Master Subscriber Agreement

1. Agreement

This Master Subscriber Agreement ("Agreement") is entered into between XIOT Holdings Pty Ltd ("XIOT") and the verified company accepting it ("Subscriber"). It governs all hardware, platform, SIM, fitment, training and Flex token services supplied by XIOT.

Each quote, order, token purchase or work order accepted by the Subscriber forms part of and is governed by this Agreement. Where a quote conflicts with this Agreement, the quote prevails only for the specific item it describes.

2. Authority

The person accepting this Agreement warrants that they are authorised to bind the Subscriber, and that the company details submitted during verification are true and correct.

3. Fees and payment

Prices are quoted in South African Rand excluding VAT unless stated otherwise. Once-off items are payable before dispatch or fitment. Monthly platform and SIM fees are payable in advance.

Flex tokens are prepaid credits. Token balances are consumed monthly according to the Subscriber's active services. Purchased tokens are non-refundable except where required by law.

XIOT may suspend services, including SIM data, on accounts that are in arrears, after giving notice.

4. Limitation of liability

To the extent permitted by law, XIOT's total liability under this Agreement is limited to the fees paid by the Subscriber in the three (3) months before the event giving rise to the claim. XIOT is not liable for indirect or consequential loss, including loss of profit, vehicles, cargo or business.

5. Term and termination

Services run month-to-month unless a quote specifies a fixed term. Either party may terminate on one (1) calendar month's written notice. Either party may terminate immediately on material breach not remedied within 14 days of notice.

6. Intellectual property

The XIOT platform, software and reports remain the property of XIOT and its licensors. The Subscriber receives a non-transferable licence to use them for its own fleet operations while the Agreement is active.

7. Disputes and governing law

This Agreement is governed by the laws of the Republic of South Africa. The parties will first attempt to resolve any dispute through good-faith negotiation for 20 business days before approaching a competent court.

1. Nature of the service

XIOT telematics, tracking and video services are monitoring tools. They are not an insurance policy and do not guarantee the prevention of theft or the recovery of any vehicle or asset.

2. Network and GPS limitations

Services depend on third-party cellular networks and satellite positioning. XIOT is not liable for interruptions, delays or missed alerts caused by network outages, poor coverage, underground or shielded locations, or illegal signal jamming.

3. SIM cards and RICA

SIM cards supplied by XIOT remain subject to RICA and applicable ICASA regulations. SIMs may only be used in the device they are supplied with. Fair-usage limits apply to data packages; excess usage is billed at the rates in force.

4. Data retention

Location, event and video data is retained for the period applicable to the Subscriber's package, after which it may be deleted. The Subscriber is responsible for exporting any data it needs to keep longer.

1. Vehicle readiness

The Subscriber must make vehicles available at the agreed time and place. A call-out fee applies where a technician attends and the vehicle is unavailable or not ready.

2. Pre-fitment inspection

Before fitment the technician records the vehicle's existing condition, including dashboard warning lights, visible damage and battery health. The Subscriber or its driver confirms this record.

3. Electrical and warranty disclaimer

Fitment is performed by qualified technicians to accepted auto-electrical standards. XIOT is not liable for pre-existing electrical faults, or for any decision by a vehicle manufacturer or dealer regarding warranty cover arising from the installation of aftermarket equipment.

4. Hardware warranty

Hardware carries the supplier warranty stated on the quote. The warranty does not cover tampering, water or impact damage, or removal and re-installation by anyone other than XIOT or its approved installers.

1. Roles

For the purposes of the Protection of Personal Information Act 4 of 2013 (POPIA), the Subscriber is the Responsible Party and XIOT is the Operator in respect of personal information about drivers and other persons collected through the services.

2. Subscriber obligations

The Subscriber warrants that it has a lawful basis for processing driver information, including location and in-cab video, and that it has informed its drivers and obtained any consent required under its employment policies.

The Subscriber indemnifies XIOT against claims by drivers or other data subjects arising from the Subscriber's failure to meet these obligations.

3. XIOT obligations

XIOT processes personal information only to deliver the services, keeps it confidential, applies appropriate technical and organisational security measures, and notifies the Subscriber without undue delay of any security compromise affecting its data.