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SCRYBA SUBSCRIPTION AGREEMENT

IMPORTANT NOTICE! Your subscription to the service/application is subject to all the terms and conditions in this

agreement. Therefore, please scroll through and read all of the terms and conditions in this Agreement carefully before

concluding the activation process. This is a legally binding agreement be tw een you and Scryba for your

subscription to the service/application. You will indicate your acceptance of this agreement i n c l u d i n g any

terms and conditions imposed by required third-party service/application providers, by doing one or more of the following

(or allowing

or authorizing a third party to do one or more of the following for you): (1) clicking I agree or a similar affirmation

as applicable which appears during the activation of your subscription, or (2) accessing or using the service/application,

or (3) signing a copy of the order form. Scryba will notify you of such required third-party service/application provider

terms and conditions by emailing your user address or publishing a

notice on its website or otherwise directing you to the

relevant third-party terms and conditions. If you do not agree to be legally bound by this agreement including any terms

and conditions imposed by required third-party service/application providers, each in their entirety and without

modification or addition (unless agreed otherwise in writing by BlackBooks), then you should contact BlackBooks and

you must not access or use the service/application in any way. As this is a subscription agreement BlackBooks may update

it at any time. The most recent version of this agreement can be accessed on the Scryba website for the subscription

service/application. BlackBooks will make reasonable efforts to communicate any changes to this agreement by sending

an email to your user address or by notice on its website, but it is up to you to ensure that you regularly check, read,

understand, and agree to the most recent version of this agreement as you will be deemed to accept any subsequent

amendments to it if you continue to access and use the service/application.

In this Agreement : (a) the headings are for convenience only and shall not affect its construction or interpretation; (b)

including and includes and similar expressions shall, if the context requires, be interpreted as illustrative, not exhaustive;

references to a person include an individual, a body corporate and an unincorporated association of persons; and (e)

use of the singular shall be treated as including the

plural and vice versa.

1. DEFINITIONS

• Affiliate means any entity that controls you, that you control or that is under common control with you,

where control shall include the right to appoint a majority of the directors or to control the management or

policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly,

including by their shareholding or management rights or shareholders agreement s or voting (as per the

Companies act), means the ownership, directly or indirectly, of equity securities or other ownership interests

which represent more than 50% of the voting power of such affiliate.

• Agreement means these terms and conditions for your Subscription to the Service/application including the

Schedules as amended and updated by BlackBooks from time to time together with any other documents or

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addenda expressly incorporated into these terms and conditions by reference.

• Commencement Date means the date on which you accept and sign the Order or the date you do

anything which indicates your acceptance of this Agreement or the date you access your Subscription or you

do anything consistent with accepting this Agreement such as using the Service/application when you are

asked to confirm that you accept this Agreement during the sign up to the Service/application unless

BlackBooks agrees

otherwise with you.

• Customer Support means assistance from BlackBooks (as the case may be) provides or makes available to

you online or by phone, email, chat, or other

means by the relevant documentation provided by the

BlackBooks entity(s) from which you purchased your Subscription.

• Data Protection Laws means such data protection laws applicable to the Scryba entity with which you

have subscribed to the service/application such as POPI (Protection of Personal Information).

• Device means any device that meets BlackBooks system requirements that you use to access any part of your

subscription.

• Documentation means the prevailing documentation and information made available to you by BlackBooks

and which may be updated by BlackBooks

from time to time, including but not limited to specifications,

technical and user guides including guidance as to minimum system

requirements, that are set out in the

service/application help files and any release related notes, guides or manuals BlackBooks publishes specific

to the version of the application which is made available but excluding marketing materials and sales

publications.

• Schedules means the exhibits to this Agreement.

• Maintenance means updates, upgrades, enhanced and new functionality, patches, and fixes to the

application.

• On-premise Software means software that you may use on your on-premise computers or other devices

or network to use with the

application.

• Order means the order form detailing your subscription purchase, subscription term, and subscription fee

signed by you and Scryba and you containing the details of the service/applications procured by you as

well as the subscription fees which together with this agreement forms a binding contract between you and

BlackBooks;

• Party means either you or BlackBooks as the context requires and Parties means you and BlackBooks

together;

• Privacy Notice means the privacy notice posted on the website of the Bokamoso Advisory

Service/applications (Pty) Ltd entity with which you have Subscribed to the service/application (or such other

URL as BlackBooks may notify you from time to time);

• Renewal Term means the period stipulated in the Order for your subscription term;

• Required Third Party Service/application means a required service/application, software, or subscription

functionality made available by a provider other than BlackBooks that BlackBooks makes available as part

of your subscription;

• Reseller means an independent third party authorized or certified by Scryba to act as a partner or

distributor of the application or service/applications through BlackBooks’ various authorized partners or other

programs;

• Bokamoso means the Bokamoso Advisory Service/applications (Pty) Ltd entity with which you have

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Subscribed to the Service/application as indicated in Schedule 1;

• BlackBooks Technology means images, text, software, music, sound, photographs, video, graphics,

applets, documentation, screenshots, displays, graphical user interfaces, and software incorporated into the

application and all copyright, trade secret, patent, and patent applications,

trademark, and other intellectual

property rights in and to the Service/application, including, but not limited to, object code, the underlying source

code,

algorithms, formulae, data structures, scripts, application programming interfaces and protocols, all

inventions (whether patentable or not),

know-how, ideas, discoveries, compositions, products, schematics,

databases, drawings, designs, samples, models, processes, procedures,

data, information, manuals, notes,

and any item marked confidential or proprietary;

• Service/application/Application means the provision by Scryba of the products selected above

including related maintenance and customer support that BlackBooks (as the case may be) makes available

to you as part of your subscription and for which you must pay the applicable subscription fee;

