Solution Agreement

Where we refer to "us", "we" our "our", we refer to NAV Platform Pty Limited (NAV), a company within the FirstRand group of companies and when we refer to "you" or "your" we are referring to the participating entity being the party with which these terms are entered into.

We use the terms:

"Administrator" to refer to the person appointed by you to accept these terms and conditions, to access and use Endura and to appoint Users on your behalf, subject to the levels of access and permissions allowed on Endura.

"Platform Rules" to refer to the general terms applicable to the NAV platform.

"Users" to refer to persons appointed by the Administrator to access and use Endura.

1. ABOUT ENDURA

Endura is a digital application developed and maintained by NAV. Using Endura's digital exchange, participating entities can capture, validate, measure, benchmark and share environmental, social and governance ("ESG") data.

2. SOLUTION AGREEMENT

To access and use Endura, you must read, understand and accept the Platform Rules, and the terms set out herein and relevant places within the Endura application ("Solution Agreement") which applies between the participating entity and NAV.

We will provide you with access to Endura for the period of 18 (eighteen) months from the date of acceptance by you of this Solution Agreement, during which we will assess the viability and functionality of Endura as a concept ("proof of concept period"). We or you may terminate this Solution Agreement at any time during the proof-of-concept period on 14 (fourteen) days' notice.
It is agreed that no fees will be payable by you for the use of Endura during the proof-of-concept period.

Where there is an inconsistency between the Platform Rules and this Solution Agreement, the terms contained in this Solution Agreement will have the greatest importance followed by the Platform Rules.

You acknowledge that your participation during the proof-of-concept period is free and voluntary.

3. APPLICATION PROCESS

• If you wish to be registered on Endura you must complete the application process.
  • This includes submitting information regarding your entity, Administrators and Users.
  • By concluding the Platform Rules and this Solution Agreement and submitting the required documentation, you are requesting registration to use Endura.
  • We will review all documents and information submitted by you and may accept or reject the application for registration at our own discretion and without giving reasons unless we are required to do so in terms of applicable laws. We reserve the right to ask for further documents and information as we deem reasonably necessary to discharge our initial and ongoing obligations in the operation of Endura.
• Administrators hereby warrant that they are duly authorised by the participating entity to bind the participating entity in all matters relating to the use of Endura.
• An Administrator may grant permission to other Users to utilise Endura and revoke permissions granted to Users.
• The Administrator and Users may grant permission to third parties to view the participating entity ESG information on Endura and revoke any permissions granted to such third parties,
• You remain responsible:
  • for permissions granted to Administrators, Users and for maintaining, managing and/or deleting such permissions;
  • for keeping your Endura profile secure;
  • and for all activity under your Endura profile, including all actions and activity conducted by your Administrator, Users and third parties.
  • complying with any laws applicable to your entity,
  • for assessing whether the services provided via Endura help meet any legislative or regulatory obligations that apply to your entity.
• We do not guarantee the accuracy of data, validations, ratings, benchmarks or any other information provided through Endura.
• The service offered through Endura is not designed to be, or should be treated as, advice.
• By using Endura you acknowledge that you are aware of the consequences of use and is bound to and by the Solution Agreement and the Platform Rules.

4. CONDITIONS OF USE

• Updates to Endura
  We may update or modify the functionality of Endura from time to time, including by pushing updates or removing functionality.
• Ownership and Licenses for Endura
  Any and all rights, including all intellectual property rights, in Endura are either licensed to or owned by NAV. The use of Endura is licensed and not sold to you and use of Endura and all the intellectual property therein is subject to the Platform Rules. Nothing in these terms intends to transfer any such rights to, or to vest any such rights in you. Our aforesaid rights may not be reproduced, decompiled, reverse-engineered, modified or distributed and no other rights of ownership may be exercised by the participating entity in any way without obtaining our prior written consent. You may not create derivative works of, or tamper with our intellectual property and any certificate, software, or documentation which may be available in connection with Endura. Any unauthorised use, copying, reproduction, re-transmission, distribution, dissemination, sale, publication, broadcast, or other circulation or exploitation of our rights or part thereof will constitute an infringement thereof.

