PLATFORM AND PRODUCT USAGE TERMS AND END-USER LICENSE AGREEMENT

Date: 02/09/2026

Version: 1.0

Your agreement with AllWage consists of the Master Agreement you sign and the documents it incorporates. The Master Agreement records your selected package and commercial arrangements. These Terms explain the general rules for using the platform; the accompanying data-processing terms explain how employee information is processed and protected. Clauses 4, 10, 11 and 12 address customer responsibilities, suspension, liability and indemnities and may affect your remedies.

1. Parties and agreement documents

1.1 AllWage means AllWage Proprietary Limited, registration number 2018/531527/07, a company incorporated in South Africa. Agrigistics was its former name; the company and registration number remain the same.

1.2 Client means the customer identified in the AllWage Master Agreement. Master Agreement means that customer agreement, including its addenda and any amendments agreed by the parties. Terms means this document. Agreement means the Master Agreement together with the documents it expressly incorporates.

1.3 These Terms form part of the Agreement when incorporated into the Master Agreement. The applicable version is the version identified there or subsequently agreed under clause 14. Publishing a new version on a website does not, by itself, replace an existing customer's agreed terms.

1.4 Read the documents together:

1.5 If the documents conflict, the Data Processing Addendum takes priority on the protection and processing of personal information, as provided in its clause 15.1. Subject to that priority, the Master Agreement prevails over these Terms. References to the Addendum mean the version incorporated into the Client's Agreement, including validly agreed amendments. Where these Terms expressly apply one of its provisions to another subject, that provision also applies for the stated purpose; its application within the Addendum remains unchanged.

1.6 No provision excludes a right or obligation that applicable law does not permit the parties to exclude. Where the Consumer Protection Act or Electronic Communications and Transactions Act applies, its mandatory protections remain available.

2. Services and authorised users

2.1 Platform means the AllWage applications and interfaces supplied to the Client under the Agreement. Services means the subscribed platform functionality and associated services agreed with the Client. Descriptions of processing activities in the agreement documents do not add services to the Client’s selected subscription.

2.2 Authorised Users are individuals the Client authorises to use its account, including its employees and appointed advisers. The Client must authorise access only for its agreed business purposes and within the subscribed scope. Access for an adviser does not extend the subscription to that adviser's other clients.

2.3 Subject to the Agreement, AllWage grants the Client a non-exclusive, non-transferable licence to use the Services and related documentation for its business during the agreed service term. Authorised Users may exercise that licence on the Client's behalf. Resale, sublicensing or provision of a service to unrelated customers requires AllWage's written agreement.

2.4 Hardware means equipment supplied by AllWage under an agreed order, which may include clocking devices, readers and associated accessories. Supply, pricing, delivery and any sale, rental or return arrangements are governed by the applicable written commercial terms. These Terms do not convert hardware supplied by an independent vendor into hardware supplied by AllWage.

3. Accounts and permitted use

3.1 The Client must appoint appropriate account administrators. Users must protect their authentication credentials and must not share personal login credentials. The rules for access to personal information are addressed in clause 8.

3.2 The Client must notify AllWage promptly if it becomes aware of unauthorised account access or compromised credentials and cooperate in securing the account. The Client is responsible for its instructions and Authorised Users' authorised actions, but this does not transfer responsibility for AllWage's own breach to the Client.

3.3 The Client and its Authorised Users must not:

• access information, accounts or systems without authority;
• upload malicious software, interfere with the Services or bypass access controls;
• use the Services unlawfully, fraudulently or to infringe another person's rights;
• copy, sell or redistribute the Platform or remove proprietary notices, except as permitted by the Agreement or applicable law;
• reverse engineer the Platform except to the extent applicable law permits; or
• conduct intrusive security testing without prior written authorisation from AllWage.

3.4 A separately issued Acceptable Use Policy applies contractually only if expressly incorporated into the Agreement. Operational guidance may explain permitted use but does not silently change the licence or the agreed commercial terms.

4. Payroll and operational responsibilities

4.1 As part of operating payroll, the Client must check imported information, payroll settings and exceptions before relying on the resulting outputs.

4.2 Before approving payroll, releasing a payment instruction or making a statutory submission, the Client must review the relevant calculations, pay-run totals, recipient and bank details, deductions and reports. It must retain the records and approvals required for its business and applicable law. Generating an output does not establish that a bank, authority or other recipient has accepted or acted on it.

