LOKALE VENDOR (SELLER) AGREEMENT

Terms and Conditions for Participation in the Lokale Marketplace Programme

Governed by the laws of the Republic of South Africa

1. Interpretation and Definitions

In this Agreement, unless the context clearly indicates otherwise, the following words and expressions shall bear the meanings assigned to them below, and cognate expressions shall bear corresponding meanings:

1.1 "Agreement" means this Vendor (Seller) Agreement, together with all annexures, policies, and documents incorporated by reference, including the Returns Policy, the Data Processing Agreement, and the Prohibited Items Policy, each as amended from time to time;

1.2 "Business Day" and "Business Hour" mean Monday to Friday, 08:00 to 17:00 (South African Standard Time), excluding Saturdays, Sundays, and public holidays observed in the Republic of South Africa;

1.3 "Commission" means the fee of ten percent (10%) of the Product Price payable by the Vendor to Lokale on each completed Order, as set out in clause 6;

1.4 "Courier Guy" means the third-party courier service (operating via the Ship Logic platform) engaged by Lokale to collect and deliver Orders designated for Lokale-managed delivery;

1.5 "CPA" means the Consumer Protection Act 68 of 2008, together with its regulations, as amended from time to time;

1.6 "Customer" means any person who purchases a Product via the Platform;

1.7 "ECTA" means the Electronic Communications and Transactions Act 25 of 2002, as amended from time to time;

1.8 "Fulfilment Window" means the twenty-four (24) Business Hour period referred to in clause 7.3, within which the Vendor must prepare and hand over an Order for delivery;

1.9 "Lokale" means Lokaleapp (Pty) Ltd, trading as "Lokale", registration number 2025/621390/07, a private company duly incorporated in accordance with the laws of the Republic of South Africa, with its registered address at 34, 8th Avenue, Alexandra, Johannesburg, 2090 ("Lokale", "we", or "us");

1.10 "Order" means a single-Product purchase transaction concluded by a Customer via the Platform. For the avoidance of doubt, the Platform does not operate a multi-item shopping cart, and each Order accordingly relates to one Product from one Vendor;

1.11 "PAXI" means the point-to-point parcel service operated by or on behalf of Pep Stores (Pty) Ltd (or its successor in title), used to fulfil Orders designated for Vendor-managed delivery;

1.12 "Paystack" means Paystack (or its licensed South African operating entity), the payment service provider engaged by Lokale to process and split payment proceeds in respect of Orders;

1.13 "Platform" means the Lokale website and/or mobile application through which Vendors list Products for sale and Customers place Orders;

1.14 "POPIA" means the Protection of Personal Information Act 4 of 2013, as amended from time to time;

1.15 "Product" means any item listed by the Vendor for sale on the Platform;

1.16 "Product Price" means the sale price of a Product as listed by the Vendor on the Platform, exclusive of any delivery fee;

1.17 "Split Payment" means the automated division, via Paystack's split payment functionality, of the proceeds of an Order between the Vendor's Paystack subaccount and Lokale, as described in clause 6;

1.18 "Vendor" or "Seller" means the person or entity that has registered to sell Products on the Platform and that is bound by this Agreement ("you" or "the Vendor"); and

1.19 "Vendor Portal" means the web-based dashboard made available by Lokale to the Vendor to manage listings, Orders, payouts, and related information.

2. The Vendor Programme and Acceptance of This Agreement

2.1 This Agreement governs the Vendor's participation in the Lokale marketplace and its use of the Platform, the Vendor Portal, and any related services made available by Lokale to Vendors (together, the "Marketplace Services").

2.2 The Vendor accepts and agrees to be bound by this Agreement by: (a) submitting an application to register as a Vendor; (b) electronically accepting this Agreement; and/or (c) listing any Product for sale on the Platform — whichever occurs first.

2.3 This Agreement takes effect between Lokale and the Vendor notwithstanding that certain services referred to herein (including PAXI and Courier Guy) are provided by independent third parties and not by Lokale itself.