• Subscription means your access to and use of the application in a cloud or wireless environment together

with the use of any supplemental service/applications and required third-party service/applications that

BlackBooks makes available to you as part of this agreement and subscribe or subscribed shall be construed

accordingly;

• Subscription Fee(s) means the purchase price owed to the Scryba Group plc entity with which you

Subscribed to the Service/application for access to the various components of your Subscription for the

Subscription Term whether paid directly by you to BlackBooks;

• Subscription Term means the term of this agreement as stipulated in the applicable order, being the initial

subscription term together

with any renewal terms;

• Supplemental Service/applications means, if available, optional software or service/applications you may

elect to include in your subscription;

• Use means to activate the subscription, execute the service/application, and use Customer Support, provided

that: (a) you access your subscription only

from your devices, and (b) you execute the functionality of the

application during the subscription term (i) for its intended purpose solely in connection with the

management of the business that you and where applicable your affiliates conduct, and (ii) solely to the extent

of any applicable limitations (whether as to the number or types of uses or supplemental service/applications

you purchase) set out in this Agreement ;

• Users means individuals that access the application whether through yours or their subscription through the

use of your network, devices, or user ID(s) and a password(s);

• You and your means or refers to the organization or person that BlackBooks has registered to use the

application;

• Your Content means the data and other information that you upload to or process through the

Service/application;

2. LICENSE GRANT AND RESTRICTIONS

a) License Grant. Subject to your compliance with this Agreement and payment of all applicable subscription

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fees, BlackBooks grants you a limited,

non-exclusive, non-transferable, non-sublicensable, and

revocable license of the scope described in this Agreement to access and use your subscription for you

per instructions and documentation that BlackBooks provides only if you or someone acting on your behalf

and at your direction has: (a) placed an order with Scryba for an initial subscription term or a renewal

term (as the case may

be), a subscription upgrade (such as for more users, supplemental

Service/applications, etc.) And BlackBooks has accepted such order; (b) accepted all of the

terms and

conditions of this agreement either before or during activation of your Subscription (as described above); (c)

accepted or agreed

to all of the terms and conditions that a third party imposes on your use of a required

third-party Service/application; and (d) accepted or agreed to any terms and conditions that may apply to any

such supplemental service/applications. Your subscription may include required third-party

services/applications,

which are a required component of your subscription. Your use of a required third-

party service/application is subject to the terms and conditions imposed by the required third-party

Service/application provider(s). If you do not accept or agree to the terms and conditions imposed by the

Required third-party service/application providers, Scryba cannot grant you and you do not have a

license to use the subscription.

2.1

The service/application may be hosted by BlackBooks or a third-party subject to the terms and conditions

of a separate hosting agreement to be entered by You.

2.2

In the event you use on-premise software that integrates with the service/application, your use of such

on-premise software is subject to the terms

and conditions of the relevant end-user license agreement,

subscription agreement, or other agreement applicable to such on-premise s

o f t w a r e

. You are

only authorized to access and use the functionality of the service/application through (i) your private

Internet or extranet using an internet connection you provide or (ii) a wireless communication network

you connect to, on devices you provide.

2.3

You may not install any components of the service/application on your devices unless BlackBooks

provides express instructions for you to do so.

2.4

You shall not:

2.4.1

rent, lease, sublicense, loan, sell, reuse, distribute, market, or commercialize any portion of the

subscription or service/application or use the

service/application as part of facility management,

timesharing, or service/application bureau arrangement or for software or application

development;

and

2.4.2

duplicate any portion of the service/application or documentation or remove any proprietary

notices or labels from the service/application including, but not limited to, the BlackBooks name,

BlackBooks logo, BlackBooks product names, or names or logos of required third party service

providers wherever they appear; transfer or delegate any right granted to you under this

agreement or permit any parent, affiliate (except as allowed by clause 2.6 below), subsidiary

or any other third party to use or benefit from any functionality found in the

Subscription,

either directly or via a facility management, timesharing, service/application bureau or any other

access arrangement; and

2.4.3

conduct any activity prohibited by clause 2.17.

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2.5

You may Use the subscription and service/application to process the data of an affiliate only if:

2.5.1

Your aggregate use of the service/application is limited to a single dataset unless you have

paid the relevant subscription fees for your affiliates to access and use the service/application

in which case your affiliates may access and use the service/application per this agreement;

2.5.2

You understand and agree that where any affiliate accesses and uses the service/application,

any act or omission of your affiliates shall be

deemed to be your act or omission and that

you shall have in place appropriate measures including, but not limited to,

organizational

and technical measures to ensure that your affiliates are aware of and comply with the terms of

this agreement as if they were a party to it. If you become aware of any breach of the terms of

this agreement by your affiliates, you must notify

Scryba immediately in writing of the

breach and you must, at your own cost, take any corrective action as directed by BlackBooks;

2.5.3

You maintain an accurate list of Affiliates on file with BlackBooks; and

2.5.4

You promptly notify BlackBooks if any company is no longer an affiliate, in which case such

Affiliate shall automatically lose any rights of use relating to the service/application.

2.6

Except to the minimum extent allowed by your local jurisdiction, you shall not rename files or alter, modify,

reconstruct, translate, localize,

decompile, disassemble, decrypt, reverse engineer, discover, attempt to

derive source code from, remove any proprietary notices from, or

create derivative works based upon

the service/application, or required third party service/applications, in whole or in part. If your local

jurisdiction allows any of these activities, you shall provide BlackBooks with 10 business days prior

written notice before conducting any of these activities.

