA, the Merchant shall:

22.3.1.1	implement and maintain adequate fraud prevention measures, including identity verification, transaction monitoring, and suspicious activity reporting;

22.3.1.2	respond immediately to fraud alerts, queries, or warnings issued by Ozow, and in any event no later than forty-eight (48) hours after receiving such alert;

22.3.1.3	place Transactions on hold as instructed by Ozow where fraud is suspected;

22.3.1.4	provide all information and documentation requested by Ozow in relation to suspected fraud within forty-eight (48) hours;

22.3.1.5	upon request by Ozow, confirm the status of the relevant Transaction, including whether goods or services have been released, dispatched, or fulfilled;

22.3.1.6	not knowingly process or accept fraudulent Transactions;

22.3.1.7	immediately report to Ozow any security breaches, suspected fraud, or irregular activities connected with the Services; and

22.3.1.8	take all reasonable steps to prevent fraudulent use of the Services by Customers or third parties.

##### 22.4	Merchant Liability for Fraud

22.4.1	The Merchant shall bear all risk and liability for fraudulent Transactions, except where such fraud results from Ozow's gross negligence or wilful misconduct.

##### 22.5	Cooperation in Fraud Investigations

22.5.1	Without prejudice to the parties' other obligations under this Agreement, the parties shall cooperate in good faith with each other and, where applicable, with relevant Technology Service Providers and other third-party service providers involved in the relevant Transaction or Service, to investigate possible or alleged instances of fraud, money laundering, terrorist financing, corruption, or any other criminal activity or illegal use or abuse of the Services.

22.5.2	In the case of any alleged or proven occurrence of fraud or other criminal activity, the Merchant shall use its best endeavours to prevent any future such incidents, including by performing such steps and activities as Ozow may prescribe in its reasonable discretion.

#### 23.	DISPUTE RESOLUTION

##### 23.1	Escalation to Service Managers

23.1.1	The parties agree that any dispute arising from this Agreement shall, in the first instance, be referred to the service delivery managers of the parties (or their designated alternates), who shall use their best endeavours to resolve the dispute within fourteen (14) Business Days of the dispute being referred.

23.1.2	All disclosures, concessions, or admissions made by the parties during such dispute resolution process shall be conclusively deemed to be made without prejudice (unless specifically stipulated otherwise in writing by the party making same) and may not be used in any subsequent proceedings between the parties.

##### 23.2	Arbitration

23.2.1	If the service delivery managers are unable to resolve a dispute in accordance with clause 23.1, the dispute shall be submitted to binding arbitration governed by the Arbitration Act 42 of 1965 (or any replacement Act) and shall take place in accordance with the Commercial Arbitration Rules of the Arbitration Foundation of Southern Africa (AFSA).

23.2.2	The arbitration proceeding shall be:

23.2.2.1	conducted by a mutually agreed upon arbitrator selected from AFSA's panel of arbitrators;

23.2.2.2	held in Johannesburg, South Africa; and

23.2.2.3	conducted in English.

23.2.3	The judgment upon the award rendered may be entered and enforced in any court of competent jurisdiction.

##### 23.3	Urgent Interim Relief

23.3.1	Nothing in this clause 23 shall prohibit a party from approaching any court of competent jurisdiction for urgent interim relief pending determination of the dispute by arbitration.

23.3.2	For purposes of urgent relief, the parties consent to the non-exclusive jurisdiction of the Gauteng Local Division of the High Court of South Africa, Johannesburg.

##### 23.4	Complaints

23.4.1	Complaints may be logged by contacting <support@ozow.com>.

23.4.2	All complaints are handled through Ozow's standardized complaints process. The Ozow Complaints Policy can be found at [www.ozow.com](http://www.ozow.com).

#### 24.	FORCE MAJEURE

24.1	The performance of this Agreement by each party is subject to events of Force Majeure, including (without limitation): acts of God; war (whether declared or not); riots; revolutions; acts of piracy, sabotage, or terrorism; civil disorder; natural disasters; explosions; fires; destruction of equipment; pandemics; accidents or other calamities; boycotts; strikes and lockouts; power outages; work stoppages; acts of governmental authority (whether lawful or unlawful); changes in Applicable Laws or Payment Scheme Rules; directives from Regulators, Sponsor Banks, or Payment Participants; and any other cause or circumstance beyond the control of such party rendering it illegal, impossible, or impractical to perform its obligations.

24.2	Either party may suspend its obligations under this Agreement, on written notice to the other party, if such obligations are delayed or prevented by Force Majeure to the extent that such events or circumstances are beyond the control of the affected party.

24.3	Upon any such suspension due to Force Majeure, the affected party shall be relieved from damages, penalties, and other contractual sanctions for as long as, and to the extent that, such event or circumstance subsists.

24.4	For the avoidance of doubt, Force Majeure shall not relieve the Merchant from its obligation to pay Processing Fees and other amounts which are due and owing.

24.5	If a Force Majeure event subsists for more than thirty (30) days, either party shall be entitled to terminate this Agreement upon written notice to the other party.

#### 25.	GENERAL PROVISIONS

##### 25.1	Affiliated Entities

25.1.1	The Merchant shall be fully responsible and liable for the conduct of any Affiliates, branches, sites, subsidiaries, or other entities connected to, operated by, or otherwise related to the Merchant (including Customers who are legal persons) that use the Services through the Merchant's integration or Agreement.

25.1.2	The Merchant shall ensure that all such entities comply with this Agreement in all respects, and the Merchant shall be liable for all acts and omissions of such entities as if such acts and omissions were those of the Merchant itself.

##### 25.2	Domicile and Notices

25.2.1	The parties choose as their domicilia citandi et executandi for all purposes under this Agreement:

25.2.1.1	in respect of the Merchant: the addresses set out in the Order Form or KYC documentation provided to Ozow; and

25.2.1.2	in respect of Ozow: the addresses specified at [www.ozow.com](http://www.ozow.com) or as updated by Ozow from time to time by written notice to the Merchant.

25.2.2	Any notice required to be given under this Agreement shall be:

25.2.2.1	in writing (including email);

25.2.2.2	delivered by hand, sent by prepaid registered post, or transmitted by email to the relevant address; and

25.2.2.3	deemed to have been received:

25.2.2.3.1	if delivered by hand, on the date of delivery;

25.2.2.3.2	if sent by prepaid registered post, seven (7) days after posting; or

25.2.2.3.3	if transmitted by email, on the date of transmission if transmitted before 16h00 on a Business Day, or otherwise on the next Business Day.

##### 25.3	Governing Law

25.3.1	This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

##### 25.4	Entire Agreement

25.4.1	This Agreement, together with the Product Annexures, Schedules, and the Order Form, constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations, representations, or understandings (whether written or oral) relating to the subject matter hereof.

25.4.2	Subject to clause 25.5, no variation, amendment, or consensual cancellation of this Agreement or any provision hereof, and no waiver of any right arising from this Agreement or its breach or termination, shall be of any force or effect unless reduced to writing and signed by both parties.

##### 25.5	Amendments by Ozow

25.5.1	Ozow may amend this Agreement (including any Product Annexure or Schedule) by providing the Merchant with thirty (30) days' prior written notice of the amendment.

25.5.2	If the Merchant objects to any amendment, the Merchant may terminate this Agreement in accordance with clause 4.3 by providing written notice to Ozow within the thirty (30) day notice period. Such termination shall take effect at the expiry of the thirty (30) day notice period.

25.5.3	If the Merchant does not terminate this Agreement within the thirty (30) day notice period and continues to use the Services, the Merchant shall be deemed to have accepted the amendment.

25.5.4	Notwithstanding clauses 25.5.1 to 25.5.3, amendments to Processing Fees shall be governed by clause 6.4.

25.5.5	Where Ozow introduces a new product or Service governed by a new Product Annexure, Ozow shall provide the Merchant with written notice of the new Product Annexure, and such Product Annexure shall take effect fourteen (14) days after the date of such notification.

##### 25.6	Severability

25.6.1	If any provision of this Agreement is held to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be severable from the remaining provisions of this Agreement.

25.6.2	The remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

25.6.3	The parties shall negotiate in good faith to replace any invalid, unlawful, or unenforceable provision with a valid and enforceable provision that achieves, to the greatest extent possible, the original commercial intention of the parties.

##### 25.7	Legal Costs

25.7.1	If a party successfully enforces or defends its rights under this Agreement in legal proceedings, that party shall be entitled to recover from the other party its legal fees on a party-and-party scale, including fees of counsel on brief, tracing agent's fees, and collection charges.

##### 25.8	Assignment and Cession

25.8.1	The Merchant may not cede, assign, or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Ozow, such consent not to be unreasonably withheld.

25.8.2	Ozow shall be entitled to cede, assign, or transfer any of its rights or obligations under this Agreement without requiring the prior written consent of the Merchant, provided such cession, assignment, or transfer does not materially prejudice the Merchant.

25.8.3	If a cession or assignment takes place in accordance with clause 25.8.2, the cessionary or assignee shall be entitled to enforce its rights under this Agreement against the Merchant in respect of the Services that it provides to the Merchant.

##### 25.9	Further Assurances and Good Faith

25.9.1	Each party undertakes to do all things, perform all acts, execute all documents, and take all steps as may be necessary or desirable to give effect to this Agreement and to procure performance of the parties' respective obligations, and the parties shall act in good faith and deal fairly with each other in the performance of those obligations.

##### 25.10	Execution

25.10.1	This Agreement and the Order Form may be executed in counterparts (each of which shall be deemed an original and which together constitute one agreement) and may be circulated for signature electronically, with all signatures obtained, transmitted, and delivered electronically deemed to be original signatures for all purposes. The persons signing this Agreement or the Order Form in a representative capacity warrant their authority to do so, and it is not required for validity or enforceability that a party initial each page or have its signature verified by a witness.

##### 25.11	Relationship and Third Parties

25.11.1	Nothing in this Agreement constitutes or shall be deemed to constitute a partnership, joint venture, or employment relationship between the parties, or render one party an agent of the other for any purpose (except as expressly provided in clause 3.2), and neither party shall have authority to bind the other except as expressly authorized herein. This Agreement is entered into solely between Ozow and the Merchant and does not create any rights or obligations in favour of any third party (including Customers, Technology Service Providers, or Payment Participants), except as expressly provided in this Agreement.

##### 25.12	Enforcement at Technology Service Provider Request

25.12.1	The Merchant acknowledges that Ozow may be required, pursuant to its agreements with Technology Service Providers, to enforce this Agreement or specific provisions of it at the request of a Technology Service Provider. The Merchant consents to Ozow or the Technology Service Provider taking such enforcement action and agrees to cooperate fully with any enforcement action taken pursuant to this clause.

25.12.2	Where required under Ozow's agreements with a Technology Service Provider, the Merchant consents to Ozow providing that Technology Service Provider with access to documents, communications, and information relating to the Merchant's use of the Services, solely to the extent required to protect the Technology Service Provider's rights and interests related to this Agreement.

##### 25.13	Consumer Charging

25.13.1	The Merchant acknowledges and agrees that:

25.13.1.1	Ozow does not impose charges on Customers for their use of the Services; and

25.13.1.2	the Merchant is prohibited from describing, displaying, or otherwise representing the Processing Fees (or any other fees payable by the Merchant to Ozow) as a charge imposed on Customers, including displaying an "Ozow fee" payable by a Customer on any customer-facing platform.

#### 26.	INCORPORATION OF PRODUCT ANNEXURES AND SCHEDULES

##### 26.1	Binding Effect of Product Annexures

26.1.1	The Product Annexures form an integral part of this Agreement.

26.1.1.1	Where the Merchant utilizes a Service governed by a Product Annexure, the terms of that Product Annexure shall apply to the Merchant's use of that Service in addition to the terms of this Master Service Agreement.

26.1.1.2	The Product Annexures currently forming part of this Agreement include:

26.1.1.3	**Annexure 1:** Pay by Bank

26.1.1.4	**Annexure 2:** PayShap

26.1.1.5	**Annexure 3:** Card Payments

26.1.1.6	**Annexure 4:** Crypto Payments

26.1.1.7	**Annexure 5:** Payouts

26.1.1.8	**Annexure 6:** Vouchers

26.1.1.9	**Annexure 7:** WhatsApp Service

26.1.1.10	**Annexure 8:** Buy Now Pay Later

26.1.1.11	**Annexure 9:** Lending

26.1.2	Ozow may add additional Product Annexures from time to time.

##### 26.2	Binding Effect of Schedules

26.2.1	The Schedules form an integral part of this Agreement and apply to the Merchant's use of the Services as specified in each Schedule.

26.2.2	The Schedules currently forming part of this Agreement are:

26.2.2.1	**Schedule 1:** Definitions

26.2.2.2	**Schedule 2:** High-Risk Activities and Enhanced Requirements

26.2.2.3	**Schedule 3:** Plugin Terms and Conditions

26.2.2.4	**Schedule 4:** Service Level Agreement (SLA)

### ANNEXURE 1: PAY BY BANK

#### 1.	SCOPE AND APPLICATION

1.1	This Annexure governs the Merchant's use of Ozow's Pay by Bank services, which enable Customers to make payments via electronic funds transfer using either:

1.1.1	Screen-scraping technology (digital overlay method); or

1.1.2	Direct API integrations with Sponsor Banks.

#### 2.	PAY BY BANK SERVICES

##### 2.1	Screen-scraping Method

2.1.1	Ozow's screen-scraping technology provides a digital overlay that enables Customers to securely authenticate and authorize payments through their existing internet banking credentials.

2.1.2	The Merchant acknowledges that screen-scraping transactions are processed through traditional EFT payment rails and are subject to standard banking settlement timeframes.

2.1.3	The Merchant acknowledges that the availability and functionality of screen-scraping services may be affected by changes to bank systems, internet banking interfaces, or security protocols implemented by banks.

##### 2.2	API Integrations

2.2.1	Ozow has established, and will continue to establish, direct API integrations with Sponsor Banks to enable real-time or near-real-time payment authorization and processing.

2.2.2	API integrations include:

2.2.2.1	bank-specific APIs provided by individual Sponsor Banks (including but not limited to Nedbank, Absa, Capitec Bank, and other financial institutions as may be available from time to time);

2.2.2.2	standardized payment rails including PayShap (governed separately under Annexure 2); and

2.2.2.3	any other secure API connections established by Ozow with Sponsor Banks.

2.2.3	The availability of specific bank APIs is subject to Ozow's ongoing commercial relationships with Sponsor Banks and technical integration capabilities.

##### 2.3	Activation and Availability

2.3.1	Ozow may, in its sole discretion, activate specific bank API integrations for the Merchant's use.

2.3.2	Ozow will notify the Merchant when new bank integrations become available for use, including any associated pricing implications or technical requirements.

2.3.3	The Merchant acknowledges that Ozow may suspend, modify, or discontinue any specific bank integration if:

2.3.3.1	the relevant Sponsor Bank terminates or materially amends its relationship with Ozow;

2.3.3.2	technical issues prevent reliable integration functionality;

2.3.3.3	regulatory or compliance requirements necessitate suspension; or

2.3.3.4	the Merchant's use of the integration creates unacceptable risk exposure for Ozow.

#### 3.	BANK DISPLAY REQUIREMENTS

3.1	The Merchant shall display all banks and payment methods made available through Ozow's Pay by Bank services on the Merchant's payment checkout interface.

3.2	Ozow reserves the right to specify minimum standards for the display, positioning, and presentation of bank selection options, and the Merchant shall implement such requirements upon reasonable notice from Ozow.

3.3	The Merchant's obligations in relation to Sponsor Bank requirements are as set out in clause 18.5 of the MSA.

#### 4.	HIGH RISK MERCHANT REQUIREMENTS

4.1	Where the Merchant is classified as operating in a High-Risk industry (as defined in Schedule 2), the Merchant shall comply with enhanced requirements specified in Schedule 2.

4.2	For the avoidance of doubt, the enhanced requirements set out in Schedule 2 shall apply to the Merchant's use of Pay by Bank services via API integrations (as described in clause 2.2 of this Annexure) and shall not apply to screen-scraping services (as described in clause 2.1 of this Annexure), unless Ozow notifies the Merchant in writing that such requirements shall apply to all or certain screen-scraping bank integrations.

#### 5.	SETTLEMENT AND TIMING

5.1	Settlement timing for Pay by Bank transactions varies depending on the payment method:

5.1.1	Screen-scraping transactions are subject to standard EFT settlement timeframes as determined by the South African payment clearing system.

5.1.2	API integration transactions may offer real-time or near-real-time settlement depending on the specific Sponsor Bank and payment rail utilized.