3. Vendor Eligibility, Registration and Warranties

3.1 The Vendor represents and warrants to Lokale that:

• 3.1.1 where the Vendor is a juristic person, the individual accepting this Agreement has the requisite authority to bind the Vendor to its terms;
• 3.1.2 where the Vendor is a natural person, the Vendor is at least 18 (eighteen) years of age and has full legal capacity to contract;
• 3.1.3 all information supplied to Lokale, including business registration details, banking details, and tax information, is true, accurate, and complete, and will be promptly updated if it changes;
• 3.1.4 the Vendor is not an unrehabilitated insolvent, is not subject to business rescue, sequestration, liquidation, or debt review, and is not otherwise restricted by law or court order from carrying on business;
• 3.1.5 neither the Vendor, nor any of its directors, members, or trustees, has been convicted of an offence involving dishonesty, including fraud or theft;
• 3.1.6 the Vendor holds all licences, permits, certifications, and regulatory approvals required to lawfully sell the Products it lists on the Platform (including, where applicable, SABS, NRCS, or ICASA approval); and
• 3.1.7 the Vendor will, at all times, comply with all applicable South African laws in the performance of its obligations under this Agreement, including the CPA, ECTA, POPIA, applicable tax legislation, and any product-specific legislation or standards.

3.2 KYC and Identity Verification. To protect Customers, other Vendors, and the Platform from fraud and identity misuse, the Vendor must, as part of registration and at any time thereafter on Lokale's request, provide Lokale with such know-your-customer ("KYC") documentation as Lokale may reasonably require, which will include, at a minimum: (a) the Vendor's South African identity number (or, where the Vendor is a juristic person, the identity numbers of its directors, members, or trustees); (b) a valid, legible copy of the Vendor's (or such representative's) identity document or passport; and (c) proof of residential address, dated within three (3) months of submission. Lokale may decline to activate, or may suspend, a Vendor's account until satisfactory KYC documentation has been received and verified.

3.3 The Vendor authorises Lokale to verify any information the Vendor provides, and undertakes to promptly furnish any supporting documentation reasonably requested by Lokale for this purpose, including proof of business registration, tax status, and product authenticity or compliance certificates.

3.4 Lokale retains sole and absolute discretion to accept or decline any application to register as a Vendor, and to suspend or terminate a Vendor's access to the Platform in accordance with clause 4.

4. Term and Termination

4.1 This Agreement commences on the date the Vendor accepts it in accordance with clause 2.2 and continues indefinitely, until terminated in accordance with this clause 4 or clause 24.

4.2 Either party may terminate this Agreement for convenience on thirty (30) days' prior written notice to the other party.

4.3 Lokale may suspend or terminate this Agreement, or the Vendor's access to the Platform, with immediate effect and without prior notice, where:

• 4.3.1 the Vendor commits a material breach of this Agreement;
• 4.3.2 the Vendor repeatedly fails to meet the Fulfilment Window described in clause 7;
• 4.3.3 Lokale reasonably suspects the Vendor of fraud, misrepresentation, or the listing of counterfeit, unsafe, or prohibited goods; or
• 4.3.4 Lokale is required to do so by law, or by the order or direction of a competent regulatory authority, including the National Consumer Commission.

4.4 Termination of this Agreement does not affect any right or obligation of either party which has already accrued as at the date of termination, including the Vendor's obligation to honour outstanding Orders, warranty obligations, and any reimbursement obligation under clause 9.2.

5. Permitted Products, Origin Requirements and Prohibited Items

5.1 Permitted Product Categories. As at the date of this Agreement, the Platform is limited exclusively to fashion, clothing, and textile Products. The Vendor may not list, offer, or sell any Product falling outside this category unless and until Lokale, in its sole discretion, elects to expand the categories of Products permitted on the Platform and notifies Vendors of such expansion via the Vendor Portal.

5.2 South African Origin Requirement. The Vendor may only list Products under a brand that originates from, and is owned by, a South African brand, label, or designer. The Vendor warrants that it is either: (a) the owner of the brand under which its Products are listed; or (b) expressly authorised in writing by the South African owner of that brand to sell the brand's Products on the Platform.

5.3 No Resale of Third-Party or Imported Brands. The Platform is not open to resellers of international or third-party brands, and the Vendor may not list parallel imports, grey-market goods, or any brand that does not originate in South Africa. Lokale may, in its sole discretion and without liability to the Vendor, remove any listing it reasonably believes to breach this clause 5.3, and may suspend or terminate the Vendor's account for repeated or deliberate breaches.

5.4 The Vendor may only list Products, within the permitted categories described above, that it is legally entitled to sell, that are authentic, and that are safe for their intended use.

5.5 The Vendor warrants that all Product descriptions, images, pricing, and stock levels displayed on the Platform are accurate, current, and not misleading or deceptive, in accordance with section 29 of the CPA.

