NOVA terms & conditions.

1. Definitions

"Account" means a Customer's tenant instance of the Service.

"Agreement" means these terms together with the Order (if any), the Data Processing Addendum and any policy expressly incorporated by reference.

"AssetPool", "we", "us" means AssetPool Inc., a corporation incorporated in Canada with registered office at 1162 Fraserburg Rd, Bracebridge, Ontario, P1L 0A1. Where your registered country is South Africa, it means AssetPool (Pty) Ltd — see clause 3.2 and Schedule 1.

"Authorised User" means an individual permitted by the Customer to access the Service under the Customer's Account.

"Checkpoint" means a single completed inspection check recorded against an asset or a location. A Checkpoint completed against a location is counted identically to one completed against an asset.

"Checklist Inspection" means a grouping of Checkpoints completed together as a single inspection event.

"Control Plane" means the central infrastructure deployment and Account provisioning layer of the Service, which operates from Canada. The Control Plane is distinct from the production environments in which Customer Data is stored and processed.

"Customer", "you" means the entity entering into this Agreement, acting through the individual who accepts it.

"Customer Data" means all data, content, files, images and records submitted to the Service by or on behalf of the Customer, including inspection records, asset registers, photographic evidence and associated metadata.

"Local Distributor" means an entity authorised by AssetPool Inc. to provide, market and invoice the Service in a defined territory under licence. As at the Effective Date the sole Local Distributor is AssetPool (Pty) Ltd for South Africa.

"Order" means an order form, quotation or online checkout confirming the Plan, term and fees.

"Owner" means the Authorised User who created the Account, or a user to whom Account administrative ownership has been transferred.

"Plan" means the subscription tier selected by the Customer (Freemium, Starter, Essential, Professional or Custom).

"Region" means the production hosting region in which an Account is provisioned, being either Canada (ca1) or Ireland (eu1). Region refers to the production instance and is distinct from the Control Plane.

"Service" means the AssetPool Nova platform provided at assetpool.io, including web application, mobile applications and any APIs made available.

2. The Agreement and how it is accepted

2.1 By creating an Account, accepting these terms at signup, or using the Service, you agree to this Agreement. If you are accepting on behalf of an organisation, you confirm you have authority to bind it, and "Customer" means that organisation.

2.2 We record the version of this Agreement you accepted and the date and time of acceptance. That record is evidence of the terms applying to your Account.

2.3 Where an Order is signed, and its terms conflict with this Agreement, the Order prevails for that Customer only and only to the extent of the conflict.

2.4 This Agreement governs the Service. It does not govern AssetPool Classic, which continues under its own terms published at assetpool.com/terms-classic, and it does not govern general browsing of our website.

2.5 Customers moving from AssetPool Classic. Where you previously subscribed to AssetPool Classic, acceptance of this Agreement replaces that arrangement with effect from the date your Nova Account is activated. Your Classic subscription and any associated agreement with AssetPool (Pty) Ltd end on that date, save for any accrued rights and payment obligations. Where a transitional fee has been agreed for your Nova subscription, it is recorded in your Order.

3. Who you are contracting with

3.1 Your contract is with AssetPool Inc., except where your registered country is South Africa.

3.2 South Africa. Where your registered country is South Africa, your contract is with AssetPool (Pty) Ltd, which provides the Service to you under licence from AssetPool Inc. Schedule 1 applies to you, and where it differs from the rest of this Agreement, Schedule 1 prevails. References in this Agreement to "AssetPool", "we" or "us" are to be read as references to AssetPool (Pty) Ltd.

3.3 Payment made in accordance with an invoice issued to you discharges your payment obligation to the extent of that payment.

3.4 We may appoint Local Distributors in other territories. Where we do, we will say so and identify your counterparty before you subscribe.

4. Accounts, users and security

4.1 There is no per-user fee at any Plan. User numbers are limited only where the Plan states a limit (currently Freemium only).

4.2 You are responsible for all activity under your Account, for the accuracy of information you provide, and for keeping credentials confidential. Because sign-in is by email, keeping the email account associated with each Authorised User secure is part of keeping the Account secure.

4.3 You must tell us promptly of any suspected unauthorised access.

4.4 You are responsible for ensuring Authorised Users comply with this Agreement.

4.5 The Service is not offered to individuals under 18.

4.6 The Service is designed for organisational use, but may also be used by an individual managing their own assets. Where you subscribe as an individual rather than on behalf of an organisation, references in this Agreement to your organisation apply to you.