5.1.3	The Merchant acknowledges that settlement timing is dependent on the relevant Sponsor Bank and payment infrastructure and may be affected by factors outside Ozow's control.

5.2	The Merchant acknowledges that EFT credit payment instructions facilitated through Pay by Bank services will not be credited instantly to the Merchant's Nominated Account unless:

5.2.1	a real-time payment option is used;

5.2.2	the transaction is an intra-bank transaction; or

5.2.3	the specific API integration provides real-time settlement capability.

#### 6.	REFUNDS VIA PAY BY BANK

6.1	Where Pay by Bank payment rails support refund functionality, Ozow may process refunds to Customers through the same payment method used for the original transaction.

6.2	The Merchant acknowledges that refund processing through Pay by Bank services is subject to:

6.2.1	availability of refund functionality on the specific payment rail utilized;

6.2.2	sufficient funds in the Merchant's float or aggregated balance held by Ozow;

6.2.3	Sponsor Bank processing capabilities and timeframes; and

6.2.4	compliance with Sponsor Bank refund processing requirements.

6.3	Where refund functionality is not available through the Pay by Bank payment rail, Ozow will communicate alternative refund processes to the Merchant.

6.4	Refund fees shall apply as specified in the Order Form or, where not specified, at Ozow's standard refund pricing published at [www.ozow.com](http://www.ozow.com).

### ANNEXURE 2: PAYSHAP

#### 1.	PAYSHAP SERVICE

1.1	Subject to the terms of the MSA and this Annexure 2, Ozow shall provide the Merchant with access to PayShap payment processing services, enabling Merchant to accept payments from Customers via the PayShap real-time payment rail.

1.2	PayShap Transactions are initiated by Customers using their PayShap ID or other Proxy Identifiers and are processed through the PayShap real-time payment rail operated by BankservAfrica in partnership with Sponsor Banks.

1.3	Settlement Timing. PayShap Transactions are processed in real-time or near real-time, subject to the operating hours and technical capabilities of the PayShap rail and Sponsor Banks. Ozow does not guarantee specific settlement timeframes and settlement is subject to the relevant provisions of the MSA relating to non-settlement and third-party provider dependencies.

1.4	Sponsor Bank Dependencies. The Merchant acknowledges and agrees that:

1.4.1	the PayShap service is dependent on Ozow's relationships with Sponsor Banks and BankservAfrica;

1.4.2	Sponsor Banks may impose requirements, restrictions, or processes that affect the provision of PayShap services, including documentation requests, risk mitigation measures, and fraud investigation processes;

1.4.3	Ozow will communicate any Sponsor Bank requirements to Merchant and Merchant must comply with such requirements to maintain access to PayShap services; and

1.4.4	Ozow may, in its sole discretion, activate or deactivate PayShap services from specific Sponsor Banks and will notify Merchant of any such changes.

#### 2.	HIGH RISK MERCHANT REQUIREMENTS

2.1	High-Risk Merchants. If the Merchant is classified as operating in a High-Risk industry in accordance with Schedule 2, the Merchant shall comply with all enhanced requirements set out in Schedule 2.

#### 3.	PAYSHAP TRANSACTION DISPUTES

3.1	Dispute Notification. The dispute handling provisions set out in clause 14 of the MSA apply in full to PayShap Transactions.

3.2	Confirmed Fraud. The provisions of the MSA regarding Confirmed Fraud and Wrong Doing (including clause 14.5 and clause 10) apply in full to PayShap Transactions.

3.3	PayShap Transaction reversals may be processed subject to:

3.3.1	technical capabilities of the PayShap rail;

3.3.2	Sponsor Bank and any other involved bank processes and requirements;

3.3.3	availability of the Merchant Float as provided in the relevant provisions of the MSA; and

3.3.4	any time limitations imposed by BankservAfrica or Sponsor Banks.

#### 4.	FEES AND SETTLEMENT

4.1	The fees payable by Merchant for PayShap services shall be as set out in the Order Form or, where not specified in the Order Form, as set out on Ozow's website at [www.ozow.com](http://www.ozow.com) in accordance with the pricing hierarchy provisions of the MSA.

4.2	Settlement of PayShap Transaction proceeds to Merchant's Nominated Account shall occur:

4.2.1	in accordance with the settlement schedules and processes of the relevant Sponsor Bank;

4.2.2	subject to the Merchant Float provisions of the MSA; and

4.2.3	net of all applicable Service Fees, refund amounts, and any amounts subject to set-off in accordance with the relevant provisions of the MSA.

4.3	If a PayShap Transaction fails due to:

4.3.1	incorrect or invalid PayShap ID or Proxy Identifier provided by Customer;

4.3.2	Customer's bank rejecting the Transaction;

4.3.3	Customer's bank account being closed or deemed closed;

4.3.4	insufficient funds in Customer's account; or

4.3.5	any other circumstance outside Ozow's reasonable control,
Ozow shall notify Merchant of the failed Transaction and Merchant acknowledges that Ozow bears no liability for such failure in accordance with the MSA non-settlement provisions.

#### 5.	PAYSHAP REFUNDS

5.1	Refund Processing. Refunds of PayShap Transactions may be processed subject to:

5.1.1	technical capabilities of the PayShap rail for refund processing;

5.1.2	Sponsor Bank processes and requirements;

5.1.3	sufficient Merchant Float to cover the refund amount plus applicable refund Service Fees; and

5.1.4	Merchant's instruction via the Ozow system or API.

5.2	Refund Timeframes. Where PayShap refunds are processed:

5.2.1	Ozow shall use commercially reasonable efforts to process refunds within the timeframes communicated to Merchant;

5.2.2	actual refund processing times are subject to Sponsor Bank and PayShap rail processing capabilities; and

5.2.3	Ozow does not guarantee specific refund timeframes and shall not be liable for delays caused by third-party systems in accordance with the MSA provisions.

5.3	Alternative Refund Processes. Where PayShap rail refund capabilities are not available or are insufficient, Ozow shall communicate alternative refund processes to Merchant, which may include refunds via other payment rails or methods.

### ANNEXURE 3: CARD PAYMENTS

#### 1.	CARD MERCHANT SERVICES

1.1	Ozow shall provide Card Merchant Services to the Merchant, enabling the acceptance and processing of Card Transactions in accordance with the terms of the MSA and this Annexure.

1.2	The Merchant acknowledges that Ozow has been appointed by the Acquirer as a Payment Facilitator for the purposes of facilitating Card Transactions on behalf of the Merchant. The Merchant agrees that Ozow's role as Payment Facilitator is subject to the terms and conditions imposed by the Acquirer and the applicable Card Schemes, and that Ozow's ability to provide Card Merchant Services is contingent upon the continuation of Ozow's appointment as Payment Facilitator by the Acquirer.

1.3	The Merchant acknowledges that Card Merchant Services are subject to the Card Scheme Rules, applicable laws, and the requirements of the Acquirer and any other relevant third-party service providers.

1.4	Ozow may, at its discretion, add or remove supported Card Schemes or Wallet Providers by providing reasonable notice to the Merchant.

#### 2.	ACTIVATION AND ONBOARDING

2.1	The Merchant shall complete all onboarding, KYC, and compliance requirements as notified by Ozow and/or the Acquirer prior to activation of Card Merchant Services.

2.2	Ozow may require the Merchant to provide additional information or documentation at any time to comply with Card Scheme, Acquirer, or regulatory requirements.

2.3	Ozow may suspend or terminate Card Merchant Services if the Merchant fails to meet onboarding or ongoing compliance requirements.

#### 3.	MERCHANT CATEGORY CODE

3.1	The Merchant shall assign and provide to Ozow the correct Merchant Category Code (MCC) applicable to the Merchant's business, as determined in accordance with the Card Scheme Rules.

3.2	The Merchant shall promptly notify Ozow in writing of any change to its business activities that may affect the applicable MCC, and shall not process Card Transactions under an incorrect or misleading MCC.

3.3	If the Merchant's MCC classifies the Merchant as operating in a Card High Risk Activity, the Merchant shall comply with any additional requirements in this MSA or as communicated by Ozow from time to time.

#### 4.	CARD SCHEME RULES AND COMPLIANCE

4.1	The Merchant shall comply with all applicable Card Scheme Rules, including but not limited to:

4.1.1	not engaging in any conduct prohibited by the Card Scheme Rules when accepting Card payments;

4.1.2	Abiding by and ensuring that all equipment and software used in connection with Card Transactions, and the storage and/or processing of Card data, comply with any payment card industry or payment application data security standards of any Card Scheme as may be applicable from time to time;

4.1.3	not acting as a payment facilitator, aggregator, or sub-merchant unless expressly authorised in writing by Ozow and the Acquirer;

4.1.4	not submitting Transactions on behalf of any third party or for any purpose other than the bona fide sale of goods or services by the Merchant to its customers;

4.1.5	not using Card Merchant Services for any illegal or prohibited activity, including but not limited to money laundering, gambling, or the sale of prohibited goods or services;

4.1.6	notifying Ozow immediately of any security breach, misuse, irregularity, suspected fraudulent transaction, or suspicious activities that may be connected with attempts to commit fraud or other illegal activity; and

4.1.7	cooperating fully with Ozow, the Acquirer, and Card Schemes in any investigation or audit relating to Card Transactions or compliance with Card Scheme Rules.

#### 5.	CARD ACCEPTANCE OBLIGATIONS

5.1	The Merchant shall accept all valid Cards presented by Cardholders for payment without imposing any minimum or maximum transaction amount limits, unless expressly permitted by the applicable Card Scheme Rules or agreed in writing with Ozow.

5.2	The Merchant shall not impose any surcharge, convenience fee, or additional charge on Cardholders for the use of a Card as a payment method, unless expressly permitted by Applicable Laws and the applicable Card Scheme Rules, and only with Ozow's prior written consent.

5.3	The Merchant shall clearly identify itself as the merchant at all Cardholder points of interaction, including on its website, payment pages, receipts, and transaction records, and shall not misrepresent the identity of the merchant in connection with any Card Transaction.

5.4	The Merchant shall inform Cardholders that the Merchant is solely responsible for the goods or services purchased, the fulfilment of orders, customer service, and the resolution of any disputes relating to the Card Transaction, and that Ozow acts only as a payment facilitator.

5.5	The Merchant shall not accept payment from a Cardholder for the purpose of depositing funds to the Cardholder's own account or any third-party account.

5.6	The Merchant shall not require any Cardholder to waive the Cardholder's right to dispute a Card Transaction in accordance with the applicable Card Scheme Rules.

#### 6.	MERCHANT WEBSITE REQUIREMENTS

6.1	The Merchant shall ensure that its website or application (as applicable) prominently displays the following information in accordance with the Card Scheme Rules:

6.1.1	the Card Scheme brand marks and logos for all accepted Card Schemes, in accordance with the brand guidelines of each Card Scheme;

6.1.2	a clear and complete description of the goods or services offered for sale;

6.1.3	the Merchant's return, refund, and cancellation policies;

6.1.4	pricing information, including all applicable taxes and charges, denominated in South African Rand;

6.1.5	the Merchant's delivery and fulfilment policies (where applicable);

6.1.6	the Merchant's privacy policy, which shall comply with Data Protection Laws;

6.1.7	the Merchant's legal entity name, registered address, and contact details (including a customer service email address and telephone number); and

6.1.8	any other information required to be displayed by the applicable Card Scheme Rules or Applicable Laws.

6.2	The Merchant shall notify Ozow in writing within three (3) Business Days of any change to the Merchant's website URL or the URL of any payment page through which Card Transactions are processed.

#### 7.	TRANSACTION AUTHORISATION

7.1	An authorisation obtained for a Card Transaction is valid only for the specific Transaction and amount for which it was obtained. The Merchant shall not use an authorisation obtained for one Transaction to process a different Transaction or a different amount.

7.2	The Merchant shall not split a single Card Transaction into two or more Transactions, or otherwise disguise the nature or amount of a Transaction, for the purpose of bypassing authorisation limits, fraud detection controls, or any other controls imposed by Ozow, the Acquirer, or the applicable Card Scheme.

7.3	All Card Transactions shall be processed in South African Rand (ZAR), unless otherwise agreed in writing between the Merchant and Ozow and permitted by the applicable Card Scheme Rules.

7.4	The Merchant acknowledges that the granting of an authorisation for a Card Transaction does not constitute a guarantee by Ozow, the Acquirer, or the Card Scheme as to the identity or authority of the Cardholder, the validity or genuineness of the Card, or the availability of funds in the Cardholder's account, and does not relieve the Merchant of any obligation under this Agreement or the Card Scheme Rules.

7.5	The Merchant shall not resubmit a declined Card Transaction more than four (4) times within any twenty-four (24) hour period. Repeated resubmission of declined Transactions in excess of this limit may result in fines imposed by the Card Scheme and the Merchant shall be liable for all such fines.

7.6	The floor limit for all Card Transactions processed through the Card Merchant Services shall be zero (R0.00), meaning that authorisation must be obtained for every Card Transaction regardless of the Transaction amount.

#### 8.	MERCHANT OBLIGATIONS AND WARRANTIES

8.1	In addition to the warranties and undertakings in the MSA, the Merchant warrants and undertakes that it:

8.1.1	shall implement and maintain appropriate security measures to protect Cardholder data and prevent unauthorised access, use, or disclosure thereof;

8.1.2	shall not make any warranty or representation regarding Card Merchant Services on behalf of Ozow, the Acquirer, or any Card Scheme;

8.1.3	shall not use the names, marks, trade names, or logos of Ozow, the Acquirer, or any Card Scheme except as expressly permitted in writing;

8.1.4	shall not take any action that could bring Ozow, the Acquirer, or any Card Scheme into disrepute;

8.1.5	has never had a merchant agreement or card acceptance agreement terminated at the instruction of any Card Scheme, Acquirer, or Regulator, and is not currently listed on any Card Scheme terminated merchant file (including the Mastercard MATCH list or any equivalent list maintained by any Card Scheme);

8.1.6	it shall not process a Refund to a Cardholder in respect of a Card Transaction where no prior Card Transaction with the same Cardholder exists;

8.1.7	it acknowledges and agrees that the Merchant shall remain liable for all applicable Processing Fees in respect of a Card Transaction notwithstanding that such Transaction is subsequently denied, reversed, charged back, or refunded;

8.1.8	it shall ensure that the Card Verification Value (CVV) or Card Verification Code (CVC) is transmitted with each authorisation request for Card-not-present Transactions, and shall not store, retain, or record CVV or CVC data in any form after the authorisation of the relevant Card Transaction, in accordance with PCI DSS requirements and Card Scheme Rules;

8.1.9	it shall retain all Card Transaction records, including proof of delivery of goods or services (where applicable), for a minimum period of one hundred and eighty (180) days from the date of the relevant Card Transaction, and shall provide copies of such records to Ozow within seven (7) Business Days of Ozow's request;

8.1.10	it shall disclose to Ozow, upon request, all existing or prior merchant agreements or card acceptance agreements entered into by the Merchant with any other financial institution, acquirer, or payment service provider;

8.1.11	it shall obtain and maintain adequate insurance cover appropriate to its business and the nature and volume of Card Transactions processed, and shall provide evidence of such insurance to Ozow upon request;

8.1.12	it shall notify Ozow in writing at least thirty (30) days prior to any change in the Merchant's business ownership, business classification, Merchant Category Code, or the nature of the goods or services offered by the Merchant, and the Merchant acknowledges that any such change that results in the Merchant being classified as engaging in Card High Risk Activities shall constitute a material change for the purposes of this Agreement; and

8.1.13	if the Merchant's annual Card Transaction volume exceeds the threshold prescribed by any Card Scheme for the requirement to enter into a direct merchant agreement with the Acquirer, the Merchant shall, upon notification by Ozow, enter into such direct merchant agreement with the Acquirer within the timeframe specified by Ozow or the Card Scheme, and shall cooperate fully with Ozow and the Acquirer in facilitating such transition.

#### 9.	PAYMENT TERMS, FEES, AND ROLLING RESERVE

9.1	The Merchant shall pay all Processing Fees, chargeback fees, penalty handling fees, refund fees, and any other applicable fees as set out in the Order Form and the MSA.

9.2	The rates applicable to Card Transactions shall be as set out in the Order Form or, where not specified in the Order Form, as set out on Ozow's website at [www.ozow.com](http://www.ozow.com), in accordance with the pricing hierarchy provisions of the MSA. Such rates represent the cost per Card Transaction, unless otherwise specified by Ozow in the Agreement or Order Form, and shall apply to all Card Transactions processed, regardless of the Card type, including (without limitation) card-not-present debit card transactions, credit card transactions, 3D Secure authenticated transactions, and non-3D Secure transactions (if and when non-3D Secure transactions are made available at Ozow's discretion).

