T&Cs | MMS WIRE

Metal Management Solutions

General Terms and Conditions

Governing law: Republic of South Africa

1. Who we are and how these Terms apply

These General Terms and Conditions ("Terms") govern the services and products provided by the Metal Management Solutions group of companies (the "MMS group"), comprising Metal Management Solutions (Pty) Ltd (registration 2014/107940/07, the holding company) and its affiliates and subsidiaries from time to time (each an "MMS entity", as defined in Section 2). The specific MMS entity that contracts with you ("MMS", "we", "us") is identified in the applicable Statement of Work, order or sign-up flow; where none is named, the contracting entity is Metal Management Solutions (Pty) Ltd.

You accept these Terms when you sign up for or use our WIRE software, engage our Services, or click to accept these Terms, and your continued use of our website after these Terms have been made available to you also constitutes acceptance. If you do not agree, do not use the Services. Where a signed engagement letter, Statement of Work ("SOW") or master services agreement ("MSA") exists between you and an MMS entity, that document and these Terms together form the "Contract", and the signed document prevails to the extent of any conflict. No amendment to a signed Contract is binding unless in writing and signed by authorised representatives of both parties; amendments to these Terms for website and self-service use are governed by clause 19.5.

2. Definitions

MMS, we, us - the MMS group entity that contracts with you, as identified under clause 1; where none is named, Metal Management Solutions (Pty) Ltd.
MMS group; MMS entity; affiliate - the MMS group comprises Metal Management Solutions (Pty) Ltd and each of its subsidiaries and affiliates from time to time, and each such company is an "MMS entity". "Subsidiary" has the meaning given in the Companies Act 71 of 2008. "Affiliate" means any entity that controls, is controlled by, or is under common control with Metal Management Solutions (Pty) Ltd, where "control" means the direct or indirect power to direct that entity's management or policies, whether through ownership of voting rights, by contract or otherwise. References to the MMS group, affiliates and subsidiaries include those existing now and those that come into existence, change or cease to exist during the term.
You, your - the person or legal entity that engages the Services or accepts these Terms, as identified in the applicable SOW, order or sign-up flow (and referred to as the "Client" in any signed Contract that uses that term). Where an individual accepts these Terms on behalf of an entity, "you" means that entity, and no personal liability attaches to that individual.
Services - the technology, advisory and operational services and products we provide, which may include WIRE software configuration, licensing and Software-as-a-Service ("SaaS"), data hosting and analytics, systems integration, metallurgical and metal-accounting advisory, AMIRA P754 audits, cargo witnessing, training and support.
Deliverables - reports, configurations, software outputs and other work product we deliver under a SOW.
Client Data - data you or your users input to, or that is generated for you within, the WIRE platform.
Confidential Information - non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential, including business plans, financial and technical data, customer and supplier lists, trade secrets, software and source code, pricing, the terms of the Contract, and the Deliverables.
Pre-existing IP - intellectual property a party owned or developed before, or independently of, the engagement, including MMS's platforms, know-how, methodologies, tools and techniques.
Personal Information - has the meaning given in the Protection of Personal Information Act 4 of 2013 ("POPIA") and, where applicable, "personal data" under the EU GDPR.
Productive use - use of a Deliverable, or of the WIRE platform, in your live operational environment to record, process or report on actual production data, as distinct from testing, training, pilot or parallel-run validation.

3. Our responsibilities

3.1 Standard of performance. We will perform the Services with reasonable professional skill and care, using suitably competent personnel, consistent with the agreed scope. If you are dissatisfied, tell the MMS engagement leader promptly; we will address concerns in good faith and make commercially reasonable efforts to remedy them.

3.2 Scope limits. We perform only what is set out in the SOW or later agreed in writing. We do not implement or monitor your operations, assume management responsibility, or make business decisions for you; our advice does not replace your own management.

3.3 Reliance on your information. We are entitled to rely on the information, data, assumptions and instructions you provide as complete, accurate and given in good faith. We are not responsible for errors in Deliverables that result from inaccurate, incomplete or misleading information supplied by you or by third parties acting for you.