2.7

You must not use or copy (irrespective of the extent of copying) the whole or any part of the graphic

user interface, operating logic, or

underlying database structure and database fields of the

service/application for incorporation into or the development of any software or other product

technology.

2.8

You must not use or try to use, your subscription and the service/application in a way that Scryba

has not specifically allowed. For example, you must

not try to make the subscription or

service/application work in a particular way if it does not usually work in that way.

2.9

BlackBooks will use reasonable commercial efforts to ensure that the service/application will be

accessible to connection from the Internet, however, you understand that the service/application may

be interrupted by routine maintenance. Scryba will use its commercially reasonable efforts to

minimize such interruption and to schedule such maintenance at non-peak hours.

2.10

You will be responsible for providing and maintaining your compatible equipment, software, and

communications lines which are

required to connect you to the Internet and access the

service/application, and for your compliance with any third-party license terms or other third-party

agreements with your use of your equipment, software, and communications lines.

2.11

You acknowledge and agree that as the service/application is accessible via the internet it is therefore

subject to limitations, security vulnerabilities,

delays, and other problems inherent to the operation of the

Internet and other electronic communications and that BlackBooks and/or its licensors will not be liable

or responsible to you for any such delays, interruptions, security problems, delivery failures or other

damage resulting from

such problems.

2.12

BlackBooks may suspend access to the service/application without telling you and without liability, but

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wherever practicable BlackBooks will give you reasonable

prior notice:

2.12.1

if there is an attack on the servers of BlackBooks hosting solution or other events for which

BlackBooks reasonably believes the suspension of the Service/application is necessary to

protect you, other Scryba customers, or Scryba;

2.12.2

if required by law or regulation or as compelled by law enforcement or government authority.

2.13

Any rights to use the service/application not expressly licensed to you in this agreement are strictly

prohibited. All rights not expressly set out in this agreement acknowledge that you have been made

aware of and have met all technical requirements for the subscription, including, but not

limited to, the

requirement to have internet access.

2.14

You shall (a) comply with all applicable laws and regulations on your use of and access to your

subscription; (b) prevent

unauthorized access to your subscription and promptly notify Scryba of

any unauthorized access or use; (c) Use the subscription and service/application only per its

documentation and this agreement ; (d) comply with all notices, policies, and instructions BlackBooks

provides regarding your content; and (e) keep confidential all user ID(s) and passwords BlackBooks

provides you to access and activate your subscription.

2.15

You are solely responsible for (a) your users’ compliance with this agreement, and (b) maintaining the

confidentiality of your user ID(s) and password(s) and for all activity that occurs under your user ID(s)

and password(s) unless the breach in confidentiality is caused directly by BlackBooks. You shall

promptly notify Scryba of any unauthorized activity or breach of security that you discover.

2.16

Prohibited Activities.

You shall not use the subscription and Scryba may immediately and without notice suspend or

terminate your Subscription if you:

2.16.1

Provide BlackBooks with fraudulent information;

2.16.2

Send spam or other unsolicited or duplicative Scryba in violation of applicable laws;

2.16.3

Store, distribute, or transmit material that is (i) obscene, threatening, libelous, or otherwise unlawful

or tortious (including material harmful to children or in violation of third-party privacy or intellectual

property rights), or (ii) contains viruses or other harmful or

malicious code that may compromise

the security or functionality of any website, program, process, business or data;

2.16.4

Use any tool, process, or method to (i) collect or detect email addresses, financial information, or

other information from BlackBooks or

other Scryba customers; or (ii) attempt to gain

unauthorized access to the Subscription, the Service/application, other accounts, computer

systems or networks connected to or supporting the Subscription through hacking, password

mining or by any other means;

2.16.5

Post, upload, and use framing techniques to use or otherwise distribute copyrighted material

without the consent of the copyright holder;

2.16.6

Use the Subscription in any way that threatens the integrity, performance, or reliability of the

Subscription infrastructure (including performance or stress testing), or in any manner that works

around any technical limitations in the Subscription; or

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2.16.7

Make or attempt to make a local non-cache copy of any part of the Subscription.

2.17

You shall not facilitate or aid the third party in any of the activities described in this clause 2.

2.18

It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use

of your Subscription. In general,

Scryba will not tolerate any use which damages or is likely to

damage BlackBooks’ business or reputation, the availability or integrity of the Service/application, or

which causes BlackBooks or threatens to cause Scryba to incur any legal, tax, or regulatory liability.

2.19

BlackBooks may charge you for any costs it incurs in connection with your breach of this

agreement, including costs incurred to enforce your compliance. BlackBooks cannot monitor, has no

control over, and is not responsible for your internet connection, network, wireless connection,

bandwidth, the content of your device(s), and/or any other equipment you utilize. BlackBooks reserves

the right to restrict, change, suspend, or terminate your subscription by any means if your access, use,

or connection to the Service/application impairs or adversely affects Scryba operations or

the

service/application, including use of the service/application by others.

3. SUBSCRIPTION TERM

3.1

You may subscribe to the service/application for the subscription term. Your subscription term will be

stated in your Order which may be a month-to-month or annual subscription dependent on your Order.

3.2

Provided you pay the required subscription fees per this agreement your subscription will

automatically renew for

subsequent renewal terms equal to the expiring subscription term (unless

agreed otherwise with BlackBooks) per the terms of this agreement and will continue until one of the

following events occur: (a) you terminate your subscription per the provision of this agreement ; (b)

BlackBooks terminates your subscription per the provisions of this agreement or (c) this Agreement

terminates per its terms.

3.3

If at any time during your subscription term you want to increase the number of your users subscribing

to the service/application or your access to additional components of the service/application, you must

pay the applicable subscription fee for each additional user and/or access to the additional

service/application component and your subscription fee will be prorated from the date access to the

additional service/application components is made available

to you and/or the additional users are added

to your subscription until the commencement of your next renewal term.