9.3	The Merchant shall pay a chargeback fee of R350.00 (excluding VAT) per Chargeback (the "Chargeback Fee"). The Chargeback Fee is subject to change by Ozow from time to time to reflect changes in the chargeback fees imposed by the Acquirer and the applicable Card Schemes from time to time.

9.4	Where any fines or penalties are imposed by a Card Scheme as a result of the Merchant's non-compliance with this Agreement or the applicable Card Scheme Rules, the Merchant shall, in addition to the full amount of such fines or penalties, pay a penalty handling fee equal to one point zero five percent (1.05%) of the total invoiced penalty amount (the "Penalty Handling Fee").

9.5	For Merchants engaged in Card High Risk Activities, or where otherwise deemed applicable by Ozow in its discretion, Ozow may require the Merchant to provide a Rolling Reserve of up to ten percent (10%) of the Merchant's monthly Card Transaction turnover, to be held for a period of one hundred and eighty (180) days (the "**Holdback Period**"), as security against Chargebacks, fines, penalties, or other liabilities. The Rolling Reserve shall be released to the Merchant's Nominated Account on the first Business Day following the expiry of the one hundred and eighty (180) day period from the date on which the relevant funds were withheld, provided that no outstanding Chargebacks, fines, penalties, or other liabilities remain unresolved at such date.

9.6	Ozow reserves the right, at its discretion and upon prior written notice to the Merchant, to increase the amount of the Rolling Reserve or to request that any existing Rolling Reserve be supplemented or replaced at any time.

9.7	During the Holdback Period, Ozow shall not be obligated to release the Rolling Reserve. Ozow may, upon prior written notice to the Merchant, increase the Rolling Reserve percentage or extend the Holdback Period if, in Ozow's reasonable discretion:

9.7.1	Ozow identifies specific Card Transactions that are deemed suspicious;

9.7.2	the Card Transactions exhibit a high reversal or Chargeback rate; or

9.7.3	the Card Transactions present an increased risk of loss to Ozow.

9.8	Upon expiry of the Holdback Period (or any extended Holdback Period, as applicable), the Rolling Reserve shall be released to the Merchant's Nominated Account on the first Business Day following the expiry of such period, subject to Ozow's rights of set-off and deduction under this MSA and provided that no Chargebacks, fines, penalties, fees, refunds, or other liabilities (including contingent or reasonably anticipated liabilities) remain outstanding, unresolved, or unpaid. Ozow may retain from the Rolling Reserve such amounts as Ozow reasonably determines are necessary to secure any such liabilities and shall release any remaining balance in accordance with this clause.

9.9	Ozow's right to deduct applicable fees, chargebacks, fines, penalties, and other amounts due from the Merchant's settlements or Rolling Reserve shall be exercised in accordance with the MSA.

9.10	The Merchant shall remain liable for all amounts due in respect of chargebacks, fines, penalties, or other liabilities, even if such amounts exceed the funds held in the Rolling Reserve or settlements.

#### 10.	TRANSACTION LIMITS AND RISK CONTROLS

10.1	Ozow reserves the right, exercisable in its sole and absolute discretion, to restrict, limit, or decline specific Card Transactions or categories of Card Transactions, or to impose caps on the Merchant's aggregate Card Transaction volumes or values, at any time during the term of this Agreement (including as a condition of onboarding or Activation), for the purposes of fraud prevention, risk mitigation, compliance with Applicable Laws, Card Scheme Rules, or requirements of the Acquirer, Sponsor Banks, or Payment Participants, or the protection of Ozow's legitimate business interests.

#### 11.	REFUNDS AND CHARGEBACKS

11.1	The Merchant shall be responsible for processing all refunds to Cardholders in accordance with Card Scheme Rules and Merchant's refund procedures.

11.2	The Merchant shall ensure that it has sufficient funds in its account or Rolling Reserve to cover all refunds, chargebacks, and associated fees.

11.3	The Merchant acknowledges and agrees that it is responsible for all chargebacks and that Ozow shall be entitled to recover all or any chargebacks that are raised in relation to Transactions from the Merchant.

11.4	The Merchant's chargeback liability and Ozow's right of recovery are governed by clause 10.2 of the MSA.

11.5	The Merchant shall provide all documentation, information, and evidence requested by Ozow, the Acquirer, or Card Schemes in relation to any chargeback or dispute within the timeframes specified by Ozow (which shall not be less than 48 hours unless otherwise required by the Card Scheme Rules).

11.6	Failure to provide the required documentation or to respond within the specified timeframe may result in the Merchant being deemed to have accepted liability for the chargeback or dispute.

#### 12.	CHARGEBACK THRESHOLDS AND CORRECTIVE ACTIONS

12.1	The Merchant's Chargeback rate shall not exceed zero point nine percent (0.9%) of the total number of Card Transactions processed in any calendar month, or one hundred (100) Chargebacks in any calendar month, whichever is lower (the "**Chargeback Threshold**").

12.2	If the Merchant exceeds the Chargeback Threshold in any calendar month, Ozow shall notify the Merchant in writing and the Merchant shall, within ten (10) Business Days of such notification, provide Ozow with a written corrective action plan detailing the steps the Merchant will take to reduce its Chargeback rate below the Chargeback Threshold.

12.3	If the Merchant exceeds the Chargeback Threshold for two (2) or more consecutive calendar months, or if the Merchant fails to implement its corrective action plan to Ozow's reasonable satisfaction, Ozow may, without prejudice to any other rights under this Agreement, suspend or terminate Card Merchant Services in accordance with the MSA.

12.4	Where a Chargeback is disputed by the Merchant and cannot be resolved between the parties, the disputed Chargeback shall be submitted for arbitration with the relevant Card Scheme in accordance with the applicable Card Scheme Rules and/or Acquirer rules, and the Merchant shall bear all costs associated with such arbitration process.

#### 13.	CARD-SPECIFIC REFUND PROVISIONS

13.1	All Refunds of Card Transactions shall be settled between the Merchant and the Cardholder through the Card Scheme in accordance with the applicable Card Scheme Rules and Merchant refund procedures. The Merchant shall not provide cash refunds or refunds by any method other than a credit to the Card originally used for the Transaction, unless otherwise permitted by the applicable Card Scheme Rules.

13.2	The Merchant shall not refuse a reasonable Refund request from a Cardholder where the Merchant's refund policy, Card Scheme Rules, or Applicable Laws require such Refund to be processed. The Merchant shall process all Refunds through its website or application in accordance with its refund procedures and the applicable Card Scheme Rules.

13.3	The Merchant acknowledges that a Chargeback may be initiated by a Cardholder notwithstanding that a Refund has been issued for the relevant Card Transaction, and the Merchant shall remain liable for any such Chargeback in accordance with clause 10.2 of the MSA.

#### 14.	3D SECURE AND PCI DSS

14.1	The Merchant shall implement and maintain 3D Secure authentication for all Card-not-Present Transactions, as required by Card Scheme Rules and Ozow.

14.2	The Merchant shall be liable for all losses, chargebacks, and liabilities arising from Transactions where 3D Secure authentication is not used or is disabled by the Merchant.

14.3	The Merchant shall comply with all applicable PCI DSS requirements if/when the Merchant stores, processs, and/or transmits Cardholder data. 

14.4	Where applicable, the Merchant shall provide Ozow with evidence of PCI DSS compliance upon request and shall immediately notify Ozow of any actual or suspected non-compliance or data breach.

#### 15.	DIGITAL WALLETS

15.1	The Merchant acknowledges and agrees that Digital Wallet transactions (including but not limited to Apple Pay, Samsung Pay, and Google Pay) are processed as Card Transactions and are subject to all terms of this Annexure and the Card Scheme Rules.

15.2	The Merchant shall comply with the terms of service and acceptable use guidelines of all supported Wallet Providers, including but not limited to:

15.2.1	Apple's [Payments Terms and Conditions](https://www.apple.com/legal/applepayments/) and [Acceptable Use Guidelines](https://developer.apple.com/apple-pay/acceptable-use-guidelines-for-websites/);

15.2.2	Samsung's [Wallet Terms of Service](https://images.samsung.com/is/content/samsung/assets/ae/samsung_wallet/images/swallet_service_v2.pdf) and [General Terms of Service](https://images.samsung.com/is/content/samsung/assets/za/samsung-pay/Samsung_Pay-Terms_of_Service.pdf); and

15.2.3	Google's [Terms of Service](https://policies.google.com/terms), [Privacy and Terms](https://support.google.com/googlepay/answer/9039712) and [Business Console Additional Terms of Service](https://pay.google.com/intl/en_ZA/about/business/terms/).

15.3	The Merchant shall not take any action that would cause Ozow or the Acquirer to be in breach of any Wallet Provider terms or Card Scheme Rules.

15.4	Ozow reserves the right to add or remove supported Wallet Providers at any time by providing reasonable notice to the Merchant.

15.5	The Merchant shall not make any warranty or representation regarding Digital Wallet services on behalf of Ozow, the Acquirer, or any Wallet Provider.

15.6	The Merchant shall indemnify Ozow for any losses, fines, penalties, or liabilities arising from the Merchant's breach of any Wallet Provider terms or Digital Wallet requirements.

#### 16.	TERMINATION AND SUSPENSION (CARD-SPECIFIC)

16.1	In addition to the termination and suspension rights set out in the MSA, Ozow may immediately suspend or terminate Card Merchant Services (in whole or in part) if:

16.1.1	the Merchant is in breach of any Card Scheme Rules, PCI DSS requirements (where applicable), or Wallet Provider terms;

16.1.2	the Merchant is subject to excessive chargebacks, fraud, or suspicious activity as determined by Ozow, the Acquirer, or any Card Scheme;

16.1.3	the Acquirer or any Card Scheme directs Ozow to suspend or terminate the Merchant's Card Merchant Services;

16.1.4	the Merchant's Rolling Reserve is insufficient to cover anticipated chargebacks, fines, or liabilities; or

16.1.5	any other ground for immediate suspension or termination as set out in the Card Scheme Rules or required by Applicable Law arises.

16.2	Upon termination or suspension of Card Merchant Services, Ozow may withhold settlements, apply the Rolling Reserve, and take any other action necessary to protect itself, the Acquirer, or the Card Schemes from loss or liability.

#### 17.	AUDIT AND INSPECTION

17.1	The Merchant shall permit Ozow, the Acquirer, and/or Card Schemes, and their respective representatives to audit and inspect the Merchant's premises, systems, records, and procedures relating to Card Merchant Services upon reasonable notice.

17.2	The Merchant shall cooperate fully with any such audit or inspection and provide all information and assistance reasonably requested.

#### 18.	DATA PROTECTION (CARD-SPECIFIC)

18.1	In addition to the confidentiality and data protection obligations set out in the MSA, the Merchant shall:

18.1.1	not disclose, use, or process Cardholder data except as strictly necessary to perform its obligations under this Annexure and in compliance with all applicable laws and Card Scheme Rules;

18.1.2	not sell, rent, or transfer Cardholder data to any third party except as expressly permitted by the Card Scheme Rules and with Ozow's prior written consent;

18.1.3	permit Ozow, the Acquirer, and Card Schemes to disclose information about the Merchant, its Transactions, and its compliance status to each other and to regulatory authorities as required; and

18.1.4	immediately notify Ozow of any actual or suspected data breach, unauthorised access, or compromise of Cardholder data.

### ANNEXURE 4: CRYPTO PAYMENTS

#### 1.	DESCRIPTION OF CRYPTO PAYMENT SERVICES - FOR “CRYPTO PAYMENTS PRODUCT”

1.1	Nature of Services

1.1.1	The Crypto Payment Services enable Customers to make payments to the Merchant using Cryptocurrency.

1.1.2	Ozow facilitates such payments by integrating with Third-Party Wallet Providers who provide the underlying infrastructure, custody, and processing capabilities for Cryptocurrency transactions.

1.1.3	The Merchant acknowledges and agrees that Ozow does not itself operate Crypto Wallets, custody Cryptocurrency, or directly interact with Blockchain networks, and that all Cryptocurrency payment processing is dependent upon Third-Party Wallet Providers.

1.1.4	For the purposes of this Annexure 4, “Fiat Currency” means: the traditional government-issued money, which for the purposes of this Annexure 4 is the South African Rand (ZAR).

1.2	Supported Third-Party Wallet Providers

1.2.1	Ozow shall determine, in its sole discretion, which Third-Party Wallet Provider are supported through the Crypto Payment Services from time to time.

1.2.2	Ozow may add or remove supported Third-Party Wallet Providers at any time by providing the Merchant with reasonable prior written notice, provided that Ozow shall not be required to provide notice where the addition or removal is necessitated by:

1.2.2.1	changes in Applicable Laws or regulatory requirements;

1.2.2.2	termination or suspension of services by the Third-Party Wallet Provider;

1.2.2.3	security concerns, fraud risks, or technical issues affecting a particular Cryptocurrency; or

1.2.2.4	changes in market conditions or the viability of a particular Cryptocurrency.

1.3	Conversion to Fiat Currency

1.3.1	Cryptocurrency payments received from Customers shall be converted to South African Rand (ZAR) by the relevant Third-Party Wallet Provider in accordance with the conversion rates and processes established by such provider.

1.3.2	The Merchant acknowledges that Cryptocurrency conversion rates fluctuate and that the ZAR equivalent of a Cryptocurrency payment may differ from the value displayed to the Customer at the time of initiating the payment.

1.3.3	Settlement to the Merchant's Nominated Account shall be made in ZAR following conversion by the Third-Party Wallet Provider, subject to the settlement timelines specified in clause 4 below.

#### 2.	SETTLEMENT OF CRYPTO PAYMENTS

2.1	Settlement Process

2.1.1	Following successful processing of a Cryptocurrency payment by the Third-Party Wallet Provider:

(i)	the Third-Party Wallet Provider shall convert the Cryptocurrency to ZAR;

(ii)	Ozow shall receive the ZAR proceeds from the Third-Party Wallet Provider;

(iii)	 Ozow shall settle gross proceeds to the Merchant's Nominated Account; and

(iv)	Ozow shall invoice the Merchant for the Processing Fees.

2.2	Settlement Timing

2.2.1	Settlement of Crypto Payment proceeds to the Merchant's Nominated Account shall occur in accordance with the settlement schedules determined by the Third-Party Wallet Provider and/or Technology Service Provider and communicated to the Merchant by Ozow from time to time.

2.2.2	The Merchant acknowledges that settlement timelines for Cryptocurrency payments are typically longer than settlement timelines for other payment methods due to the technical requirements of Blockchain processing, Third-Party Wallet Provider processes, and/or Technology Service Provider and Cryptocurrency-to-Fiat Currency conversion processes.

2.2.3	Typical settlement timelines range from two (2) to five (5) Business Days from the date the Customer initiates the Cryptocurrency payment, but may be longer depending on Blockchain confirmation times, Third-Party Wallet Provider and/or Technology Service Provider processing schedules, and other factors outside Ozow's control.

2.3	Delays and Non-Settlement

2.3.1	The Merchant acknowledges and agrees that Ozow shall not be liable for any delays in settlement or non-settlement of Cryptocurrency payments arising from:

2.3.1.1	delays or failures in Blockchain network processing or confirmation;

2.3.1.2	delays or failures by Third-Party Wallet Providers and Technology Service Providers;

2.3.1.3	fluctuations in Cryptocurrency conversion rates or liquidity constraints;

2.3.1.4	regulatory actions affecting Cryptocurrency, Crypto Wallets, or Third-Party Wallet Providers;

2.3.1.5	security incidents, fraud, or suspicious activity identified by Third-Party Wallet Providers  and/or Technology Service Providers;

2.3.1.6	technical failures or outages affecting Blockchain networks, Third-Party Wallet Provider systems, or Technology Service Provider systems; or

2.3.1.7	any other cause outside Ozow's reasonable control.

2.4	The limitations on Ozow's liability set out in the MSA apply to the Crypto Payment Services.

#### 3.	THIRD-PARTY WALLET PROVIDER FRAMEWORK

3.1	Third-Party Wallet Provider Dependency

3.1.1	The Merchant acknowledges that the Crypto Payment Services are entirely dependent upon Third-Party Wallet Providers for custody, processing, conversion, and settlement of Cryptocurrency payments. The general provisions of the MSA relating to Technology Service Provider dependencies (clause 8.3) apply to Third-Party Wallet Providers.

3.2	Changes to Third-Party Wallet Providers

3.2.1	Ozow reserves the right to change, add, or remove Third-Party Wallet Providers at any time in its sole discretion.

3.2.2	Ozow shall provide the Merchant with reasonable prior written notice of any change that materially affects the Merchant's use of the Crypto Payment Services, except where immediate change is required due to:

3.2.2.1	termination or suspension of services by a Third-Party Wallet Provider;

3.2.2.2	security concerns or fraud risks;

3.2.2.3	regulatory requirements or changes in Applicable Laws; or

3.2.2.4	technical failures or service disruptions.