5.6 The Vendor must promptly correct or remove any Product listing that is found to be inaccurate, and must promptly update stock levels to avoid accepting Orders for Products that are out of stock.

5.7 Lokale may, in its reasonable discretion, remove, suspend, or decline to publish any Product listing that it believes breaches this Agreement or any applicable law, and will notify the Vendor of such action.

5.8 The Vendor bears sole responsibility for ensuring that its Products, and their packaging and labelling, comply with all applicable product-safety, labelling, and sector-specific legislation.

5.9 Prohibited Items. Without limiting clause 5.1, the Vendor may not, under any circumstances, list or offer for sale on the Platform: (a) food or perishable goods of any kind; (b) furniture or homeware of any kind; or (c) any other item that does not constitute a clothing, fashion, or textile Product, unless and until Lokale expressly introduces that category of Product to the Platform. Lokale may amend this list of prohibited items from time to time by notice to Vendors via the Vendor Portal, and any such amendment takes effect immediately on notice.

6. Commission, Delivery Fees and Payment (Split Payments)

6.1 Commission. Lokale charges the Vendor a Commission of ten percent (10%) of the Product Price on every completed Order. The Vendor accordingly retains ninety percent (90%) of the Product Price on every completed Order.

6.2 Split Payment mechanism. All Order payments are processed through Paystack. Upon a Customer completing payment, Paystack automatically divides the proceeds between the Vendor's designated Paystack subaccount and Lokale's account, calculated in accordance with this clause 6. The Vendor agrees that Split Payment via Paystack is its sole and exclusive method of receiving payment for Orders concluded through the Platform, and the Vendor must maintain an active, correctly configured Paystack subaccount at all times.

6.3 PAXI-fulfilled Orders. Where an Order is fulfilled via PAXI, the flat-rate PAXI delivery fee charged to the Customer at checkout is paid to the Vendor, in addition to the Vendor's 90% share of the Product Price. This amount is paid to the Vendor as consideration for the Vendor personally undertaking the collection drop-off of the Order at a PAXI point within the Fulfilment Window.

6.4 Courier Guy-fulfilled Orders. Where an Order is fulfilled via Courier Guy, the delivery fee charged to the Customer at checkout is retained by Lokale in full. Lokale is solely responsible for booking the collection, and for settling the cost of delivery, with Courier Guy. The Vendor has no entitlement to any portion of this delivery fee, and no obligation in respect of the physical delivery leg beyond making the Order available for collection within the Fulfilment Window.

6.5 Settlement. Amounts due to the Vendor under this clause 6 are settled by Paystack directly to the Vendor's nominated and verified bank account, in accordance with Paystack's standard settlement cycle. Lokale does not itself hold, or manually forward, the Vendor's share of any Order proceeds.

6.6 Set-off. Lokale is entitled, without prior notice, to set off any amount owed by the Vendor to Lokale under this Agreement (including amounts arising under clauses 9.2 and 11) against any amount that is or becomes payable to the Vendor.

6.7 Taxes. The Vendor is solely responsible for all taxes, including value-added tax (where applicable) and income tax, arising from amounts paid to it under this Agreement, and warrants that it is registered and in good standing with the South African Revenue Service to the extent required by applicable law.

6.8 Variation of fees. Lokale may amend the Commission percentage or any other fee under this clause 6 on not less than thirty (30) days' written notice to the Vendor.

7. Order Processing, Fulfilment and Shipping

7.1 Upon a Customer's payment being confirmed, Lokale will transmit the Order details to the Vendor via the Vendor Portal, together with the relevant delivery information (being either the Customer's selected PAXI collection point, or a delivery address, as applicable to the Order's designated delivery method).

7.2 Pre-Fulfilment Disclosure of Vendor Earnings. The Order notification referred to in clause 7.1 will clearly display, before the Vendor is required to prepare or hand over the Order, the exact amount the Vendor will receive in respect of that Order — being ninety percent (90%) of the Product Price and, where the Order is a PAXI-fulfilled Order, the applicable PAXI delivery fee in accordance with clause 6.3. The Vendor is under no obligation to commence fulfilment of an Order until this amount has been disclosed to it on the Vendor Portal.

7.3 The Vendor is solely responsible for correctly identifying, preparing, and securely packaging the Product ordered.

7.4 Fulfilment Window. The Vendor must prepare, pack, and hand over each Order for collection or drop-off within twenty-four (24) Business Hours of receiving the Order notification referred to in clause 7.1 (the "Fulfilment Window"). The Vendor acknowledges and agrees that time is of the essence in respect of this obligation.

