FA CRONJÉ & CRONJÉ (PTY) LTD. MASTER TERMS AND CONDITIONS OF ENGAGEMENT

Scope of Services

The scope of work is defined in the applicable engagement letter, service schedule, quotation, or invoice that you have accepted. These terms apply to all services we provide, whether on a recurring or ad hoc basis.

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• We will deliver services with reasonable skill and care. If you wish to discuss service quality at any time, please contact the partner or director identified in your engagement letter.
• We may substitute named individuals with others of equivalent skill and experience.
• Any changes to the scope of services must be agreed in writing by both parties. Significant variations will require a supplementary engagement letter.
• We are not responsible for matters falling outside the specific scope agreed in writing.
• The engagement is governed by the laws of South Africa. Any dispute resolution proceedings will take place in South Africa.

We are authorised to take any steps reasonably necessary to deliver the services or comply with applicable law, unless such action would:

• Conflict with any applicable law or regulation binding on us or you;
• Breach the terms of any licence, consent, or code of practice applicable to us; or
• Expose us or any other person to civil or criminal liability or regulatory penalty.

We reserve the right to refuse services to any client at our discretion and without providing reasons.

We may amend these terms and conditions at any time. You will be notified in writing, and amendments will be deemed accepted unless you object in writing within four weeks of notification.

Our Responsibilities to You

Confidentiality

Information acquired during an engagement is strictly confidential and will not be disclosed to third parties except:

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• As required or permitted by law;
• With your express consent;
• To our insurers or legal advisers; or
• As required by a competent authority (e.g. SARS, the FIC).

We comply with the confidentiality requirements of IRBA, SAICA, the Auditing Profession Act (No. 26 of 2005, where applicable), and the Protection of Personal Information Act (POPIA).

Advice and Deliverables

Where we provide oral, draft, or interim advice prior to final written delivery:

• Our final written advice or report takes precedence over any oral or interim communication.
• You should not place reliance on draft or interim output without our written confirmation.
• If you wish to rely on oral advice, please request written confirmation from us.

We are under no obligation to update any advice or report for events occurring after it has been issued in final form, unless specifically agreed.

Use and Distribution of Our Work Product

Any deliverable we provide is for your use only. You may not copy, reproduce, or disclose it (in whole or in part) to any third party without our prior written consent, except:

• To your professional advisers (bankers, lawyers, accountants) for the purpose of obtaining advice, provided they are informed that further distribution is not permitted without our consent and that we owe no duty of care to them.

Our name and logo may not be used in any document or publication without our prior written consent. Any advice we provide does not constitute a guarantee or warranty regarding future outcomes.

We have the right to use your name as a reference in proposals or submissions to other prospective clients, unless you specifically withhold permission for such disclosure. If we wish to use details of the work done for you for reference purposes, we will obtain your permission in advance.

The quality of our advice depends on the accuracy and completeness of information you provide. You agree to:

• Promptly provide all information, documents, and access to personnel reasonably required by us.
• Inform us immediately of any material changes in circumstances that may affect the services.
• Ensure that any person giving us instructions or information is authorised to do so on your behalf.

You retain full responsibility for:

• The management, conduct, and operation of your business;
• The accuracy of representations made to third parties;
• Maintaining accounting records and safeguarding your assets;
• Implementing and maintaining internal controls to prevent fraud, errors, and irregularities;
• Any decision to act (or not act) on our advice;
• Ensuring compliance with applicable laws, including tax legislation — in terms of the Tax Administration Act (section 240(2)(d)), all tax liabilities remain with the taxpayer regardless of our involvement.

Where our work requires access to your premises, computer systems, or infrastructure, you are responsible for arranging access, security, virus protection, and any necessary licences or consents, at no cost to us.

Fees, Invoicing, and Payment

Fee Basis

Fees are agreed with you in advance and set out in your engagement letter or service schedule. Where not agreed in advance, fees are based on time spent, the skill and seniority of personnel involved, complexity, and resources required.

