RICA Terms and Conditions

1. INTRODUCTION

1.1 PURPOSE

1.1.1 This Policy deals with the rules and regulations which govern the relationship between Q-MART PTY) LTD (hereinafter referred to as Q-MART) and RICA Agents.

1.1.2 Q-MART is a private company that facilitates the distribution of SIM-cards within South Africa between Electronic Communication Service Providers who provide mobile cellular electronic communication services (hereinafter referred to as ECSPs) and RICA Agents. QMART shall adhere to the requirements set out by RICA and ECSPs agreements regarding:

Q–MARTs role in the Onboarding and initiation of the Disciplinary Procedure in relation to RICA Agents;
What constitutes prohibited conduct by RICA Agents; and
Q–MARTs role in Customer Information being Pre-screened and Transmitted to ECSPs.

1.1.3. The purpose of this Policy is to ensure RICA Registration Officers and RICA Agents comply with the requirements imposed on them by RICA and their agreement with Q-MART. This Policy sets out the rules and guidelines around:

RICA Registration Officers back-office Validation criteria;
RICA Registration Officers role in the continuous education of RICA Agents;
RICA Registration Officers storage of RICA Agents information;
The Pre-screening and Transmission of Customer Information by RICA Agents;
The principles applicable to all RICA Agents regarding the distribution of SIM-cards; and
Any information arising in the ordinary course of business and proper compliance with requirements relating to such information.

1.1.4 This Policy is not a substitute of RICA. Therefore, affected persons must read RICA to get full and complete knowledge of all applicable requirements contained in the Act.

2. SCOPE

This Policy applies to RICA Registration Officers and RICA Agents which Q-MART engages for purposes of rendering RICA Services and includes independent full-time, part-time, or temporary RICA Agents.

3. INTERPRETATION AND DEFINITIONS

3.1. This Policy will be read together with the provisions of the Regulation of Interception of Communications and Provision of Communication-Related Information Act 70 of 2002 (“RICA” or the “Act”). In the event of a conflict between the provisions of RICA and the terms and conditions as herein contained, the provisions of RICA will prevail.

3.2. In this Policy cognate expressions will bear corresponding meanings. Words and expressions set forth below will bear the following meanings:

3.2.1. “Activate” means to allow access to use the Network Services whereby “Activated” and “Activation” will bear the corresponding meaning;

3.2.2. “Capture”, “Captured” and “Capturing” means the process of gathering Customer Information and specifically excludes the recording of Customer Information;

3.2.3. “Customer” will include any bona fide subscriber or end user person as assisted by a RICA Agent in accordance with this Policy to whom the ECSP, provides electronic communications services to, including any person, whether an individual or legal entity, who requests the Activation of a SIMcard on the ECSPs Network and systems pursuant to this Policy;

3.2.4. “Customer Information” including’s:

3.2.4.1. any information which substitutes and/ or expands upon such information; and/or

3.2.4.2. any information that relates to a Customer which can be reasonably linked to that Customer, positively identified with the said Customer either alone or in combination with any other set of information and which is protected in terms of the applicable Data Protection Legislation;

3.2.5. “IMEI Number” shall mean International Mobile Equipment Identity Number;

3.2.6. “Parties” means Q-MART, the ECSP, the RICA Registrations Officer and the RICA Agent collectively referred to as “Parties” and separately as “Party” will mean either one of them as the context may dictate;

3.2.7. “Policy” means this Document , including the Annexure attached hereto the RICA Agent Application form/agreement and read together with the QMobile terms and conditions;

3.2.8. “Registration / Register / Registered” means the process under which Customer Information is required to be Captured by RICA Agents and Transmitted to the ECSP which includes;

3.2.8.1. face to face Pre-screening of required Customer RICA documents,

3.2.8.2. Capturing the Customer Information using QMobile;

3.2.8.3. Customer Information being successfully Transmitted to the ECSPs; and

3.2.8.4. the ECSP, successfully receiving the Transmitted Customer Information and further, verifying and validating same for the purposes of SIM-card Activation and/or RICA compliance for SIM-cards.