3.4

If you wish to decrease the number of users subscribing to the service/application or reduce your access

to the various service/application components you may

do so from the commencement of your next

renewal term when your subscription fees will be calculated for your next renewal term to take account

of the reduced number of users accessing the service/application and/or your reduced access to the

service/application components.

4. SUBSCRIPTION FEES

4.1

With regards to BlackBooks Business Cloud Payroll, your Invoice will be mailed to you on a monthly

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or an annual basis dependent on your Order

within the first week of the month in which the invoice is

received by you and your invoice payable within thirty (30) days of invoice. In addition, you may be

requested to sign a debit order form if required by BlackBooks.

4.2

With regards to Scryba Business, your invoice is payable upfront on either a monthly or an annual

basis per the applicable payment options specified on your Order. In addition, you may be requested to

sign a debit order form if required by Scryba.

4.3

You will provide BlackBooks with payment information that is accurate and current, including your billing

address and if Scryba accepts payment

from you by credit, debit, or another bank card, the

expiration date of such credit, debit, or another bank card. You shall notify Scryba promptly of any

changes to your payment information. You agree to accept invoices from BlackBooks by email and to

provide BlackBooks with an email address to which invoices can be sent. You also agree to have in

place the relevant procedures to ensure you monitor and check the email address for

invoices that may

be sent to you in connection with this agreement.

4.4

You authorize BlackBooks to collect your payment of subscription fees in the applicable currency stated

in your Order, using the payment method, payment frequency, and payment information you provide,

and that BlackBooks accepts. Subscription fees quoted include applicable taxes and applicable taxes

will be included in the amount Scryba charges you. Should your subscription expire, Scryba will

levy reinstatement fees if you wish to reinstate your access.

4.5

The subscription fees you pay will be based on BlackBooks’ current price list, which may vary from time to

time and are subject to such concessions as Scryba may in its absolute discretion apply from time

to time. Subscription fees may increase per clauses 3.3 and 3.4.

4.6

BlackBooks reserves the right to increase the subscription fees annually on 1 March. BlackBooks will

give you 30 days of written notice before the expiry of the subscription term to renew your subscription.

If you continue to use your subscription after the fee change takes effect, you will be

deemed to (a)

agree to the fee change and (b) authorize Scryba to collect the new subscription fee amount using

the agreed payment method. Scryba shall be entitled to increase the Subscription fees by an

amount not exceeding the Consumer Price Index plus 3% (three percent).

4.7

You are responsible for providing BlackBooks with your most current contact and billing information. You

agree that, so long as your subscription is active, BlackBooks may automatically bill the same credit

card or debit the same bank account you provided to Scryba on the same periodic basis as

previously agreed with you, unless subsequently agreed otherwise.

5. OWNERSHIP RIGHTS

5.1

Your right to use the subscription is licensed and not sold.

5.2

As between you and Scryba:

5.2.1

you shall own and retain all rights, title, and interest in your content, including your trade names,

service/application marks, or any other trade

insignia;

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5.2.2

BlackBooks and/or its licensors shall own and retain all intellectual property rights, titles, and

interest in and to:

I. their respective trade names, logos, service/application marks, or any other trade

insignia,

II. the service/application, documentation, and the underlying technology, and

III. all content, including, without limitation, Scryba technology, but excluding your

content.

5.3

Any right to use, transmit, reproduce, distribute, download, or exploit Scryba technology not

expressly licensed to you in this Agreement is strictly prohibited. All rights not expressly set out in this

agreement are reserved by Scryba.

5.4

You agree that BlackBooks may, when necessary, maintain, upgrade, troubleshoot, and/or protect the

integrity of your subscription, your content, and the service/application, access and/or download your

content on a limited basis and for the sole purpose of completing maintenance,

upgrades,

troubleshooting, and/or protecting the integrity of your subscription, your content, and the

service/application.

6. LIMITED WARRANTIES AND DISCLAIMERS

6.1

BlackBooks warrants that:

6.1.1

the service/application will perform substantially per the documentation (where utilized per

BlackBooks operating instructions) and will be provided with reasonable care and skill. This

warranty only applies so long as you use the service/application per BlackBooks operating

instructions (for example, the Documentation); and

6.1.2

during your subscription term it will use commercially reasonable efforts to ensure that the

Service/application will meet the service/application level

specified in any service/application-

level guidelines notified to you by the Bokamoso Advisory Services (Pty) Ltd entity from which

you purchased your subscription.

6.2

If you notify Scryba in writing that the service/application does not conform with any of the warranties

in clause 6.1 Scryba will use reasonable commercial efforts to correct any such non-conformance

promptly or provide you with an alternative means of accomplishing the desired performance. Subject to

your right to terminate the service/application per the provisions of this agreement, such correction or

substitution constitutes

your sole and exclusive remedy for any breach of the warranties set out in clause

6.1.

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6.3

BlackBooks:

6.3.1

does not warrant that your use of the service/application will be uninterrupted or error-free, or

that the service/application, documentation, and/or the

information obtained by you through

the service/application will meet your requirements or produce particular outcomes or results

(irrespective of whether you informed BlackBooks about how you intend to use the

service/application at the point of purchase); and

6.3.2

is not responsible for any delays, delivery failures, or any other loss or damage resulting

from the transfer of data over

communications networks and facilities, including the internet,

and you acknowledge that the service/application may be subject to limitations, delays, and

other problems inherent in the use of such communications facilities.