5. PROPOSAL SUBMISSION POLICY AND PRODUCT FEEDBACK

NAV and the FirstRand group of companies, their employees and contractors do not seek, accept, consider, review, keep or return any unsolicited proposals / ideas / concepts / inventions / information / suggestions / discussions / discoveries / artwork / content / product names or the like, including for advertising campaigns and marketing strategies (hereinafter collectively referred to as "proposal/s"). Accordingly, please do not send or provide any proposals in any form to NAV, the FirstRand group of companies, its employees or contractors through any means, such as website, e-mail, mail, social media, telephone calls, meetings, discussions, etc.

Our aforesaid approach is in the interest of protecting both your potential rights in such proposals and our rights, taking into account that NAV and the FirstRand group of companies have a number of research and development centres and may already have considered similar proposals alternatively, the proposals may be in the public domain or may not be inventive. Furthermore, our approach is to avoid potential misunderstandings or disputes when NAV, the FirstRand group of companies or their contractors' products, services, technologies, advertising, promotions, marketing strategies, content, names or any other aspect of their entities, already developed or to be developed, might appear identical or similar to submissions provided to NAV. We highly recommend that you first speak to an Intellectual Property attorney prior to submitting or discussing your proposals with ANY person If, despite our request that persons do not send us their proposals, you still submit them, even if included in product feedback (as explained further below), then regardless of what any contrary statements contained in or accompanying your proposals might say (e.g. statements such as "confidential", "secret" or the like), the following terms will apply to your proposals and to any additional information disclosed during subsequent proposals, discussions, correspondence, negotiations or the like:

• Terms when submitting solicited (unless expressly otherwise stated by us in writing) and unsolicited proposals and feedback:
  You agree that: (1) all proposals will be submitted on the basis that it was provided on an entirely unsolicited, voluntary, unrestricted, unconditional and non-obligatory basis and the contents thereof are non-confidential and not proprietary; (2) in the event that your proposal contains any proprietary information, which is not admitted by us, by submitting the proposals you unequivocally waive enforcing such rights against us and/or grant NAV, the FirstRand group of companies and its contractors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable/assignable license to use, reproduce, distribute, sublicense to others, modify, translate, prepare derivative works of, publicly display and disclose the proposals/feedback, including to use them, in our sole discretion, for any commercial or other purpose whatsoever without approval from, acknowledgement/attribution of or compensation to you or any third party; (3) should we acknowledge receipt of any proposal/feedback, it will not constitute an admission by us of the proposal/feedback's novelty, priority, originality, confidentiality or that proprietary rights subsists therein and it does not impair our rights to contest existing or future rights, including intellectual property rights relating thereto; and (4) no contract pertaining to your proposals and feedback, other than these non-negotiable terms, will exists between you and us, no written or verbal variation or modification of these terms, including this clause, will be contemplated or responded to and we will not agree to or sign a non-disclosure or confidentiality agreement regarding the proposals and feedback.
• Solicited proposals and product feedback
  NAV does, however, welcome the participating entity through its Administrators or Users to send comments, remarks, suggestions, questions, complaints or other information to us ("feedback") regarding the existing Endura products, services and marketing strategies. Please note, the same terms found under the above heading "Terms when submitting solicited and unsolicited proposals and feedback" will equally apply, with the necessary changes, to any solicited proposals and feedback submitted, regardless of what your solicited proposals and feedback may say.
  Due to the volume of anticipated proposals and feedback that we may receive, we hope you can understand that we cannot acknowledge or respond to each one, so although your proposals or feedback is appreciated, you may not hear back from us. However, we do appreciate this interest in NAV and the FirstRand group of companies and want to thank each person who has taken the time and effort to get in touch with us.