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Fee estimates are provisional only. Additional costs may arise from:

• Stringent reporting requirements or tight deadlines requiring out-of-hours work;
• Material changes to the scope of services; or
• Difficulty obtaining information that could not reasonably have been foreseen.

Annual Fee Increases

Recurring service fees increase at least in line with CPI inflation each year. You will be notified of any increase in writing. If you disagree, you must lodge a written objection within 2 weeks of the notice date.

Payment Terms

Invoices are due and payable within 30 days of the invoice date. Ad hoc work is payable on presentation of the invoice. We reserve the right to withhold or delay commencement of services until payment has been received.

• Debit order: You may authorise payment by debit order by signing a debit order mandate.
• Late payment interest: Unpaid amounts after 30 days attract compound interest at a minimum of 3% per month (or the South African prime interest rate, whichever is higher). Payments are allocated first to interest, then to disbursements, then to the oldest outstanding fee.
• Set-off: You may not withhold or set off any payment against any claim you may have against us.
• Legal costs: If we must take legal action to recover overdue fees, you are liable for all legal costs on an attorney-and-own-client scale.

External proceedings: Time spent on litigation, subpoenas, or government regulatory enquiries arising from your engagement will be billed separately at our standard rates.

Term and Termination

Your engagement runs for the period stated in the engagement letter and automatically renews for successive equal periods unless terminated.

How to Terminate

1. Give 30 days’ written notice by email to our firm.
2. You will receive a written acknowledgement from us. Termination is only effective upon receipt of our acknowledgement.
3. We will finalise all work to the termination date and issue a final invoice for all work done to date not yet billed, at our standard rates.
4. All outstanding fees must be settled in full before we release your documentation and records.

Please note:

• No refunds will be made for deposits or advance payments upon cancellation.
• If you use cloud software (e.g. Xero) contracted through us, termination requires one month’s notice to the software provider, for which you will be billed.
• We may impose a termination fee to cover reasonable associated costs.

Professional Obligations — Non-Compliance with Laws and Regulations

Our partners and employees are bound by the IRBA and SAICA Codes of Professional Conduct, which require us to act in the public interest. Where we become aware of actual or suspected non-compliance with laws or regulations (“non-compliance”):

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• We will seek to understand the matter and, where appropriate, discuss it with your management or those charged with governance so that corrective action can be taken.
• We may be required by law or professional standards to report the matter to an appropriate authority.
• In exceptional circumstances — where we believe there is an imminent risk of substantial harm to the company, investors, creditors, employees, or the public — we may be required to report immediately to an appropriate authority.

The primary responsibility for preventing and detecting fraud, error, and non-compliance rests with your directors and management. Our engagements are not designed to detect all misstatements; however, we will communicate any material errors, fraud, or suspected fraud identified during our work to appropriate management without delay.

Anti-Money Laundering and Due Diligence

We are required by law to comply with anti-money laundering (AML) legislation, including the Financial Intelligence Centre Act (FICA). In terms of section 29 of FICA, we are obliged to report suspicious or unusual transactions to the Financial Intelligence Centre. This obligation overrides professional confidentiality duties.

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You are required to:

• Provide all due diligence documentation we request before services commence, including certified identity documents, proof of address (not older than 3 months), banker’s references, and corporate documentation.
• Confirm that any assets or funds introduced into any company do not represent the proceeds of crime or illegal activity.
• Promptly notify us of any changes in beneficial ownership, shareholders, directors, or the nature of the company’s activities.
• Obtain our prior written consent before making material changes to the company’s activities.

Electronic Communications

We may communicate with you by electronic mail. By engaging with us, you accept the inherent risks of electronic communication, including interception, unauthorised access, corruption, errors, data loss, and viruses. We will use commercially reasonable procedures to screen for known viruses before sending information electronically.