4.3 The Client remains responsible for its employer decisions, authorisations, registrations, payments and submissions. Agreed limitations on the services, including payroll outsourcing and professional advice, are set out in Addendum B — AllWage - What We Don’t Do — to the Master Agreement.

4.4 The Client must promptly report a suspected calculation or processing error and provide reasonably available information needed to investigate it. AllWage must investigate errors within its Services and take reasonable steps to correct confirmed defects and assist with affected outputs. These responsibilities do not excuse either party's own breach or remove mandatory remedies.

4.5 The Client must manage its own deadlines and check acknowledgements from external systems. AllWage will provide reasonable cooperation within the agreed service scope when an issue in the Platform affects those processes. Any separately agreed undertaking to perform a particular submission or other task must be recorded in writing.

5. Service operation, changes and support

5.1 AllWage will provide the Services with reasonable care and skill and take reasonable steps to maintain their operation. Any specific support hours, response commitments or service levels must be expressly agreed. These Terms do not promise uninterrupted or error-free availability.

5.2 AllWage may maintain and update the Platform, including changes needed for security, reliability and supported functionality. It will give reasonable advance notice of planned changes likely to materially disrupt the Client's use where practicable. Urgent protective action may be taken without advance notice, with notice as soon as reasonably practicable afterwards.

5.3 AllWage will not materially reduce the core functionality of a subscribed service during its agreed term without the Client's written agreement, except where a change is required by law or urgently necessary to address a security risk. In those circumstances, AllWage will explain the impact and discuss a reasonable alternative. If none is available and the service is materially impaired, the Client may terminate the affected service without an early-termination penalty. The separate process for objecting to changes in suppliers that process personal information is addressed in clause 8.

5.4 The Client must maintain suitable connectivity and compatible equipment and install necessary supported updates on devices it controls. AllWage will communicate material compatibility requirements. The Client must use hardware in accordance with the supplied instructions. Hardware warranties and remedies are those expressly agreed together with any mandatory statutory rights.

5.5 Support and onboarding arrangements are governed by the Master Agreement. The Client must provide reasonable cooperation and authorise any requested support access.

6. Integrations and third parties

6.1 Services may connect with systems operated by banks, payment providers, messaging providers, hardware vendors or other suppliers. The Client must hold any permissions and third-party accounts needed for the integrations it chooses and comply with the applicable terms of services it contracts for directly.

6.2 AllWage is responsible for performing its own agreed integration obligations. It does not control the independent provider's systems, decisions or availability, and does not guarantee that an external transaction or submission will succeed. The Client must check the external provider's confirmation and reconcile the resulting records.

6.3 Where an external provider changes or withdraws a connection, AllWage will notify the Client of a material effect on the Services when reasonably practicable and take reasonable steps to address the effect within the agreed scope. Clause 5.3 governs material loss of subscribed functionality, subject to the specific data-protection remedies described in clause 8.

6.4 A supplier engaged by AllWage is not treated as the Client's independent supplier merely because it is a third party. AllWage's responsibilities for suppliers that process personal information on its behalf remain as described in clause 8.

6.5 Any applicable open-source licence governs the relevant open-source component to the extent its terms must prevail. It does not give the Client rights over unrelated AllWage software.

7. Data, intellectual property and confidentiality

7.1 Client Data means information, documents and other content supplied by or for the Client or generated specifically from its use of the Services, including its payroll and attendance outputs. As between the parties, the Client retains its rights in Client Data. This does not override data subjects' rights or third-party intellectual property rights.

7.2 AllWage retains its rights in the Platform, software, documentation and underlying technology. The Client receives the licence in clause 2, not ownership of that technology. Embedding Client Data in a report or compilation does not transfer ownership of that data to AllWage.

7.3 For Client Data that is not personal information, the Client authorises AllWage to handle it only as needed to provide the agreed Services and fulfil the Agreement or as required by law. Personal-information processing and any permitted de-identified analytics remain subject to clause 8.

7.4 For confidential business information that is not personal information, each party must protect the other’s information, use it only for the Agreement and disclose it only to persons who need it for that purpose and are subject to appropriate confidentiality obligations. This does not restrict information lawfully public, independently developed or lawfully received without confidentiality restrictions. Legally compelled disclosure is permitted, with advance notice where lawful and practicable.

