MMS General Terms and Conditions

MMS-GTC-2026-11. Prepared 30 September 2026.

Governing law: Republic of South Africa

1. Who we are and how these Terms apply

1.1 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 proposal, Statement of Work, order or Contract Particulars; where none is named, the contracting entity is Metal Management Solutions (Pty) Ltd.

1.2 You accept these Terms when you sign a proposal, Statement of Work ("SOW"), service level agreement or order that incorporates them, when you issue a purchase order or other written acceptance against such a document, when you click to accept them in a sign-up flow for our software, or when you engage or use our Services after these Terms have been provided to you. Use of our website is governed by our separate Website Terms of Use and does not of itself constitute acceptance of these Terms.

1.3 Editions. These Terms are issued in numbered editions, each carrying an edition date and document reference. The edition that applies to a Contract is the edition identified in, and attached to or provided with, the proposal, SOW or order that you accepted. A later edition does not apply to an existing Contract unless both parties agree to it in writing. Superseded editions are retained by us and are available on request for the life of any Contract concluded on them.

1.4 Where a signed engagement letter, SOW, service level agreement or master services agreement ("MSA") exists between you and an MMS entity, that document, the Contract Particulars issued with it, and these Terms together form the "Contract", and the order of precedence in clause 19.2 applies. No amendment to a signed Contract is binding unless in writing and signed by authorised representatives of both parties. Amendments to these Terms for self-service software sign-up 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, hardware supply and support.

Software - the WIRE platform and any other software we make available to you, in object code form, including all modules, updates, patches, hotfixes, container images, data services and the Documentation.

Configuration - all configuration, parameterisation, mappers, collectors, data models, reports, dashboards, workflows and calculation logic applied to or created within the Software in connection with a Contract, whether or not created specifically for your process.

Documentation - technical documentation, user manuals, training material and specifications relating to the Software or the Services, in any form.

MMS Materials - the Software, the Configuration, the Documentation, and all databases, data models, algorithms, templates, tools, methodologies and know-how comprising or supporting them, together with all Intellectual Property Rights in them.

Deliverables - reports, findings, models, witnessing records, certificates and other work product that we deliver to you under a SOW, excluding the MMS Materials.

Client Data - data and content you or your users supply to us or input to the Software, or that is generated for you by your use of the Software, excluding the Configuration and the MMS Materials.

Aggregated Data - data derived from Client Data or from your use of the Software that has been aggregated or de-identified so that neither you nor any individual can reasonably be identified from it.

Intellectual Property Rights - all rights in patents, copyright, designs, database rights, trade marks, trade secrets, know-how and confidential information, whether registered, capable of registration or unregistered, together with all applications for and renewals of them, in any jurisdiction.

Recurring Services - Services provided for a recurring fee over a stated period, including SaaS, software licensing, hosting, support and maintenance under a service level agreement.

Committed Term - the minimum period for which Recurring Services are contracted, as stated in the SOW or service level agreement, and each renewal period.

Contract Particulars - the schedule issued with a proposal or SOW that records the matters that vary by engagement, including the contracting MMS entity, governing law and forum where varied, currency, applicable Schedules, payment milestones, insurance position and any agreed departure from these Terms.

Business Day - a day other than a Saturday, Sunday or public holiday in the Republic of South Africa, unless the SOW or service level agreement defines it otherwise for a site.

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 or the equivalent term under any other applicable data protection law.

Productive use - use of a Deliverable, or of the Software, 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 or in the outputs of the Software that result from inaccurate, incomplete or misleading information supplied by you, by your instruments and systems, 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.)

3.5 Warranties and disclaimer. We warrant that the Services will be performed as stated in clause 3.1 and that the Software will perform materially in accordance with its Documentation when used as licensed. Your remedy for breach of these warranties is that we re-perform the affected Services or correct the affected Software within a reasonable time, and, where we cannot, the remedies in the Contract subject to Section 11. To the fullest extent permitted by law, all other warranties, conditions and representations, whether express, implied or statutory, including any warranty of fitness for a particular purpose, are excluded. We do not warrant that the Software will be error-free or uninterrupted, that it will meet requirements not stated in the Contract, or that any particular metallurgical, financial or operational result will be achieved.

3.6 Your reporting remains yours. The outputs of the Software and of our Services are inputs to your own processes. They are not audited financial statements, and our Services are not legal, tax, accounting or assurance advice unless the SOW expressly says so. You remain responsible for your statutory, financial, royalty, tax, regulatory and contractual reporting, for the decisions you take on those outputs, and for verifying any output before you rely on it externally.