3.3	Suspension or Termination due to Third-Party Wallet Providers

3.3.1	Ozow may suspend or terminate the Crypto Payment Services (in whole or in part) with immediate effect if:

3.3.1.1	a Third-Party Wallet Provider terminates or suspends its relationship with Ozow;

3.3.1.2	a Third-Party Wallet Provider ceases to support a particular Cryptocurrency;

3.3.1.3	Applicable Laws or regulatory requirements prohibit or restrict the provision of Crypto Payment Services;

3.3.1.4	Ozow determines (in its reasonable discretion) that continuing to provide Crypto Payment Services represents an unacceptable risk to Ozow, the Merchant, or Customers; or

3.3.1.5	a Third-Party Wallet Provider imposes terms, conditions, or requirements that Ozow reasonably determines to be commercially unacceptable or operationally impractical.

3.3.2	Where Ozow suspends or terminates the Crypto Payment Services in accordance with this clause, Ozow shall not be liable to the Merchant for any losses, damages, or costs arising from such suspension or termination.

#### 4.	REGULATORY CONSIDERATIONS

4.1	The Merchant acknowledges that the regulatory treatment of Cryptocurrency as crypto assets in South Africa and internationally is evolving and subject to change.

4.2	Ozow makes no representation or warranty regarding:

4.2.1	the current or future regulatory status of Cryptocurrency, crypto assets, or the Crypto Payment Services;

4.2.2	the legality or permissibility of accepting Cryptocurrency payments in any particular jurisdiction or for any particular industry or business model; or

4.2.3	the compliance of Third-Party Wallet Providers with Applicable Laws or regulatory requirements.

#### 5.	REFUNDS AND REVERSALS

5.1	Limited Refund Capability

5.1.1	Due to the technical characteristics of Cryptocurrency and Blockchain technology, Cryptocurrency payments are generally irreversible once confirmed on the Blockchain.

5.1.2	Refunds of Cryptocurrency payments may only be processed:

5.1.2.1	if the Third-Party Wallet Provider supports refund functionality and agrees to process the refund;

5.1.2.2	if sufficient funds are available in the Merchant's Float or aggregated balance held by Ozow; and

5.1.2.3	in accordance with the refund processes and requirements established by the Third-Party Wallet Provider.

5.2	Refund Processing

5.2.1	Where the Merchant requests a refund of a Cryptocurrency payment:

5.2.1.1	Ozow shall submit the refund request to the relevant Third-Party Wallet Provider;

5.2.1.2	the Third-Party Wallet Provider shall determine (in its sole discretion) whether to process the refund;

5.2.1.3	if the Third-Party Wallet Provider agrees to process the refund, the refund shall be processed in accordance with the Third-Party Wallet Provider's refund procedures and timelines; and

5.2.1.4	Ozow shall deduct from the Merchant's Float, aggregated balance, or future settlements the full amount of the refund plus applicable Processing Fees for the refund transaction.

5.2.2	Ozow makes no representation or warranty that any refund request will be accepted or processed by the Third-Party Wallet Provider.

5.2.3	The Merchant shall be liable for all costs (if any) associated with processing refunds of Cryptocurrency payments, including any fees charged by Third-Party Wallet Providers.

5.3	Chargebacks Not Applicable

5.3.1	The Merchant acknowledges that cryptocurrency payments are not subject to chargeback processes or dispute resolution mechanisms equivalent to those applicable to Card Transactions.

5.3.2	If a Customer disputes a Cryptocurrency payment, the Merchant shall be solely responsible for resolving such dispute directly with the Customer in accordance with the Merchant's refund and returns policies.

### ANNEXURE 5: PAYOUTS

#### 1.	PAYOUTS SERVICE

1.1	In addition to receiving payments from Customers, Ozow provides a service to certain Merchants to process payments directly to Customers.

1.2	Payouts are made from a Merchant-specific float which shall be topped up by the Merchant in accordance with this Annexure.

1.3	Ozow shall utilize the relevant payment rails available at the time with its Sponsor Banks, subject to the processes, limits, and restrictions imposed by the respective Sponsor Banks, Regulators, payments industry, or Ozow, as applicable from time to time.

#### 2.	FLOAT MANAGEMENT

2.1	Float Requirement

2.1.1	Payouts are made from the Merchant's float, which float is held by Ozow in its banking account on the Merchant's behalf.

2.1.2	The Merchant acknowledges that a Payout will not be processed if the Merchant's float balance does not contain adequate funds to cover the Payout amount plus applicable fees.

2.2	Top-Up Process

2.2.1	The Merchant shall be responsible for monitoring its float balance and ensuring timely top-ups where necessary.

2.2.2	The Merchant may top up the float by transferring funds to Ozow's designated banking account in accordance with instructions provided by Ozow.

2.3	Non-Refundability

2.3.1	The Merchant acknowledges that, in order to ensure Ozow's compliance with Applicable Law, once money is received into Ozow's banking account for purposes of Payouts, such money is non-refundable to the Merchant and may not be used by Ozow for purposes other than:

2.3.1.1	processing Payouts to the Merchant's Customers;

2.3.1.2	deducting applicable fees for Payouts services; and

2.3.1.3	exercising set-off rights in accordance with the MSA.

2.3.2	Notwithstanding the above, in the event of termination of this Agreement or accidental overpayment by the Merchant, Ozow shall refund any relevant amounts in its float allocated to the Merchant to the Merchant's Nominated Account, to the extent it is able to do so in accordance with Applicable Law.

#### 3.	FEES

3.1	The fees payable by the Merchant for use of the Payouts service are set out in the Order Form or, where not specified in the Order Form, at Ozow's standard pricing published at [www.ozow.com](http://www.ozow.com).

3.2	For the avoidance of doubt, Ozow will allocate a Transaction in relation to pricing in accordance with the actual Payout type processed for the specific Transaction (e.g., standard payout, real-time payout, PayShap payout).

3.3	Failed Payouts

3.3.1	Where a Payout initiated by the Merchant is rejected due to any issue or circumstance outside Ozow's control (a "Failed Payout"), the Merchant shall be liable for R2.00 (excluding VAT) per Failed Payout Transaction.

3.3.2	Failed Payouts include, but are not limited to:

3.3.2.1	incorrect or invalid destination details (including, without limitation, bank account details) of the Customer being provided by the Merchant;

3.3.2.2	the destination provider (including, without limitation, the Customer's bank) rejecting the receipt of funds;

3.3.2.3	the Customer's designated payout destination being closed, inactive, invalid, or otherwise unable to receive funds;

3.3.2.4	the Customer not having a PayShap ID where PayShap is the selected payout method.

#### 4.	MERCHANT OBLIGATIONS AND WARRANTIES

4.1	The Merchant warrants that it shall:

4.1.1	obtain adequate documentation to verify the identity and payout destination information (including, without limitation, bank account information) of each Customer to whom a Payout will be made, and retain such documentation for a minimum period of five (5) years, or such longer period as may be imposed by Applicable Laws;

4.1.2	ensure adequate documentation is retained to evidence that there is a lawful purpose for each Payout to be made to a Customer;

4.1.3	provide accurate and complete Customer payout destination details (including, without limitation, bank account information) for each Payout instruction; and

4.1.4	ensure that only employees with adequate internal authorization to initiate Payouts have access to the Payouts service.

#### 5.	PAYOUT PROCESSING

5.1	Payout Instructions

5.1.1	The Merchant shall submit Payout instructions to Ozow via the Ozow platform or API in accordance with Ozow's technical specifications.

5.2	Processing Timeframes

5.2.1	Ozow shall process Payouts in accordance with the capabilities and timeframes of the applicable payment rail, which may vary depending on whether the Payout is processed via:

5.2.1.1	standard EFT payment rails;

5.2.1.2	real-time payment rails (where available); or

5.2.1.3	PayShap or other instant payment systems.

5.2.2	The Merchant acknowledges that actual settlement timing to the Customer is dependent on the receiving destination provider (including, without limitation, the receiving bank), the applicable payment infrastructure, and other factors outside Ozow's control.

5.3	Payout Confirmation

5.3.1	Ozow shall provide the Merchant with confirmation of Payout processing status via the Ozow platform or API.

5.3.2	The Merchant remains responsible for communicating with Customers regarding Payout processing and timing.

#### 6.	REFUNDS AND REVERSALS

6.1	Where a Payout requires reversal or correction due to Merchant error (including provision of incorrect Customer details), the Merchant shall be responsible for coordinating such reversal or correction with the affected Customer.

6.2	Ozow may, upon the Merchant's written request and subject to technical feasibility, assist with reversing or correcting erroneous Payouts, provided that:

6.2.1	sufficient funds are available in the Merchant's float to cover any costs associated with the reversal or correction; and

6.2.2	the reversal or correction is technically feasible through the applicable payment rail.

6.3	Any fees or charges incurred in processing reversals or corrections shall be borne by the Merchant.

### ANNEXURE 6: VOUCHER

#### 1.	APPLICATION AND SCOPE

1.1	This Annexure is a Product Annexure and, together with the MSA (including all other Annexures and Schedules), forms part of the Agreement between Ozow and the Merchant.

1.2	This Annexure governs the terms on which Ozow makes the Voucher Service available to the Merchant, enabling the Merchant to accept and redeem Vouchers from customers using voucher technology functionality integrated into Ozow's platform.

#### 2.	ACCESS TO THE VOUCHER SERVICE; THIRD-PARTY DEPENDENCIES

2.1	The Merchant's access to and use of the Voucher Service is subject to the prior approval of the relevant Technology Service Provider(s). If such approval is not granted, the Merchant will not be granted access to the Voucher Service.

2.2	The Voucher Service is dependent on the capabilities, actions, and availability of Technology Service Providers. The Technology Service Provider dependency framework set out in clause 8.3 of the MSA applies fully to Technology Service Providers in relation to the Voucher Service, and the Merchant shall have no claim against Ozow arising from any suspension, termination, or modification of the Voucher Service caused by the actions or failures of a Technology Service Provider.

2.3	Ozow may modify the Voucher Service from time to time, including implementing technical changes required by Technology Service Providers, and will use reasonable endeavours to notify the Merchant of material changes in advance.

#### 3.	VOUCHER REDEMPTION RULES

3.1	By activating the Voucher Service, the Merchant consents to accept Vouchers as a valid form of payment for its goods and services.

3.2	Voucher redemptions are final and irrevocable and may not be reversed, except as expressly contemplated in clause 5 (Voucher Refunds) of this Annexure.

3.3	The Merchant must not pay out or refund the value of a redeemed Voucher in cash or any equivalent form to the customer or any third party, except where required by applicable law.

3.4	The Merchant must provide goods or services to the full face value of the Voucher tendered and must not charge the customer any additional fee, surcharge, or premium solely because the customer chose to pay by Voucher.

3.5	The Merchant must not charge a higher price for goods or services when a Voucher is used as payment than it charges for the same or substantially similar goods or services in the ordinary course of its business.

3.6	The Merchant is prohibited from accepting Vouchers as payment for, or in connection with, the sale or distribution of prepaid airtime or prepaid electricity, or for the purpose of topping up a Digital Balance or any other wallet that facilitates the sale or distribution of prepaid airtime or prepaid electricity.

3.7	Ozow reserves the right to decline to process any Voucher transaction and will provide reasons for any such declination upon the Merchant's reasonable written request, to the extent lawfully permissible.

#### 4.	DIGITAL BALANCE

4.1	Where the Merchant elects to offer customers a Digital Balance facility, a customer may apply a portion of a Voucher's value as a prepayment into that customer's Digital Balance, to be used for future purchases of goods or services from the Merchant.

4.2	Where a customer loads funds into a Digital Balance via a Voucher, the Merchant must keep those voucher-funded amounts separate and distinct from any other funds held in the Digital Balance, unless all funds in the Digital Balance were also prepaid by means of a Voucher.

4.3	The Merchant must not permit a customer to withdraw funds deposited into a Digital Balance by means of a Voucher until those funds have first been applied toward the purchase of goods or services from the Merchant.

#### 5.	VOUCHER REFUNDS

5.1	If the Merchant intends to offer refunds in respect of Voucher transactions, Ozow will communicate the applicable refund process and any associated commercials to the Merchant prior to implementation.

5.2	Where a refund is to be issued in respect of a fully redeemed Voucher transaction, Ozow may facilitate the refund by arranging for the issuance of a new Voucher to the customer to the value of the original redeemed Voucher.

5.3	For the purpose of facilitating Voucher refunds, the Merchant hereby appoints Ozow as its agent to receive funds into Ozow's designated bank account, to hold those funds on the Merchant's behalf, and to settle amounts to the relevant Technology Service Provider on the Merchant's instruction, in order to give effect to the Voucher refund.

5.4	Voucher Float

5.4.1	Prior to initiating any Voucher refund, the Merchant must confirm that its Voucher Float is sufficient to cover the full value of the refund. Refunds will not be processed if the Voucher Float is insufficient.

5.4.2	Once funds have been deposited into the Voucher Float, those funds are non-refundable to the Merchant and may only be applied toward the processing of Voucher refunds to customers.

5.4.3	No Voucher Fee is payable in respect of the refund transaction itself. The Voucher Float will be debited by the full face value of the original redeemed Voucher, excluding any Voucher Fee already paid in respect of the initial redemption transaction.

5.5	The Voucher Float is subject to, and must be read together with, the Float provisions set out in clause 7.2 of the MSA.

#### 6.	MERCHANT OBLIGATIONS

6.1	The Merchant must cooperate fully in any investigation relating to the Voucher Service, provide any information that Ozow or a Technology Service Provider reasonably requests, and consents to Ozow disclosing such information as required for that purpose or as required by applicable law.

6.2	The Merchant must provide Ozow with such depersonalised statistical data and reports relating to its customers as Ozow may reasonably request from time to time, and consents to Ozow sharing such information with Technology Service Providers or as required by applicable law.

6.3	The Merchant is solely responsible for any fraud occurring on or originating from its network or systems, or resulting from the acts or omissions of the Merchant, its personnel, agents, or related third parties in connection with the Voucher Service.

6.4	The Merchant must implement appropriate technical and operational safeguards to ensure that only customers located within South Africa are able to redeem Vouchers, and to comply with all applicable laws in this regard.

6.5	The Merchant is solely responsible for calculating, collecting, and remitting any applicable value-added tax (VAT) payable to the South African Revenue Service in respect of goods or services for which a Voucher is used as payment.

#### 7.	VOUCHER FEES

7.1	Voucher Fees are calculated as a percentage of the face value of each Voucher redeemed, as set out in the Order Form or as otherwise communicated by Ozow in writing. Ozow may either deduct the applicable Voucher Fee from settlement amounts prior to remitting them to the Merchant, or may invoice the Merchant monthly, at Ozow's election. VAT is applicable to all Voucher Fees.

7.2	Voucher Fees form part of the Processing Fees governed by the MSA. The pricing hierarchy and payment terms set out in clause 6.2 of the MSA apply to Voucher Fees.

### ANNEXURE 7: WHATSAPP SERVICE

#### 1.	APPLICATION AND SCOPE

1.1	This Annexure is a Product Annexure and, together with the MSA (including all other Annexures and Schedules), forms part of the Agreement between Ozow and the Merchant.

1.2	This Annexure governs the terms on which Ozow makes the WhatsApp Service available to the Merchant for purposes of sending payment links to Customers through the WhatsApp for Business functionality.

#### 2.	THE WHATSAPP SERVICE

2.1	The WhatsApp Service includes the following:

2.1.1	payment links contained within a WhatsApp message;

2.1.2	customised WhatsApp message templates which will be agreed between Ozow and the Merchant;

2.1.3	the following WhatsApp Messaging Metrics (Ozow reserves the right to amend, remove or add to this list at its discretion):

2.1.3.1	Number of messages per Merchant 

2.1.3.2	Status of messages i.e., Read, Sent, Failed

2.1.3.3	Outbound success rate %

2.1.3.4	Number of opt outs

2.1.3.5	Number of payments made

2.1.3.6	Conversion Rate %

2.2	The Merchant will be able to access the WhatsApp Service through the Ozow dashboard, or via any other platform provided by Ozow in due course, through which the Merchant will be able to send individual WhatsApp messages or a bulk message request. 

#### 3.	MERCHANT OBLIGATIONS

3.1	Before using the WhatsApp Service, the Merchant must ensure that: (a) Customers are informed that payment-related messages may be sent via WhatsApp using Ozow as the Merchant's service provider; (b) any required Customer consents, notices and permissions have been obtained and recorded; and (c) each WhatsApp message clearly identifies the Merchant as the sender of the payment request.