4.7 If you are a consumer. Where you subscribe as an individual for purposes outside a trade or business, you may have statutory rights that this Agreement cannot reduce.

4.7.1 If you are in the EEA or the United Kingdom, you have a right to withdraw from this Agreement within 14 days of entering into it, without giving a reason. To exercise it, tell us at legal@assetpool.com or using the contact details in clause 26.6.

4.7.2 Because the Service is supplied digitally and immediately, you lose that withdrawal right once supply has begun, but only if you asked us to start immediately and acknowledged that consequence at signup. Our signup flow asks you to confirm both. If you did not confirm them, your withdrawal right continues for the full 14 days.

4.7.3 If you withdraw within the period, we refund what you paid, less a proportionate amount for any period already supplied where you asked us to start early.

4.7.4 Nothing in this Agreement affects rights you have under the Ontario Consumer Protection Act or equivalent legislation where you live.

5. Data residency and Region

5.1 Each Account is provisioned in a single Region, determined by the country selected at signup, according to our published country-to-region mapping. Accounts in ca1 are hosted in Canada. Accounts in eu1 are hosted in Ireland.

5.2 Regional isolation. Each Region is a separate, independently deployed production environment. Your Account and all data associated with it are stored and processed only in your Account's Region. Nothing is replicated to, stored in, or processed in any other Region. This includes inspection records, asset registers, photographic and file evidence, object storage, databases, backups, derived data, and your account and user records.

5.3 Regional isolation is an architectural property of the Service, not an operational undertaking. Regions are deployed and maintained from a common infrastructure definition, so functionality is equivalent across Regions while the data environments remain separate.

5.4 Account creation and sign-in. At signup you select your country, which determines your Region. Your Account is then created in that Region, and your account and authentication records are held there. Signing in resolves within your Region. No account, user or authentication record is held centrally or in any other Region.

5.4.1 Infrastructure deployment and maintenance are managed centrally from Canada. That function deploys and maintains the regional environments; it does not hold Account data.

5.5 Access by our personnel. Customer Data is not moved out of your Region, but authorised AssetPool personnel and sub-processors located in Canada and South Africa may access it remotely to provide, support and secure the Service. Such access is controlled, logged and limited to what is necessary. Details, including the basis for any resulting international transfer, are in the Data Processing Addendum.

5.6 Changing Region. Moving an Account between Regions is a migration rather than a setting. We will consider a request to move your Account to a different Region, and will quote the cost and timeline before starting. Selecting the correct country at signup avoids this.

6. Licence and restrictions

6.1 Subject to this Agreement and payment of fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the term for your internal business purposes.

6.2 You must not: resell, sublicense or make the Service available to third parties except as expressly permitted; reverse engineer, decompile or attempt to derive source code; circumvent or attempt to circumvent metering, Plan limits or access controls; use the Service to build a competing product; or remove proprietary notices.

6.3 Automated access is permitted only through APIs we make available, and subject to any documented rate limits.

7. Acceptable use

7.1 You must not use the Service to store or transmit unlawful, infringing, defamatory or malicious content, to transmit malware, to interfere with the Service's operation or security, or to violate the rights of any person.

7.2 You must not upload personal information of categories the Service is not designed to handle, including health records, financial account numbers, government identity numbers, or biometric identifiers, unless separately agreed in writing.

7.3 We may remove content or suspend access where we reasonably believe this clause has been breached. Where practicable we will notify you first.

8. Customer Data

8.1 As between the parties, you own all Customer Data. We claim no ownership.

8.2 You grant us a licence to host, process, transmit, display and back up Customer Data to the extent necessary to provide the Service, to provide support, and to comply with law.

8.3 We may generate and use aggregated, de-identified statistical data derived from use of the Service to operate and improve it. Such data will not identify you, any Authorised User, or any individual, and will not be disclosed in a form that identifies you.

8.4 You are responsible for the accuracy, quality and legality of Customer Data and for having the necessary rights and lawful basis to provide it to us.

8.5 You may export Customer Data using export functionality made available in the Service. Export functionality available at any time depends on your Plan and on features released to date. Where the Service does not yet provide the export you need, ask us and we will provide a copy of your Customer Data in a machine-readable format.