6.4

Other than the express, limited warranties stated in this clause 6, BlackBooks and its suppliers

and licensors expressly disclaim

to the fullest extent permitted by applicable law all other

representations, warranties, conditions, and guarantees of any kind or nature whatsoever,

whether express, implied, statutory or otherwise, including but not limited to any warranties,

conditions or guarantees (a) of merchantability or satisfactory quality, (b) of fitness for a

particular

purpose, or (c) of non-infringement of proprietary or intellectual property rights of

any third party, and (d) arising

from custom or trade BlackBooks or by any course of prior

dealing or course of performance. You acknowledge that the utility of business management

software decreases as technology evolves and the business environment changes and that you

are free to decide and are responsible for deciding when to cease using the service/application.

6.5

Other Limitations and Requirements

6.5.1

If you purchased your subscription or any other related service/applications from any distributor,

reseller, or dealer you should investigate and satisfy yourself regarding their experience, skills,

and qualifications. Any such third party from whom you have purchased the

subscription or

other service/applications is an independent contractor and is expressly not appointed or

authorized by BlackBooks as its servant or

agent. No such person has any authority, either

express or implied, to amend this agreement, enter into any contract or

provide any

representation, warranty, or guarantee with or to you on BlackBooks behalf, or otherwise to

bind Scryba in any way whatsoever. BlackBooks will not be responsible for any

modifications made to the service/application by such persons, nor for any of their acts or

omissions.

6.5.2

You are responsible for adopting reasonable measures to:

I. Ensure the accuracy of your content and the process by which it is input into the

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service/application;

II. Examine and confirm results obtained from the service/application before you rely

on it;

III. Adopt procedures to identify and correct errors and omissions; and/or

IV. Reconstruct your content.

7. EXCLUSIONS OF AND LIMITATIONS ON LIABILITY

7.1

Nothing in this agreement excludes BlackBooks’ liability for:

7.1.1

death or personal injury caused by Scryba negligence;

7.1.2

fraud or fraudulent misrepresentation; and/or

7.1.3

any other matter Scryba cannot limit or exclude by applicable law.

7.2

You acknowledge that the provision of the service/application is inherently complex and may not be free

from errors and that you have been advised to verify the work produced by the service/application.

subject to clause 8.1 neither BlackBooks nor its suppliers, or third-party providers shall be liable to you

whether in tort, (including negligence or breach of statutory duty), delict, contract, misrepresentation,

restitution, or otherwise (even if Scryba

knew or should have known there was a possibility you

could suffer or incur such loss or damage) for:

7.2.1

any special, indirect, incidental, consequential, or punitive damages resulting from any defect in

the subscription;

7.2.2

any loss of profits, loss of business, loss of chargeable time, loss of anticipated savings,

depletion of goodwill, or similar losses however caused;

7.2.3

loss of use or loss of or damage to data/information inputted by you into the service/application.

7.3

Subject to clauses 8.1 and 8.2 in no event shall BlackBooks liability to you arising out of or in

connection with the service/application, your subscription, or this agreement, whether in

contract, tort, or otherwise, exceed the subscription fees paid by you in the twelve (12) months

preceding your claim, or any shorter period if this agreement terminates for any reason before

the end of your first subscription period.

7.4

You acknowledge and agree that this Agreement allocates risk between you and Scryba as

authorized by applicable law and that the

Subscription pricing reflects this allocation of risk and the

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exclusions and limitations of liability contained in this agreement. If any remedy

hereunder is determined

to have failed of its essential purpose, all other limitations of liability and exclusion of damages set out

in this agreement shall remain in full force and effect.

7.5

You acknowledge that unless you and BlackBooks agree in writing for BlackBooks to provide any

professional service/applications directly to you in connection with your subscription, you are responsible

for engaging a qualified third party to provide any professional service/applications for you on terms you

negotiate. You also acknowledge that you are responsible for independently investigating the skills and

qualifications of such a third party to ensure that

they provide you with the level of skill and

service/application your business requires. You agree that BlackBooks shall have no liability whatsoever

for any failure associated with such professional service/applications, even if the party you engage is

an authorized or certified reseller, consultant, or installer

of BlackBooks products or

services/applications.

7.6

If you wish to bring a claim or other civil proceeding arising out of or in connection with this agreement,

you represent and warrant to Scryba that the involvement of you and any of your affiliates in such

a claim or proceeding shall not give rise to any increase in or

multiplication of any cap placed on

Scryba liability.

8. INDEMNIFICATION

8.1

If you receive notice of any claim that your use of any part of the service/application infringes any third

party’s intellectual property right in a patent,

shall defend and shall indemnify and hold you harmless by paying any resulting costs and damages

finally awarded by a court of competent jurisdiction for any such indemnity claim provided that you:

8.1.1

notify BlackBooks in writing promptly upon becoming aware of the Indemnity Claim;

8.1.2

at Scryba’ request and expense, give BlackBooks such information and assistance as is

reasonable under the circumstances; and

8.1.3

do not independently defend or respond to any claim or threatened claim and give Scryba the

right to settle the indemnity claim at BlackBooks’ sole discretion and Scryba’ expense.

8.2

This indemnification does not extend to any indemnity claim:

8.2.1

arising from the combination of the service/application with other elements not under Scryba’

sole control;

8.2.2

arising from any part of the service/application that you or a third-party modify, or that

incorporates specifications, designs, or formulas that

you provide;

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8.2.3

which arises as a result of your continued use of the service/application after you have been

notified that it infringes the rights of a third party; or

8.2.4

if with an indemnity claim, you do not comply with clause 8.1 above.

8.3

If you are prevented from using the service/application because of an actual or threatened infringement,

then at Scryba option:

8.3.1

BlackBooks shall promptly either obtain for you the right to continue using the affected part of the

Service/application; or

8.3.2

Replace or modify the affected part of the Service/application so that it becomes non-infringing.