3.4 No third-party reliance. Our Deliverables and advice are for your internal use and the purpose stated in the SOW. Unless we agree in writing, they may not be disclosed to or relied on by any third party, and we accept no duty of care or liability to any third party who obtains them through you. (See also clause 4.5 and Section 11.)

4. Your responsibilities

4.1 You retain responsibility for your own business decisions, operations, records and regulatory compliance.

4.2 You will disclose, timeously and accurately, all information and materials we reasonably require, respond promptly to requests for decisions, approvals and sign-offs, and designate a capable project lead to coordinate your stakeholders and centralise communications.

4.3 You will provide the access, facilities, personnel time and resources reasonably required, and ensure that third-party licences, hardware, network access, data quality and system environments under your control are in place and operational.

4.4 Effect of your delay. We are not liable for missing a timeline or milestone to the extent caused by your delay or omission. Where your delay or failure to meet an obligation causes us additional cost or to reallocate resources, we may make equitable schedule and fee adjustments (including charging for idle time or remobilisation) on notice. You will give us at least two (2) weeks' notice to reschedule a scheduled engagement (such as a workshop or training session); postponement of more than one (1) week without our consent is treated as a client-caused delay. If you cancel or fail to attend a scheduled engagement on shorter notice, we may record and invoice the reserved time as time worked.

4.5 You will not give any third party access to our Deliverables or tools, or rely on them externally, without our written consent (see clauses 3.4 and 7.5).

5. Fees, invoicing and payment

5.1 Fees and expenses. Fees follow the SOW (fixed fee, time-and-materials, and/or milestones) and are stated in the currency specified in that SOW. Where the SOW does not specify a currency, fees are denominated in South African Rand (ZAR). Out-of-pocket expenses (travel, accommodation, in-country logistics, third-party costs) are additional and charged at cost. For substantial third-party costs (for example, licences, hardware or international travel) we may require advance payment, a deposit, or direct payment to the vendor.

5.2 Mobilisation. We may require an upfront mobilisation fee (set in the SOW) and may defer project kick-off or team mobilisation until it is received.

5.3 Invoicing; purchase orders. We invoice per the SOW schedule or milestones; recurring services (SaaS, support, hosting) are invoiced periodically (annually in advance or monthly). The issuance, timing or absence of a purchase order is not a condition of our right to invoice or of your obligation to pay.

5.4 Payment and constructive invoice date. Invoices are due within thirty (30) days of invoice date unless the SOW states otherwise. If an invoice is issued late (including because you did not raise a purchase order), the due date is calculated from the date we first became entitled to invoice.

5.5 Late payment. Overdue amounts attract interest at two percent (1.5%) per month, calculated as simple interest, accruing from the due date until paid and subject to the in duplum rule (so that unpaid arrear interest ceases to accrue once it equals the outstanding capital). We may also recover our reasonable costs of collection, including attorney-and-own-client legal fees, and this entitlement applies notwithstanding clause 17.4. Continued non-payment is a material breach; amounts more than ninety (90) days overdue may lead to suspension or termination in accordance with clauses 5.6, 12.1 and 12.3.

5.6 Suspension for non-payment. If an undisputed amount remains unpaid more than thirty (30) days after its due date, we may, on at least fourteen (14) days' written notice and a reasonable opportunity to cure, suspend Services (including support, hosting, updates and incident response, and, where contractually permitted, disabling licence keys) until payment is received, after which we may re-baseline schedules for remobilisation. Suspension of WIRE SaaS is governed by clause A7 of Schedule A.

5.7 Disputed invoices. Dispute an invoice in good faith in writing before the due date and pay the undisputed portion; we will not suspend for the disputed portion while it is being resolved in good faith.

5.8 Taxes. All fees are exclusive of VAT and other taxes, which we add as required by law. You provide any exemption documentation; otherwise taxes are assumed due.

6. Changes, acceptance and delays

6.1 Change control. A change to scope, timeline or fees takes effect only by a written change order. We are not obliged to perform out-of-scope work without one. Minor clarifications not materially affecting cost or time may be handled informally.