3.7 Personnel. We decide which of our personnel and subcontractors perform the Services and may replace them with persons of equivalent competence. Named individuals in a SOW are indicative unless the SOW states that they are committed. Our personnel remain under our direction and are not your employees or agents.

3.8 Tools. We may use software tools, including tools that apply machine learning or artificial intelligence, in delivering the Services, provided that we do so in accordance with Sections 8 and 9, that Confidential Information and Personal Information are not used to train any tool that is not under our control, and that our personnel remain responsible for the Deliverables.

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 the MMS Materials, or rely on them externally, without our written consent (see clauses 3.4, 7.6 and 7.10).

4.6 Site access, health and safety. Where our personnel attend your premises or a site under your control, you will provide safe access, the site inductions, permits and information reasonably required, and the same protection, emergency response and evacuation support you provide to your own personnel and contractors. Our personnel will comply with your reasonable site rules. We may withdraw personnel from a site, or decline to attend, where we reasonably consider conditions unsafe or the security situation unacceptable, without being in breach; time lost and costs incurred as a result are treated as your delay under clause 4.4 unless the condition was caused by us.

4.7 Your systems, instruments and third parties. You are responsible for the availability, security, accuracy and configuration of the systems, instruments, weighing and sampling equipment, data sources and network connections under your control or under the control of your other suppliers, including those with which the Software integrates or from which it receives data. We are not responsible for the accuracy of data those sources produce or for their availability. A change to any of them that requires us to adapt an integration or the Configuration is a change under clause 6.1.

4.8 Users and credentials. You are responsible for managing who has access to the Software under your account, for the security of credentials issued to your users, and for the acts and omissions of your users. You will notify us promptly of any unauthorised access or credential compromise of which you become aware.

4.9 No set-off. You will pay each invoice in full without set-off, deduction or counterclaim, save for any amount disputed in good faith under clause 5.7.

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. We invoice per the SOW schedule or milestones; Recurring Services are invoiced periodically as stated in the SOW or service level agreement, and otherwise annually in advance.

5.4 Payment. Invoices are due within thirty (30) days of invoice date unless the SOW states otherwise.

5.5 Late payment. Overdue amounts attract interest at one and a half 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, incident response and the supply of any component, artefact or service that we control, as described in clause A7 of Schedule A) until payment is received, after which we may re-baseline schedules for remobilisation. Suspension of WIRE 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, duties and levies, which we add as required by law. You provide any exemption documentation; otherwise taxes are assumed due. If the law of any jurisdiction requires you to withhold or deduct any tax from a payment to us, the amount payable is increased so that we receive, after the withholding or deduction, the full amount we would have received had no withholding or deduction been required, and you will provide us within thirty (30) days with the official receipt or certificate evidencing the amount withheld and paid to the authority. Where a double taxation agreement reduces the withholding, the parties will cooperate to obtain the reduced rate.

5.9 Currency and exchange control. You will pay in the currency of the invoice. Where your law or banking arrangements require payment through an exchange-control or approval process, obtaining the approval is your responsibility and does not extend the due date. Where you are permitted by the SOW to pay a USD-denominated fee in another currency, the conversion is made at the rate stated in the SOW or, failing that, the selling rate quoted by our bank on the date of payment, and any shortfall is payable on demand.

5.10 Annual adjustment of recurring fees. Unless the SOW or service level agreement states a different mechanism, the fees for Recurring Services are adjusted on each anniversary of their commencement by the percentage change over the preceding twelve months in the consumer price index published by Statistics South Africa for fees denominated in ZAR, and by the percentage change in the United States Consumer Price Index for All Urban Consumers for fees denominated in USD. We will give you written notice of the adjusted fee before it takes effect. Third-party costs passed through to you (including cloud hosting) are adjusted to the current cost when the supplier's price changes.

5.11 Estimates and not-to-exceed figures. A time-and-materials estimate is an estimate and not a fixed price. Where a SOW states a not-to-exceed figure, we invoice against time and materials actually incurred at the rates stated and will not invoice beyond that figure without your written acceptance under clause 6.1. Where we form the view that the scope cannot be completed within it, we will notify you in writing before the figure is reached, setting out the work remaining, the further amount sought and its basis; work beyond the figure proceeds only on your written acceptance of that amount. A fixed fee is based on the scope, assumptions and dependencies stated in the SOW, and a change to any of them is dealt with under Section 6.