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Neither party will be liable to the other (in contract, delict, or otherwise) for any loss arising from electronic communication between us, to the extent such liability is permitted by law.

Where we receive information from you or third-party sources, we will consider its consistency and quality but will not independently verify its accuracy. We are not liable for loss arising from fraud, misrepresentation, or withheld information on the part of you or any third-party source.

Intellectual Property and Work Product

All working papers, files, electronic documents, methodologies, and technology used in delivering the services remain the sole property of the Service Provider. We retain all copyright and intellectual property rights in the products of the services.

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Upon termination of the engagement, we are under no obligation to provide you with copies of our working papers, proprietary software, or software backups. You undertake to keep our methodologies and technology confidential.

Limitation of Liability

Liability Cap

Our maximum aggregate liability to you and any other beneficiaries in connection with any engagement is limited to:

• For specific/project engagements: the total fees charged and paid for that engagement; or
• For ongoing/recurring services: the total annual fees for the specific service or tax type as set out in the Agreement.

This cap applies to all claims, whether arising in contract, delict, negligence, or otherwise.

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Exclusion of Indirect Loss

To the maximum extent permitted by law, we exclude all liability for indirect or consequential loss (including loss of profits), however caused and even if foreseeable, except in cases of our wilful misconduct.

Proportionate Liability

Where we are found liable, our liability will be proportionate to our share of fault, having regard to the relative contributions of all parties, in accordance with the Apportionment of Damages Act (No. 34 of 1956).

Personal Liability of Individuals

You may not bring claims personally against any individual partner, director, employee, or agent of the Service Provider. All claims must be directed to the Service Provider as an entity.

Time Limit for Claims

Any claim must be commenced within two years from the date you became aware (or ought reasonably to have become aware) of the circumstances giving rise to the claim.

Your Indemnity

You indemnify us against any loss, damage, expense, or liability arising from (a) a breach of your obligations under the Agreement combined with (b) a third-party claim arising from or connected to such breach.

Third-Party Services

Where we assist with opening bank accounts or other third-party introductions, we act as an intermediary only. We have no authority to bind any third party and accept no liability for the relationship between you and that third party.

Data Protection and Privacy

We process personal information in accordance with the Protection of Personal Information Act (POPIA) of South Africa. Personal information we process may include your full name, identity number, nationality, date of birth, residential and domicile addresses, contact details, and supporting documentation.

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We may share personal information with:

• Affiliated companies acting as subcontractors.
• Registered agents in relevant jurisdictions.
• IT service providers and financial service providers.
• Banks and other third-party service providers you have expressly requested us to engage.
• Public registries and legal authorities, as required by law.

All such disclosures occur in compliance with POPIA and are governed by contractual confidentiality obligations. You are responsible for keeping your personal information up to date throughout the engagement.

General Provisions

Force Majeure

Neither party will be in breach of their obligations if performance is prevented by circumstances beyond their reasonable control. The affected party must notify the other promptly. The other party may then elect to suspend or terminate the Agreement with immediate effect.

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Third-Party Rights

The Agreement does not create any rights in favour of third parties.

Waiver

Failure by either party to enforce any right does not constitute a waiver of that right.

Assignment and Subcontracting

Neither party may assign the benefit or burden of the Agreement without the other’s written consent. We may appoint subcontractors to assist in delivering services.

Assignment and Subcontracting

Neither party may assign the benefit or burden of the Agreement without the other’s written consent. We may appoint subcontractors to assist in delivering services.

Non-Exclusivity

We provide services to a wide range of clients, including your competitors. Our engagement with you does not prevent us from providing similar services to others. Where conflicts arise, we will implement appropriate safeguards, including the use of separate engagement teams.

Jurisdiction and Arbitration

You consent to the jurisdiction of the Magistrate’s Court under the Magistrate’s Courts Act (No. 32 of 1944) for any action we bring against you.