7.5 Courier Guy Orders. Where an Order is designated for Courier Guy delivery, the Vendor must ensure the Product is packed, correctly labelled, and available for collection at the Vendor's registered collection address within the Fulfilment Window, and during any specific collection window subsequently communicated to the Vendor.

7.6 PAXI Orders. Where an Order is designated for PAXI delivery, the Vendor must personally take the packed Product, together with the applicable order reference or token, to a PAXI point within the Fulfilment Window, and must confirm such drop-off on the Vendor Portal without delay.

7.7 Where the Vendor is unable to fulfil an Order, including due to unavailability of stock, the Vendor must immediately notify Lokale via the Vendor Portal so that the Order may be cancelled and the Customer refunded. Repeated cancellations on account of stock unavailability will be treated as a performance failure for the purposes of clause 11.

7.8 The Vendor may not include, in any parcel dispatched pursuant to an Order, any marketing material, invoice, insert, or communication that identifies the Vendor's own website, social media accounts, or contact details for the purpose of inducing the Customer to transact with the Vendor outside the Platform.

8. Cancellations

8.1 A Customer may cancel an Order, at no cost, at any time before the Vendor hands the Product over for collection or drop-off.

8.2 Once an Order has been handed over for delivery, any subsequent cancellation is dealt with as a return, in accordance with clause 9 and Lokale's Returns Policy.

8.3 Lokale may cancel an Order at any time prior to fulfilment where reasonably necessary to protect a Customer, to comply with any applicable law, or where Lokale reasonably suspects fraud in connection with that Order.

9. Returns and Refunds

9.1 Returns are managed centrally by Lokale, in accordance with Lokale's Returns Policy and applicable law (including the CPA and ECTA). Customers return Products to Lokale's designated warehouse, and the Vendor is not required or permitted to accept returns directly from Customers.

9.2 Where Lokale refunds a Customer in respect of an Order, the Vendor must reimburse Lokale for the Vendor's original share of that Order (being its 90% Product Price share and, where applicable, any PAXI fee received under clause 6.3) within seven (7) days of Lokale's written demand, failing which Lokale may deduct the relevant amount from any future payout due to the Vendor under clause 6.6.

9.3 Once a return has been received, inspected, and reconciled, Lokale will return the Product to the Vendor at the Vendor's cost, save where the Product is not fit to be resold or returned due to the nature of the defect, damage, or reason for return.

9.4 Notwithstanding termination of this Agreement, the Vendor remains liable to Customers for the implied warranty against defects under section 56 of the CPA for a period of six (6) months following delivery of the relevant Product (or such longer period as any applicable product warranty may specify).

10. Ownership and Risk

10.1 Risk of loss or damage to a Product remains with the Vendor until: (a) in respect of Courier Guy-fulfilled Orders, the Product has been handed over to, and accepted for collection by, Courier Guy; or (b) in respect of PAXI-fulfilled Orders, the Product has been accepted at a PAXI point.

10.2 Ownership in a Product passes from the Vendor to the Customer only upon delivery of, and acceptance by, the Customer.

11. Non-Fulfilment and Fraud

11.1 The Vendor acknowledges and agrees that timeous fulfilment of Orders within the Fulfilment Window is a material term of this Agreement, having regard to the Customer's reasonable expectation of prompt delivery and Lokale's obligations to Customers under the CPA.

11.2 Where the Vendor fails, without reasonable cause shown to Lokale's satisfaction, to prepare and hand over an Order within the Fulfilment Window, Lokale may, in its discretion and without prejudice to any other remedy available to it:

• 11.2.1 cancel the relevant Order and refund the Customer, recovering the refunded amount from the Vendor in accordance with clause 9.2;
• 11.2.2 issue the Vendor with a formal written warning recorded on the Vendor Portal;
• 11.2.3 suspend or terminate the Vendor's account in accordance with clause 4; and/or
• 11.2.4 where a pattern of non-fulfilment, taken together with other relevant circumstances (including, without limitation, accepting payment for stock the Vendor did not hold at the time of sale, or repeated and unexplained failure to fulfil paid Orders), gives Lokale reasonable grounds to suspect dishonest conduct, open a case with the South African Police Service and/or report the matter to any other relevant regulatory or law enforcement authority. The Vendor consents to Lokale disclosing such information as is reasonably necessary for this purpose, subject always to Lokale's obligations under POPIA.