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. Where the scope, assumptions, dependencies or access conditions on which a fee is based change materially, we will notify you in writing, setting out the change, its effect on the programme and the fee adjustment sought; work on the changed scope proceeds only on your written acceptance of that adjustment. Where you do not accept within ten (10) Business Days, the parties will agree either a reduced scope at the original fee or the termination of the affected work package under clause 12.5.

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). Recurring fees and service level obligations commence on the SLA Activation Date defined in Schedule A, regardless of your internal rollout timing.

7. Intellectual property

7.1 MMS Materials. MMS, or its licensors in respect of any third-party component, owns and retains sole legal and beneficial ownership of all Intellectual Property Rights in the MMS Materials, including the Software, its source code and object code, the Configuration and the Documentation, and in our Pre-existing IP and in general know-how, methodologies, tools and software developed or improved during an engagement that are of general applicability to our business. Nothing in the Contract sells, transfers, assigns or grants to you any ownership interest in the MMS Materials, and you acquire no right in them other than the licence granted in clause 7.2 and Schedule A.

7.2 Licence to Deliverables and to the Software. Conditional on payment in full of all amounts due under the relevant SOW, we grant you a non-exclusive, non-transferable licence to use the Deliverables for your internal business purposes, which is perpetual for advisory reports and other Deliverables of that kind and, for the Software and the Configuration, is a licence for the Committed Term only on the terms of Schedule A. No licence vests, and any use before full payment is permitted only on a revocable basis, until full payment is received. A SOW may widen the permitted users or purpose of a licence; it may not transfer ownership of any MMS Materials, which requires a separate written agreement signed by an authorised director of MMS.

7.3 Your materials and Client Data. You retain ownership of the materials you provide and of your Client Data, and grant us a non-exclusive licence to use, host, process and transmit them solely to perform the Services and the Contract.

7.4 Improvements and derivative works. All improvements, enhancements, corrections, updates, extensions and derivative works of the MMS Materials vest in MMS on creation, however they arise and whichever party requests, specifies or funds them. To the extent that any such right vests in you by operation of law, you assign it to MMS on creation and, where an assignment cannot take effect on creation, you hold it for MMS and assign it on written demand, and you will do what is reasonably needed to give effect to the assignment. We may use any feedback, suggestion or requirement you communicate to improve the MMS Materials, without obligation, payment or attribution.

7.5 Third-party materials. Where the MMS Materials incorporate third-party or open-source components, those components remain the property of their respective owners and are licensed on their own terms; we hold the right to include them or will tell you of any licences you must obtain directly. We indemnify you for third-party IP-infringement claims arising from our Services (subject to Section 11, and excluding your misuse or modification, and excluding claims arising from your materials, instructions or Client Data). 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.

7.6 Restrictions. You will not, and will not permit any other person to: (a) copy, reproduce, modify, adapt, translate or create derivative works of the MMS Materials, except as the Contract expressly permits; (b) reverse engineer, decompile or disassemble the Software, or otherwise attempt to derive its source code, save to the extent applicable law permits and does not allow to be excluded; (c) sell, resell, licence, sublicence, rent, lease, distribute, or otherwise make the MMS Materials available to any third party; (d) give access to the Software to a competitor of MMS, or use the MMS Materials to develop, specify or procure a competing product or service; (e) operate the Software as a bureau, service or managed offering for the benefit of any person other than you; or (f) remove, obscure or alter any proprietary, copyright or confidentiality notice in the MMS Materials, or do anything that contests or impairs MMS's title to them.

7.7 Effect of expiry or termination. On expiry or termination of a Contract for Recurring Services, for any reason: (a) every licence to the Software and the Configuration granted under it ceases immediately, and no residual, perpetual or implied right of use survives; (b) you will immediately cease all use of the Software, the Configuration and every other part of the MMS Materials licensed under it; and (c) you will, within ten (10) Business Days, uninstall and delete every copy of them in your possession or under your control, including copies held in virtual machine images, container registries, backups and archives. Copies you are required by law to retain may be retained for that purpose only and remain subject to Section 8 and clause 7.6 for as long as they are held. Client Data is dealt with under clause 9.6 and Schedule A and is unaffected by this clause. Licences to advisory Deliverables under clause 7.2 survive.