9. Plans, limits and how usage is measured

9.1 Your Plan determines your limits for assets, locations, users, monthly Checkpoints, file storage, maximum file size and data retention.

9.2 Usage is metered in Checkpoints. Your monthly allowance is a number of completed Checkpoints, as stated for your Plan.

9.3 Inspection counts are estimates, not entitlements. Where we publish an indicative number of Checklist Inspections for a Plan, that figure is calculated using a platform-wide average of Checkpoints per Checklist Inspection. It is an estimate only. It is not an entitlement and does not form part of your Plan limits. The number of Checklist Inspections you can complete depends on how many Checkpoints your own checklists contain, which varies substantially between customers.

9.4 The Service provides in-product visibility of your Checkpoint consumption against your allowance.

9.5 A Checkpoint completed against a location is metered identically to one completed against an asset.

10. Fees, billing, taxes and currency

10.1 Fees are those for your Plan as shown at checkout or in your Order. Where we have agreed to hold a particular price for you for a period, that price and its end date are recorded in your Order.

10.2 Subscriptions are billed monthly in advance unless an annual term is selected. Annual subscriptions are billed in advance and receive the discount stated at the time of purchase.

10.3 Fees are quoted and payable in the currency applicable to your country: USD, CAD, GBP or ZAR. Currency lists are set independently by market and are not exchange-rate conversions of one another.

10.4 GBP prices are quoted exclusive of VAT.

10.5 Fees are exclusive of taxes. You are responsible for all applicable sales, use, GST/HST, VAT and withholding taxes, other than taxes on our net income. Where a Local Distributor invoices you, local tax treatment applies to that invoice.

10.6 Payment terms. Fees are payable in advance, or within 7 days of the invoice date where we invoice you. Overdue amounts may accrue interest at 1.5% per month, being an equivalent yearly rate of 18% per annum, from the due date until payment. We may suspend the Service on 14 days' notice while amounts remain unpaid.

10.7 Cancellation and refunds. You may cancel at any time by notifying us. Cancellation takes effect at the end of your current billing period, and you keep access until then.

10.7.1 We do not give refunds for periods already paid. If you cancel part-way through a monthly term you are not charged again. If you cancel part-way through an annual term, the fees for the remainder of that term are not refunded.

10.7.2 Clause 10.7.1 does not apply where you are a consumer exercising the withdrawal right in clause 4.7, where clause 24.3 applies, or where a refund is required by law.

10.8 Renewal. Subscriptions renew automatically for successive terms of the same length unless cancelled before the end of the current term. You may cancel at any time with effect from the end of the current term.

10.9 Price changes. We may change fees for renewal terms on at least 60 days' notice before the renewal date. Price changes do not apply mid-term. If you do not accept a change, you may cancel with effect from the end of your current term.

10.10 Free trial. We offer a 14-day free trial of the Essential Plan. No payment details are required to start a trial. At the end of the trial your Account reverts to the Freemium Plan unless you choose a paid Plan. We will not charge you at the end of a trial, and no subscription begins automatically.

11. Exceeding your Plan limits

11.1 We will notify you in-product as your monthly Checkpoint consumption reaches 70%, 85% and 100% of your allowance.

11.2 Continuing above allowance. Reaching 100% does not immediately stop your use of the Service. We consider inspection work operationally critical and do not block it at the allowance boundary.

11.3 Sustained overage. Where your consumption exceeds your monthly allowance by more than 20%, measured on a rolling three-month average, we will contact you to discuss moving to a Plan that fits your usage. We will not change your Plan or your fees without your agreement. You may accept the upgrade in-product, or speak to our sales team about an alternative arrangement.

11.4 If your usage continues above allowance and no new Plan is agreed, clause 11.5 continues to apply and we may decline to renew your current Plan at the end of your term, on notice.

11.5 Hard limit. Where consumption in a single calendar month reaches 150% of your monthly allowance, we may prevent further Checkpoints from being recorded until the next billing month or until an upgrade is agreed.

11.6 Storage. Where you exceed your file storage allowance, we will not block uploads. We will charge for excess storage at the following rates, or the equivalent in your billing currency:

Storage class: Rate: Active storage USD 0.15 per GB per month Archived storage USD 0.04 per GB per month

11.7 Files exceeding the maximum single-file size for your Plan cannot be uploaded.

12. Data retention and deletion

12.1 Your Plan includes a data retention period:

Plan: Retention: Freemium: 1 year Starter: 2 years Essential: 5 years Professional: 10 years Custom: As agreed

12.2 Data older than five years may be moved to archival storage. Retrieval remains immediate and no functional difference is intended.

