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<h2 style="margin-left:0px;">1. Merchant Terms &amp; Conditions</h2><p style="margin-left:0px;">This Stitch SaaS Services Agreement (“Agreement”) is entered into between Stitch Money (Pty) Limited with a place of business at at Unit 10, Canterbury Studios, 35 Wesley Street, Gardens, Cape Town ZA 8001 (“<strong>Company</strong>”) and the Customer here (“<strong>Customer</strong>”) (hereafter each referred to individually as “<strong>Party</strong>” and collectively as “<strong>Parties</strong>”). This Agreement includes the below Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations.</p>

1. Merchant Terms & Conditions

<h3 style="margin-left:0px;">1.1 Services and support</h3><p style="margin-left:0px;">Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the services described in accordance with the service level terms attached hereto.</p>

1.1 Services and support

<h3 style="margin-left:0px;">1.2 Restrictions and responsibilities</h3><p style="margin-left:0px;">Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services in writing); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.</p><p style="margin-left:0px;">Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect and which are available on request , and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.</p><p style="margin-left:0px;">Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.</p>

1.2 Restrictions and responsibilities

<h3 style="margin-left:0px;">1.3 Confidentiality; proprietary rights</h3><p style="margin-left:0px;">Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing obligations of the Receiving Party shall be discharged following a period of 5 years from the date that such Proprietary Information is disclosed. In addition, the foregoing obligations shall not apply to any information that (1) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.</p><p style="margin-left:0px;">Each of Company and the Customer shall maintain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “IP Rights”). Any rights granted to Customer to use the Services under this Agreements does not convey any additional rights in the Services or Software, or in any IP Rights associated therewith. Company shall exclusively own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, and (c) all IP Rights related to any of the foregoing. Customer shall own all right, title and interest in and to the Customer Data.</p><p style="margin-left:0px;">Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Customer grants to the Company a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Software or otherwise use any data, suggestions, enhancement requests, recommendations or other feedback it receives from the Customer.</p><p style="margin-left:0px;">No rights or licenses are granted except as expressly set forth herein.</p>

1.3 Confidentiality; proprietary rights

<h3 style="margin-left:0px;">1.4 Payment of fees</h3><p style="margin-left:0px;">Customer will pay Company the then applicable fees described for the Services and implementation services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.</p><p style="margin-left:0px;">Customer shall be required to pay the fees monthly in arrears on the last business day of each month. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services.</p>

1.4 Payment of fees

<h3 style="margin-left:0px;">1.5 Term and termination</h3><p style="margin-left:0px;">This Agreement is automatically renewed on a month-to-month basis, unless the Parties agree in writing to extend the term of this Agreement. Either Party may terminate this Agreement in whole or in part for convenience and without cause at any time by giving the other Party at least 30 (thirty) days’ prior notice designating the end date.</p><p style="margin-left:0px;">In addition to any other remedies it may have, either Party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other Party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, data already stored by the Customer will remains accessible and Customer will not be required to delete said data as per clause 3. New data will not be accessible and Company will not provide a comprehensive list of all data accessed in the lifetime of usage. All clauses of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.</p>

1.5 Term and termination

<h3 style="margin-left:0px;">1.6 Warranty and disclaimer</h3><p style="margin-left:0px;">This Agreement is automatically renewed on a month-to-month basis, unless the Parties agree in writing to extend the term of this Agreement. Either Party may terminate this Agreement in whole or in part for convenience and without cause at any time by giving the other Party at least 30 (thirty) days’ prior notice designating the end date.</p>

1.6 Warranty and disclaimer

<h3 style="margin-left:0px;">1.7 Limitation of liability</h3><p style="margin-left:0px;">Notwithstanding anything to the contrary, except for death or bodily injury of a person or other losses which cannot be excluded by law, Company and its suppliers (including but not limited to all equipment and technology suppliers), directors, shareholders, officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, tort, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Company’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the Fees paid by Customer to Company for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Company has been advised of the possibility of such damages.</p>

1.7 Limitation of liability

<h3 style="margin-left:0px;">1.8 Miscellaneous</h3><p style="margin-left:0px;">Notwithstanding anything to the contrary, except for death or bodily injury of a person or other losses which cannot be excluded by law, Company and its suppliers (including but not limited to all equipment and technology suppliers), directors, shareholders, officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, tort, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Company’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the Fees paid by Customer to Company for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Company has been advised of the possibility of such damages.</p><p style="margin-left:0px;">&nbsp;</p>