3.2	 The Merchant must ensure that all WhatsApp communications sent to its Customers using the WhatsApp Service are accurate, complete, not misleading, clearly identify the Merchant as the sender of the payment request or communication, and comply with all applicable laws, regulations, industry codes and platform requirements.

3.3	The Merchant is responsible for the content and accuracy of each WhatsApp message submitted for transmission through the WhatsApp Service, and indemnifies and holds Ozow harmless against all Merchant and third-party loss, damages, claims, liability and costs arising out of any breach by the Merchant of the terms set out in in this Annexure or from any message content supplied by the Merchant.

#### 4.	OZOW OBLIGATIONS

4.1	This service does not entitle the Merchant to WhatsApp services other than sending payment links to its Customers.

4.2	The WhatsApp Service is subject to the terms and conditions applied by WhatsApp (Meta Platforms Inc. ("**Meta**")) from time to time, including any policies, processes or directives issued by it (which includes those accessible at https://business.whatsapp.com/policy).

4.3	Ozow will use its reasonable endeavours to ensure that the WhatsApp message template complies with the terms and conditions applied by Meta. 

4.4	Ozow will ensure that each WhatsApp message contains an indication of its source, which will be the Ozow WhatsApp account. 

4.5	Ozow cannot guarantee that the WhatsApp Service will be uninterrupted, or without defects or errors. Ozow has no liability for any losses that may be suffered by the Merchant that results from a failure by a Technology Service Provider, a third-party service provider, Meta, or for acts outside of Ozow's control.

4.6	Ozow cannot guarantee that the Customer will open the WhatsApp message or click on the payment link.

4.7	Ozow will notify the Merchant of any changes to the WhatsApp Service which result from changes to the WhatsApp (Meta) terms and conditions, or any of its policies, processes or directives. 

#### 5.	CUSTOMER RIGHTS 

5.1	A Customer has the right to opt out of, or block the WhatsApp Service.

5.2	If a Customer blocks or opts out of the WhatsApp Service, Ozow will not be permitted to send WhatsApp messages to that Customer on behalf of the Merchant.

5.3	Ozow bears no liability to the Merchant where a Customer has opted out of the WhatsApp Service.

5.4	The Merchant will comply with the provisions of POPIA, when dealing with any Personal Information when using this service.

#### 6.	FEES

6.1	WhatsApp Service Fees form part of the Processing Fees governed by the MSA. The pricing hierarchy and payment terms set out in clause 6.2 of the MSA apply to WhatsApp Service Fees.

6.2	If the Merchant exceeds its Monthly Message Bundle, the Merchant will be charged for excess messages at the Out of Bundle Rate Per Message.

#### 7.	TERMINATION AND SUSPENSION

7.1	Ozow reserves the right to suspend or terminate the Merchant's access to the WhatsApp Service with immediate effect if:

7.1.1	the Merchant contravenes these terms and conditions or those of Meta  (accessible at https://business.whatsapp.com/policy); or

7.1.2	the number of Customers blocking or reporting the WhatsApp messages prejudices or is likely to prejudice Ozow’s WhatsApp account. 

7.2	Ozow shall use its best endeavours to provide reasonable notice prior to suspending or terminating the Merchant's access to the WhatsApp Service.

7.3	Ozow or the Merchant may terminate the WhatsApp Service for any reason on one month's written notice to the other. 

7.4	Regardless of any termination or suspension, the Merchant  will be billed for the full month of the WhatsApp Service and the Merchant will not be entitled to a refund of the onboarding fee. 

### ANNEXURE 8: BNPL - BUY NOW PAY LATER SERVICES

#### 1.	APPLICATION AND SCOPE

1.1	This Annexure governs the Merchant's use of the BNPL Product.

#### 2.	NATURE OF THE BNPL PRODUCT AND OZOW'S ROLE

2.1	The Merchant acknowledges and agrees that:

2.1.1	the BNPL Product is made available to Customers by the BNPL Provider, and not by Ozow;

2.1.2	Ozow's role is limited to facilitating the availability of the BNPL Product as a payment method within the Merchant's payment checkout environment and facilitating the related payment processing and settlement arrangements as contemplated in this Agreement;

2.1.3	Ozow does not provide, underwrite, or assume any responsibility for the BNPL Product and plays no role in assessing, determining, or approving any Customer's eligibility or suitability for the BNPL Product; and

2.1.4	any contract relating to periodic payment terms through an instalment plan or otherwise in respect of the BNPL Product is strictly between the relevant Customer and the BNPL Provider.

#### 3.	ACTIVATION AND AVAILABILITY

3.1	Ozow may, in its sole discretion, make the BNPL Product available to the Merchant for activation.

3.2	Activation of the BNPL Product may be subject to:

3.2.1	the Merchant completing Ozow's opt-in or activation process;

3.2.2	acceptance of any applicable pricing for the BNPL Product;

3.2.3	the Merchant satisfying such onboarding, technical, operational, risk, compliance, or commercial requirements as Ozow and/or the BNPL Provider may reasonably require from time to time; and

3.2.4	continued approval by Ozow and/or the BNPL Provider of the Merchant's use of the BNPL Product.

3.3	The Merchant may request activation of the BNPL Product by following the process communicated by Ozow from time to time.

3.4	Ozow may suspend, deactivate, modify, or discontinue the BNPL Product for the Merchant at any time, which includes where:

3.4.1	the BNPL Provider ceases to support the BNPL Product;

3.4.2	technical, legal, regulatory, operational, fraud, risk, or commercial considerations so require; or

3.4.3	the Merchant no longer satisfies the requirements for use of the BNPL Product.

#### 4.	SETTLEMENT AND PAYMENT

4.1	The Merchant acknowledges and agrees that settlement in respect of Transactions processed using the BNPL Product shall occur in accordance with the settlement cycle applicable to the BNPL Product as communicated by Ozow to the Merchant from time to time.

4.2	Without limiting clause 7 of the MSA, the Merchant acknowledges that settlement timing for the BNPL Product may differ from the settlement timing applicable to other Services and may be affected by the BNPL Provider's processes, Payment Participants, and factors outside Ozow's control.

4.3	Ozow shall be entitled to settle Transaction proceeds relating to the BNPL Product either:

4.3.1	as the full Transaction amount, without deduction; or

4.3.2	after deduction of applicable Processing Fees or other amounts owing by the Merchant to Ozow,
in each case as determined by Ozow from time to time and in accordance with the MSA.

4.4	Any fees applicable to the BNPL Product shall be as set out in the Order Form or as otherwise communicated in writing by Ozow to the Merchant from time to time.

4.5	Ozow may amend pricing applicable to the BNPL Product on notice to the Merchant in accordance with the MSA or any applicable pricing addendum.

#### 5.	MERCHANT OBLIGATIONS

5.1	The Merchant shall:

5.1.1	ensure that the BNPL Product is displayed and presented to Customers strictly in accordance with Ozow's and/or the BNPL Provider's integration, operational, branding, marketing, and checkout requirements as may be communicated from time to time;

5.1.2	not make any representation to any Customer regarding the BNPL Product that is false, misleading, inaccurate, unauthorised, or inconsistent with information supplied or approved by Ozow and/or the BNPL Provider;

5.1.3	not represent that Ozow provides, underwrites, or assume any responsibility for the BNPL Product and plays no role in assessing, determining, or approving any Customer's eligibility or suitability for the BNPL Product;

5.1.4	provide such information and assistance as Ozow may reasonably require in connection with the activation, operation, support, risk management, fraud prevention, or deactivation of the BNPL Product; and

5.1.5	promptly implement any updates, changes, or operational requirements communicated by Ozow in relation to the BNPL Product.

#### 6.	PROHIBITED BUSINESSES

6.1	The Merchant acknowledges that certain categories of business activities, goods, services, or Transactions may be prohibited or restricted in connection with the BNPL Product, whether by reason of the BNPL Provider's requirements, Applicable Laws, or Ozow's risk and compliance policies. Ozow shall not be obliged to make the BNPL Product available to the Merchant where the Merchant's business falls within any such prohibited or restricted category.

6.2	Ozow may, in its sole discretion, decline to activate, or immediately suspend or deactivate, the BNPL Product for the Merchant where Ozow reasonably determines that the Merchant's business, goods, services, or Transactions fall within a prohibited or restricted category, or otherwise pose unacceptable legal, fraud, operational, reputational, or credit risk in relation to the BNPL Product or if requested by the BNPL Provider.

#### 7.	CUSTOMER TERMS AND APPROVALS

7.1	The Merchant acknowledges that Customers using the BNPL Product may be required to accept the BNPL Provider's terms and conditions and complete the BNPL Provider's approval process before a Transaction can be completed using the BNPL Product.

7.2	Ozow makes no representation or warranty that any Customer will be approved to use the BNPL Product.

#### 8.	MERCHANT INFORMATION SHARING

8.1	The Merchant authorises Ozow to disclose to the BNPL Provider such information relating to the Merchant as is reasonably necessary to assess, enable, operate, administer, support, risk-manage, or deactivate the BNPL Product, in accordance with Applicable Laws, the MSA, the BNPL Providers internal policies and/or Ozow's internal policies.

8.2	The Merchant shall ensure that any information provided by it to Ozow in connection with the BNPL Product is true, accurate, complete, and not misleading in all material respects.

#### 9.	REFUNDS, REVERSALS AND DISPUTES

9.1	Refunds, reversals, cancellations, failed Transactions, and Transaction disputes relating to the BNPL Product may be dealt with in accordance with:

9.1.1	the MSA;

9.1.2	any process communicated by Ozow and/or the BNPL Provider from time to time; and

9.1.3	any requirements imposed by Payment Participants or other relevant third parties.

9.2	The Merchant acknowledges that the refund or reversal process applicable to the BNPL Product may differ from the process applicable to other Services.

#### 10.	LIABILITY AND RESPONSIBILITY

10.1	Without limiting clauses 7, 8 and 9 of the MSA, the Merchant acknowledges and agrees that Ozow shall not be responsible for:

10.1.1	any decision by the BNPL Provider to approve or decline any Customer for the BNPL Product;

10.1.2	the terms of any arrangement between the BNPL Provider and a Customer in relation to the BNPL Product;

10.1.3	any failure, delay, suspension, or unavailability of the BNPL Product caused by the BNPL Provider or any third party on whom the BNPL Product depends; or

10.1.4	any Customer dispute arising from the Customer's agreement with the BNPL Provider.

### ANNEXURE 9: LENDING PRODUCT

#### 1.	APPLICATION AND SCOPE

1.1	This Annexure governs the terms on which Ozow introduces the Lending Product to the Merchant through Ozow's platform, dashboard, channels, or other merchant touchpoints, as an introducing channel for funding products offered by the Lending Provider.

#### 2.	ACCESS TO THE LENDING PRODUCT; THIRD-PARTY DEPENDENCIES

2.1	The Merchant acknowledges that access to and use of the Lending Product is dependent on the availability, requirements, processes, approvals, systems, and continued support of the Lending Provider and any other relevant third parties.

2.2	Ozow does not control and is not responsible for the availability, features, functionality, application flow, product terms, or continued offering of the Lending Product by the Lending Provider.

2.3	Ozow may introduce the Lending Product to the Merchant from time to time, but does not guarantee that the Lending Product will be continuously accessible to the Merchant or that the Merchant will remain eligible to access or use it.

#### 3.	OZOW'S ROLE

3.1	The Merchant acknowledges and agrees that Ozow introduces the Lending Product to the Merchant as an introducing channel only.

3.2	Ozow does not provide, underwrite, or assume any responsibility for the Lending Product and plays no role in the Lending Provider's assessment, determination, or approval of whether the Merchant is eligible or suitable for funding under the Lending Product.

3.3	Ozow does not provide financial, legal, tax, regulatory, or other advice in relation to the Lending Product and does not recommend or endorse that the Merchant should apply for or proceed with the Lending Product.

3.4	Ozow owes no fiduciary, advisory, or duty-of-care obligation to the Merchant in relation to the Lending Product, and nothing in this Annexure or the Agreement shall be construed as giving rise to any such duty.

#### 4.	DIRECT RELATIONSHIP BETWEEN MERCHANT AND LENDING PROVIDER

4.1	If the Merchant wishes to proceed with the Lending Product, the Merchant shall apply directly to the Lending Provider and any application, offer, approval, funding arrangement, sale and purchase agreement, facility agreement, or other agreement relating to the Lending Product shall be concluded directly between the Merchant and the Lending Provider.

4.2	Ozow is not a party to any agreement between the Merchant and the Lending Provider in relation to the Lending Product and does not become a third-party beneficiary or assume any obligations under such agreement.

4.3	The Merchant acknowledges that the Lending Provider's own terms, privacy notices, onboarding requirements, eligibility criteria, underwriting criteria, application processes, and operational requirements shall apply to the Lending Product.

#### 5.	NO RESPONSIBILITY FOR LENDING PRODUCT

5.1	Without limiting any other provision of this Agreement, Ozow shall have no responsibility or liability whatsoever for:

5.1.1	any preliminary, indicative, or in-principle offer, estimate, or funding indication made available to the Merchant through the Merchant's dashboard or otherwise in relation to the Lending Product; 

5.1.2	any decision by the Lending Provider to approve, decline, or not proceed with any Merchant application for the Lending Product;

5.1.3	the amount, pricing, duration, repayment terms, structure, or other terms of any offer made by the Lending Provider;

5.1.4	any disbursement, non-disbursement, delay, suspension, variation, enforcement, collection, or termination by the Lending Provider in relation to the Lending Product;

5.1.5	the performance by the Lending Provider or the Merchant of any agreement concluded between them in relation to the Lending Product; or

5.1.6	any act, omission, default, insolvency, or failure of the Lending Provider, howsoever arising.

5.2	The Merchant acknowledges that introduction to the Lending Product through Ozow does not guarantee that the Merchant will receive an offer, be approved, or receive funding from the Lending Provider.

5.3	Any preliminary, indicative, or in-principle offer, estimate, or funding indication made available to the Merchant through the Merchant's dashboard or otherwise in relation to the Lending Product is provided for information purposes only, is not binding on the Lending Provider, and remains subject to the Lending Provider's final review, approval, onboarding, and applicable product requirements.

#### 6.	MERCHANT INFORMATION SHARING

6.1	The Merchant authorises Ozow to disclose information relating to the Merchant to the Lending Provider, where reasonably necessary for purposes of:

6.1.1	Ozow introducing the Lending Product to the Merchant;

6.1.2	the Lending Provider generating preliminary, indicative, or in-principle offers;

6.1.3	the Lending Provider assessing the Merchant's eligibility for the Lending Product;

6.1.4	the Lending Provider processing or supporting any Merchant application in relation to the Lending Product;

6.1.5	administering, operating, supporting, or giving effect to the Merchant's product journey in relation to the Lending Product; and

6.1.6	compliance, fraud prevention, risk management, or operational requirements related to the Lending Product.

6.2	Such disclosure may include transaction-related information, profile information, compliance information, and such other Merchant information as is reasonably necessary for the above purposes, and shall be conducted in accordance with Applicable Laws and Ozow's privacy policy.

#### 7.	MERCHANT WARRANTIES AND ACKNOWLEDGEMENTS

7.1	The Merchant warrants, represents, and undertakes that:

7.1.1	any information provided by it to Ozow or the Lending Provider in connection with the Lending Product is true, accurate, current, complete, and not misleading in any material respect;

7.1.2	it shall promptly provide any additional information or assistance reasonably requested by Ozow or the Lending Provider in connection with the Merchant's access to or application for the Lending Product;

7.1.3	it shall independently assess the suitability of the Lending Product for its own business and circumstances; and

7.1.4	it shall comply with the Lending Provider's applicable onboarding, product, and operational requirements where it elects to proceed with the Lending Product.

#### 8.	AVAILABILITY, CHANGES, SUSPENSION, AND REMOVAL

8.1	Ozow may at any time, in its sole discretion and without liability to the Merchant:

8.1.1	suspend, remove, discontinue, modify, or restrict the availability of the Lending Product on Ozow's platform, dashboard, channels, or other merchant touchpoints;

8.1.2	change the flow, features, presentation, placement, or functionality through which the Lending Product is made available by Ozow; or

8.1.3	cease referring or introducing the Merchant to the Lending Provider.

8.2	Any suspension, removal, discontinuation, or change to the Lending Product introduced by Ozow shall not affect any agreement already concluded directly between the Merchant and the Lending Provider, which shall continue to be governed by its own terms.