11.3 Nothing in this clause 11 limits any other right or remedy available to Lokale at law, including a claim for damages arising from the Vendor's non-fulfilment.

11.4 The Vendor indemnifies Lokale against any loss, cost, fine, or claim (including any Customer claim under the CPA) arising from the Vendor's failure to fulfil an Order within the Fulfilment Window.

12. Customer Service

12.1 The Vendor must respond to any Order-related query relayed to it by Lokale within twenty-four (24) Business Hours of receipt.

12.2 The Vendor may not contact a Customer for any purpose other than the fulfilment of a specific Order, and may not use any Customer contact information obtained through the Platform for direct marketing or any other purpose without the Customer's independently obtained, explicit consent.

13. Reporting and Audit Rights

13.1 The Vendor must maintain accurate and complete records relating to Orders, Product sourcing, and compliance with this Agreement, and must make such records available to Lokale within a reasonable period following any request.

13.2 Lokale, or its duly authorised representative, may, on not less than five (5) Business Days' written notice, audit such of the Vendor's records as are reasonably necessary to confirm the Vendor's compliance with this Agreement, during the Vendor's normal business hours.

14. Indemnity

14.1 The Vendor indemnifies Lokale, and keeps Lokale indemnified, against any and all claims, losses, damages, fines, penalties, and costs (including legal costs on the scale as between attorney and own client) arising directly or indirectly from:

• 14.1.1 any breach of this Agreement by the Vendor;
• 14.1.2 any defect, hazard, or non-compliance of a Product with the CPA, or any other applicable law or regulatory standard;
• 14.1.3 any inaccurate, misleading, or infringing Product listing or Product information supplied by the Vendor;
• 14.1.4 the Vendor's failure to fulfil an Order within the Fulfilment Window, as contemplated in clause 11; and
• 14.1.5 any breach by the Vendor of its data protection obligations under clause 17 or the Data Processing Agreement.

14.2 This indemnity survives termination of this Agreement for any reason.

15. Limitation of Lokale's Liability

15.1 The Platform and Marketplace Services are provided to the Vendor on an "as is" basis, and Lokale does not warrant that the Platform will operate uninterrupted, error-free, or that it will meet the Vendor's specific requirements.

15.2 To the maximum extent permitted by law, Lokale will not be liable to the Vendor for any indirect, special, incidental, or consequential loss (including loss of profit, revenue, or business opportunity) arising out of or in connection with this Agreement.

15.3 Lokale's aggregate liability to the Vendor under this Agreement, howsoever arising, will not exceed the total Commission paid by the Vendor to Lokale during the three (3) months immediately preceding the event giving rise to the relevant claim.

15.4 Nothing in this clause 15 limits or excludes any liability that may not lawfully be limited or excluded, including liability arising from Lokale's own fraud or gross negligence.

16. Taxes

16.1 The Vendor warrants that it is, and will remain, registered and in good standing with the South African Revenue Service to the extent required by applicable law, and remains solely responsible for its own tax obligations, including value-added tax (where applicable) and income tax, in respect of all amounts received under this Agreement.

17. Protection of Personal Information (POPIA)

17.1 The Vendor will process any Customer personal information obtained via the Platform (including a Customer's name, delivery address or PAXI collection point, and contact details) strictly for the purpose of fulfilling the relevant Order, and for no other purpose whatsoever.

17.2 The Vendor will not retain, disclose, sell, or otherwise use Customer personal information for direct marketing or any other secondary purpose, without the Customer's explicit and independently obtained consent.

17.3 The Vendor will implement reasonable technical and organisational security measures to protect any Customer personal information in its possession or under its control.

17.4 The Vendor must notify Lokale in writing within twenty-four (24) hours of becoming aware of any actual or suspected security compromise involving Customer personal information.

17.5 The Vendor's data-handling obligations are further particularised in the Data Processing Agreement annexed hereto, which forms part of, and is incorporated by reference into, this Agreement.

18. Intellectual Property

18.1 Lokale retains all right, title, and interest in and to the Platform, the Lokale brand, and all associated intellectual property.

18.2 The Vendor grants Lokale a non-exclusive, royalty-free, worldwide licence to use the Vendor's product images, descriptions, and trademarks solely for the purpose of marketing, displaying, and operating the Platform.