12.3 We do not delete Customer Data automatically when your Plan's retention period is reached. Should we introduce automatic deletion in future, we will give you advance notice, the opportunity to export, and a route to retain records for longer.

12.4 Freemium inactivity. Freemium Accounts with no activity for 12 consecutive months may be suspended. Customer Data is retained during suspension.

12.5 On termination, we will make Customer Data available for export for 30 days, after which we may delete it. We will delete Customer Data on written request, subject to any legal retention obligation.

13. Availability, support and changes to the Service

13.1 We aim to make the Service available continuously, but do not warrant uninterrupted or error-free operation.

13.2 Availability commitment. For Professional and Custom Plans, we commit to monthly availability of 99.9%.

13.2.1 Availability is measured over each calendar month as the percentage of minutes in which the Service was capable of being accessed by you, excluding scheduled maintenance notified at least 48 hours in advance, emergency maintenance, faults in your systems, devices or connectivity, your breach of this Agreement, suspension under clause 10.6, 7.3, 22.4 or 23.4, and events outside our reasonable control.

13.2.2 Where we fall below the commitment in a calendar month, you may claim a service credit against your next invoice, calculated on the monthly fee for that month:

Monthly availability: Service credit: Below 99.9% but at or above 99.0% 10% Below 99.0% but at or above 95.0% 25% Below 95.0% 50%

13.2.3 To claim, tell us within 30 days of the end of the month concerned, using the contact details in clause 26.6. Service credits are your sole and exclusive remedy for a failure to meet the availability commitment.

13.2.4 No availability commitment applies to Freemium, Starter or Essential Plans.

13.3 Support. Support is available by ticket at help.assetpool.com/support/tickets/new and by email at support@assetpool.com , Monday to Friday, across two windows:

Team: Hours: UTC equivalent: South Africa 08:00–16:30 SAST (UTC+2) 06:00–14:30 Canada 09:00–16:00 Eastern Time 14:00–21:00 (13:00–20:00 DST)

13.3.1 Combined, support is available from 06:00 to 21:00 UTC on business days. Each window excludes public holidays in that team's country. Where one team is on holiday the other window is unaffected.

13.3.2 We aim to respond to support requests within 30 minutes during those hours. This is a target for first response, not for resolution, and is not a contractual commitment.

13.3.3 Support for Freemium Accounts is available through the ticket form only. No response-time target applies to Freemium Accounts.

13.4 We may modify, add to or remove features. We will not materially degrade core functionality of your Plan during a paid term without notice.

13.5 Roadmap. Descriptions of planned or "coming soon" functionality are indications of intent only. They are not commitments, are not part of this Agreement, and you must not rely on them in deciding to subscribe. Your Plan entitles you to the functionality available at the time.

13.6 Deleting a user account. Only an Owner can delete a user account.

13.6.1 If you are an Owner, you may delete your own user account from within the Service, and you may remove any other user from your Account.

13.6.2 If your user account was created for you by an Owner, you cannot delete it yourself. Ask your Owner to remove it. You may also contact us at support@assetpool.com and we will pass your request to your Owner.

13.6.3 Deleting a user account removes that person's access to the Service. It does not delete Customer Data recorded by that user, which remains the Customer's. Deletion of Customer Data is governed by clauses 12 and 22.

13.6.4 Where the user is the sole Owner of an Account, deletion is subject to transfer of administrative ownership to another user.

13.6.5 Deleting a user account does not cancel your subscription. Cancellation and termination are governed by clauses 10.7 and 22.

14. AI-assisted features

14.1 The Service includes AI-assisted features, including checklist generation, subject to any usage limits stated for your Plan.

14.2 AI-generated output may be inaccurate or incomplete. It is a starting point for your own judgement, not a substitute for it. You are responsible for reviewing AI-generated content before relying on it, and in particular before adopting a generated checklist for a safety or compliance purpose.

14.3 AI-assisted features are provided using Amazon Bedrock, operated by Amazon Web Services, which is already a sub-processor for the Service. Customer Data is not transmitted to any third-party model provider, and is not used to train any model.