6.2 Acceptance and deemed acceptance. Where a Deliverable requires acceptance testing, you have thirty (30) days from notice of readiness (unless the SOW says otherwise) to give written acceptance or a written list of material non-conformities. If you give no written feedback within that period, or you put the Deliverable into productive use, it is deemed accepted on the earlier of first productive use or the end of the thirty (30) days, and the associated invoice becomes payable.

6.3 Revision rounds. We will fix bona fide defects against specification at no charge, but you will consolidate feedback within a reasonable number of rounds (default three); repeated or out-of-scope changes may attract additional fees via a change order.

6.4 Delay. Deadlines extend reasonably for delays outside our control (including your delay, scope changes, or force majeure). SaaS subscription and SLA fees commence on the SLA Activation Date defined in Schedule A, regardless of your internal rollout timing.

7. Intellectual property

7.1 MMS IP. We retain all rights in our Pre-existing IP and in general know-how, methodologies, tools and software developed or improved during the engagement that are of general applicability to our business. Nothing transfers our Pre-existing IP to you.

7.2 Deliverables. Ownership of Deliverables is as set out in the SOW. By default, your data and materials remain yours; the underlying software, code, templates and algorithms remain ours (or our licensors'). Conditional on payment in full of all amounts due under the relevant SOW, we grant you a non-exclusive, non-transferable, perpetual licence to use the Deliverables for your internal business purposes. This licence does not vest, and any use of a Deliverable before full payment is permitted only on a revocable basis, until full payment is received. You may not resell, sublicense or distribute Deliverables, or use them to provide services to third parties, without our written consent.

7.3 Your materials. You retain ownership of materials you provide and grant us a limited license to use them solely to perform the Services.

7.4 Third-party materials. Where we embed third-party or open-source components, we will hold the right to do so or tell you of any licences you must obtain. We indemnify you for third-party IP-infringement claims arising from our Services (subject to Section 11, and excluding your misuse or modification). You warrant that your materials and instructions do not infringe third-party rights, and you indemnify us for claims arising from our use of them or from following your instructions.

7.5 Use of experience. We may use general knowledge, skills and know-how acquired during the engagement for any purpose, provided we do not disclose your Confidential Information or infringe your IP.

8. Confidentiality and publicity

8.1 Use and non-disclosure. Each party uses the other's Confidential Information only for the Contract, discloses it only to personnel and advisers who need it and are under equivalent obligations, and protects it with at least reasonable care.

8.2 Exceptions. The obligations do not apply to information that is or becomes public without breach, was lawfully held before disclosure, is lawfully received from a third party without restriction, or is independently developed.

8.3 Compelled disclosure. A party may disclose where required by law, regulation or court order, giving prompt notice where lawful so the other can seek protection. We may also disclose to our insurers, auditors and professional advisers on a need-to-know basis under confidentiality, and as required by applicable professional bodies (minimum necessary).

8.4 Return or destruction. On termination or request, the receiving party returns or destroys the other's Confidential Information and certifies it has done so, except for copies required by law or held in routine backups (which remain protected until overwritten).

8.5 Our Deliverables. You will not provide our Deliverables to any third party or include them in a public document without our written consent (except as legally required). Any permitted sharing must be in full, with our disclaimers and proprietary notices.

8.6 Publicity. Subject to your prior approval (not unreasonably withheld), we may name you and factually describe the Services in our marketing and client lists. Neither party implies the other's endorsement without consent.

8.7 Survival. These obligations survive five (5) years after disclosure, and indefinitely for trade secrets and Personal Information to the extent required by law.

9. Data protection

9.1 Compliance and roles. Each party complies with applicable data-protection law, including POPIA and, where relevant, the GDPR. Where we process Personal Information for you, we act as operator/processor on your documented instructions; you are the responsible party/controller.

9.2 Your warranty. You warrant that you have the legal right and basis (including any required consents and notices) to provide Personal Information to us for the Services, and that you will not require us to process data unlawfully.

9.3 Security. We apply appropriate technical and organisational measures to protect Personal Information and Client Data, and restrict access to authorised personnel and approved sub-processors under equivalent obligations.

9.4 Cross-border transfer. Given that we and our affiliates operate across South Africa and other countries, including within the SADC region, data may be processed in more than one country; we will ensure a lawful basis and appropriate safeguards for any cross-border transfer.