#### 9.	PROHIBITED ACTIVITIES

9.1	The Merchant acknowledges that certain categories of business activities, goods, services, or Transactions may be prohibited or restricted in connection with the Lending Product, whether by reason of the Lending Provider's requirements, Applicable Laws, or Ozow's risk and compliance policies. Ozow shall not be obliged to introduce the Lending Product to the Merchant where the Merchant's business falls within any such prohibited or restricted category.

9.2	Ozow may, in its sole discretion, decline to make available, or suspend or remove access to, the Lending Product for the Merchant where Ozow reasonably determines that the Merchant's business, goods, services, or Transactions fall within a prohibited or restricted category, or otherwise pose unacceptable legal, fraud, operational, reputational, or credit risk in relation to the Lending Product.

#### 10.	INDEMNIFICATION

10.1	The Merchant indemnifies and holds harmless Ozow, its Affiliates, and Personnel against all losses, damages, liabilities, claims, costs, and expenses (including legal fees on an attorney and own client scale) arising directly or indirectly out of or in connection with:

10.1.1	any breach by the Merchant of its obligations under this Annexure;

10.1.2	any information provided by the Merchant to Ozow or the Lending Provider in connection with the Lending Product that is false, inaccurate, incomplete, or misleading;

10.1.3	any dispute, claim, or proceeding between the Merchant and the Lending Provider arising from or in connection with the Lending Product; and

10.1.4	any third-party claim arising from the Merchant's use of or reliance on the Lending Product.

10.2	This indemnity is in addition to, and without prejudice to, any other indemnities provided by the Merchant in this Agreement or any other Product Annexure.

#### 11.	NO EFFECT ON OZOW SERVICES

11.1	This Annexure applies only to the Merchant's access to the Lending Product through Ozow.

11.2	The Merchant's existing agreement(s) with Ozow, including this Agreement, Ozow's privacy policy, and all other applicable Product Annexures, remain in full force and effect in relation to the Merchant's use of Ozow's Services.

11.3	For the avoidance of doubt, the Lending Product is separate from Ozow's core payment services, and nothing in this Annexure shall be construed as varying Ozow's rights, obligations, or liability in respect of any other Service unless expressly stated otherwise.

### SCHEDULE 1: DEFINITIONS

**12. In this Agreement** (including the Master Service Agreement, the Product Annexures, and the Schedules), unless clearly inconsistent with or otherwise indicated by the context, the following terms shall have the meanings set out below:

12.1	"**3D Secure**" or "**3DS**" means the authentication protocol for Card-not-present Transactions as required by Card Schemes.

12.2	"**Acquirer**" means the financial institution or acquiring bank that is a member of a Card Scheme and processes Card Transactions for Merchants.

12.3	"**Activation**" means the completion of the integration of an Ozow Service with the Merchant's infrastructure, and the testing thereof, such that the Ozow Service commences live operation with that Merchant.

12.4	"**Affiliate**" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, through the ownership of voting securities, by contract or otherwise.

12.5	"**Aggregation**" means the collection and holding of funds by Ozow on behalf of the Merchant prior to settlement to the Merchant's Nominated Account, in Ozow's capacity as a TPPP.

12.6	"**Agreement**" or "**MSA**" means this Master Service Agreement, together with the Product Annexures, Schedules, and the Order Form.

12.7	"**Anti-Corruption Laws**" means the Prevention and Combating of Corrupt Activities Act 12 of 2004, as amended, and all other anti-corruption laws which may be applicable to the relevant party.

12.8	"**Applicable Laws**" means all and any present or future laws, statutes, regulations, rules, directives, notices, subordinate legislation, common law, binding court orders, judgments, decrees, industry codes, policy standards, directions, policies or orders that are given by a Regulator, in each case having the force of law, which apply to a party in connection with this Agreement and the Services.

12.9	"**API**" means application programming interface.

12.10	"**Blockchain**" means a distributed digital ledger technology that records cryptocurrency transactions across multiple computers in a manner designed to be secure, transparent, and resistant to modification.

12.11	"**BNPL Product**" means the Buy Now Pay Later service offered by the BNPL Provider, which enables eligible Customers to apply for and, if approved by the BNPL Provider, utilise periodic payment terms through a contract with the BNPL Provider when purchasing goods and/or services (if permitted) from the Merchant, and which is facilitated by Ozow as a payment method within the Merchant's payment checkout environment, as contemplated in Annexure 8.

12.12	"**BNPL Provider**" means the entity identified by Ozow to the Merchant from time to time as the provider of the BNPL Product.

12.13	"**Business Hours**" means 08h00 to 18h00 (South African Standard Time) on any Business Day.

12.14	"**Business Day**" means any day other than a Saturday, Sunday or gazetted public holiday in the Republic of South Africa.

12.15	"**Card**" or "**Payment Card**" means any valid credit, debit, or payment card issued by a Card Scheme and accepted by Ozow for the purposes of Card Merchant Services.

12.16	"**Card High Risk Activities**" means activities, industries, or business types that are classified as high-risk by any Card Scheme (including by reference to Merchant Category Codes or otherwise), by the Acquirer, or by Ozow's internal card-specific risk assessment processes, and includes (without limitation) activities subject to the Visa Brand Risk Merchant program, the Mastercard Business Risk Assessment and Mitigation (BRAM) program, or any equivalent program maintained by any Card Scheme from time to time.

12.17	"**Card Merchant Services**" means the card payment acceptance and processing services provided by Ozow to the Merchant as described in Annexure 3 (Card Payments), enabling the Merchant to accept and process Card Transactions in accordance with the Card Scheme Rules and the requirements of the Acquirer.

12.18	"**Card Scheme**" or "**Card Network**" means Visa, MasterCard, American Express, Diners Club, or any other card association or network supported by Ozow from time to time.

12.19	"**Card Scheme Rules**" means any and all applicable industry rules, regulations, standards, and operating guidelines issued by Card Schemes from time to time, including (without limitation) the Payment Card Industry Data Security Standards (PCI DSS), the Payment Application Data Security Standard (PA DSS), and the regulations and directives issued by relevant South African regulators and bodies, including applicable payment clearing house rules in effect at any given time.

12.20	"**Cardholder**" means a person to whom a Card has been issued by an Issuer or who is authorised to use the Card.

12.21	"**Chargeback**" means a Card Transaction that is reversed because the Cardholder has successfully disputed the transaction notwithstanding that authorization may already have been obtained for such transaction, and which is returned to the Acquirer and/or Ozow for resolution in accordance with the Card Scheme Rules, for reasons including (without limitation): transaction amount not authorized, Cardholder alleging non-participation in the transaction, non-authorization of the use of Card, non-receipt of goods or services, cancelled or uncompleted authorization, or suspected fraud.

12.22	"**Confidential Information**" means all information in whatever form (written, oral, visual, electronic, on tape, disk or otherwise) and of whatever nature relating to the party disclosing the Confidential Information (the Discloser) which is disclosed to the party receiving the Confidential Information (the Receiver) by the Discloser or which comes to the attention of the Receiver in connection with this Agreement including, without limitation: (a) any trade secret, information, process, technique, algorithm, computer program (source and object code), intellectual property, design, drawing, formula or test data relating to any research project, work-in-progress, future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to the Discloser, its present and future products, sales, suppliers, clients, customers, employees, partners, investors and contractual and financial arrangements; (b) Confidential Information of the Discloser's technology service providers, including information relating to third-party software, systems, payment infrastructure, fraud prevention tools, and other technology components used to provide the Services; and (c) the existence of this Agreement and its terms and conditions; but does not include information which: (d) is at the Effective Date, or subsequently becomes, public knowledge, other than by a breach by the Receiver of this Agreement; (e) the Receiver can establish to the reasonable satisfaction of the Discloser was known to the Receiver before this Agreement and that the Receiver was not under any fiduciary or other similar duty of confidentiality in respect thereof, or came to the attention of the Receiver after disclosure thereof by the Discloser, if the source of the information was not known by the Receiver to be bound by or subject to a confidentiality agreement with the Discloser or bound by fiduciary or other similar duties of confidentiality in respect thereof; or (f) the parties agree in writing is not Confidential Information.

12.23	"**Confirmed Fraud**" means a Transaction that was reported by a Customer or third party as fraud, or where Ozow's (or its Sponsor Bank's) transaction monitoring systems identified a Transaction as suspicious, and after subsequent investigation by Ozow or its Sponsor Bank, the Transaction was found to be, on a balance of probability, fraudulent and not voluntarily or intentionally performed by the Customer.

12.24	"**Crypto Payment Service**" means any  service provided by Ozow that involves or facilitates the use of Cryptocurrency including (without limitation) the processing of Cryptocurrency payments from Customers to the Merchant which may include through Third-Party Wallet Providers, Cryptocurrency-initiated Merchant float top-ups, and any other Cryptocurrency-related services offered by Ozow from time to time.

12.25	"**Crypto Wallet**" means a software program or digital application that stores public and private cryptographic keys and interacts with Blockchain networks to enable Customers to send and receive Cryptocurrency.

12.26	"**Cryptocurrency**" means a digital or virtual currency that uses cryptography for security and operates independently of a central bank, including (without limitation) Bitcoin, Ethereum, and other digital assets supported by Ozow from time to time.

12.27	"**Customer**" means a consumer or end-user who uses an Ozow Service to purchase goods or services from the Merchant, or to whom the Merchant makes a payment using an Ozow Service, and in the case of a legal person, an entity that makes use of an Ozow Service as contemplated in clause 3.1.2 of the MSA.

12.28	"**Data Protection Laws**" means all applicable data protection and privacy laws in South Africa from time to time, including (without limitation) the Protection of Personal Information Act 4 of 2013 (POPIA), the Promotion of Access to Information Act 2 of 2000, the Consumer Protection Act 68 of 2008, the Cybercrimes Act 19 of 2020, and the General Data Protection Regulation (EU) 2016/679 (GDPR) to the extent applicable.

12.29	"**Data Subject**" means the natural or juristic person to whom Personal Information relates, as contemplated in the Data Protection Laws.

12.30	**“Digital Balance”** means a prepaid balance account held by a customer with the Merchant into which a portion of a Voucher value may be deposited as a prepayment for future goods or services from the Merchant.

12.31	"**Digital Wallet**" means an online software application or electronic device that allows Customers to store digital payment credentials (including Card details) and make electronic transactions, including (without limitation) Apple Pay, Samsung Pay, Google Pay, and other similar digital payment services.

12.32	"**Effective Date**" means: (a) for Merchants entering into this Agreement on or after the date on which Ozow first makes this Agreement available to Merchants, the date on which the Merchant accepted this Agreement, whether by executing an Order Form or other agreement incorporating these terms, or by continued use of the Services; (b) for Legacy Merchants whose existing agreements are subject to amendment in accordance with clause 17.2 of the MSA, the date falling on the expiry of the notice period specified in the notice issued by Ozow to such Legacy Merchant in terms of clause 17.2 of the MSA; or (c) for Legacy Merchants whose existing agreements are not subject to amendment in accordance with clause 17.2 of the MSA, the date on which such Legacy Merchant executes a new Order Form or agreement incorporating this Agreement, or, if earlier, the date on which such Legacy Merchant is deemed to have accepted this Agreement in accordance with clause 17.3.1.4 of the MSA.

12.33	"**EFT**" means electronic funds transfer, being in the context of this Agreement the electronic transfer of money from Customers' bank accounts into the Merchant's Nominated Account.

12.34	"**Float**" means a prepaid balance held by Ozow on behalf of the Merchant to cover anticipated refunds, reversals, chargebacks, and service fees in relation to specific Services, as determined by Ozow from time to time.

12.35	"**Floor Limit**" means the maximum Card Transaction amount that may be processed without obtaining prior authorisation from the Card Scheme or Issuer.

12.36	"**High-Risk Merchant**" means a Merchant that is classified by Ozow as operating in a high-risk industry or otherwise determined to pose elevated risk in accordance with Schedule 2 (High-Risk Activities and Enhanced Requirements).

12.37	"**Incident**" means any unplanned interruption to, or reduction in the quality of, a Service, which is reported to the Ozow Service Desk by the Merchant or detected by Ozow.

12.38	"**Issuer**" means a financial institution that issues Cards under the authority of the relevant Card Scheme.

12.39	"**Legacy Merchant**" means a Merchant who entered into an agreement with Ozow for the provision of Services prior to the date on which Ozow first makes this Agreement available to Merchants, and whose existing agreement with Ozow is subject to the transitional provisions set out in clause 17.

12.40	"**Lending Product**" means the lending or funding product offered by the Lending Provider and introduced to the Merchant through Ozow's platform, dashboard, channels, or other Merchant touchpoints, as contemplated in Annexure 9.

12.41	"**Lending Provider**" means the entity identified by Ozow to the Merchant from time to time as the provider of the Lending Product.

12.42	"**Merchant**" means the entity to whom Ozow provides the Services, as identified in the Order Form or as otherwise registered with Ozow.

12.43	"**Merchant Category Code**" or "**MCC**" means the four-digit code assigned to a merchant by a Card Scheme or Acquirer to classify the type of goods or services provided by the merchant, as determined in accordance with the applicable Card Scheme Rules.

12.44	"**Nominated Account**" means the Merchant's South African bank account as specified in the Order Form or the KYC documentation provided to Ozow, or as otherwise notified to Ozow by the Merchant from time to time.

12.45	"**Order Form**" means the order form, addendum, or other agreement executed by the Merchant which incorporates this Agreement by reference and specifies the pricing or other commercial terms applicable to the Merchant for the Services.

12.46	"**Ozow**" means Ozow Proprietary Limited, a company incorporated under the laws of South Africa with registration number 2013/214663/07.

12.47	"**Ozow API**" means Ozow's application programming interface, being the software and set of functions and procedures which interface with Merchant applications to facilitate access to payment solutions and delivery of transaction confirmations to the Merchant.

12.48	"**Ozow Service Desk**" means Ozow's centralised support function responsible for receiving, classifying, and managing Service Requests and Incidents reported by the Merchant in accordance with Schedule 4.

12.49	"**Ozow Plugins**" means software components formulated by Ozow that add specific features to existing content management software on Merchant applications, the terms and conditions of which are set out in Schedule 3.

12.50	"**Ozow Service**" or "**Service**" means any service provided by Ozow to the Merchant pursuant to this Agreement, including (without limitation) the payment processing services described in the Product Annexures, and any other services or products offered by Ozow from time to time, as modified or enhanced by Ozow.

12.51	"**PayShap**" means the real-time payment rail operated by BankservAfrica enabling instant person-to-person and person-to-business payments.

12.52	"**PayShap ID**" means a unique identifier linked to a Customer's bank account used to facilitate PayShap payments.

12.53	"**PayShap Integration**" means the integration by Ozow with Sponsor Banks to process payments via the PayShap real-time payment rail.

12.54	"**PayShap Transaction**" means a Transaction processed through the PayShap payment rail.

12.55	"**Payment Facilitator**" means a third party registered with a Card Scheme and appointed by an Acquirer to facilitate Card Transactions on behalf of merchants, in accordance with the applicable Card Scheme Rules.

12.56	"**Payment Participants**" means the relevant banks, payment rails, Card Schemes, Digital Wallet providers, Crypto Wallet providers, and other third-party payment infrastructure involved in the settlement of funds and/or processing of Transactions.

12.57	"**Payment Scheme Rules**" means any and all applicable rules, regulations, standards, operating guidelines, and directives issued or imposed by Payment Participants, Sponsor Banks, payment clearing houses, BankservAfrica/PayInc, the Payment Association of South Africa, or any other payment system operator or regulatory body governing the processing, clearing, or settlement of Transactions, and includes (without limitation) the Card Scheme Rules.

12.58	"**Payout**" means a payment processed by Ozow on behalf of the Merchant to a Customer or other designated recipient using the Payouts service described in Annexure 5.

12.59	"**PCI DSS**" means the Payment Card Industry Data Security Standards regulating requirements for security management, policies, procedures, network architecture, and other critical protective measures, as published and updated from time to time by the Payment Card Industry Security Standards Council.

12.60	"**Person**" means any individual, firm, company, corporation, state or agency of a state, or any joint venture, partnership, association or incorporated or unincorporated body.

12.61	"**Personal Information**" means information relating to an identifiable, living, natural person, and where applicable, an identifiable, existing juristic person, as defined in POPIA and other applicable Data Protection Laws.

12.62	"**Personnel**" means, in relation to a party, any director, officer, employee, agent, consultant, contractor, subcontractor, licensors, service providers or other representatives of that party.