3.2.9. “Republic” means the Republic of South Africa and the expression “RSA” shall have a similar meaning;

3.2.10. “RICA Agent” means an independent retail, wholesale SIM-card Distributor as contracted as such with Q-MART;

3.2.11. “RICA Agent Policy: Onboarding and Disciplinary Procedure” means the document annexed hereto as Annexure A;

3.2.12. “RICA Registration Officer” means the employee appointed by Q-MART for the purposes of giving effect to the compliance of Q-MART and RICA Registration Officers undertakings as detailed in this Policy;

3.2.13. “SIM-card” means a Subscriber Identification Module (incorporating an ICC, IMSI and an MSISDN), which, when Activated by an ECSP enables access by a Customer to the ECSP Services;

3.2.14. “Signature Date” means the date as reflected in the Agent Application Form/Agreement;

3.2.15. “QMobile” means a platform provided by Q-MART to RICA Agents for the electronic Capturing and Transmission of Customer Information to the ECSP;

3.2.16. Where any number of Days is provided for the doing of any act for any purpose, the reckoning shall exclude the first Day and shall include the last Day. A “Day” means any day other than a Saturday, Sunday, or statutory public holiday in South Africa. Unless the context indicates otherwise, any reference to a number of Days shall be a reference to a continuous period;

3.2.17. No section herein shall be construed against or interpreted to the disadvantage of a Party by reason of such Party having or being deemed to have structured, drafted or introduced such provision;

3.2.18. The use of the word “including” followed by a specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example/s; and

3.2.19. This Policy shall supersede and replace in its entirety any previous agreements, rrangements and/or understandings between the Parties relating to matters contemplated in this Policy.

4. APPOINTMENT

4.1. By virtue of appointment as RICA Agent the RICA Agent shall:

4.1.1. perform the Pre-screening and Capturing of Customer Information;

4.1.2. Transmit the Customers request for Activation (Transmit Pre-screened and Captured Customer Information); and

4.1.3. the ECSP, upon verification and validation of the Customer Information, shall at its discretion Activate the Customers MSISDN’s and SIM-cards.

4.2 The relationship of the Parties inter se shall be governed by the terms of this Policy and nothing contained herein shall be deemed to constitute a partnership, joint venture, or the like between them and shall not create an employee employer relationship.

5. RICA AGENT’S DUTIES AND OBLIGATIONS

5.1. In all cases where the RICA Agent distributes a SIM-card to a Customer, the RICA Agent Shall:

5.1.1. comply with the RICA provisions imposing statutory duties and obligations on the activities conducted by the RICA Agent, and

5.1.2. the RICA Agent shall Capture and Transmit Customer Information to the ECSP pursuant to the Sim-Card being Activated as provided for in section 5.3. of this Policy.

5.2. PRE-SCREENING BY RICA AGENT’S

5.2.1. Prior to Capturing Customer Information, the RICA Agent shall Pre-screen the Customer’s Information by:

5.2.1.1. confirming that the Customer is in fact the person whose details are reflected on the documentation submitted in support of the verification of the Customers identity by the ECSP; and

5.2.1.2. confirming that the physical Address as reflected on the Customers proof of Address as confirmed by a utility bill or any other valid document, is that of the Customer’s, prior to submitting a request for Activation of the SIM-card (the “Pre–Screening Process”). PRE-SCREENING PROCESS OF SOUTH AFRICAN CITIZENS/PERMANENT RESIDENTS

5.2.2. In the event the Customer is a natural person who is a South African citizen or is lawfully and permanently resident in South Africa, the RICA Agent shall Pre-screen the following Customer Information:

5.2.2.1. the full names and surname, identity number and identity of the Customer by means of an Identification document; and

5.2.2.2. the Address of the Customer where the Customer resides, by means of documentation which includes a bank statement, a municipal rates and taxes invoice, telephone, or cellular phone account of not older than 3 (three) months, or any other utility bill or an account of a retailer of not older than 3 (three) months, or an existing lease, rental or credit sale policy, insurance policy, a current television license or a new motor vehicle license document.