8.4

If having used all reasonable commercial efforts BlackBooks cannot achieve either of the circumstances

in clauses 8.3.1 or 8.3.2 on reasonable

terms and you give BlackBooks a written notice to do so,

BlackBooks will promptly refund to you a pro-rata portion of the subscription fee based on your Use of

the Service/application during your relevant subscription term, when this agreement including your right

to use the service/application shall automatically

terminate.

8.5

This clause 8 sets out BlackBooks’ entire financial liability for an indemnity claim.

9. PRIVACY

BlackBooks will not actively monitor Your Content but will investigate complaints of violations of a third-

party right. BlackBooks will cooperate with those

attempting to minimize Internet or telecommunication

abuse and reserves the right to institute filters or other mechanisms for that purpose. BlackBooks will

cooperate with law enforcement authorities and may notify such authorities if it suspects that you are

engaged in illegal activities. For more information regarding BlackBooks’ protection of your information,

please consult BlackBooks Privacy Policy. In its sole discretion, BlackBooks may

change the Privacy

Policy from time to time and will post a notice of the changes to the Privacy Policy on its website. Your

use of third-party

supplemental services/applications or required third-party services/applications may

also be subject to the privacy policies of those third-party providers.

10. CONFIDENTIALITY

10.1

BlackBooks shall implement commercially reasonable security measures designed to prevent the

disclosure or dissemination of your content and information regarding your subscription to any third

party without your written consent and shall not use your content for BlackBooks’ benefit or the benefit

of any third party, except to the extent permitted by this agreement. Notwithstanding the foregoing, you

agree

that Scryba may provide your content to those third parties that Scryba engages to

14 | P a g e

provide service/applications of and support for the subscription, required third-party service/applications,

and your supplemental service/applications.

10.2

You shall implement commercially reasonable security measures designed to prevent the disclosure or

dissemination of the Service/application, Scryba

technology, and information about your

subscription to any third party without BlackBooks written consent, and shall not use the

service/application, BlackBooks technology, or information about your subscription for your benefit or

the benefit of any third party, except to the extent permitted by this agreement.

10.3

If you are or Scryba is requested according to or required by, applicable law, regulation, or legal

process to make disclosures of information (Protected Information) otherwise prohibited by clauses 12.1

or 12.2, below, each of us will promptly notify the other (if not prohibited by law or legal or regulatory

process) so that the other may seek a protective order or other appropriate remedy or, in the other’s sole

discretion, waive compliance with the terms of this agreement. If no such protective order or other remedy

is obtained, or the other

party does not waive compliance with the terms of this agreement, then each

party shall furnish only that portion of the Protected

Information which it believes in good faith, after

consulting with legal counsel, it is legally required to disclose and will exercise all reasonable

efforts to

obtain reliable assurance that confidential treatment will be accorded to the Protected Information.

11. ANTI-BRIBERY AND CORRUPTION

Each party will and will procure that person associated with them:

11.1

comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption

(relevant requirements);

11.2

not engage in any conduct which would constitute an offense under any of the relevant requirements;

11.3

not do, or omit to do, any act that may lead the other party to be in breach of any of the relevant

requirements

11.4

promptly report to the other party any request or demand for any undue financial or other advantage

received by it in connection with this agreement;

11.5

have and maintains in place during the term of this agreement its policies and procedures to ensure

compliance with the relevant requirements and will enforce them where appropriate.

12. DATA PROTECTION

12.1

Where, as part of the service/application BlackBooks processes on your behalf data classified as

personal data or special categories of personal data as such terms are defined in the Protection of

Personal Information Act (POPIA), Scryba shall process such personal data per POPIA and other

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applicable privacy laws. BlackBooks shall:

12.1.1

maintain technical and organizational security measures and safeguards enough to comply

with at least those obligations imposed on controllers by POPIA; and

12.1.2

act only on instructions from you (as controller) in respect of such personal data and to

process it only for: (a) performing BlackBooks obligations under this agreement and to

prevent or address service/application or technical problems; and

(b) as compelled by law per clause 10 (Confidential Information); or (c) as you expressly

permit in writing,

and (at Scryba option) allow you to either audit BlackBooks

compliance with the requirements of the POPIA s on reasonable written notice at

reasonable intervals or provide you with reasonable evidence of BlackBooks compliance.

12.2

While such personal data is in BlackBooks’ possession BlackBooks will be responsible for the

performance of its personnel (including its employees and contractors) and their compliance with

Scryba obligations under this Agreement, except as otherwise specified within this Agreement.

12.3

For more information on (a) how BlackBooks uses the information you provide to BlackBooks and (b)

any additional country-specific information in connection with the POPIA, you should refer to the website

and Privacy Notice of the Bokamoso Advisory Services (Pty) Ltd entity from which you purchased the

Subscription (or such other URL as BlackBooks may notify to you from time to time).

13. TERMINATION

13.1

This agreement commences on the commencement date and continues for the period as stipulated in

the order unless it is terminated per the provisions of this agreement. You cannot access the

Service/application, or the subscription after this agreement is terminated.

13.2

Your subscription will automatically renew for the renewal term equal to the expiring subscription term

unless either party gives the other

three (3) months’ written notice of non-renewal before the end of the

subscription term that is expiring. Where a party gives such written

notice then your subscription shall

end at the end of the relevant subscription term.