8. Privacy and data protection

8.1 When AllWage processes personal information on the Client's behalf, such as employee records, the Client is the responsible party and AllWage is the operator under the Protection of Personal Information Act (POPIA). The Client is responsible for the lawful collection and use of that information and for its processing instructions. AllWage processes the information on the Client's behalf and must protect it in accordance with the Data Processing Addendum.

The Addendum governs this processing throughout the Services, including during support and after a service ends. It sets out:

• the Client's responsibilities for accurate and lawful information, processing instructions and access permissions;
• AllWage's confidentiality and security obligations;
• the use of suppliers that process personal information, called Sub-Operators, and objections to changes in those suppliers;
• cross-border transfers, security-compromise notification and assistance with data-subject requests;
• export, return, deletion and any continued retention of personal information; and
• any permitted de-identified analytics.

These processing obligations and remedies apply throughout these Terms to personal information processed on the Client's behalf. No provision of these Terms reduces them or adds a separate security standard, processing permission or timetable. Liability and indemnities are addressed in clause 11.

8.2 The Privacy Notice explains AllWage's processing in its own capacity, including customer relationship and account administration. It does not authorise AllWage to use Client-controlled personal information beyond the processing terms in clause 8.1.

8.3 Information about website cookies and related choices is provided through the website's Cookie Policy and cookie controls. Those disclosures do not amend the Agreement or substitute for a lawful basis for processing.

9. Commercial arrangements

9.1 Fees, billing commencement, payment arrangements, invoice queries, onboarding charges, subscription duration and ordinary cancellation are governed by the Master Agreement and expressly agreed amendments. These Terms introduce no additional tariff, included-user allowance, billing date or ordinary cancellation period.

9.2 Refunds or credits follow any express commercial agreement and applicable law. There is no blanket exclusion of mandatory refund or service-remedy rights. Publication of a price list does not by itself change the Client's agreed fees.

10. Breach, suspension and ending access

10.1 If either party materially breaches the Agreement, the other may give written notice describing the breach and requiring it to be remedied within 10 business days of receipt. If it is not remedied within that period, or cannot reasonably be remedied, the other party may terminate the affected service by written notice. Any mandatory notice or remedy period takes precedence.

10.2 If an invoice remains unpaid after its due date under the Master Agreement, AllWage may suspend the Client’s and its Authorised Users’ access to the Services until the overdue amount is paid. This suspension does not require the 10-business-day remedy period in clause 10.1, subject to any notice or other requirement imposed by applicable law. Invoice disputes must be raised through the process in the Master Agreement; raising a dispute does not automatically defer payment or prevent suspension unless AllWage agrees otherwise in writing or applicable law requires otherwise.

10.3 AllWage may also suspend the access reasonably necessary to address unlawful use, a material security threat or a material breach. Where practicable, it will first explain the issue and allow a reasonable opportunity to remedy it. Immediate suspension is permitted where needed to prevent harm or comply with law, followed by prompt notice where legally permitted. AllWage must restore suspended access promptly when the grounds for suspension have been resolved. Suspension does not itself terminate the Agreement or remove the Client’s data-protection rights described in clause 8.

10.4 The Master Agreement governs ordinary cancellation. The specific data-protection rights described in clause 8 remain available and take precedence for matters they govern.

10.5 When a service ends, the licence to use that service ends. The Client must stop using the related software and remove installed copies where applicable. This does not require deletion of the Client's own exported records or prevent access expressly needed to exercise agreed export rights.

10.6 The handling of personal information when a service ends is addressed in clause 8. For other Client Data, AllWage will provide a reasonable opportunity to obtain a copy before deletion. Accrued rights and obligations, and provisions intended to continue, including confidentiality, intellectual property and applicable liability provisions, survive termination.

11. Liability

This clause limits the financial remedies available against AllWage.

11.1 The exceptions in clause 13.6 of the Data Processing Addendum apply to every limitation, exclusion and indemnity in these Terms. These exceptions cover fraud, wilful misconduct, gross negligence and liability that cannot legally be excluded or limited.

11.2 Liability arising under or in connection with the Data Processing Addendum is governed by that Addendum, including its exceptions and indemnities. The limitations in this clause do not replace or further restrict those provisions.