12.63	**“Prohibited Merchant”** is any person or entity that:

12.63.1	appears on the United States Department of the Treasury, Office of Foreign Assets Control (OFAC) Specially Designated Nationals List (SDN List), or is owned or controlled by any person or entity appearing on such list; or any equivalent sanctions or restricted party list maintained by a competent authority, including any South African regulatory authority; or

12.63.2	uses, or intends to use, the Services for any purpose that is illegal under the laws of the Republic of South Africa or any other jurisdiction in which the Merchant, its Customers, or its Transactions are located, including (without limitation) money laundering, operating a business without the requisite licenses or regulatory approvals, selling child pornography, distributing controlled substances, or trafficking in illegal firearms or weapons.

12.64	"**Plugin**" means any plugin, widget, button, or other software integration tool provided by Ozow to enable the Merchant to integrate Ozow's Services into the Merchant's website, application, or other digital platform.

12.65	"**Processing Fee**" means the fees charged by Ozow to the Merchant for the Services, as set out in the Order Form or as published on Ozow's website at [www.ozow.com](http://www.ozow.com), which fees do not include bank-imposed fees or charges which Ozow may on-charge from time to time.

12.66	"**Product**" means a specific category of Service governed by a Product Annexure, as listed in clause 26.1.1 of the MSA.

12.67	"**Product Annexure**" means any of the annexures attached to this Agreement (and as amended from time to time) which set out product-specific terms and conditions for a particular Service.

12.68	"**Proxy Identifier**" means an alias (such as a mobile number, email address, or ID number) linked to a Customer's bank account for purposes of initiating a PayShap Transaction.

12.69	"**Refund**" means a return of an amount to a Customer or the reversal of any other payment pursuant to an instruction from the Merchant to Ozow.

12.70	"**Regulator**" means any regulator, regulatory body or supervisory authority in South Africa (including the South African Reserve Bank, the Prudential Authority, the Financial Sector Conduct Authority, the Information Regulator, and the Payment Association of South Africa) with jurisdiction over the parties, or whose consent, approval or authority is required for a party to lawfully carry on any part of its business.

12.71	"**Rolling Reserve**" means a percentage of the Merchant's Card Transaction turnover held by Ozow for a specified period as security against chargebacks, fines, or other liabilities.

12.72	"**Service Request**" means a request or report logged by the Merchant with the Ozow Service Desk in accordance with Schedule 4, including Incident reports, support queries, and Change Requests.

12.73	"**Sponsor Bank**" means the relevant banking or financial institution which provides Ozow with access to payment rails, products, or services, or which acts as Ozow's sponsoring bank in relation to Ozow's registration as a TPPP or System Operator, including in relation to the PayShap payment rail.

12.74	"**Suspension**" means the temporary deactivation of one or more Services from the Merchant's infrastructure with immediate effect, during which period the Merchant shall not be entitled to any refunds and shall remain obligated to pay to Ozow any amounts duly outstanding and owing to Ozow.

12.75	"**Technology Service Provider**" means any third party that provides technology, software, infrastructure, payment rails, fraud prevention tools, or other services which are used by Ozow (whether directly or indirectly) in the provision of the Services to the Merchant, including (without limitation) card switches, payment orchestration platforms, Digital Wallet providers, Crypto Wallet providers, BNPL Providers, Lending Providers, fraud detection engines, and similar technology providers, but excluding the Merchant's own service providers.

12.76	"**Third-Party Wallet Provider**" means any third-party service provider that operates, manages, or provides Crypto Wallets, digital asset custody services, cryptocurrency exchange services, or other infrastructure necessary for the processing of cryptocurrency payments, including (without limitation) cryptocurrency exchanges, wallet providers, payment processors, and Blockchain service providers.

12.77	"**Transaction**" means a successfully completed transaction made by a Customer using an Ozow Service, or a payment made by the Merchant to a Customer using an Ozow Service, as applicable.

12.78	"**TPPP**" means a third party payment provider as defined in the National Payment System Act 78 of 1998.

12.79	"**VAT**" means value-added tax levied in terms of the Value-Added Tax Act 89 of 1991, as amended.

12.80	"**Voucher**" means a digital or prepaid voucher issued by or through a Technology Service Provider that may be tendered by a customer as a form of payment for goods or services from the Merchant.

12.81	"**Voucher Fee**" means the fee payable by the Merchant to Ozow in respect of each Voucher transaction processed via the Voucher Service.

12.82	"**Voucher Float**" means the funds deposited by the Merchant into Ozow's designated bank account and held by Ozow as agent on the Merchant's behalf, for the sole purpose of funding Voucher refunds issued to customers in terms of Annexure 6.

12.83	"**Voucher Service**" means the voucher acceptance and redemption service provided by Ozow to the Merchant, as described in Annexure 6.

12.84	"**Wallet Provider**" means any entity that provides Customers with access to a Digital Wallet, including (without limitation) Apple Inc. (Apple Pay), Samsung Electronics Co., Ltd. (Samsung Pay), Google LLC (Google Pay), and other similar providers.

12.85	"**Wrong Doing**" means: (a) where the Merchant was notified by Ozow of reported, alleged, or suspected fraud relating to a Transaction but the Merchant failed to apply reasonable efforts to place the underlying Transaction on hold as soon as possible in order to avoid unnecessary loss or damage; or (b) where there was Confirmed Fraud resulting from the Merchant's gross negligence or malicious intent, including any acts of the Merchant's employees or contractors.

### SCHEDULE 2: HIGH-RISK ACTIVITIES AND ENHANCED REQUIREMENTS

#### 1. INTRODUCTION

1.1	This Schedule sets out the industries and business activities classified by Ozow as High-Risk, together with enhanced verification, compliance, and risk mitigation requirements applicable to Merchants operating in such industries.

1.2	This Schedule 2 applies to Merchants utilizing any of the following Products (including without limitation):

1.2.1	Pay by Bank (Annexure 1), provided that, in respect of Pay by Bank services, the requirements of this Schedule 2 shall apply to API integrations only (as described in clause 2.2 of Annexure 1) and shall not apply to screen-scraping services (as described in clause 2.1 of Annexure 1), unless Ozow notifies the Merchant in writing, or amends this Agreement, that such requirements shall apply to all or certain screen-scraping bank integrations; and

1.2.2	PayShap (Annexure 2).

1.3	Failure to comply with the requirements set out in this Schedule 2 may result in suspension or termination of access to the affected Product(s) or to all Services in accordance with the MSA.

#### 2.	HIGH-RISK INDUSTRIES

2.1	Classification. The following industries and types of businesses are classified as High-Risk:

2.1.1	micro-lenders;

2.1.2	crypto asset traders, exchanges, or platforms;

2.1.3	investment services (including derivatives, structured deposits, contracts for difference, and similar financial instruments);

2.1.4	dealers in foreign exchange;

2.1.5	store of digital value (including vouchers, e-wallets, mobile money, and e-money services);

2.1.6	financial services generally (excluding services expressly exempted by Ozow in writing);

2.1.7	gambling, betting, and gaming services (online or offline); and

2.1.8	any other industries designated by Ozow as High-Risk from time to time and communicated to Merchant in writing.

2.2	Ozow Designation. In addition to the industries listed in clause 2.1, Ozow may designate any Merchant as High-Risk based on its own risk assessment, considering factors including but not limited to:

2.2.1	transaction volume and velocity;

2.2.2	chargeback or dispute rates;

2.2.3	Customer complaint patterns;

2.2.4	previous fraud or compliance incidents;

2.2.5	regulatory concerns; or

2.2.6	any other risk indicators identified by Ozow, Sponsor Banks, or Card Schemes.

2.3	Notification. Where Ozow designates a Merchant as High-Risk under clause 2.2, Ozow shall notify the Merchant in writing of such designation and the enhanced requirements that shall apply.

#### 3.	TRANSACTION-LEVEL VERIFICATION REQUIREMENTS

3.1	Customer Identity Verification. High-Risk Merchants shall:

3.1.1	verify the identity of every Customer when opening an account or onboarding the Customer, using government-issued identification documents or other identification methods approved by Ozow or Sponsor Banks;

3.1.2	maintain records of Customer identity verification for a minimum period of five (5) years from the date of verification or such longer period as required by Applicable Law; and

3.1.3	update Customer identity verification where required by Ozow, Sponsor Banks, or Applicable Law.

3.2	Verified ID as Proxy Identifier. Where High-Risk Merchants use proxy identifiers (such as mobile numbers, email addresses, or ID numbers) for payment initiation:

3.2.1	Merchants shall use only verified IDs as the proxy identifier for payment initiation;

3.2.2	the proxy identifier must be non-editable by the Customer during the payment initiation process in accordance with Ozow's technical requirements; and

3.2.3	Merchants shall implement technical controls to prevent Customers from manually altering or overriding proxy identifiers.

3.3	Account Verification Services. Where High-Risk Merchants use account numbers in payment flows:

3.3.1	Merchants must verify the Customer's bank account using an Account Verification Service (AVS) transaction prior to processing the payment Transaction; and

3.3.2	such verification must confirm that the account number is valid, active, and matches the Customer's verified identity.

3.4	Restriction on Third-Party Payments. High-Risk Merchants shall:

3.4.1	only credit the bank account of the paying Customer with funds received via Ozow Transactions (no payments to third-party accounts permitted);

3.4.2	verify that the accountholder name matches the Customer's verified identity before crediting any amounts;

3.4.3	only process payouts (including winnings, refunds, or withdrawals) to the related bank account of the paying Customer;

3.4.4	verify that the accountholder receiving the payout matches the Customer's verified identity; and

3.4.5	maintain records evidencing accountholder matching for all Transactions and payouts.

3.5	Ongoing Monitoring. High-Risk Merchants shall:

3.5.1	implement ongoing transaction monitoring systems to detect unusual or suspicious payment patterns;

3.5.2	promptly report any suspected fraud, money laundering, or other illegal activity to Ozow;

3.5.3	respond within twenty-four (24) hours to any queries from Ozow regarding suspicious Transactions; and

3.5.4	cooperate fully with Ozow and Sponsor Banks in investigating any flagged Transactions.

#### 4.	LICENSING AND REGISTRATION REQUIREMENTS

4.1	General Licensing. High-Risk Merchants must hold and maintain all licences, registrations, and authorizations required by Applicable Law to operate in their respective industries.

4.2	Financial Services Providers. Where the Merchant offers financial services, the Merchant must:

4.2.1	be registered as a Financial Service Provider (FSP) with the Financial Sector Conduct Authority;

4.2.2	where applicable, be registered as an Accountable Institution with the Financial Intelligence Centre; and

4.2.3	maintain a formal Risk Management and Compliance Programme (RMCP) approved by the Merchant's senior management.

4.3	Credit Providers. Where the Merchant offers loans or credit to Customers, the Merchant must be registered as a credit provider with the National Credit Regulator in accordance with the National Credit Act 34 of 2005.

4.4	Foreign Exchange Dealers. Where the Merchant provides foreign exchange services, the Merchant must:

4.4.1	be registered as an Authorised Dealer with the South African Reserve Bank;

4.4.2	be registered as an Accountable Institution with the Financial Intelligence Centre; and

4.4.3	maintain a formal Risk Management and Compliance Programme (RMCP) approved by the Merchant's senior management.

4.5	Crypto Asset Service Providers. Where the Merchant operates as a crypto asset service provider, the Merchant must:

4.5.1	be registered as an Accountable Institution with the Financial Intelligence Centre;

4.5.2	maintain a formal Risk Management and Compliance Programme (RMCP) approved by the Merchant's senior management; and

4.5.3	comply with all applicable regulations governing crypto asset services in South Africa.

4.6	Derivative Services. Where the Merchant provides derivative services, the Merchant must be registered as a Financial Service Provider for the appropriate category of business with the Financial Sector Conduct Authority.

4.7	Gambling and Betting. Where the Merchant provides gambling, betting, or gaming services, the Merchant must:

4.7.1	be registered as a Bookmaker or licensed operator with the Gambling and Racing Board of the applicable province(s);

4.7.2	be registered as an Accountable Institution with the Financial Intelligence Centre; and

4.7.3	maintain a formal Risk Management and Compliance Programme (RMCP) approved by the Merchant's senior management.

4.8	Store of Value Services. Where the Merchant offers store of value services (including digital wallets), the Merchant must:

4.8.1	be sponsored by a Sponsoring Bank for taking and holding deposits of third parties;

4.8.2	provide Ozow with a bank-issued account confirmation letter confirming the account where value is stored (pooling, aggregation, or trust account); and

4.8.3	acknowledge that, based on Ozow's and relevant Sponsor Bank's risk appetite, the Merchant may not be approved for specific Products within the Ozow service.

#### 5.	DOCUMENTATION REQUIREMENTS

5.1	High-Risk Merchants must provide Ozow with the following documentation prior to activation of Services or upon Ozow's request:

5.1.1	copies of all licences, registrations, and authorizations referenced in clause 4 above;

5.1.2	where applicable, copies of the Merchant's Risk Management and Compliance Programme (RMCP);

5.1.3	financial statements for the most recent financial year;

5.1.4	bank account confirmation letters evidencing Nominated Accounts;

5.1.5	proof of business registration and good standing;

5.1.6	identification documents for all directors, beneficial owners, and persons with significant control;

5.1.7	proof of physical business address; and

5.1.8	any other documentation reasonably requested by Ozow or Sponsor Banks for risk assessment purposes.

5.2	High-Risk Merchants shall:

5.2.1	update documentation provided to Ozow within ten (10) Business Days of any material change, including changes to licensing status, registration, beneficial ownership, or business activities;

5.2.2	provide updated financial statements annually or upon Ozow's request;

5.2.3	notify Ozow immediately if any licence, registration, or authorization is suspended, revoked, or materially restricted; and

5.2.4	respond to Ozow's requests for additional documentation within the timeframes specified by Ozow.

#### 6.	ENHANCED COMPLIANCE OBLIGATIONS

6.1	High-Risk Merchants shall:

6.1.1	implement and maintain robust anti-money laundering (AML) and counter-terrorism financing (CTF) policies and procedures appropriate to their industry;

6.1.2	conduct ongoing due diligence on Customers in accordance with risk-based approaches;

6.1.3	maintain transaction monitoring systems to detect suspicious activities;

6.1.4	report suspicious transactions to the Financial Intelligence Centre where required by Applicable Law; and

6.1.5	cooperate fully with Ozow and regulatory authorities in AML/CTF investigations.

6.2	High-Risk Merchants shall:

6.2.1	implement comprehensive Know Your Customer (KYC) procedures for all Customers;

6.2.2	verify Customer identity, address, and source of funds where appropriate;

6.2.3	maintain KYC records for a minimum of five (5) years from the date of the last Transaction or such longer period required by Applicable Law;

6.2.4	update KYC information where Customers' circumstances change materially; and

6.2.5	screen Customers against sanctions lists and politically exposed persons (PEP) databases where required by Applicable Law or Ozow's risk policies.

6.3	Ozow may impose transaction value limits, velocity limits, or other restrictions on High-Risk Merchants' use of Products, and Merchant shall comply with such limits as communicated by Ozow from time to time.

6.4	Audit and Inspection Rights. High-Risk Merchants shall:

6.4.1	grant Ozow, its auditors, and regulators the right to audit and inspect the Merchant's AML/CTF controls, KYC records, and compliance procedures upon reasonable notice;

6.4.2	provide access to relevant personnel, systems, and records during normal business hours; and

6.4.3	implement any remedial actions identified during audits within timeframes specified by Ozow.

#### 7.	SUSPENSION AND TERMINATION FOR HIGH-RISK MERCHANTS

7.1	In addition to the general suspension rights in the MSA, Ozow may immediately suspend Services to High-Risk Merchants if:

7.1.1	the Merchant fails to provide required documentation within specified timeframes;

7.1.2	any licence, registration, or authorization is suspended, revoked, or materially restricted;

7.1.3	the Merchant fails to comply with transaction-level verification requirements in clause 3 of this Schedule;

7.1.4	Ozow or Sponsor Banks identify patterns of suspicious Transactions;

7.1.5	the Merchant breaches any enhanced compliance obligation in clause 6 of this Schedule; or

7.1.6	continued provision of Services represents unacceptable risk to Ozow, Sponsor Banks, or the payment system.

