Between

MANDACATE (PTY) LTD
("Mandacate")

and

THE AGENCY
("the Agency")

Mandacate (Pty) Ltd (“Mandacate”) operates a digital property mandate allocation platform designed to connect Sellers with participating estate agencies. This Agreement regulates the Agency’s onboarding to, use of, and participation on the Mandacate Platform.

1. Interpretation

• 1.1 In this Agreement, unless the context indicates otherwise:
• 1.1.1 “Agreement” means this Service Agreement together with any annexures, onboarding forms, platform rules, schedules, and written addenda issued by Mandacate from time to time.
• 1.1.2 “Business Day” means any day other than a Saturday, Sunday, or official public holiday in the Republic of South Africa.
• 1.1.3 “Effective Date” means the date on which this Agreement is signed by the party signing last.
• 1.1.4 “Platform” means the Mandacate digital property mandate allocation platform, website, systems, workflows, databases, and related infrastructure operated by Mandacate.
• 1.1.5 “Seller” means any property owner or duly authorised person using the Platform to allocate a mandate to one or more estate agencies.
• 1.1.6 “Mandate Allocation” means the provisional digital allocation by a Seller of a mandate through the Platform.
• 1.1.7 “Office” means each physical branch office of the Agency registered and approved on the Platform.
• 1.1.8 “Subscription Fee” means the monthly platform fee payable by the Agency per Office.
• 1.1.9 “PPRA Requirements” means all laws, regulations, codes of conduct, directives, standards, and compliance obligations applicable to property practitioners in South Africa.
• 1.2 Words importing the singular include the plural and vice versa, and words importing any gender include the others.
• 1.3 Headings are for convenience only and shall not affect interpretation.

2. Parties and Purpose

• 2.1 Mandacate is a private company incorporated in accordance with the laws of the Republic of South Africa and operates a digital platform connecting Sellers with estate agencies and related service providers.
• 2.2 The Agency is a legally constituted South African real estate agency authorised and permitted to conduct business as a property practitioner.
• 2.3 The purpose of this Agreement is to regulate the terms on which the Agency is onboarded to the Platform and may receive, review, accept, and act upon mandate allocations delivered through the Platform.
• 2.4 Mandacate acts solely as a digital connection and allocation platform and is not a party to any sale transaction between Seller and Agency.

3. Agency Eligibility, Warranties and Continuing Obligations

• 3.1 The Agency warrants on the Effective Date and throughout the duration of this Agreement that:
• 3.1.1 it is duly registered and validly existing under the laws of South Africa;
• 3.1.2 it is registered with the PPRA where required;
• 3.1.3 it holds all licences, registrations, approvals, fidelity fund certificates, trust account arrangements or exemptions, and statutory authorisations required for its business;
• 3.1.4 all relevant principals, practitioners, and representatives acting under mandates received through the Platform are properly authorised and compliant with applicable law;
• 3.1.5 all information and documents uploaded to the Platform are true, correct, complete, and not misleading; and
• 3.1.6 it will at all times act lawfully, professionally, ethically, and in accordance with PPRA Requirements.
• 3.2 The Agency shall notify Mandacate in writing within 2 (two) Business Days if:
• 3.2.1 any registration, FFC, licence, or legal authorisation lapses, is suspended, or is withdrawn; or
• 3.2.2 there is any material change to its ownership, principals, contact details, branch addresses, or business operations relevant to this Agreement.

4. Appointment and Onboarding

• 4.1 Mandacate appoints the Agency, on a non-exclusive basis unless otherwise agreed in writing, as a participating agency on the Platform, and the Agency accepts such appointment subject to this Agreement.
• 4.2 Each Office must be separately onboarded and approved by Mandacate.
• 4.3 The Agency shall complete all required onboarding steps, including submission of branch details, company documents, PPRA-related documents, billing details, branding material, and any other information reasonably required by Mandacate.
• 4.4 Mandacate may determine office coverage radii, farming areas, onboarding rules, listing criteria, visibility packages, introductory offers, and platform configurations in its discretion.

5. Term

• 5.1 This Agreement commences on the Effective Date and shall endure for an initial fixed term of 12 (twelve) months unless onboarded as per invitation from Director/Mandacate in writing per email.
• 5.2 Upon expiry of the initial fixed term, this Agreement shall continue on a month-to-month basis unless terminated in accordance with this Agreement.