11.3 Subject to clauses 11.1 and 11.2, AllWage's total aggregate liability under or in connection with these Terms is subject to the cap and calculation set out in clause 13.1 of the Data Processing Addendum incorporated into the Agreement. That cap and calculation apply to claims under these Terms as if set out here.

11.4 Subject to clauses 11.1 and 11.2, the exclusions in clause 13.2 of the Data Processing Addendum, other than its exclusion concerning loss of data, also apply to claims under these Terms. The exclusion concerning loss of data remains confined to claims governed by that Addendum.

11.5 Neither party may recover more than once for the same loss by bringing claims under different documents in the Agreement. Each party must take reasonable steps to mitigate its losses. These provisions do not make the Client responsible for an error or breach attributable to AllWage.

12. Third-party claims

This clause may require the Client to reimburse AllWage for specified third-party claims.

12.1 Subject to clause 11.1, the Client indemnifies AllWage against damages finally awarded by a competent court and reasonable defence costs arising from a third-party claim to the extent caused by the Client's unlawful use of the Services or its infringement of that third party's intellectual property rights. This excludes loss caused by AllWage's own breach, negligence or misconduct. The separate indemnity provisions for data-processing claims remain applicable as explained in clause 11.2.

12.2 AllWage must promptly notify the Client of the claim and provide reasonable cooperation. The Client may conduct the defence using suitably qualified advisers. Neither party may agree a settlement imposing liability, an admission or a non-monetary obligation on the other without that party's prior written consent, not unreasonably withheld. Failure to notify limits the indemnity only to the extent it prejudices the defence.

13. Disputes and notices

13.1 The parties should first try to resolve a dispute through their nominated representatives. Either party may nevertheless seek urgent relief or exercise a statutory remedy without waiting for those discussions.

13.2 South African law applies to these Terms, and the parties submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria, under the governing-law and jurisdiction provisions in clause 14 of the Data Processing Addendum. These Terms impose no separate compulsory arbitration requirement and do not restrict any forum or remedy available under mandatory law.

13.3 Contractual notices must be in writing and delivered to the relevant party at its designated physical or email address, under the notice provisions in clause 15.6 of the Data Processing Addendum. AllWage’s current details are shown in clause 16; the Client’s designated details are in the Master Agreement. Either party may update its details by written notice. Service of court process remains subject to applicable procedural law.

14. Changes to the Agreement

14.1 Amendments to these Terms or the Client’s commercial arrangements must be recorded in writing and signed by or on behalf of both parties, as required by clause 15.3 of the Data Processing Addendum. An agreed electronic signature or other legally valid signed electronic acceptance may be used. Merely publishing revised terms, issuing an invoice or continuing to use the Platform does not by itself establish agreement to a change.

14.2 Operational updates permitted by clause 5 are distinct from amendments to the Agreement. The processing terms described in clause 8 remain subject to their own variation requirements.

15. General

15.1 The documents that make up the Agreement are identified in clause 1. The entire-agreement provision in clause 15.2 of the Data Processing Addendum concerns its own subject matter; these Terms remain part of the wider Agreement.

15.2 Neither party may transfer the Agreement or its obligations to another person without the other's prior written consent, not unreasonably withheld. Engaging a supplier to perform work does not release the contracting party from its obligations. The appointment of suppliers that process personal information is addressed in clause 8.

15.3 If a court or competent authority finds a provision invalid, unlawful or unenforceable, the affected part is separated and the remaining provisions continue to apply to the extent permitted by law. The parties must negotiate in good faith to agree a valid replacement that comes as close as possible to the intended commercial result. Failing or delaying to exercise a right does not waive it, and exercising a right once or in part does not prevent its further exercise or the exercise of other rights. These matters are governed by the severability and no-waiver provisions in clauses 15.4 and 15.5 of the Data Processing Addendum, which also apply to these Terms.

16. Contact information

AllWage Proprietary Limited

Registration number: 2018/531527/07

Physical address: 5th Floor Bloukrans Building, Lynnwood Bridge, Pretoria, Gauteng, 0081.

Email: info@allwage.com / cilliers@allwage.com

Website: www.allwage.com

Use these designated details for contractual notices under clause 13, unless updated by written notice. Use the Master Agreement's specified channels for billing or cancellation requests.