13.3

BlackBooks may terminate this agreement on written notice to you:

13.3.1

if you fail to pay when due any subscription fee and Scryba then gives you 10 working days

written notice of such late payment and after 10 working days you have still not paid such

amount (unless the Bokamoso entity from which you purchased your subscription has agreed

a different notice period within which you must pay your subscription fee);

13.3.2

if you fail to comply with any term of this Agreement and, if capable of remedy, do not rectify your

noncompliance within 30 days

of Scryba’ written notice requiring you to remedy your non-

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compliance. Where a breach is a material breach or a breach not capable of remedy

BlackBooks may in its sole discretion terminate this Agreement on written notice to you with

immediate effect;

13.3.3

to the extent applicable under your local jurisdiction, if you cease to exist, cease to trade, become

bankrupt, go into liquidation, suffer or make any winding up petition, make an appointment with

your creditors, have an administrator, administrative receiver,

or other receiver appointed, benefit

from a statutory moratorium of your debts, or if you are affected by any similar circumstances.

13.4

If this agreement terminates for any reason, your content will remain your content and you are entitled to

extract it before the end of this agreement. However, your failure to extract your content will not prevent

this agreement from ending. Scryba may be able to extract your content up to 30 days after this

agreement has terminated and may make a charge for providing your content to you in such

circumstances.

13.5

BlackBooks will have no liability to you or any third party for the termination of this agreement with or

without cause, including without limitation,

liability for compensation, reimbursement, or damages on

account of the loss of prospective profits or account of expenditures,

investments, leases or

commitments made in connection with your business or goodwill or for any other reason whatsoever.

13.6

Any provision of this Agreement that expressly or by implication is intended to come into or continue in

force on or after termination or

expiry of this agreement shall remain in full force and effect.

13.7

Termination or expiry of this agreement shall not affect any rights, remedies, obligations, or liabilities of

the parties that have accrued up to the date of termination or expiry, including the right to claim damages

in respect of any breach of the agreement which existed at or before

the date of termination or expiry.

14. GENERAL TERMS

14.1

Independent contractors. each party is an independent contractor and neither party will represent itself

as an agent, servant, franchisee, joint venture, or legal partner of the other.

14.2

Export. The service/application and your subscription may be subject to export laws and regulations of

the Republic of South Africa and other jurisdictions. Each party represents that it is not named on any

South African government denied-party list.

14.3

Transfer and assignment. You shall not transfer, delegate, or assign this Agreement in whole or in part,

directly or indirectly, by operation of law, merger, acquisition, or otherwise without BlackBooks’ prior

written consent. This Agreement is assignable by BlackBooks and BlackBooks is entitled to sub-contract

any of its obligations under this agreement provided that any such sub-contracting will not relieve

BlackBooks of its obligations to you.

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14.4

Jurisdictional Rights. This agreement gives you specific legal rights and you may also have other

rights which vary from jurisdiction to jurisdiction, for example, some jurisdictions do not allow the

exclusion or limitation of implied warranties or liability for incidental or

consequential damages, so

some or all of the provisions of this agreement may not apply to you in which case the provisions of clause

14.15

will apply.

14.5

Waiver. No failure of either party to exercise or enforce any of its rights under this agreement will act as

a waiver or continuing waiver of such rights. Such rights may only be waived in writing and signed by

both parties.

14.6

Audit Rights. With or without prior notice, BlackBooks may audit your Use of the Subscription through

the Service/application to ensure that you comply with the terms and conditions of this Agreement. If an

audit reveals that you have underpaid fees or owe fees to Scryba, Scryba will invoice you for

the underpayment or amount due based on the BlackBooks price list in effect at the time the audit is

completed.

14.7

Auto updates. Your Subscription may contain auto-update technology, a feature used to provide

maintenance as part of your subscription. This feature cannot be disabled. This feature will: (a) connect

to BlackBooks or service/application provider computer systems over the Internet; (b) use Internet

protocols to recover standard computer information to determine whether maintenance is required, and

By using the service/application initially, you consent to the transmission of standard computer

information and the automatic downloading and installation of maintenance.

14.8

Monitoring. The Subscription may contain technologies that monitor, record, and report to Scryba, in

anonymized form, information regarding your Use of the Service/application, i.e., information

concerning the devices used to access the Service/application and the frequency, type, and manner

of Use

(collectively, BlackBooks Data). You agree that BlackBooks may, in its sole discretion, collect

and use ScrybaData to support, maintain, and improve

the Service/application and to enforce

BlackBooks rights under this agreement. To the extent any BlackBooks Data is personal information

within the meaning of applicable law, you hereby consent to Scrybacollection and use of such

ScrybaData for these purposes.

14.9

Force Majeure. Scrybawill have no liability to you under this agreement if it is prevented from or

delayed in performing its obligations under this agreement, or from carrying on its business by acts,

events, omissions, or accidents beyond its reasonable control.

14.10

No Third-Party Beneficiaries. Except as expressly set out in this agreement, a person who is not a party

to this agreement will have no right to enforce any terms in this agreement.

14.11

Notices and Electronic Communications. Your day-to-day communication with BlackBooks must be via

the contact details given in Scrybarelevant documentation and Scrybacommunication to you

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will be via those details given to Scrybawhen you accepted this Agreement (or any new

details

which you subsequently notify to Scryba). Each party will use the appropriate communication

medium, including e-mail and in the case

of BlackBooks communicating with you, by publishing notices

on its website. Any formal notice required to be given under this agreement will be

in writing and will

be sent by pre-paid mail or recorded delivery or by email to the party required to receive the notice at

the address given

for that party. Any notice will be deemed to have been duly received if sent by: (a)

pre-paid mail, 48 hours after posting; or (b) recorded delivery on the next business day; or (c) email at

0800 on the next business day after the email is sent, or earlier if the intended recipient has confirmed

receipt (either specifically or by conduct).