5.2.2.2.1. In the event that the Customer resides in an informal settlement and cannot provide a formal address as contemplated herein, the address of the informal settlement by means of a letter and/or affidavit from the Head of the school, church, the manager or owner of the retail store where the Customer usually receives his or her post and such letter should confirm that the Customer, as cited in the letter, resides in the informal settlement stated in the letter and that such Customer usually receives his or her post at that school or church or the retail store. In addition, the letter must have an official letterhead and official stamp of the school or church or the retail store. PRE-SCREENING PROCESS FOR AN INDIVIDUAL WHO IS NOT A SOUTH AFRICAN CITIZEN OR NOT PERMANENTLY RESIDENT IN THE REPUBLIC.

5.2.3. In the event the Customer is a natural person who is not a South African citizen or not permanently resident in the Republic, the RICA Agent shall Pre-screen the full name and surname, nationality, passport number and identity of the Customer with reference to that person’s valid passport and, in the case of the Customers nationality, with reference to the country which has issued the passport; and

5.2.4. At least one Address of such person and the country where the passport was issued. PRE-SCREENING PROCESS FOR JURISTIC PERSONS

5.2.5. In the event the Customer is a juristic person, the RICA Agent shall Pre-screen the following Customer Information: the name and the registration number of the juristic person (where such juristic person is registered in terms of applicable law), by means of a founding statement or the official registration documents issued by the South African Revenue Service or any other similar official document advised by Q-MART in writing from time to time;

5.2.6. the registered Address of the juristic person by means of documentation which includes a bank statement, a municipal rates and taxes invoice, telephone, or cellular phone account of not older than 3 (three) months, or any other utility bill or an account of a retailer of not older than 3 (three) months, or an existing lease, rental or credit sale agreement, insurance policy, a current television licence or a new motor vehicle licence document;

5.2.7. the full names and surname, identity number and identity of the authorised representative of the juristic person by means of an Identification Document and the Address of the authorised representative of the juristic person by means of documentation which includes a bank statement, a municipal rates and taxes invoice, telephone or cellular phone account of not older than 3 (three) months, or any other utility bill or an account of a retailer of not older than 3 (three) months, or an existing lease, rental or credit sale policy, insurance policy, a current television license or a new motor vehicle license document; and

5.2.8. the authority of the representative of the juristic person by means of a letter of authority issued by the said Juristic person or an affidavit. The following details of the person who has been legally delegated the responsibility to act as the representative:

5.2.8.1. the full names and surname of the representative; and

5.2.8.2. the identity number of the representative RICA AGENT 24 HOUR TO REPORT

5.2.9. If during the Pre-screening Process, the RICA Agent suspects that the necessary documentation submitted for Pre-screening is false, the RICA Agent must, within 24 hours, report the matter to a police official at any the Police station and inform Q-MART immediately.

5.2.10. The RICA Agent shall, as a risk management measure, ensure that the suspected Customer is not informed in any way that the matter is being reported to a police official or Q-MART as aforesaid. SUCCESSFULLY COMPLETED PRE-SCREENING PROCESS

5.3. The RICA Agent, after successfully completing the Pre-screening Process, shall Capture and Transmit the Customer Information in the manner provided by Q–Mobile (hereinafter referred to as “Transmission Process”) ; And

5.3.1. Pursuant to the Activation of the SIM-card, the RICA Agent, will Capture on QMobile , the following Customer Information:

5.3.1.1. Sim-Card serial number;

5.3.1.2. Identification / Passport / Asylum Number;

5.3.1.3. Identification Type: Identification document /Passport number /Asylum number;

5.3.1.4. Name;

5.3.1.5. Surname;

5.3.1.6. Nationality; and

5.3.1.7. Proof of Address:

5.3.1.7.1. Province

5.3.1.7.2. City

5.3.1.7.3. Suburb

5.3.1.7.4. Street number

5.3.1.7.5. Street name

5.3.1.7.6. Postal Code

5.3.1.8. where such Customer is a Juristic person5.3.1.9. the name and registered Address of the Customer and the registration number of the Customer; and

5.3.1.10. the full names, surname, identity number and Address of the authorised representative of the Customer.

5.3.2. The completion of the Pre-screening Process , the Capturing and the Transmission Process by the RICA Agent and the verification and validation by the ECSP, as provided in this Policy shall constitute the Registration of a Customer. The Customer shall not be deemed to have been Registered in cases where the RICA Agent fails to complete either or both the Pre-screening Process and the Transmission Process.