14.4 You retain ownership of output generated from your inputs, to the extent such output is capable of ownership.

15. Sub-processors and third-party services

15.1 We use third-party sub-processors to provide the Service. A current list is published at assetpool.com/sub-processors and forms part of the Data Processing Addendum.

15.2 We will give notice of new sub-processors as set out in the Data Processing Addendum.

15.3 Where the Service integrates with third-party products, your use of those products is governed by their terms. We are not responsible for third-party products.

15.4 Mobile applications. The Nova apps are distributed through the Apple App Store and Google Play under the developer account of AssetPool (Pty) Ltd. Your use of those stores is governed by their own terms, and this Agreement governs your use of the Service itself. Neither Apple nor Google is a party to this Agreement.

15.5 No in-app purchasing. Subscriptions are purchased and managed through the web application only. The mobile apps contain no purchase, upgrade or billing routes.

16. Privacy and data protection

16.1 Our handling of personal information is described in the Privacy Notice at assetpool.com/privacy .

16.2 Where we process personal information contained in Customer Data, we do so as a processor (or operator) acting on your instructions, and you act as controller (or responsible party). The Data Processing Addendum applies and forms part of this Agreement.

16.3 We will implement appropriate technical and organisational measures to protect Customer Data, and will notify you without undue delay on becoming aware of a personal data breach affecting your Customer Data.

16.4 Inspection records may include information identifying individuals, including the identity of the person who completed an inspection, timestamps, and location data. You are responsible for ensuring you have a lawful basis for that processing, and for meeting any notice or consultation obligations owed to your workforce.

17. Confidentiality

17.1 Each party may receive confidential information of the other. Each party will protect the other's confidential information with reasonable care and use it only for purposes of this Agreement.

17.2 This clause does not apply to information that is public, independently developed, lawfully received from a third party, or required to be disclosed by law.

18. Intellectual property

18.1 We and our licensors own all rights in the Service, including all software, documentation, asset type libraries, checklist templates we supply, designs and trade marks. No rights are granted except as expressly stated.

18.2 If you give us feedback or suggestions, we may use them without restriction or obligation to you.

Drawn to your attention — Schedule 1, clause 3.6

19. Warranties and disclaimers

19.1 We warrant that we will provide the Service with reasonable skill and care.

19.2 Except as expressly stated, the Service is provided "as is" and we disclaim all other warranties to the fullest extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

19.3 Compliance responsibility. The Service is a tool for recording, organising and monitoring inspection and compliance activity. It does not perform inspections, does not determine whether an asset is safe or lawful to operate, and does not discharge any legal or regulatory obligation owed by you. Determining what must be inspected, how often, to what standard, and what to do about a result, remains your responsibility and that of your competent persons. Configuration of assets, checkpoints, frequencies and obligations within the Service is done by you, and the Service's output reflects that configuration and the data entered into it.

19.4 We are not responsible for consequences arising from inaccurate, incomplete or untimely data entered into the Service, or from configuration that does not reflect your actual obligations.

Drawn to your attention — Schedule 1, clause 3.6

20. Limitation of liability

20.1 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded or limited.

20.2 We are not liable for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, goodwill, business opportunity, anticipated savings, or for regulatory fines or penalties imposed on you, however arising.

20.3 Subject to 20.1, our total aggregate liability arising out of or in connection with this Agreement is limited to the total fees you paid in the 12 months before the event giving rise to the claim.

20.4 For Freemium Accounts, where no fees are paid, our total aggregate liability is limited to CAD 100.

20.5 We are not liable for any loss arising from the matters described in clauses 19.3 and 19.4, including configuration of assets, checkpoints, frequencies or obligations, the accuracy or timeliness of data entered, or decisions taken on the basis of information in the Service.

20.6 Where you contract with us as a consumer, nothing in this Agreement affects your statutory rights, and clauses 20.2 to 20.5 apply only so far as the law allows.

20.7 These limits survive termination.

Drawn to your attention — Schedule 1, clause 3.6

21. Indemnity

21.1 We will defend you against third-party claims that the Service infringes intellectual property rights, and pay damages finally awarded, provided you notify us promptly and allow us to control the defence.

21.2 You will indemnify us against third-party claims arising from Customer Data, from your use of the Service in breach of this Agreement, or from your breach of law.