18.3 The Vendor warrants that it owns, or is duly licensed to use, all content, images, and trademarks it submits to the Platform, and that such content does not infringe the intellectual property or other rights of any third party.

19. Confidentiality

19.1 Each party will keep confidential all non-public information disclosed to it by the other party in connection with this Agreement, and will use such information solely for the purpose of performing its obligations under this Agreement.

19.2 The obligations in this clause 19 survive termination of this Agreement.

20. Insurance

20.1 The Vendor must, at its own cost, maintain adequate public liability and product liability insurance appropriate to the nature and value of the Products it sells on the Platform, and must provide Lokale with proof of such cover upon reasonable request.

21. Cession and Assignment

21.1 The Vendor may not cede, assign, or otherwise transfer this Agreement, or any right or obligation arising under it, without Lokale's prior written consent.

21.2 Lokale may cede or assign this Agreement, in whole or in part, to any of its affiliates, or in connection with a sale or restructuring of its business, on written notice to the Vendor, without requiring the Vendor's consent.

22. Dispute Resolution

22.1 The parties will use reasonable efforts to resolve, in good faith and through direct negotiation, any dispute arising out of or in connection with this Agreement, within fifteen (15) Business Days of the dispute being raised in writing by either party.

22.2 Should the dispute remain unresolved after that period, either party may refer the dispute to arbitration in Johannesburg, conducted in English, in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA), before a single arbitrator agreed between the parties or, failing agreement within ten (10) days, appointed by AFSA.

22.3 Nothing in this clause 22 precludes either party from approaching a court of competent jurisdiction for urgent interim relief.

22.4 Nothing in this clause 22 affects any right the Vendor or a Customer may have to refer a matter to the National Consumer Commission, the Consumer Goods and Services Ombud, or the Information Regulator, as may be applicable.

23. Force Majeure

23.1 Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control, including natural disaster, war, civil unrest, or governmental action, provided that a lack of funds shall not constitute an event of force majeure.

23.2 A party relying on this clause 23 must promptly notify the other party of the relevant circumstances and take reasonable steps to mitigate their impact on its performance.

24. Consequences of Suspension or Termination

24.1 On suspension or termination of this Agreement, the Vendor must ensure that all Orders already accepted are properly fulfilled or cancelled in accordance with this Agreement, and must continue to honour any applicable product warranty in respect of Products already sold.

24.2 The Vendor must, within a reasonable period following termination, return or securely destroy any confidential information of Lokale, and any Customer personal information, in its possession, and provide Lokale with written confirmation of having done so.

25. Notices

25.1 Any notice given under this Agreement must be in writing and delivered to: (a) in the case of the Vendor, the contact details recorded by the Vendor on the Vendor Portal; and (b) in the case of Lokale, Lokale's registered address or designated email address as notified to the Vendor from time to time.

25.2 A notice sent by email is deemed received on the date of transmission, and a notice sent by courier is deemed received on the date of delivery reflected on the courier's proof of delivery.

26. General

26.1 This Agreement, together with all policies incorporated by reference into it (including the Returns Policy, the Data Processing Agreement, and the Prohibited Items Policy), constitutes the entire agreement between the parties in respect of its subject matter, and supersedes all prior discussions, representations, and agreements.

26.2 No relaxation, indulgence, or extension of time granted by either party will constitute a waiver of any right under this Agreement, or preclude that party from later enforcing strict compliance with this Agreement.

26.3 If any provision of this Agreement is found by a competent court or arbitrator to be invalid or unenforceable, that provision will be severed, and the remaining provisions of this Agreement will continue in full force and effect.

26.4 This Agreement is governed by, and will be interpreted in accordance with, the laws of the Republic of South Africa.

26.5 The Vendor and Lokale act as independent contractors. Nothing in this Agreement creates or will be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.

27. Variation of This Agreement

27.1 Lokale may amend this Agreement from time to time by giving the Vendor reasonable prior written notice, which may be given by way of a notification on the Vendor Portal.

27.2 Save for amendments made to comply with a change in applicable law (which take effect immediately on notice), material amendments to this Agreement will take effect no less than thirty (30) days after notice is given to the Vendor.

27.3 The Vendor's continued use of the Platform, or continued listing of Products, following the effective date of any amendment constitutes the Vendor's acceptance of the amended Agreement. A Vendor who does not accept an amendment must cease using the Platform and may terminate this Agreement in accordance with clause 4.2.