1.8 Miscellaneous

<h2><span style="background-color:rgb(255,255,255);color:rgb(23,18,31);font-family:&quot;Reckless Neue&quot;, sans-serif;">2. Merchant Service Level Terms</span></h2>

2. Merchant Service Level Terms

<h3 style="margin-left:0px;">2.1 Availability – The ability of the Company’s API to respond to the Customer’s Request</h3><p style="margin-left:0px;">Notwithstanding anything to the contrary, except for death or bodily injury of a person or other losses which cannot be excluded by law, Company and its suppliers (including but not limited to all equipment and technology suppliers), directors, shareholders, officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, tort, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Company’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the Fees paid by Customer to Company for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Company has been advised of the possibility of such damages.</p>

2.1 Availability – The ability of the Company’s API to respond to the Customer’s Request

<h3 style="margin-left:0px;">2.2 Linking Rate – The ability of the Customer’s user to link their bank account via Company’s API</h3><p style="margin-left:0px;">While the Services are available, all Services will be subject to a minimum linking rate of 95% in a calendar month. This linking rate calculation excludes incorrect user details, user action errors, blocked user accounts and scheduled or unscheduled bank downtime. If a Customer requests maintenance during these hours, any linking rate calculations will exclude periods affected by such maintenance. Further, any downtime resulting from a banking portal being unavailable or other reasons beyond Company’s control will also be excluded from any such calculation. Either the Company or the Customer will notify the other Party as soon as they become aware of any issues related to linking rates.</p>

2.2 Linking Rate – The ability of the Customer’s user to link their bank account via Company’s API

<h3 style="margin-left:0px;">2.3 Calls – At least one successful usage of a unique access token on the Company's API</h3><p style="margin-left:0px;">The Customer will only ever pay the Company for a call if at least one successful API call is made to the Company’s API with a unique access token.</p><p style="margin-left:0px;">Success here is defined as the return of user banking data or information derived from banking data in the response to an API query. In the case of usage of bank account verification services and business lookup, success is further defined as inclusive of both positive and negative results of the returned information i.e. both matches and non-matches, if submitted successfully through the Stitch API, will count as successful calls.</p><p style="margin-left:0px;">Refreshing a token without usage on the API will not incur a charge.</p>

2.3 Calls – At least one successful usage of a unique access token on the Company's API

<h3 style="margin-left:0px;">2.4 Features Changes – Any changes made to the Company’s API</h3><p style="margin-left:0px;">Features marked as stable will not have any breaking changes deployed unless all of the Company’s Customers consent and if so, there will be a deprecation period of 3 months which entails a deprecation notice to affected clients. Features may be removed sooner if all affected Customers accept the changes. Features marked with “technical preview” or “early access” will not carry the same guarantee.</p><p style="margin-left:0px;">&nbsp;</p>