7.2	Termination. Ozow may terminate Services to High-Risk Merchants if:

7.2.1	the Merchant fails to rectify grounds for suspension within fourteen (14) days of being notified (or such other reasonable period as Ozow may specify);

7.2.2	the Merchant is no longer licensed or authorized to operate in its industry;

7.2.3	the Merchant is subject to liquidation, business rescue, or insolvency proceedings;

7.2.4	regulatory authorities require or recommend termination of the Merchant relationship; or

7.2.5	Ozow reasonably determines that the Merchant's risk profile is incompatible with continued provision of Services.

#### 8.	INDEMNIFICATION

8.1.1	The Merchant hereby irrevocably and unconditionally indemnifies Ozow in full, and holds Ozow harmless, against all liabilities, costs, expenses, damages, and losses of whatsoever nature (including but not limited to any direct, indirect, and consequential losses) that Ozow may suffer or incur as a result of:

8.1.2	the Merchant's non-compliance with any requirement set out in this Schedule;

8.1.3	the Merchant's breach of any licensing, registration, or regulatory obligation;

8.1.4	any failure to implement or maintain required transaction-level verification measures;

8.1.5	any regulatory fines, penalties, or sanctions imposed on Ozow arising from the Merchant's activities or non-compliance; or

8.1.6	any claims by Customers, regulators, or third parties arising from the Merchant's High-Risk activities.

8.2	This indemnity is in addition to, and without prejudice to, any other indemnities provided by the Merchant in the MSA or Product Annexures.

#### 9.	UPDATES TO HIGH-RISK REQUIREMENTS

9.1	Ozow reserves the right to update, modify, or supplement the High-Risk industry classifications and enhanced requirements set out in this Schedule from time to time, including adding new industries, removing industries, or adjusting verification and compliance requirements.

9.2	Ozow shall notify Merchant in writing of any material updates to this Schedule, which updates shall take effect on the date specified in Ozow's notice.

9.3	Merchant's continued use of affected Products following such updates shall constitute Merchant's acceptance of and agreement to comply with the updated requirements.

9.4	Where updated requirements require material changes to Merchant's systems, processes, or operations, Ozow shall provide reasonable notice and implementation timeframes, taking into account the nature and scope of the changes required.

### SCHEDULE 3: PLUGIN TERMS AND CONDITIONS

#### 1.	APPLICATION

1.1	This Schedule 3 applies where the Merchant uses any Plugin provided by Ozow.

#### 2.	LICENCE GRANT

2.1	Subject to the Merchant's compliance with the MSA and this Schedule, Ozow grants to the Merchant a non-exclusive, non-transferable, revocable, limited licence to use the Plugins during the term of the MSA solely for the purpose of integrating Ozow's Services into the Merchant's digital platforms.

2.2	The licence granted in clause 2.1 does not include any right to:

2.2.1	modify, adapt, translate, or create derivative works of the Plugins;

2.2.2	reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Plugins;

2.2.3	sublicense, rent, lease, or distribute the Plugins to any third party; or

2.2.4	remove, alter, or obscure any proprietary notices on the Plugins.

#### 3.	MERCHANT OBLIGATIONS

3.1	The Merchant shall:

3.1.1	implement the Plugins in accordance with Ozow's technical specifications and integration guidelines as provided by Ozow from time to time;

3.1.2	ensure that the Plugins are used only in connection with legitimate transactions and in compliance with all Applicable Laws;

3.1.3	not use the Plugins in any manner that could damage, disable, overburden, or impair Ozow's systems or interfere with any other party's use of Ozow's Services;

3.1.4	promptly implement any updates, patches, or modifications to the Plugins as may be required by Ozow from time to time; and

3.1.5	notify Ozow immediately upon becoming aware of any unauthorized use of the Plugins or any security breach relating to the Plugins.

#### 4.	RESTRICTIONS

4.1	The Merchant shall not:

4.1.1	use the Plugins for any purpose other than as expressly authorized in the MSA and this Schedule;

4.1.2	distribute, sell, resell, license, sublicense, transfer, or assign the Plugins to any third party;

4.1.3	remove, obscure, or alter any copyright notices, trademarks, or other proprietary rights notices displayed on or through the Plugins;

4.1.4	use the Plugins in any manner that disparages or damages Ozow's reputation or goodwill;

4.1.5	represent to any third party that the Merchant has any proprietary interest in the Plugins or that the Merchant is authorized to grant licences or rights in respect of the Plugins; or

4.1.6	make the Plugins available to any third party except as expressly contemplated in the MSA.

#### 5.	PLUGIN AVAILABILITY AND MODIFICATIONS

5.1	Ozow provides the Plugins on an "as is" and "as available" basis.

5.2	Ozow does not warrant that:

5.2.1	the Plugins will be uninterrupted, error-free, or free from viruses or other harmful components;

5.2.2	the Plugins will be compatible with all browsers, devices, or operating systems; or

5.2.3	defects in the Plugins will be corrected.

5.3	Ozow reserves the right, in its sole discretion and without prior notice to the Merchant, to:

5.3.1	modify, update, or discontinue any Plugin at any time;

5.3.2	impose additional terms or conditions on the use of any Plugin; or

5.3.3	suspend or terminate the Merchant's access to any Plugin.

5.4	The Merchant acknowledges that Ozow may monitor the Merchant's use of the Plugins to ensure compliance with the MSA and this Schedule 3 and to improve the functionality and performance of the Plugins.

#### 6.	INTELLECTUAL PROPERTY

6.1	All Intellectual Property rights in and to the Plugins, including all modifications, enhancements, and derivative works thereof, are and shall remain the exclusive property of Ozow or its licensors.

6.2	The Merchant shall not acquire any right, title, or interest in or to the Plugins or any Intellectual Property rights therein, except for the limited licence expressly granted in clause 2.1 of this Schedule.

#### 7.	SUPPORT

7.1	Ozow shall provide technical support for the Plugins in accordance with Schedule 4 (Service Level Agreement).

7.2	The Merchant acknowledges that Ozow's support obligations are limited to the Plugins as provided by Ozow and do not extend to:

7.2.1	modifications or customizations made by the Merchant or any third party;

7.2.2	integration issues arising from the Merchant's systems, platforms, or infrastructure;

7.2.3	errors or malfunctions caused by the Merchant's failure to implement updates or follow Ozow's integration guidelines; or

7.2.4	issues arising from the use of the Plugins in combination with third-party software or services not approved by Ozow.

#### 8.	TERMINATION

8.1	Ozow may immediately suspend or terminate the Merchant's right to use any Plugin:

8.1.1	if the Merchant breaches any provision of this Schedule 3;

8.1.2	if Ozow reasonably believes that the Merchant's use of the Plugin poses a security risk to Ozow's systems or the systems of other merchants; or

8.1.3	upon termination of the MSA for any reason.

8.2	Upon termination of the Merchant's right to use any Plugin, the Merchant shall immediately:

8.2.1	cease all use of the Plugin;

8.2.2	remove the Plugin from all of the Merchant's websites, applications, and other digital platforms; and

8.2.3	destroy or return to Ozow all copies of the Plugin in the Merchant's possession or control.

#### 9.	LIABILITY

9.1	The Merchant's use of the Plugins is at the Merchant's sole risk.

9.2	To the maximum extent permitted by Applicable Law and subject to the MSA, Ozow disclaims all warranties, whether express or implied, in relation to the Plugins, including without limitation any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.3	The Merchant acknowledges and agrees that Ozow shall not be liable for any loss, damage, or expense arising from:

9.3.1	the Merchant's use of or inability to use the Plugins;

9.3.2	any interruption, suspension, or termination of the Plugins;

9.3.3	any errors, defects, or malfunctions in the Plugins;

9.3.4	any unauthorized access to or use of the Plugins; or

9.3.5	any third-party claims arising from the Merchant's use of the Plugins.

### SCHEDULE 4: SERVICE LEVEL AGREEMENT

#### 1.	APPLICATION AND SCOPE

1.1	This Service Level Agreement (SLA) applies to all Services provided by Ozow to the Merchant under the MSA and the Product Annexures.

1.2	This SLA sets out the performance standards, response times, support procedures, and service availability commitments applicable to the Services.

#### 2.	SYSTEM INTERFACE RESPONSE TIME

2.1	Ozow shall use reasonable endeavours to ensure that the System Interface Response Time for processing Transactions meets the following standards in a 12 (twelve) month cycle:

2.1.1	ninety-five percent (95%) of Transactions shall be processed with a System Interface Response Time of less than five (5) seconds; and

2.1.2	ninety-nine point five percent (99.5%) of Transactions shall be processed with a System Interface Response Time of less than ten (10) seconds.

2.2	For the purposes of this Schedule, "System Interface Response Time" means the time measured from when a Transaction request is received by Ozow's system to when a response is sent back to the Merchant's system.

2.3	The System Interface Response Time standards set out in clause 2.1 are subject to the exclusions and Contingencies set out in clause 4 below.

#### 3.	TRANSACTION PROCESSING

3.1	Ozow shall process Transactions in accordance with the specifications, procedures, and timelines set out in the applicable Product Annexure.

3.2	The Merchant acknowledges that Transaction processing times may vary depending on:

3.2.1	the specific Service and payment rail utilized;

3.2.2	the processes and requirements of Payment Participants, Sponsor Banks, Card Schemes, or other third parties;

3.2.3	the time of day the Transaction is initiated;

3.2.4	whether the Transaction is processed in real-time or batch mode;

3.2.5	public holidays and non-Business Days; and

3.2.6	other factors outside Ozow's reasonable control.

3.3	Ozow shall use reasonable endeavours to notify the Merchant of any delays or issues affecting Transaction processing, where such notification is reasonably practicable.

#### 4.	SERVICE AVAILABILITY

4.1	Contractual Availability Commitment

4.1.1	Ozow shall use reasonable endeavours to ensure that the Services are available ninety-eight percent (98%) of the time in any calendar month (the "Contractual Availability"), measured as set out in clause 4.2 below.

4.1.2	The Contractual Availability commitment is subject to the exclusions and Contingencies set out below.

4.2	Measurement of Availability

4.2.1	Availability in each calendar month shall be calculated as follows: Availability (%) = ((Scheduled Uptime - Unscheduled Downtime) / Scheduled Uptime) x 100.

4.2.2	For the purposes of clause 4.2.1:

4.2.2.1	"Scheduled Uptime" means twenty-four (24) hours per day, seven (7) days per week, except for periods of Scheduled Downtime;

4.2.2.2	"Scheduled Downtime" means the total number of minutes in a calendar month during which the Services are unavailable due to planned maintenance, upgrades, or other scheduled activities notified by Ozow to the Merchant in accordance with clause 4.4 below; and

4.2.2.3	"Unscheduled Downtime" means the total number of minutes in a calendar month during which the Services are unavailable for reasons other than Scheduled Downtime or Contingencies.

4.3	The Services shall be deemed "available" for purposes of this SLA when the Ozow system can be accessed and Transactions can be processed in substantial conformity with the MSA, the applicable Product Annexure, and the API documentation.

4.4	Contingencies (Exclusions from Availability Calculation)

4.4.1	The following events are excluded from the availability calculation and shall not constitute a breach of the Contractual Availability commitment (collectively, "Contingencies"):

4.4.1.1	any planned maintenance or emergency maintenance (for which Ozow shall notify the Merchant at least eight (8) Business Days prior, or as soon as reasonably possible, respectively);

4.4.1.2	any downtime, outage, interruption, failure, or unavailability as a result of, or caused by, any downtime, outage, interruption, failure, or unavailability of third-party services received by the Merchant, its Customers, and Ozow, including but not limited to electronic communications services, internet or telecommunications networks, banking infrastructure and services, Payment Participants, Sponsor Banks, Card Schemes, Technology Service Providers, payment rails, and any other third-party payment infrastructure and services; and

4.4.1.3	any other cause or circumstance beyond Ozow's reasonable control, including Force Majeure events, acts or omissions of the Merchant, and changes to Applicable Laws, Payment Scheme Rules, or regulatory requirements.

#### 5.	INCIDENT REPORTING AND RESPONSE

5.1	Incident Severity Levels

| Severity Level                                          | Example                                                                                                                                            | Target Initial Response Time | On-going Response Time | Mean Restoration Time | Mean Resolution Time |
| ------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | ---------------------- | --------------------- | -------------------- |
| **Critical:** No service available                      | A critical system failure that results in total loss of service or has a material impact on your ability to conduct day to day business operations | 30 minutes                   | Every hour             | 2 hours               | 24 hours             |
| **Severe:** Problem causing significant business impact | System Failure; Operating System Failure; Network Failure; Application Failure                                                                     | Within 1 hour                | Every 4 hours          | 4 hours               | 48 hours             |
| **Routine:** Impacts business                           | Transaction detail / status / reconciliation queries; Reconciliation queries; System configuration queries; Access queries to Ozow interfaces      | 24 hours                     | Every 2 Business Days  | N/A                   | 5 Business Days      |

5.2	Ozow must, until the Service Request or Incident is resolved, provide on-going responses or updates on regular intervals as set out in the table above.

5.3	For the purposes of this Agreement, Ozow must:

5.3.1	within the **Response Times**, provide feedback to the Merchant with its initial findings of the affected service (after assessment of the reported Incident or service as detailed in the Service Request);

5.3.2	within the **Restoration Times**, implement a temporary fix (or implement a temporary fix proposed to the Merchant for the Merchant to implement itself) to restore the affected service; and

5.3.3	within the **Resolution Times**, implement a permanent fix (or implement a permanent fix proposed to the Merchant for the Merchant to implement) in order to resolve the affected service.

5.4	If the Service Request cannot be resolved by the assigned analyst initially, the Service Request or Incident will be escalated internally and a more senior support analyst will be assigned to address the concern.

5.5	When reporting an incident, the Merchant should provide as much detail as possible, including:

5.5.1	a description of the issue or error;

5.5.2	the time the issue was first detected;

5.5.3	the specific Service affected;

5.5.4	any error messages or codes received;

5.5.5	the number of Transactions or Customers affected (if known);

5.5.6	steps already taken by the Merchant to attempt to resolve the issue; and

5.5.7	the business impact of the issue.

5.6	The Ozow Service Desk shall classify the Incident described in the Service Request in terms of Severity Levels and will assign the Service Request to the appropriate support analyst for resolution (for example operational, technical or fraud).

#### 6.	SUPPORT SERVICES

6.1	Support Channels

6.1.1	Ozow shall provide the Merchant with access to Ozow's support services during Business Hours via the following channels:

6.1.1.1	Email: <support@ozow.com>

6.1.1.2	Telephone: 011 054 4744

6.1.2	For Critical incidents outside of Business Hours, the Merchant may contact Ozow's emergency support line at 011 054 4744, or email on <support@ozow.com> / <emergency@ozow.com>.

6.2	Support Scope

6.2.1	Ozow's support services include:

6.2.1.1	assistance with integration and implementation of the Services;

6.2.1.2	troubleshooting and resolution of technical issues affecting the Services;

6.2.1.3	guidance on use of the Ozow API, Ozow Plugins, and other features of the Services;

6.2.1.4	incident reporting and management;

6.2.1.5	assistance with reporting, reconciliation, and Transaction queries;

6.2.1.6	general queries relating to the Services, this Agreement, or the Product Annexures; and

6.2.1.7	such other support services as Ozow may offer from time to time.

6.3	Any Service Requests that are not logged with the Ozow Service Desk fall outside the parameters and scope of this Agreement.  Ozow does not commit to any timeframes in which the underlying problem, error, issue or fault can be resolved or restored if the Merchant fails to follow the correct reporting procedure.

6.4	It is the responsibility of the Merchant to provide Ozow with written confirmation of any updated contact details, as well as receive written confirmation from Ozow that Ozow has received such updated contact details, in order to ensure that Ozow is able to respond to all Service Requests and Incidents in the appropriate response times.  In the event of any delays in responding to Service Requests and Incidents in the appropriate response times due to the failure by the Merchant to obtain written confirmation from Ozow that Ozow has received the Merchant's updated contact details, the Merchant shall not hold Ozow liable.

#### 7.	CHANGE REQUESTS

7.1	The Merchant may from time to time submit a request to Ozow, requesting changes to the services (**“Change Request”**). A Change Request may include, by way of example, ad hoc reporting requests not supported by Ozow interfaces, data dumps, process change requests, system enhancement and feature requests.

7.2	On receiving a Change Request, a nominated Merchant representative must consult with a nominated Ozow representative regarding issues arising from such Change Request, including the priority to be given to the Change Request.  Ozow must provide the Merchant with a written report describing:

7.2.1	the feasibility of the changes contemplated by the Change Request;

7.2.2	the proposed method of implementing the Change Request;

7.2.3	the effect that implementation will have on the services (if any);

7.2.4	the benefits to be derived by the parties from implementation of the Change Request;

7.2.5	any other options that may reasonably be considered to address the matter giving rise to the Change Request; and

7.2.6	any additional costs, expenses, remuneration or contributions which may be necessary as a result of the implementation of the Change Request.

7.3	A Change Request must not be implemented unless both parties provide its approval in writing to:

7.3.1	the proposed changes;

7.3.2	any additional costs, expenses, remuneration and contributions for which the Merchant may be liable; and

7.3.3	any change to the obligations of Ozow.