22. Term, suspension and termination

22.1 This Agreement runs from acceptance until terminated.

22.2 You may terminate at any time with effect from the end of your current billing term.

22.3 Either party may terminate for material breach not remedied within 30 days of notice.

22.4 We may suspend your Account immediately where required by law, where there is a security risk, where you breach clause 7 or clause 23, or where fees are overdue in accordance with clause 10.6.

22.5 On termination: your right to use the Service ends, accrued fees remain payable, and clause 12.5 governs Customer Data.

22.6 Clauses 8.1, 12.5, 17, 18, 19, 20, 21 and 25 survive termination, together with any payment obligation accrued before termination.

23. Export controls and sanctions

23.1 The Service is provided by a Canadian entity and is subject to Canadian export control and economic sanctions law, and may be subject to the laws of other jurisdictions. Where your registered country is South Africa, clause 7 of Schedule 1 also applies.

23.2 You represent that you are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, and that you are not a person designated under any applicable sanctions regime.

23.3 You must not permit access to the Service in breach of clause 23.2, and must not use the Service for any purpose prohibited by applicable export control law.

23.4 We may suspend or terminate immediately, without liability, where we reasonably believe continued provision would breach applicable sanctions or export control law.

24. Changes to this Agreement

24.1 We may update this Agreement. We will publish the updated version at assetpool.com/terms with a new version number and effective date, and record it in the version history at assetpool.com/legal.

24.2 For changes that materially affect your rights or obligations, we will give at least 30 days' notice by email to your Account administrator and in-product. Changes take effect at your next renewal, or at the end of the notice period for month-to-month subscriptions.

24.3 If you do not accept a material change, you may terminate before it takes effect and receive a pro-rata refund of prepaid fees for the unused period.

24.4 Changes required by law may take effect on shorter notice.

24.5 We keep superseded versions of this Agreement. If you need the version that applied to your Account on a particular date, ask us using the contact details in clause 26.6.

25. Governing law and disputes

25.1 This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it. Where your registered country is South Africa, clause 6 of Schedule 1 applies instead.

25.2 The courts of Ontario have exclusive jurisdiction, and each party submits to that jurisdiction.

25.3 Nothing in this clause deprives a Customer of the protection of mandatory provisions of the law of its own jurisdiction where those cannot be excluded by agreement.

25.4 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26. General

26.1 Entire agreement. This Agreement, with the documents it incorporates, is the entire agreement and supersedes prior discussions, proposals and marketing materials.

26.2 Assignment. You may not assign without our written consent. We may assign to an affiliate or in connection with a merger or sale of assets.

26.3 Force majeure. Neither party is liable for failure caused by events beyond reasonable control.

26.4 Severability. If a provision is unenforceable, the remainder continues in effect.

26.5 No waiver. Failure to enforce is not a waiver.

26.6 Notices. To us: AssetPool Inc., 1162 Fraserburg Rd, Bracebridge, Ontario, P1L 0A1, Canada, marked for the attention of Legal, and by email to legal@assetpool.com. To you: the email address on your Account.

26.8 Language. This Agreement is in English. Any translation is for convenience and the English version governs.

Contact

AssetPool Inc.
1162 Fraserburg Rd, Bracebridge, Ontario, P1L 0A1, Canada
legal@assetpool.com

AssetPool (Pty) Ltd
Samy-G Offices, 80 Greenvale Rd, Rietfontein 63-Ir, Germiston, 1401, South Africa
legal@assetpool.com

1. Who you are contracting with

1.1 Your contract is with AssetPool (Pty) Ltd, registration number 2018/412711/07, of Samy-G Offices, 80 Greenvale Rd, Rietfontein 63-Ir, Germiston, 1401, South Africa.

1.2 AssetPool (Pty) Ltd provides the Service to you under licence from AssetPool Inc., which owns the AssetPool Nova software and all intellectual property in it. Clause 18 continues to apply, and the rights in clause 18.1 remain those of AssetPool Inc. and its licensors.

1.3 Throughout this Agreement, "AssetPool", "we" and "us" mean AssetPool (Pty) Ltd. All rights and obligations under this Agreement run between you and AssetPool (Pty) Ltd, and AssetPool Inc. is not a party to your agreement.

1.4 The licence granted to you in clause 6.1 is granted by AssetPool (Pty) Ltd as licensee of AssetPool Inc., and is subject to the same restrictions.