7.8 Verification. For as long as a Contract for Recurring Services is in force, and for six (6) months after it ends, we may verify your compliance with clauses 7.6 and 7.7 and Schedule A. We may (a) require you to deliver, within ten (10) Business Days, a written statement signed by an authorised officer confirming the modules and instances in use, the number of users, and, after expiry or termination, that the MMS Materials have been uninstalled and deleted as clause 7.7 requires; and (b) on not less than ten (10) Business Days' written notice, no more than once in any twelve-month period and once after expiry or termination, inspect the environments in which the Software is or was installed, remotely or on site, during business hours and subject to your site access, security and safety requirements. We bear the cost of an inspection unless it establishes unlicensed use or a breach of clause 7.6 or 7.7, in which case you bear its reasonable cost. Information obtained under this clause is your Confidential Information and may be used only to verify compliance and to enforce the Contract.

7.9 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.

7.10 Aggregated Data. We may create and use Aggregated Data during and after the Contract to operate, secure, support and improve the Software and our Services, to develop benchmarks and analytical models, and for our own research and reporting, provided that Aggregated Data never identifies you, your sites or any individual and is never disclosed in a form from which they could reasonably be identified. Aggregated Data is not Client Data and is part of the MMS Materials.

7.11 Survival and relief. This Section survives expiry or termination of the Contract. You acknowledge that damages alone may not be an adequate remedy for a breach of clause 7.6 or 7.7 and that we may seek interdictory relief in addition to any other remedy available to us.

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, source code and Personal Information to the extent required by law.

9. Data protection

9.1 Compliance and roles. Each party complies with the data protection law applicable to it, including POPIA and, where relevant, the GDPR and the data protection law of any other country in which the Services are performed or Client Data is processed. 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. Where the Software is deployed on infrastructure under your control, the security of that infrastructure is your responsibility as set out in Schedule A.

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, the Software or the Services, or decisions you take based on our advice or on outputs of the Software; (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 or the MMS Materials. 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 7.5, 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 or, for Recurring Services, of the end of the Committed Term in which the event occurred.

11.8 Insurance. We maintain professional indemnity (errors and omissions), cyber liability and public liability insurance appropriate to our business. The insurer, limits and territory of the cover maintained by the contracting MMS entity are stated in the Contract Particulars issued with the proposal or SOW, and we will provide a certificate of currency on request. Insurance does not increase our liability beyond the Contract, and grants you no direct claim under our policies.

11.9 Service credits. Where a service level agreement provides for service credits, the service credits are your sole and exclusive remedy for the failure to meet the service level to which they relate, save where clause 11.3 applies.

12. Suspension and termination

12.1 Suspension for cause. We may suspend Services or access to the Software 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, does not relieve you of the obligation to pay fees for the Committed Term, and gives no right to a refund or compensation.

12.2 Termination for convenience. Unless the SOW states otherwise, either party may terminate a SOW for advisory or time-and-materials Services on thirty (30) days' written notice, or by mutual agreement. Recurring Services are contracted for the Committed Term and may not be terminated for convenience during it; they renew for successive periods of the same length unless either party gives written notice of non-renewal at least ninety (90) days before the end of the current Committed Term, or the SOW or service level agreement states a different renewal mechanism. 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. Where a Contract for Recurring Services ends before the end of the Committed Term for your breach or at your instance, the fees for the remainder of the Committed Term become payable, unless the SOW states a different early-termination fee.

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. The effect of termination on licences to the Software and the Configuration is set out in clause 7.7 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, service level agreement or MSA; then the Contract Particulars; then these Terms; then the applicable Schedules. A term of a SOW, service level agreement or proposal prevails over these Terms only where it is expressly stated to vary them or where it is a term on intellectual property or limitation of liability; a summary or restatement of a provision of these Terms given for convenience has no operative effect of its own. No purchase order term, supplier portal term or standard condition of yours forms part of the Contract unless we accept it in writing.

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 self-service software sign-up with no signed Contract, we may change these Terms by publishing a new edition on our website, with reasonable prior notice where the change is material; your continued use after the new edition takes effect constitutes acceptance of it. For any signed Contract, the edition identified under clause 1.3 continues to apply and 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 Software, SaaS and Service Levels

Applies where you use the Software as SaaS (cloud-hosted) or under an on-premise licence. A signed project-specific service level agreement 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 Software on it. On-premise uptime is a shared responsibility and depends on your infrastructure.