9.5 Breach notification. We will notify you without undue delay after becoming aware of a breach affecting your Personal Information, with the information you reasonably need for your own obligations.

9.6 Client Data ownership and return. You own your Client Data. On termination or request we make it available for export in a commonly used format and then delete or return it, subject only to specific legal-retention obligations (see clause A6 of Schedule A and Section 14). We do not retain Client Data or Personal Information beyond the period necessary for the Services or required by law.

9.7 DPA and assistance. We will negotiate a data-processing addendum in good faith where reasonably required, and assist you (at your cost where significant) with data-subject requests and regulator enquiries. Our Privacy Policy is on our website.

10. Indemnities

10.1 Your indemnity to MMS. Except to the extent caused by our fraud or dishonest or criminal conduct, you will indemnify and hold harmless MMS and its directors, employees, agents, subcontractors and affiliates against third-party claims, losses and reasonable costs (including legal fees) arising from: (a) your use of the Deliverables or Services, or decisions you take based on our advice; (b) your breach of the Contract or violation of law; (c) the negligent or wrongful acts of you, your employees or agents; or (d) unauthorised disclosure or use of our Deliverables. We will promptly notify you, let you control the defence (you may not settle so as to impose liability or fault on us without consent), and cooperate at your expense.

10.2 Our indemnity to you. Apart from the IP-infringement indemnity in clause 7.4, we do not give a general indemnity; your remedies for our breach are as set out in the Contract and, except as stated in clause 11.3, capped under Section 11. To the extent the law prevents you from fully indemnifying us for a claim predominantly caused by us, we will indemnify you for the portion that a court finally attributes to our own fraud, dishonesty, gross negligence or criminal conduct; that indemnity is not subject to the cap in clause 11.1 (see clause 11.3). We do not indemnify you for claims arising from ordinary negligence, mistake or breach, which are subject to Section 11.

10.3 Site injuries. Where our personnel work at your premises, we maintain workers' compensation cover for our employees; you indemnify us for claims arising from unsafe conditions at premises under your control (other than caused by us), and each party handles its own employees' injury claims.

10.4 Mitigation; no implied indemnities. An indemnified party will take reasonable steps to mitigate. Except as expressly stated, neither party indemnifies the other; indemnities are subject to Section 11 except where the law prohibits limitation.

11. Limitation of liability

11.1 Cap. Our total aggregate liability arising out of or relating to the Contract or the Services (whether in contract, in delict, or otherwise) will not exceed the total fees (excluding VAT and expenses) paid by you to MMS under the relevant SOW in the twelve (12) months before the event giving rise to the claim. This is an aggregate cap, not a per-incident cap. A bespoke per-engagement cap may be set in a SOW and, where set, prevails over this clause for that engagement (see clause C4).

11.2 Excluded losses. We are not liable for indirect, incidental, consequential, special, punitive or exemplary damages, or for loss of profit, revenue, anticipated savings, business, goodwill or data, however arising.

11.3 Carve-out. Nothing in this Section limits or excludes liability for: (a) fraud or dishonest, criminal or wilful misconduct; (b) gross negligence; (c) death or personal injury caused by a party's negligence; or (d) any other liability that cannot lawfully be limited or excluded under South African law.

11.4 Apportionment. Where any other person (including you) contributed to a loss, our liability is reduced, as a matter of contract, to the proportion of the loss directly and proximately caused by our own conduct, irrespective of whether the claim is framed in contract, in delict or otherwise, to the fullest extent permitted by law.

11.5 No personal liability; one aggregate cap. Claims must be brought against the contracting MMS entity, and not against its directors, employees, subcontractors or affiliates. The protections in this Section and in Sections 8, 10, 17 and 18 are stipulated for the benefit of those directors, employees, subcontractors and affiliates as a stipulatio alteri, which each of them may accept at any time, including by relying on the protection in answer to a claim. MMS and its subcontractors and affiliates together carry a single aggregate liability under this Section. A third party claiming against us in respect of the Services is subject to the same exclusions and limits.

11.6 Reliance on your information. We are not liable for loss caused by reliance on inaccurate, incomplete or misleading information you provide, or by your failure to meet SOW prerequisites.