2. Fees, currency and tax

2.1 Fees are quoted and payable in South African Rand.

2.2 Prices shown to you include value-added tax at the rate applicable in South Africa. Clause 10.4 does not apply to you.

2.3 Clause 10.5 applies, save that South African tax treatment applies to invoices we issue.

3. If the Consumer Protection Act applies to you

3.1 The Consumer Protection Act 68 of 2008 applies to some of our customers, including individuals and juristic persons whose annual turnover and asset value are below the threshold set under that Act. Where it applies to you, this clause 3 applies and prevails over the clauses it names.

3.2 Fixed-term agreements. Where you subscribe for a fixed term:

3.2.1 the maximum term is 24 months, unless a longer term is expressly agreed with you and produces a demonstrable financial benefit to you;

3.2.2 you may cancel at any time on 20 business days' written notice. We may charge a reasonable cancellation penalty, which will not exceed the value of the benefit you received by choosing a fixed term rather than a month-to-month subscription. Clause 10.7.1 does not apply to you;

3.2.3 we will notify you in writing not more than 80 and not less than 40 business days before your fixed term expires, setting out any changes that would apply on renewal; and

3.2.4 on expiry your subscription continues on a month-to-month basis unless you expressly agree to a further fixed term, or you cancel. Clause 10.8 is modified accordingly.

3.3 Cooling off. Where the Electronic Communications and Transactions Act 25 of 2002 gives you a right to cancel an electronic transaction without reason and without penalty, you may exercise it by telling us within the period that Act allows, and we will refund what you have paid, less the value of any part of the Service already supplied to you at your request.

3.4 Quality of service. We will perform the Service with the degree of care, skill and diligence reasonably expected of a person in our position. Nothing in clause 19 limits that undertaking.

3.5 Liability. Clause 20 applies, save that nothing in this Agreement limits or excludes our liability for gross negligence, or for anything else that the Consumer Protection Act does not permit to be limited or excluded. Where any part of clause 20 would be unenforceable against you under that Act, it does not apply to you and the remainder continues in effect.

3.6 Terms we must draw to your attention. Clause 19 limits the warranties we give and defines what the Service does and does not do. Clause 20 limits our liability and caps it. Clause 21.2 requires you to indemnify us in defined circumstances. Please read those three clauses before you accept this Agreement. If you would like them explained, contact us using the details in clause 9 of this Schedule before you subscribe.

4. Personal information

4.1 AssetPool (Pty) Ltd is the responsible party for personal information relating to your Account, and AssetPool Inc. acts as its operator in providing and supporting the Service.

4.2 For personal information you put into the Service, you remain the responsible party and we act as your operator, as described in clause 16.2.

4.3 Our Privacy Notice at assetpool.com/privacy, and Annex C to it, describe how personal information is handled and the basis on which it is transferred.

5. Where your data is held

5.1 South African Accounts are provisioned in the eu1 Region and hosted in Ireland. Clause 5 applies to you on that basis.

5.2 Transfer to Ireland is permitted under section 72 of the Protection of Personal Information Act because the recipient is subject to European data protection law, which upholds principles for the lawful processing of personal information that are substantially similar to those in that Act.

6. Governing law and disputes

6.1 This Agreement is governed by the law of the Republic of South Africa. Clause 25.1 does not apply to you.

6.2 The courts of the Republic of South Africa have jurisdiction, and each party consents to the jurisdiction of the High Court of South Africa, Gauteng Division. Clause 25.2 does not apply to you.

6.3 Nothing in this clause affects any right you have to refer a complaint to the National Consumer Commission, a consumer court or an accredited alternative dispute resolution agent, where the Consumer Protection Act gives you that right.

7. Export control and sanctions

7.1 The Service is provided to you by a South African entity under licence from a Canadian entity. It is subject to South African law and to Canadian export control and economic sanctions law, and may be subject to the laws of other jurisdictions.

7.2 Clauses 23.2, 23.3 and 23.4 apply to you.

8. What is unchanged

Every other clause of this Agreement applies to you as written, read in accordance with clause 1.3 of this Schedule.

9. Contact

AssetPool (Pty) Ltd
Samy-G Offices, 80 Greenvale Rd, Rietfontein 63-Ir, Germiston, 1401, South Africa

legal@assetpool.com