6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE RICA AGENT

6.1. The RICA Agent will ensure that the information referred to in section 5 of this Policy is accurate and correct insofar as this may be reasonably possible.

6.2. The RICA Agent undertakes not to deal with the Customer Information in any manner that will compromise its safety or confidentiality.

6.3. The RICA Agent shall be under no obligation to keep records of any documentation relating to Customer Information.

6.4. The RICA Agent will ensure the provisions of RICA are abided to regarding their role in the Pre-screening, Capturing and Transmission of Customer Information.

6.5. The RICA Agent undertakes to Pre-screen, Capture and Transmit the Customer Information by solely using QMobile in the manner stipulated in this Policy and in no other manner, unless so instructed by Q-MART in writing and shall ensure that:

6.5.1. in so doing it follows the processes and procedures implemented by Q-MART and/or any other additional instructions issued by Q-MART from time to time;

6.5.2. the Customer Information Captured is Transmitted to the ECSP, and

6.5.3. it adheres to all security standards implemented by Q-MART and/or prescribed by any competent authority in terms of the Act or any other applicable legislation.

6.6. The RICA Agent undertakes to not receive any form of payment from the Customer for the providing services pursuant to this Policy.

6.7. The RICA Agent undertakes to provide access to any Q-MART employee to visit the premises listed on the Physical address provided by the RICA Agent for purposes of onboarding.

6.8. The RICA Agent is not authorised to Register the SIM-cards procured by it from Q-MART in terms of the RICA Agent form/Agreement into its own name or any other prior to distributing the SIM-Cards to the Customer(s) except where it purchases a SIM-Card as a bona fide end user of such SIM-Card. Under no circumstances is the RICA Agent authorised to distribute SIM-Cards to Customers without performing their role in the Registration of the Customers as provided in this Policy. The RICA Agent shall indemnify Q–MART, its affiliates, directors, employees and agents against all and any loss, liability, damage and/or expense of any nature whatsoever and whether direct, indirect, consequential, actual, contingent or otherwise which the aforementioned parties may suffer and/or incur arising out of or pursuant to the RICA Agent breaching this Policy.

6.9. The RICA Agent hereby grants Q-MART the right to transfer the RICA Agents personal information or information related thereto to the ECSPs or interested party, should the RICA Agent Breach any provision of this Policy.

6.10. The RICA Agent hereby warrants and represents that it has the full capacity and authority and all necessary licenses, permits to enter into, and to comply with its obligations under this Policy and any other documents to be entered into by it hereunder, and that this Policy constitutes valid, binding, and enforceable obligations on the RICA Agent.

6.11. The RICA Agent shall not engage in any practice or activity that may in any manner adversely affect the integrity, security, or confidentiality of Q-MARTs Information and/or Customer Information and accordingly undertakes to keep the Q-MART Information and Customer Information logically separate from data processed on behalf of any other third party.

6.12. The RICA Agent shall not distribute any pre- RICA ‘ed or Contaminated Sim-Card and hereby assumes liability for any pre-RICA ’ed or Contaminated Sim-Card. The RICA Agent shall ensure that all Sim-Cards received are not contaminated.

6.13. The RICA Agent shall not itself exercise control, nor shall it transfer, or purport to transfer control of the Customer Information and Q-MART Information to a third party.

6.14. The RICA Agent shall notify Q–MART after becoming aware of or suspects any loss, unauthorised access, or unlawful use of any Customer information no later than 24 hours.

6.15. The RICA Agent hereby indemnifies Q-MART or the RICA Registration Officer from any claim, loss, or damage whether direct or indirect arising from the RICA Agents failure to abide by any provision this Policy.

6.16. The RICA Agent will not engage in any fraudulent conduct or conduct contrary to this Policy. If the RICA Agent engages in any fraudulent conduct or conduct contrary to this Policy, the RICA Agent will be liable for the damage caused by the said violation. Q-MART may freeze and deduct such damages from any existing balance in any QMobile wallet in the RICA Agents control.

6.17. In addition, the RICA Agent shall at all times strictly comply with all data protection Legislation and with all the provisions and requirements of Q-MART’s data protection policies and procedures (including encryption standards) in force, from time to time, and any further requirements of which Q-MART may, from time to time, advise the RICA Agent of in writing.