11.7 Claims period. Any claim must be commenced within two (2) years of your becoming aware (or your having reasonably ought to have become aware) of the relevant facts, and in any event within three (3) years of completion of the relevant Services.

11.8 Insurance. We maintain Cyber Liability (USD 1,000,000), Commercial General Liability (USD 4,000,000) and Professional Indemnity / Errors & Omissions (USD 4,000,000) cover, and will provide certificates on request. Insurance does not increase our liability beyond the Contract, and grants you no direct claim under our policies.

12. Suspension and termination

12.1 Suspension for cause. We may suspend Services or SaaS access on notice for non-payment beyond the grace period, for material breach by you, or where your acts or omissions create a serious security or legal-compliance risk. Suspension is temporary; a suspension for your fault is not a breach by us and gives no right to a refund or compensation.

12.2 Termination for convenience. Unless the SOW states otherwise, either party may terminate the Contract or a SOW on thirty (30) days' written notice, or by mutual agreement. Terminating the Contract does not automatically end SOWs in progress (and vice versa) unless stated.

12.3 Termination for breach. Either party may terminate immediately on written notice if the other commits a material breach that, if remediable, is not cured within fifteen (15) days of notice. Non-payment that is not bona fide disputed, and unauthorised use or disclosure of MMS IP, are deemed material breaches. The specific payment-related notice and cure periods in clauses 5.6 and A7 apply to suspension for non-payment.

12.4 Prolonged force majeure. Either party may terminate an affected SOW or the Contract if a force-majeure event substantially prevents performance for thirty (30) days or more (Section 16).

12.5 Consequences and off-boarding. On any termination you will pay for Services performed and expenses incurred to the effective date, including work in progress. Where termination is for your convenience or your breach, you will also reimburse non-cancellable or unmitigable committed costs (for example, subcontractor commitments and materials) and any early-termination or cancellation fee in the SOW, compensating us for reserved resources and capacity.

12.6 Transition and data. On full payment, we deliver completed Deliverables and provide reasonable transition cooperation to you or your new provider at your expense (time-and-materials beyond what the Contract requires). Client Data return and export are handled under clause 9.6 and Schedule A.

12.7 Survival. Provisions that by their nature survive - including accrued payment and cancellation obligations, intellectual property (Section 7), confidentiality (Section 8), data protection (Section 9), indemnities (Section 10), limitation of liability (Section 11), anti-bribery, sanctions and responsible sourcing (Section 18), and governing law and disputes (Section 17) - continue after termination.

13. Subcontractors, assignment and non-solicitation

13.1 Subcontracting. We may use affiliates, subsidiaries and subcontractors to deliver the Services, remain responsible for their work, and bind them to equivalent confidentiality and data-protection obligations. Their use will not increase fees unless agreed as a change in scope.

13.2 Assignment. Neither party may assign the Contract without the other's consent (not unreasonably withheld), except that we may assign or novate to an affiliate or successor in a reorganisation, merger or sale of the relevant business, on notice, with the successor bound by these Terms.

13.3 Non-solicitation. During the Contract and for twelve (12) months after, neither party will solicit for employment the other's personnel involved in the Services (excluding responses to general public advertisements).

14. Record retention

We retain project records (deliverables, correspondence and working papers) in accordance with our internal policy, typically for ten (10) years after completion, after which we may securely destroy them unless law or agreement requires otherwise. Client Data and Personal Information are not retained for this period merely as project records: we delete or return them after the export window in clause A6 of Schedule A, and retain them only where, and for as long as, the law requires or a legal hold applies, consistent with Section 9 and POPIA. We are not liable for loss arising from destruction after the applicable retention period; you are responsible for keeping your own copies of final Deliverables and your own legally required records. We maintain confidentiality of retained records and may extend retention where a dispute is anticipated.

15. Electronic communications

The parties consent to communicate and exchange documents electronically and accept that email is not perfectly secure; each will take reasonable precautions (including virus scanning) and protect its own systems. To the extent permitted by law, neither party is liable for loss arising from electronic-communication risks (interception, delay, corruption, malware) where it took those precautions; this does not limit liability for intentional misconduct. Documents required to be "in writing" may be electronic, and the parties may sign SOWs, change orders and other documents electronically with the same effect as wet-ink signatures.