6. EVENTS BEYOND CONTROL

We have no responsibility for its failure to perform any obligations in regard to Endura or under the Platform Rules caused by or related to any event beyond its reasonable control. If such an event occurs, then our obligations will be suspended for the duration of the event. We may, but is not required to, use reasonable endeavours to find a solution by which its obligations in regard to Endura or under the Platform Rules may be performed despite the event.

7. PROTECTION OF PERSONAL INFORMATION

We process all personal information in accordance with the FirstRand Group Customer Privacy Notice which is accessible at http://www.firstrand.co.za

Where you provide any information (including personal information) to us, you:

• Warrant that all information is accurate, complete and correct and undertake to notify us should that information change in any way.
• Indemnify us against any losses, damages, costs, claims or penalties suffered by us, or claims made against us as a result of you not having the required authorisation or being permitted by law to disclose that information or a breach of your warranty set out above.

8. CONFIDENTIALITY

You agree to hold all information shared by us with you in terms of this Solution Agreement and Endura as our confidential information. You agree that you will not disclose, reproduce or distribute such confidential information in whole or in part, directly or indirectly to any third parties whatsoever during the term of this proof of concept period and thereafter, unless such confidential information became publicly available other than as a result of a breach of this Solution Agreement; or was lawfully in your possession before its disclosure under this Solution Agreement or was disclosed to you through one or more third parties who were free to disclose it.

9. LIMITATION OF LIABILITY

• Although we take reasonable care to prevent harm or loss to you, we will not be liable for any kind of loss or damage you may suffer, including direct, indirect, special, incidental or consequential damages, because of your use of, or inability to use Endura.
• We will not be liable for the following:
  • any loss or damage, which you or any other party may suffer due to unauthorised interception and/or monitoring of electronic communications.
  • any loss or damage if you did not safeguard your access credentials, profile, profile credentials and/or if you do not follow the steps recommended by us from time to time.
  • late or delayed transactions or instructions.
  • loss or damage arising from the unauthorised use of Endura, including where Administrators and Users exceed their authority.
  • loss or damage arising from any errors or delays in communication systems that are outside of our control.
  • loss or damage due to the reliance on data, validations, ratings, benchmarks or any other information provided through Endura.
• If a breach or a dispute arises in connection with this Solution Agreement, each party must at the request of the other appoint a representative with settlement authority to meet with the other party's representative within 14 (fourteen) days.
• If the parties' representatives fail to resolve the dispute, either party may institute arbitration in accordance with the Arbitration Act, 1965, and the rules of the Arbitration Foundation of South Africa (AFSA) or its successor.
• The arbitrator's decision will be subject to appeal before a panel of 3 (three) appeal arbitrators in terms of the AFSA rules relating to appeals, but either party may have an arbitration award made an order of court. Nothing in this paragraph prevents either party from seeking an order of urgent relief from a court of competent jurisdiction.

10. GENERAL

• This Solution Agreement is the whole agreement between the parties regarding its subject matter. No agreement varying, adding to, deleting from or cancelling this Solution Agreement, including this provision, will be effective unless in writing and signed by the parties.
• Neither party may cede its rights or delegate its obligations under this Solution Agreement to another person or organisation without the prior written consent of the other party, which may not be unreasonably withheld.
• No indulgence by either party to the other party, or failure strictly to enforce the terms of this Solution Agreement, will be interpreted as a waiver or be capable of founding an estoppel.
• This Solution Agreement is governed by the law of the Republic of South Africa.
• Any illegal or unenforceable provision of this Solution Agreement may be severed, and the remaining provisions continue in force.
• Each party chooses its registered address or physical address, and email address provided on Endura as the address to which any notice or legal process must be delivered.

11. REQUIRED DOCS:

• The Acceptance of the Platform Rules
• The Acceptance of this Solution Agreement
• Onboarding Information:
  • Your mandate to Administrator/s and where applicable, a FirstRand Bank Limited employee to act on your behalf, in the form and substance prescribed by us.
  • Your entity's registered name, registered address, email address, registration number.