Any dispute, controversy, or claim arising from or related to the Agreement must be resolved by binding arbitration under the rules of the Arbitration Foundation of South Africa. The arbitrator shall be agreed by the parties or, failing agreement within 7 days, appointed by the President of the Arbitration Foundation. The arbitrator’s written decision is final and binding.

Capacity

You accept these terms on your own behalf and as agent for any other beneficiaries. Where the client comprises more than one person, each person appoints the other as their agent and all obligations are joint and several.

Entire Agreement

The Agreement constitutes the entire agreement between the parties in respect of the services. Any modification must be in writing and signed by an authorised representative of each party.

Financial Advice Disclaimer

Neither the partner nor the firm is a registered financial adviser under the Financial Advisory and Intermediary Services Act (No. 37 of 2002). Any incidental financial commentary does not constitute financial advice and should not be acted upon. We can refer you to a registered financial adviser if required.

Recruitment Fee

We reserve the right to charge a recruitment fee of 20% (excluding VAT) of the first year’s cost-to-company remuneration if any of our staff accept direct employment with you or a related entity while employed by us, or within three months of leaving our employment.

Tax and other Specific Provisions

The following provisions apply to all taxation services provided by the Firm and supplement the general terms above.

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Interpretation of Tax Legislation

Tax advice provided by the Firm is based on the interpretation of applicable legislation, regulations, and the prevailing practices of the South African Revenue Service (“SARS”) at the time the advice is provided.

Tax law is subject to interpretation and may be applied differently by SARS, courts, or other authorities. Accordingly:

• The Firm cannot guarantee that SARS or any other authority will agree with any position taken in a return or advice provided.
• Any assessments, penalties, interest, or adjustments imposed by SARS remain the responsibility of the Client, regardless of the advice provided.

Provision of Information

The Client is responsible for providing complete and accurate information required to perform the Services within reasonable timeframes. Where statutory deadlines apply, the Client agrees to provide all required information sufficiently in advance of such deadlines to enable the Firm to perform the Services.

Change in Law or Practice

Advice provided by the Firm is based on the legislation, regulations, judicial interpretations, and administrative practices in force at the time the advice is given. Tax laws and regulatory frameworks are subject to change and may be amended with retrospective effect.

The Firm shall not be responsible for any consequences arising from:

• Changes in legislation or regulations;
• Changes in the interpretation or application of legislation by regulatory authorities;
• Changes in the administrative practices of SARS or other authorities;
• Judicial decisions affecting previously accepted interpretations.

The Firm has no obligation to update previously provided advice unless specifically engaged to do so in writing.

Use of Advice

Any advice, report, opinion, or recommendation provided by the Firm is prepared solely for the specific purpose described in the engagement letter or instructions provided by the Client. Such advice may not be relied upon for any other purpose, transaction, or arrangement without the Firm’s prior written consent.

The Firm shall not be responsible for any consequences arising where advice is used for purposes other than those for which it was originally provided. Where the Client intends to rely on advice for a different purpose, the Client must request written confirmation from the Firm that the advice remains appropriate for that purpose.

Compliance with Tax Laws

The Firm provides professional advice to assist Clients in understanding and complying with applicable tax legislation and regulatory requirements. The Firm does not promote or market arrangements designed to evade or unlawfully avoid tax obligations.

Where the Firm provides advice on structuring transactions or arrangements, such advice is based on the interpretation of applicable legislation and prevailing regulatory practice at the time. The Client remains responsible for ensuring that all transactions and arrangements undertaken comply with applicable laws and regulatory requirements.

The Firm reserves the right to decline or terminate engagements where it reasonably believes that a proposed transaction or arrangement may involve unlawful conduct or tax evasion. In such circumstances, fees incurred to the date of termination remain payable.

Client Conduct and Cooperation

The effective provision of professional services requires a relationship of mutual trust and cooperation. The Client agrees to:

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• Cooperate reasonably with the Firm and its personnel throughout the engagement;
• Provide information and documentation requested by the Firm in a timely manner; and
• Treat the Firm’s personnel with respect and professionalism at all times.