16. Force majeure

16.1 A "force-majeure event" is any event beyond a party's reasonable control, including natural disasters, war, civil unrest, terrorism, sanctions, embargo, labour disputes, epidemic or pandemic and related government measures, and failure of power, internet or telecommunications.

16.2 The affected party is excused from performance to the extent and for as long as it is prevented, will promptly notify the other with detail, mitigate the impact, and resume when able.

16.3 Payment. Force majeure does not excuse payment for Services performed or expenses incurred before the event. Recurring fees are suspended for the period during which Services are not provided; where we continue partial Services, fees are adjusted reasonably.

16.4 If the event continues for thirty (30) days or more, either party may terminate the affected SOW or the Contract (clause 12.4).

17. Governing law and dispute resolution

17.1 Default. Unless the SOW specifies otherwise, the Contract is governed by South African law, and disputes not resolved by good-faith negotiation within thirty (30) days are referred to arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), seated in Cape Town, in English, before a single arbitrator, whose decision is final and binding.

17.2 Jurisdiction override. Where the contracting entity or place of performance makes another jurisdiction more appropriate (for example, where an engagement is performed by, or in the jurisdiction of, a group entity established outside South Africa), the SOW may specify a different governing law, seat and forum, which then applies to that engagement.

17.3 Interim relief. Either party may seek urgent or injunctive relief from a court of competent jurisdiction to protect its IP or Confidential Information pending arbitration.

17.4 Each party bears its own legal costs unless the arbitrator decides otherwise; the parties keep performing during a dispute so far as possible. This clause does not displace our entitlement to recover collection costs under clause 5.5.

17.5 Mandatory local law. For engagements performed in, or by an MMS entity established in, a jurisdiction outside South Africa, the applicable SOW may specify a different governing law, seat and forum under clause 17.2, and these Terms apply subject to any provision of the mandatory local law of that jurisdiction (including local exchange-control, tax, data-protection and consumer-protection rules) that cannot lawfully be excluded. Where mandatory local law conflicts with these Terms for such an engagement, that local law prevails to the minimum extent required, and the remainder of these Terms continues to apply under clause 19.3.

18. Anti-bribery, sanctions and responsible sourcing

18.1 Compliance with anti-corruption law. Each party will comply with all anti-corruption and anti-bribery laws applicable to it, including the South African Prevention and Combating of Corrupt Activities Act 12 of 2004 ("PRECCA") and, where applicable to either party, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and the anti-corruption laws of any other jurisdiction in which the Services are performed.

18.2 Prohibited conduct. Neither party, nor anyone acting on its behalf, will directly or indirectly offer, promise, give, request, agree to receive or accept any bribe, kickback, secret commission or other improper financial or other advantage, to or from any person (including any public official, customer or supplier), in connection with the Services or the Contract. Neither party will make facilitation payments.

18.3 Public officials. Neither party will give or offer anything of value to a public official, or to a person connected to a public official, in order to influence that official improperly or to obtain or retain any improper advantage in connection with the Services. Neither party will make political contributions on behalf of, or to benefit, the other party in connection with the Services.

18.4 Procedures and records. Each party maintains accurate books and records, and adopts and maintains adequate procedures reasonably designed to prevent bribery and corruption by it and by persons acting on its behalf, proportionate to the risks of the engagement.

18.5 Sanctions and export control. Each party will comply with applicable economic and trade sanctions and export-control laws, including measures administered by the United Nations Security Council, the European Union, the United Kingdom and the United States Office of Foreign Assets Control (OFAC). Each party warrants that it is not, and is not owned or controlled by, a person that is the target of such sanctions (a "Restricted Party"), and that it will not use the Services for the benefit of a Restricted Party or an embargoed territory. If a party becomes a Restricted Party, it will notify the other promptly, and the other may suspend or terminate the Contract on written notice without liability.