A2. Licensing and billing commencement. The Software licence reflects the scope of your deployment (not per-seat). Recurring fees and service level 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 the availability of the Software on infrastructure you provide and is measured as 98% of the availability of that infrastructure. Where uptime falls below target, we will review causes and apply any service credits or remedies set out in the applicable service level agreement, which are your sole remedy for the shortfall under clause 11.9. 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. Time during which we are prevented from acting by lack of access, credentials or infrastructure under your control is excluded from these measures.

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 with a defined retention (default rolling 30 days). If the production environment or Client Data is lost or corrupted, we will use reasonable endeavours to restore the Software and Client Data from the most recent available backup; data created or changed after that backup may not be recoverable. Disaster-recovery services, meaning a standby or secondary-site environment, failover, or a committed recovery point objective (RPO) or recovery time objective (RTO), are not included in the cloud service unless expressly specified, with their scope and fees, in a signed service level agreement or MSA, in which case they are provided on the terms set out there. 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 Software after you restore the environment. Neither party purges Software 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 and withdrawal of dependencies. The Software depends on components, artefacts and services that we supply and control, including software updates, patches and hotfixes, container images and access to our container registry, the WIRE Data Service and any other MMS-hosted or MMS-brokered component, licence, entitlement and configuration files we issue, certificates and credentials we issue, monitoring, alerting and service desk access, and access to the training portal and Documentation. For unpaid undisputed invoices we may, on at least fourteen (14) days' written notice and an opportunity to cure, suspend the Services and withhold or withdraw any of those components; and on expiry or termination of the licence we may withhold or withdraw all of them and are under no obligation to provide any means of continued operation of the Software. You remain liable for fees during suspension; we reinstate on cure and payment of any reactivation fee specified in the SOW. Any degradation, loss of functionality or loss of availability arising from action taken under this clause is not a defect, is excluded from every service level and service credit, and gives rise to no liability or remedy against us. A suspension or withdrawal 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 it is resolved under Section 17 and not by self-help.

A8. Acceptable use and restrictions. You will not misuse the Software, attempt to breach its security, or permit access by unauthorised third parties or, without our consent, by competitors of MMS, and you will comply with the restrictions in clause 7.6. The licence is limited to the modules, integrations, sites and user numbers stated in the SOW or service level agreement.

A9. Committed Term and renewal. Recurring Services under this Schedule run for the Committed Term stated in the SOW or service level agreement and renew under clause 12.2. Fees are adjusted at each anniversary under clause 5.10.

A10. Effect of expiry. On expiry or termination of the licence, clause 7.7 applies: every licence ceases, use stops, and all copies of the Software and the Configuration are uninstalled and deleted within ten (10) Business Days, including copies in virtual machine images, container registries, backups and archives. We may verify compliance under clause 7.8.

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).

B5. Point in time. Findings reflect the state of your systems, processes and data at the time of the fieldwork. We are under no obligation to update a report for later events unless separately engaged to do so.

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 stated in the Contract Particulars under clause 11.8 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.

C5. Instruments, sampling and seals. Where witnessing relies on scales, moisture analysers, sampling equipment, seals or laboratory analysis provided by you or by a third party, we record their readings and results and are not responsible for their calibration, accuracy or representativeness. A sample is representative only of the material and method from which it was drawn.

C6. Standby and abort. Where our personnel are mobilised and the witnessing is delayed, postponed or cancelled for reasons not attributable to us, standby time and non-recoverable travel and mobilisation costs are chargeable at the rates and on the basis stated in the SOW.

Schedule D - Training

D1. Applies to metal accounting courses, product training and other training we deliver. Training material is Documentation and part of the MMS Materials; participants receive a personal, non-transferable licence to use it for their own learning and may not reproduce or distribute it. Certificates we issue record attendance or completion of an assessment set by us; they are not a professional accreditation and do not certify competence for any statutory or regulatory purpose unless expressly stated. Scheduling, postponement and cancellation are governed by clause 4.4.

Schedule E - Hardware and third-party products

E1. Applies where we supply hardware, instruments, seals or third-party software as part of the Services. Title passes on payment in full; risk passes on delivery to you or to your carrier. Third-party products carry the manufacturer's or licensor's warranty and licence terms, which we pass through to you to the extent we are able; we give no further warranty on them and our liability for them is limited to the fee we charged for them. Lead times are indicative. Import duties, taxes, permits and in-country logistics are for your account unless the SOW states otherwise.