6.18. The provisions of this section and section 5 will survive any termination or expiration of this Policy and shall apply indefinitely.

7. UNDERTAKINGS BY Q-MART

7.1. Q-MART will use its reasonably commercial endeavours to:

7.1.1. provide training to the RICA Agent and/or RICA Registration Officers pursuant to this Policy;

7.1.2. provide the RICA Agent and/or RICA Registration Officers with such assistance as may reasonably be required by them in fulfilling their obligations in terms of this Policy and RICA;

7.1.3. notify the RICA Agent and/or RICA Registration Officers timeously of any amendment and/or additional information or data requirements to be included in what constitutes Customer Information, as determined by Q-MART and/or RICA;

7.1.4. take necessary remedial steps to mitigate the loss or compromise of Customer Information and restore the integrity of the affected information systems as quickly as is possible;

7.1.5. not contravene the requirements of the Act and will only be liable for the undertakings contained herein in section 7 ;

7.1.6. implement reasonable security measures necessary to secure the RICA Registrations Officers IDs or any other access passwords and generally to prevent unauthorised access and use of the Onboarding and QMobile; and

7.1.7. engage in “instore” visitation of any store or area where Sim-Cards are RICA’ed by RICA Agents;

7.1.8. initiate the necessary disciplinary procedure if a RICA Agent persistently, negligently, or intentionally, fails to Capture Customers Information correctly.

8. UNDERTAKINGS BY RICA REGISTRATION OFFICERS

8.1. The RICA Registration Officers shall do all things necessary to ensure its and, where applicable, QMARTs compliance with RICA.

8.2. Should the RICA Registration Officers have reasonable grounds to suspect that a RICA Agents has/is engaged in any conduct contrary to this Policy then Q-MART may initiate, at its sole discretion, the Disciplinary Procedure or request the RICA Registration Officer to contact the RICA Agent’s:

8.2.1. to furnish all information available to it regarding potential fraudulent behaviour, and

8.2.2. to request that the RICA Agents Registrations be investigated by the ECSP .The ECSP undertakes to provide such assistance as the RICA Registration Officers might require with the investigation.

8.3. RICA Registration Officers shall conclude Policies with RICA Agents in terms of which the RICA Agents are required, contractually, to comply with the applicable provisions of RICA.

8.4. The RICA Registration Officers undertakes to also conduct a full, proper, and objective investigation should it be called by the ECSP to do so and conclude such investigation with regards RICA Agents Registrations within 14 Days from receipt of such request from The ECSP;

8.5. The RICA Registration Officers shall adequately train all RICA Agents on the use of QMobile and retain confirmation that such training has been attended by each such Agent on:

8.5.1. the requirements of the Act and the processes of Pre-screening and Transmitting as specified in terms of this Policy;

8.5.2. the implications of failing to properly Pre-screen and Transmit Customer information in terms of this Policy;

8.5.3. how to use QMobile including all security processes and procedures applicable thereto;

8.5.4. the basic guidelines on how to recognize fraudulent documents during the Pre-screening Process; and

8.5.5. any other matters that Q-MART may deem necessary for the proper and effective implementation of the Services and effective ways of complying with the requirements of the Act and of this Policy.

8.6. Should it be concluded that the RICA Agent is guilty of any conduct contrary to this Policy then, in addition to any other disciplinary action which Q-MART may take, the RICA Registration Officer shall ensure that the RICA Agent immediately ceases to conduct any service pursuant this Policy subject to the severity of the offence at the sole discretion of Q-MART.

8.7. Subject to the Onboarding Process allocated to the RICA Registration Officer by Q–MART, the RICA Registrations Officers may be issued with a RICA Registration Officer ID which will allow the RICA Registrations Officer access to the Onboarding System. In such cases, QMART shall ensure that:

8.7.1. Each RICA Registrations Officers uses the RICA Registrations Officers IDs allocated to them solely for the purposes of Onboarding the RICA Agents Information. The RICA Registrations Officers ID allocated may not be transferred, used, or loaned for whatever reason, including when such RICA Registrations Officer is temporarily away from his or her employment or has been assigned other duties by Q–MART.