18.6 Responsible sourcing. Where the Services are performed in, or relate to minerals sourced from, conflict-affected or high-risk areas, each party will conduct its activities consistent with applicable responsible-sourcing requirements and the spirit of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. Our cargo-witnessing, metal-accounting and advisory Services do not constitute, and may not be represented as, certification or assurance of the lawful, ethical or conflict-free origin of any mineral, unless expressly agreed in the SOW.

18.7 Reporting and confirmation. Each party will promptly notify the other of any breach or suspected breach of this Section relating to the Contract. On reasonable written notice, a party may request reasonable written confirmation of the other's compliance with this Section.

18.8 Consequences of breach. Breach of this Section is a material breach. Without limiting Section 12, the non-breaching party may suspend or terminate the Contract immediately on written notice, and the breaching party will indemnify the other against losses, penalties and reasonable costs arising from that breach (subject to Section 11, except where the law prohibits limitation). This Section survives termination.

19. General

19.1 Entire agreement. The Contract is the entire agreement on its subject and supersedes prior communications and proposals.

19.2 Order of precedence. In the event of conflict: first, the signed SOW or MSA; then these Terms; then the applicable Schedules.

19.3 Severability. An unenforceable provision is modified to the minimum extent necessary to make it enforceable; the rest remains in effect.

19.4 Notices. In writing, by hand, confirmed email or registered post to the address in the SOW.

19.5 Amendments. For website use and self-service SaaS sign-up, we may change these Terms by publishing the updated Terms here, with reasonable prior notice where the change is material; your continued use after the change takes effect constitutes acceptance. For any signed Contract, no change to these Terms is binding unless agreed in writing by both parties in accordance with Section 1.

19.6 Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, agency or employment relationship, and each is responsible for its own personnel and taxes.

19.7 Non-exclusivity. We may provide services to others, including your competitors, subject to confidentiality; you may engage other providers, subject to IP and confidentiality obligations.

19.8 No third-party beneficiaries. Except as expressly stated (including the liability protections in Section 11, which operate as a stipulatio alteri under clause 11.5), the Contract benefits only the parties and their permitted successors and assigns.

19.9 Waiver; headings; language. No waiver is implied; headings are for convenience only; the English version prevails over any translation.

19.10 Consumer Protection Act. Where the Consumer Protection Act 68 of 2008 applies to a Contract, these Terms are read subject to that Act. Any provision that the Act renders void or unenforceable is severed under clause 19.3 to the minimum extent necessary, without affecting the remaining provisions, and nothing in these Terms purports to exclude or limit any liability that the Act prohibits us from excluding or limiting.

Schedule A - WIRE SaaS and Service Levels

Applies where you use WIRE as SaaS (cloud-hosted) or under an on-premise licence. A signed project-specific SLA prevails over this Schedule to the extent of conflict; non-conflicting terms here still apply as a baseline.

A1. Deployment models. Cloud-hosted (MMS-managed): we are responsible for infrastructure uptime, security and access control, backups and recovery, software maintenance and updates, and support. You are responsible for your own connectivity, network and device security, and credential security. On-premise (client-hosted): you provide and manage the hosting environment - hardware, operating system, database platform, network, IT security and system-level backup and restoration - and we install, maintain and support the WIRE application on it. On-premise uptime is a shared responsibility and depends on your infrastructure.

A2. Licensing and billing commencement. The WIRE licence reflects the scope of your deployment (not per-seat). Recurring fees and SLA obligations begin on the SLA Activation Date - the earliest of: (a) commissioning (the system is installed and operational in your production environment); (b) your first productive use; or (c) lapse of the acceptance period without rejection (deemed acceptance under clause 6.2). If go-live is delayed by your failure to meet prerequisites, the SLA Activation Date is still deemed to occur and recurring fees begin. This clause addresses delay attributable to you; relief for force-majeure events is governed by Section 16.

A3. Service levels. Availability: cloud-hosted minimum 98.5% monthly uptime, measured excluding scheduled maintenance and excused downtime; on-premise availability is shared and targeted by agreement (MMS-managed components targeted at 98.5%). Where uptime falls below target, we will review causes and discuss service credits or remedies as set out in any specific SLA. Support response and resolution by severity: Sev 1 (critical / down) - respond within 1 hour, target resolution under 8 hours; Sev 2 (high / degraded) - respond within 1 hour, target resolution under 1 business day; Sev 3 (medium) - respond within 4 hours, target resolution under 3 business days; Sev 4 (low / request) - respond within 1 business day, resolution typically within 1 week.