14.12

Publicity. With your prior written consent, we may display your name and logo(s) on our website or issue

a press release identifying you as a BlackBooks customer. If at any time you do not want Scrybato

use your name or logo(s) in the ways described above please let us know by sending an email to

info@BlackBooks.co.za or by contacting your usual Scrybarepresentative. BlackBooks will remove

any reference to your name and logo(s) as soon as reasonably possible, however, you acknowledge

that it may take a short while to process your request and that some former

publications of your name

and logo(s) may still be publicly available. For more information about how BlackBooks uses information

about you please refer to our Privacy Notice.

14.13

Entire agreement. This agreement represents the complete and exclusive understanding between you

and BlackBooks regarding your subscription and use of the service/application and supersedes any

prior purchase order terms, confirmation, advertising, representation, agreement, or other

communication, except that if you sign a paper copy of this Agreement the parties agree that the terms

in the physically signed document shall prevail over the terms of the subscription agreement to which

you indicate your acceptance by clicking the I Accept or similar button during the activation of your

Subscription. The parties agree that notwithstanding the fact you will still need to click on the I Accept

or similar button during the activation process, such action does not indicate your acceptance of such

terms and that the terms of such subscription license agreement shall have no effect. The parties

acknowledge that in entering into this Agreement they have not relied on and will have no rights or

remedies in respect of any statement, representation, assurance, or warranty other than as expressly set

out in this agreement. Nothing in this clause shall limit or exclude the parties’ liability for fraudulent

misrepresentation.

14.14

Severability. If any provision of this Agreement is found to be void, invalid, or unenforceable, it shall be

severed from and shall not affect

the remainder of this Agreement, which shall remain valid and

enforceable. Any such severed provision shall be replaced with a similar

provision that conforms to

the applicable law of the Scryba Group plc entity from which you purchased the Subscription and

embodies as closely

as possible the original intent of the parties.

14.15

Dispute resolution. If a dispute or other disagreement arises between the parties, then:

14.15.1

each party agrees to promptly raise the matter internally to the relevant account managers for

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resolution and if the account managers are unable to rectify the matter within 30 days of being

requested to do so, the parties will each escalate the matter to senior managers for resolution

who will attempt to resolve the dispute within a further period of 30 days;

14.15.2

where the matter has not been resolved the following procedure shall be followed;

A. The PARTIES shall, first of all, solve any dispute between them by way of mediation

and either party to this agreement may request that such dispute be referred to

mediation by a single mediator. If the parties agree to mediation, then a mediator

shall be selected by agreement between the parties or, failing such agreement, be

nominated by a mutually respected neutral party. The written opinion expressed by

the mediator should be accepted by both parties hereto unless and until otherwise

ordered in arbitration proceedings referred to below. The mediator shall formulate

his costs in respect of the mediation and these shall be borne equally by the parties

hereto.

• The arbitrator shall be appointed by the PARTIES, and failing the

agreement, shall be nominated by the Arbitration Foundation of South

Africa ("AFSA"). Should AFSA not be in existence at the time, the

nomination shall be by the Chairman for the time being of the Pretoria Bar

Council.

• The arbitration shall be held within the Province of Gauteng South Africa.

• The arbitration shall be held per the rules of AFSA, or if AFSA shall not be

in existence, per the formalities and procedures settled by the arbitrator,

which shall be in an informal and summary manner, that is, it shall not be

necessary to observe or carry out either the usual formalities or procedure

or the strict rules of evidence, and otherwise subject as aforesaid to the

Arbitration Act, 1965, of the Republic of South Africa and any statutory

modification or re-enactment thereof.

B. Otherwise, either party is free to pursue alternative remedies.

14.16

Neither party can commence any litigation or court proceedings with any dispute arising out of this

agreement until it has attempted

to settle the dispute by this clause 14.15 except where a party seeks

interim injunctive relief or to issue a claim within an applicable limitation period.

14.17

Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection

with them or their subject matter

or formation (including non-contractual disputes or claims) will be

governed by and construed per the laws of the Bokamoso entity that you are contracting with as set out

20 | P a g e

in the column entitled Governing Law in the table set out in Schedule 1 each party

irrevocably agrees

to submit to the exclusive jurisdiction of the courts of the country and State (as applicable) of the

BlackBooks entity you are

contracting with as set out in the column entitled Court of the jurisdiction in

the table set out in over any claim or matter arising out of or in connection with this agreement or the

legal relationships established by it.

14.18

Purchasing through a Reseller. Purchasing through a reseller. The following supplemental terms apply

if you purchase the service/application and subscription through a reseller:

I. If you place an order for the service/application and subscription with a reseller:

(i) such document shall constitute an order; and

(ii) your acceptance of such order shall be an acceptance of this agreement

provided that any transactions solely

between you and the Reseller shall not

form part of this agreement. First-line technical support for the Software will be

provided by the Reseller, unless otherwise expressly stated in your order or your

agreement with the reseller. Any non-payment of fees owed to a reseller under

an order shall amount to a material breach of this agreement. If you have

purchased the service/application and subscription from a reseller you should

investigate and satisfy yourself regarding the

experience, skills, and qualifications

of that Reseller. Any reseller is an independent contractor and is neither appointed

nor authorized by us as our consultant, subcontractor, or agent. We do not

endorse, and do not make any representation, warranty, or promise regarding

any Reseller and shall have no liability whatsoever for any damage,

liabilities,

or losses caused by any reseller

Schedule 1 – ScrybaContracting Entities, Governing Law and Jurisdiction

Bokamoso Advisory Services

(Pty) Ltd; 184 Glover Avenue

Centurion South Africa 0157

South Africa Law

High Court of South Africa,

Gauteng Division.