8.8. RICA Registrations Officers shall ensure that all its systems and operations which it uses to provide the Services or in any manner integrated with the QMobile, including all systems on which Q-MART Information and Customer Information Transmitted is used as part of providing Services pursuant to this Policy, shall at all times be of a standard required under data protection legislation and international best practices relating to the protection, control and use of data.

8.9. The RICA Registrations Officer shall implement and maintain appropriate safeguards against the risks which it identifies and shall also regularly verify that the safeguards which it has in place have been effectively implemented. These safeguards shall be continually updated in response to new risk or deficiencies in previously identified safeguards.

8.10. The RICA Registrations Officer shall notify Q–MART after becoming aware of or it suspects any loss, unauthorised access, or unlawful use of any Customer Information no later than 24 hours.

8.11. Any termination of the duties of any RICA Registration Officer shall not be construed to be termination of the employment of such RICA Registration Officer with Q-MART.

9. Q-MART RESERVATIONS OF RIGHTS

9.1. Q–MART reserves the right to terminate the appointment of any RICA Agent and refrain such person from conducting any further services as contemplated in this Policy in the event that the RICA Agent persistently fails to service Customers correctly in the manner referred to in this Policy, subject to Q-MART giving the RICA Agent not less than 7 Days written notice.

9.2. Q-MART reserves the right to terminate the appointment of any RICA Agent with immediate effect should the RICA Agent breach any provision in this Policy.

9.3. Q–MART reserves the right to claim from the RICA Agent payment of legal Fees incurred by Q-MART for the RICA Agents breach of this Policy and failure to return all SIM–cards and related Q-MART equipment within 7 Days of notice of termination of this Policy.

9.4. Nothing contained in this Policy shall be construed to limit Q-MART’s claim in law.

9.5. Any Q-MART Sim Cards distributed to a RICA Agent older than 120 days from the distribution date is deemed non-commissionable.

9.6. The provisions of this section will survive any termination or expiration of this Policy and shall apply indefinitely.

10. QMOBILE

10.1. QMobile will comprise of either one of the following different options which are more fully described in any supplementary documents provided by Q-MART including but not limited to user guides, instructions manuals and/or terms of use:

10.1.1. the Mobile Application;

10.1.2. Dealer Web, or any other Web based system provided by Q–MART;

10.1.3. registration through the Q-MART website; or

10.1.4. point of contact system transmission.

10.2. QMobile and any other equipment supplied to the RICA Agent by Q-MART shall remain the property of Q-MART and all copyright, trademarks, and other intellectual property rights in Q–Mobile are the exclusive property of Q-MART. Q-MART shall be responsible for regularly servicing Q–Mobile.

10.3. The RICA Agent will be responsible for the safekeeping and proper use of the QMobile and any RICA Agent IDs, passwords and/or security codes. The RICA Agent must for its own protection, keep confidential any security codes used with QMobile for the provision of the Services and ensure that they are not disclosed to anyone.

10.4. The RICA Agent must not use QMobile to commit any offence(s) against and/or in contravention of the Act or any other applicable legislation. In the event of any breach of the law, the RICA Agent may face prosecution or other legal proceedings at the RICA Agent’s sole risk as to costs and damages.

10.5. Upon such termination, the RICA Agent shall be blocked from QMobile and shall no longer hold itself out as being an agent for the supply of the Services and shall immediately cease providing the Services and using QMobile. In addition, the RICA Agent shall not be authorised to appoint any agent, subcontractor or representative to provide the Services for and on behalf of the RICA Agent.

10.6. Upon termination of this Policy for any reason the RICA Agent shall have no claim against Q– MART/ RICA Registrations Officer for compensation for loss of distribution or other rights, loss of goodwill or any similar loss.

10.7. The RICA Agent shall not be entitled to claim for any other costs, expenses whatsoever arising directly or indirectly from any loss of business.

10.8. The RICA Agent has read and understood the QMobile Terms and Conditions.

11. CONFIDENTIALITY

11.1. Each Party will treat as strictly confidential all information received or obtained as a result of entering into or performing in accordance with this Policy which relates to:

11.1.1. the provisions of this Policy;

11.1.2. the negotiations relating to this Policy;

11.1.3. the subject matter of this Policy;

11.1.4. the Customer Information; and

11.1.5. all information obtained by executing this Policy , and/or obtained from the other Party.