A4. Support model. Support is logged via the service desk (servicedesk@metalmanagementsolutions.com) or in-product, against a pre-agreed pool of drawdown hours covering routine support and minor changes (configuration, mapping adjustments, report tweaks, user training). Standard coverage is 08:00-17:00 SAST (GMT+2), Monday to Friday, excluding South African public holidays; out-of-hours requests are best-effort. New features, custom development, new integrations or major enhancements are excluded and require a separate SOW. If the hour pool is exhausted or a single request needs unusually large effort, we will notify you and either bill the excess at the rate card or scope it separately, with your prior consent.

A5. Backup and recovery. Cloud: we back up the application and database regularly (default daily) with a defined retention (default rolling 30 days) and maintain disaster-recovery capability. On-premise: you back up the servers and virtual machines (including off-site DR); we ensure application data is captured and assist in restoring the WIRE application after you restore the environment. Neither party purges WIRE backups before the agreed retention without the other's consent.

A6. Client Data. You own your Client Data (clause 9.6). On termination we make it available for export in a commonly used format for thirty (30) days after the effective date of termination, after which we may delete it, subject only to legal-retention obligations and consistent with Section 14.

A7. Suspension for non-payment. We may suspend WIRE SaaS services (including disabling access or licence keys) for unpaid undisputed invoices, on at least fourteen (14) days' written notice and an opportunity to cure. You remain liable for fees during suspension; we reinstate on cure and payment of any reactivation fee specified in the SOW. A suspension or licence-key deactivation lawfully exercised under this clause is a contractual remedy only and, to the fullest extent permitted by law, does not constitute unlawful deprivation of possession; any dispute about a suspension is resolved under Section 17 and not by self-help.

A8. Acceptable use. You will not misuse the platform, attempt to breach its security, or permit access by unauthorised third parties or, without consent, by competitors of MMS.

Schedule B - Advisory and AMIRA P754 Audit Services

Applies to advisory engagements, diagnostic reviews and AMIRA P754 metal-accounting audits.

B1. Nature of opinions. Findings, gap analyses and recommendations are professional opinions based on the information, access and time available and on the standard (AMIRA P754) applied to the agreed scope. They are not a guarantee of any outcome, recovery, or regulatory or third-party acceptance.

B2. Reliance and inputs. Our conclusions depend on the accuracy and completeness of the data, samples and access you provide; we are not responsible for conclusions affected by inaccurate, incomplete or withheld information (clauses 3.3 and 11.6).

B3. Independence and scope. We provide independent assessment within scope and do not assume operational responsibility for implementing recommendations unless separately engaged.

B4. Use of reports. Reports are for your internal use and the stated purpose, and may not be relied on by third parties without our written consent (clauses 3.4 and 8.5).

Schedule C - Cargo Witnessing and Physical Assurance

Applies to cargo verification, witnessing and related physical-assurance services.

C1. Scope of witnessing. Our records reflect what our personnel observed and measured at the relevant time and place using the agreed method and equipment. Witnessing is not a warranty of the cargo's quality, of quantity beyond what was measured, or of the conduct of third parties.

C2. Conditions and access. Accurate witnessing depends on safe, timely site access, functioning equipment and cooperation from site parties; constraints beyond our control may limit scope, which we will record.

C3. No third-party reliance. Witnessing records, certificates and reports are issued to you for the SOW purpose. No third party (buyer, financier, insurer or counterparty) may rely on them without our prior written consent, and any permitted reliance is subject to the limitations in Section 11.

C4. Liability. Witnessing carries exposure that can be disproportionate to the fee on a single engagement (for example, the value of a cargo or gold pour). The cap in clause 11.1, the no-third-party-reliance position in clause C3, and the insurance in clause 11.8 (Professional Indemnity / E&O USD 4,000,000) together form the intended risk ceiling. For high-value witnessing, the SOW may set a bespoke per-engagement liability cap, which then prevails over clause 11.1 for that engagement.