Consumer Protection Act and Business Capacity

The Consumer Protection Act (No. 68 of 2008) (“CPA”) applies to certain agreements with natural persons acting otherwise than in the ordinary course of business. To the extent that the CPA applies to your engagement with the Firm, nothing in these terms is intended to limit, exclude, or modify any right afforded to you under the CPA that cannot lawfully be excluded.

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By accepting these terms, you confirm one of the following:

• You are contracting in the ordinary course of your trade, business, or profession and the CPA does not apply to this engagement; or

Your annual turnover or asset value equals or exceeds the threshold prescribed under section 6 of the CPA, with the effect that the CPA does not apply to this agreement.

Conflict of Interest

The Firm is committed to identifying and managing conflicts of interest in accordance with its professional obligations under the SAICA and IRBA Codes of Professional Conduct.

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Where the Firm identifies an actual or potential conflict of interest in connection with the services to be provided to you, the Firm will:

• Notify you in writing of the nature of the conflict as soon as reasonably practicable after it is identified;
• Outline the safeguards proposed to manage the conflict, which may include the use of separate engagement teams, information barriers, or other appropriate measures; and
• Obtain your written consent before proceeding, where the conflict is such that it cannot be adequately managed by safeguards alone.

You have the right to withhold consent where a conflict is disclosed. If consent is withheld and the conflict cannot be resolved, the Firm reserves the right to terminate the affected engagement on reasonable notice. Fees incurred prior to termination remain payable.

Where the Firm refers you to a third party (including financial advisers, attorneys, or other service providers), the Firm confirms that it does not receive any referral fee, commission, or other benefit in connection with such referral unless this is expressly disclosed to you in writing in advance.

Lien Over Client Documents and Records

The Firm asserts and reserves its right, in terms of South African common law, to retain possession of any documents, records, files, working papers, or other property belonging to you that are in the Firm’s possession, until all outstanding fees, disbursements, and other amounts owing to the Firm have been paid in full.

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This right of retention (lien) applies regardless of:

• Whether the amounts outstanding relate to the specific matter in respect of which the documents are held; or
• Whether the engagement has been terminated.

The Firm will not exercise this right in a manner that prevents you from meeting a statutory obligation or complying with a court order. Where urgent access to documents is required for such purposes, the Firm will make reasonable arrangements to facilitate access, without prejudice to its right to retain the documents until payment is received.

Electronic Signatures and Digital Execution

In terms of the Electronic Communications and Transactions Act (No. 25 of 2002) (“ECTA”), an electronic signature has legal force and effect, and an agreement concluded electronically is not without legal force and effect solely on the grounds that it was concluded electronically.

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The parties agree that:

• These Master Terms and Conditions, any engagement letter, and any variation or amendment thereto may be validly signed and executed by means of an electronic signature, including a scanned handwritten signature transmitted by email, a digital signature applied through a recognised electronic signature platform (such as DocuSign or Adobe Sign), or any other form of electronic signature that meets the requirements of ECTA.
• An electronically signed document shall constitute an original for all purposes and shall be admissible as evidence of the agreement between the parties.
• Where a variation or amendment is required to be “in writing and signed,” this requirement is satisfied by an electronically signed document.

Each party remains responsible for ensuring the security and integrity of its own electronic signature processes. The Firm accepts no liability for any unauthorised use of a client’s electronic signature unless such use results from the Firm’s own negligence.

POPIA — Data Subject Rights and Information Officer

In addition to the data protection provisions set out in section 12, the Firm wishes to draw your attention to the following rights afforded to you as a data subject under the Protection of Personal Information Act (No. 4 of 2013) (“POPIA”):

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ACCEPTANCE

By signing your engagement letter or otherwise instructing us to proceed, you confirm that you have read, understood, and agree to be bound by these Master Terms and Conditions of Engagement.