11.2. A Party shall not disclose any Customer Information which the RICA Agent Captured in the performance of their duties in terms of this Policy.

11.3. A Party may disclose information which would otherwise beand to the extent:

11.3.1. required by law;

11.3.2. required by any securities exchange or regulatory or governmental body to which the Parties are subject, wherever situated, whether or not the requirement for information has the force of law;

11.3.3. required to vest the full benefit of this Policy in any other Party hereto;

11.3.4. disclose to the professional advisers, auditors, and bankers of each Party on a strictly need to know basis;

11.3.5. the information has come into the public domain through no fault of that Party; and

11.3.6. the other Party has given prior written approval to the disclosure, such approval not to be unreasonably withheld or delayed, provided that any information so disclosed will be disclosed only after written notification to the other Party.

11.4. The provisions of this section will survive any termination or expiration of this Policy and shall apply indefinitely.

12. DOMICILIUM AND NOTICE

12.1. This Policy shall be governed by the law of the Republic of South Africa and the Pretoria High Court or Magistrate Court shall have the exclusive jurisdiction over any matter emanating from this Policy.

12.2. The Parties choose as domicilium citandi et executandi (“domicilium”) and for delivery of all notices arising out of this Agreement these addresses: QMART: Address: Hello House Building 12, Centurion Gate Business Park 124 Akkerboom Street Centurion

12.3. RICA Agent: All the contact details provided as Client information by the RICA Agent.

12.4. The provisions of this section will survive any termination or expiration of this Policy and shall apply indefinitely.

13. BREACH AND TERMINATION

13.1. Should the RICA Agent commit a breach of the terms of this Policy and fail to remedy that breach within 7 Days of receipt of written notice to do so by the Q-MART (the “aggrieved party”) then the aggrieved party shall be entitled to terminate this Policy forthwith by notice in writing to the other Party. The rights of termination accorded to the aggrieved party shall, subject to any limitations set out below, be in addition to and without prejudice to its rights under this Policy and/or its rights at common law including the right to claim damages.

13.2. In the event that the RICA Agent fails to comply with the provisions of RICA, which failure results in a fine/s or other penalties being imposed on Q-MART in terms of RICA, Q-MART shall, without prejudice to its rights in terms of this Policy, or at law, be entitled to hold the RICA Agent liable for any fines, penalties and/or damages suffered by Q-MART ,its employees ,directors ,Agents and any third party acting on behalf of Q-MART, or imposed on Q-MART by a competent authority.

13.3. The aforesaid is without prejudice to the Party’s rights in terms of this Policy or in law.

13.4. In the event that this Policy terminates then, unless Q-MART elects otherwise, the RICA Agent application form/Agreement shall simultaneously terminate.

13.5. Unless otherwise advised by Q-MART, this Policy shall terminate in the event that the RICA Agent application form/Agreement terminates, for whatever reason.

13.6. This provision will survive any termination or expiration of this Policy and shall apply indefinitely.

14. FORCE MAJEURE

14.1. If either Party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this Agreement by any cause beyond the reasonable control of that Party, including, without limitations, acts of God, civil commotion, riots, insurrection, acts of government, fire, explosion, the elements, epidemics, governmental embargoes or like causes (“force majeure”), the Party so affected shall, to the extent so prevented, be relieved of its obligations hereunder during the period of such events and shall not be liable for any delay or failure in the performance of any obligations hereunder or loss or damage either general, special or consequential which the other Party may suffer due to or resulting from such delay or failure; provided always that written notice of the occurrence constituting force majeure shall be given within 24 hours by the affected Party.

14.2. The Parties agree that, should force majeure last more than 60 Days, the Party who has not invoked force majeure to excuse any non-performance of its obligations may terminate this Agreement by giving the other Party 10 Days’ written notice.

15. GENERAL

15.1. No latitude, extension of time or other indulgence which may be given or allowed by Q-MART to the RICA Agent will in any way prejudice or operate to preclude Q-MART from enforcing any of its rights in the future without notice, requiring strict and punctual compliance with each section of this Policy.