2.4 Features Changes – Any changes made to the Company’s API

<h2 style="margin-left:0px;">3. Merchant Support Terms</h2><p style="margin-left:0px;">The Company will provide technical support to the Customer via Slack, telephone and electronic mail on business days during the hours of 09:00 through 17:00 South African Standard time (“<strong>Ongoing Support Hours</strong>“), with the exclusion of Public Holidays (“<strong>Ongoing Support Hours</strong>”).</p><p style="margin-left:0px;">Customer may initiate support queries during Ongoing Support Hours by sending a message in the shared Slack channel set up for support or by emailing <strong>support@stitch.money</strong>.</p><p style="margin-left:0px;">Company will use commercially reasonable efforts to respond to all support queries within Ongoing Support Hours. The table below lays out the response times for events by priority level:</p><figure class="table" style="width:508.719px;"><table style="border-bottom-width:0px;border-color:rgba(0, 0, 0, 0.1);border-left-width:1px;border-right-width:0px;border-style:solid;border-top-width:1px;"><thead><tr><th style="background-color:rgba(247, 246, 248, 0);border-bottom-color:);border-bottom-width:1px;border-left-color:--e-global-color-8b9332c;border-left-width:0px;border-right-color:--e-global-color-8b9332c;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:0px;padding:15px;"><p style="margin-left:0px;"><strong>Incident</strong></p></th><th style="background-color:rgba(247, 246, 248, 0);border-bottom-color:);border-bottom-width:1px;border-left-color:--e-global-color-8b9332c;border-left-width:0px;border-right-color:--e-global-color-8b9332c;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:0px;padding:15px;"><p style="margin-left:0px;"><strong>Example</strong></p></th><th style="background-color:rgba(247, 246, 248, 0);border-bottom-color:);border-bottom-width:1px;border-left-color:--e-global-color-8b9332c;border-left-width:0px;border-right-color:--e-global-color-8b9332c;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:0px;padding:15px;"><p style="margin-left:0px;"><strong>Response Time</strong></p></th></tr></thead><tbody><tr><td style="background-color:transparent;border-bottom-color:);border-bottom-width:0px;border-left-color:--e-global-color-d4d27b2;border-left-width:0px;border-right-color:--e-global-color-d4d27b2;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:1px;padding:15px;"><span style="font-family:var( --e-global-typography-b046780-font-family ), Sans-serif;">P1</span></td><td style="background-color:transparent;border-bottom-color:);border-bottom-width:0px;border-left-color:--e-global-color-d4d27b2;border-left-width:0px;border-right-color:--e-global-color-d4d27b2;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:1px;padding:15px;"><span style="font-family:var( --e-global-typography-b046780-font-family ), Sans-serif;">Severe Incident: More than 50% of Customer's user base affected</span></td><td style="background-color:transparent;border-bottom-color:);border-bottom-width:0px;border-left-color:--e-global-color-d4d27b2;border-left-width:0px;border-right-color:--e-global-color-d4d27b2;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:1px;padding:15px;"><span style="font-family:var( --e-global-typography-b046780-font-family ), Sans-serif;">1 hour</span></td></tr><tr><td style="border-bottom-color:);border-bottom-width:0px;border-left-color:--e-global-color-d4d27b2;border-left-width:0px;border-right-color:--e-global-color-d4d27b2;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:1px;padding:15px;"><span style="font-family:var( --e-global-typography-b046780-font-family ), Sans-serif;">P2</span></td><td style="border-bottom-color:);border-bottom-width:0px;border-left-color:--e-global-color-d4d27b2;border-left-width:0px;border-right-color:--e-global-color-d4d27b2;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:1px;padding:15px;"><span style="font-family:var( --e-global-typography-b046780-font-family ), Sans-serif;">Moderate Incident: between 10 – 50% of Customer's user base affected</span></td><td style="border-bottom-color:);border-bottom-width:0px;border-left-color:--e-global-color-d4d27b2;border-left-width:0px;border-right-color:--e-global-color-d4d27b2;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:1px;padding:15px;"><span style="font-family:var( --e-global-typography-b046780-font-family ), Sans-serif;">2 hours</span></td></tr><tr><td style="background-color:transparent;border-bottom-color:);border-bottom-width:0px;border-left-color:--e-global-color-d4d27b2;border-left-width:0px;border-right-color:--e-global-color-d4d27b2;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:1px;padding:15px;"><span style="font-family:var( --e-global-typography-b046780-font-family ), Sans-serif;">P3</span></td><td style="background-color:transparent;border-bottom-color:);border-bottom-width:0px;border-left-color:--e-global-color-d4d27b2;border-left-width:0px;border-right-color:--e-global-color-d4d27b2;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:1px;padding:15px;"><span style="font-family:var( --e-global-typography-b046780-font-family ), Sans-serif;">Minor Incident: Less than 10% of Customer's user base affected</span></td><td style="background-color:transparent;border-bottom-color:);border-bottom-width:0px;border-left-color:--e-global-color-d4d27b2;border-left-width:0px;border-right-color:--e-global-color-d4d27b2;border-right-width:0px;border-style:solid;border-top-color:var(;border-top-width:1px;padding:15px;"><span style="font-family:var( --e-global-typography-b046780-font-family ), Sans-serif;">6 hours</span></td></tr></tbody></table></figure><p style="margin-left:0px;">The response times above are noted as maximum response times. The Company aims to exceed these values for the general case. The Company will use best efforts to answer support queries outside of Ongoing Support Hours but can only commit to responsiveness during Ongoing Support Hours through Slack, and email channels. However, for P1 incidents, telephonic support will be available outside of Ongoing Support Hours.</p>

3. Merchant Support Terms

🇿🇦 South Africa

🇳🇬 Nigeria

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