15.2. In the event of any one or more of the sections contained in this Policy being unenforceable, illegal, void, or contrary to public policy, same will be deemed severable from the remainder of this Policy, which will nevertheless be binding and enforceable.

15.3. Q-MART reserves the right to change or modify Content, materials or information appearing on or in connection with this Policy at any time with or without notice. Q-MART may at any time revise this, Policy.

15.4. Q-MART may , upon reasonable notice of not less than 30 Days, inform the RICA Agent or any other interest party of any intended variation or amendment of any provision of this Policy.

15.5. The Parties undertake to co-operate with each other to give effect to the sections of this Policy.

15.6. Signature by any Party of the RICA Agent Application Form shall give effect to this Policy. This Policy and any other related documents shall be regarded as concluded within the same Domicilium as that of Q–MART.

ANNEXURE B1 TO RICA AGENT POLICY

RICA Agent Policy: Onboarding and Disciplinary Procedure

RICA Agent Training

RICA Agents shall undergo training in accordance with this Policy.

Onboarding RICA Agent

This Annexure allows for two ways to Onboard a RICA Agent one being the RICA Registration Officer
Process and the other being a Website Platform Process.

RICA Registration Officer Process

The RICA Registration Officer will capture the applicants MSISDN.
- Whereby the system will screen for a duplicate MSISDN.
The applicant will complete a RICA Agent Application form consisting of the applicants Name, Surname, Identification Document/Passport/Asylum number, MSISDN, email address, Country, city suburb, street name.
After the completion of the RICA Agent Application form and Proof of Address, the applicant must,
Capture images of their valid Identification Document/passport/Asylum Number (hereinafter referred to as Due Diligence documentation) & RICA Application form,
The applicant will submit the aforementioned documents to Q–MARTS back office for Validation

Backoffice Validation of RICA Agents information

For purposes of Validation of information provided by the RICA Agent, Q–MART shall engage in a Back–office Validation process consisting of the following mechanisms:

Q–MART will auto-generate unique a QID number upon Validation of the applicants’ application in accordance with RICA.
Upon completion thereof, access to RICA will be granted to the RICA Agent on the QMobile application.

Document Storage of RICA Agents information

The following documents will be stored on Q–MART’s system:

The RICA Agents RICA Application Form,
Due Diligence Documentation, and
Proof of Address.

Notification and Education on RICA Development for RICA Agents

During the commencement of the RICA Agents engagement with Q–MART, the RICA Agent shall undergo training as according to this Policy and as set out below

Education on RICA of which the frequency shall be every 3 Months through Social Media posts;
RICA Agent may be required to complete multiple choice questionnaires relating to RICA; and
RICA Agents will receive Educational SMS’s;

Suspension

Q–MART reserves the right to suspend any RICA Agent who violates any of the provisions contained in this Policy pending a further investigation.

Off Boarding

Q–MART reserves the right to off board any RICA Agent who violates any of the provisions contained in this Policy.

Escalation Process

The following sets out the Q–MART escalation process that may be initiated by Q–MART upon; one. Breach
of any section of this Policy or 2. Upon receipt of a notification by an ECSP:

First Offence

Q–MART will send a notification, through Email or SMS, to the RICA Agent to rectify their behaviour and / or attend retraining (i.e., on how to perform Registrations) within 7 Days failing which The RICA Agents QMobile profile shall be Suspended or off boarded.

Second Offence

If the RICA Agent fails to remedy the defect within 7 Days Q–MART or after attending training , Q– MART at its sole discretion reserves the right to Suspend or off board the RICA Agent.
Q–MART, at its sole discretion, reserves its right to withhold all commissions as a clawback during the suspension or off boarding of the RICA Agents QMobile profile.
Q–MART, at its sole discretion, reserves its right to Claim Damages from the RICA Agent pursuant to breach of any section contained in this Policy.
Q–MART, at its sole discretion upon Management approval, reserves its right to reactivate any RICA Agents QMobile profile which will be subject to the severity of the offence of the RICA Agent.

Reactivation Documents

In the event Q–MART opts to reactivate a RICA Agents QMobile profile the agent is required to provide the following documentation.

RICA Application Form,
Due Diligence documentation, and
Proof of Address.