6. Subscription Fees and Payment

• 6.1 The Agency shall pay Mandacate a subscription fee per approved Office, as communicated in writing or reflected in the applicable onboarding package.
• 6.2 Unless otherwise agreed in writing, the Subscription Fee applies for the full initial fixed term.
• 6.3 Payment shall be made monthly in advance by debit order or such other payment method approved by Mandacate.
• 6.4 The Agency may not withhold, defer, reduce, deduct, or set off any payment due to Mandacate unless required by law.
• 6.5 If any amount is not paid on due date, Mandacate may, without prejudice to any other rights:
• 6.5.1 suspend the Agency’s profile, logo, visibility, notifications, or access to the Platform;
• 6.5.2 remove the Agency from any relevant farming area or office position;
• 6.5.3 recover legal and collection costs where legally permissible; and
• 6.5.4 claim interest on overdue amounts at the maximum lawful rate from due date to date of payment.
• 6.6 Suspension or restricted access does not release the Agency from liability for outstanding amounts.
• 6.7 Services shall only be reinstated once all arrears and ancillary charges due to Mandacate have been settled in full.

7. Platform Model and Agency Visibility

• 7.1 Subject to approval and payment, the Agency may upload its name, logo, contact details, office profile, and such other information as Mandacate may permit for display on the Platform.
• 7.2 The Agency’s visibility on the Platform shall be linked to its approved Office address and allocated farming area or geographical radius determined by Mandacate.
• 7.3 Sellers may, through the Platform, allocate one or more mandate types, including sole and exclusive, dual, or open mandates.
• 7.4 Mandacate may amend or improve Platform features, workflows, allocation models, user experience, and operating rules from time to time, provided that such changes do not unlawfully prejudice accrued rights.
• 7.5 Mandacate does not guarantee any minimum number of mandate allocations, instructions, viewings, offers, sales, turnover, conversion rate, or income.

8. Nature of Mandate Allocations

• 8.1 Any mandate allocation received through the Platform is provisional until accepted by the Agency in the manner prescribed by Mandacate.
• 8.2 Upon acceptance of a mandate allocation, the Agency is solely responsible for:
• 8.2.1 contacting the Seller;
• 8.2.2 verifying the Seller’s identity, authority, ownership, and property details;
• 8.2.3 concluding any further mandate documentation required by law or by the Agency’s own internal processes; and
• 8.2.4 rendering all estate agency services in compliance with applicable law.
• 8.3 Mandacate is not a party to any offer to purchase, sale agreement, conveyancing instruction, commission dispute, or agency dispute.
• 8.4 The Agency exercises its own professional judgment at all times and is not obliged to accept any mandate allocation.

9. Commercial Model, Commission and Referral Allocation

• 9.1 Subject to applicable law and unless otherwise agreed in writing, the standard commercial model for Platform-originated mandates is that the Seller shall be charged agency commission at the rate agreed between Seller and Agency, subject to Mandacate’s platform rules and disclosures.
• 9.2 Mandacate may be entitled to a referral or platform-related commercial benefit arising from mandates originated through the Platform, as agreed in writing or reflected in the applicable commercial model.
• 9.3 Where applicable, the Agency may be appointed to administer a portion of such allocation on Mandacate’s behalf for a transaction-linked purpose, including compliance-related costs.
• 9.4 The Agency may not amend, waive, avoid, conceal, or structure any transaction in a manner intended to defeat Mandacate’s lawful commercial entitlement arising from Platform-originated mandates.
• 9.5 The Agency shall provide Mandacate, on reasonable request, with sale-status updates and supporting information reasonably necessary to verify whether a transaction has proceeded to sale, subject to applicable confidentiality and privacy law.

10. Compliance Certificates

• 10.1 Where Mandacate provides a compliance-related benefit, such allocation shall be applied toward the cost of the Seller’s required compliance certificates, subject to this Agreement and any Mandacate policy communicated in writing.
• 10.2 If compliance certificate costs exceed the applicable allocation, the Seller shall remain liable for the excess, payable to the relevant service provider or as otherwise agreed in the transaction documentation.
• 10.3 Invoices for compliance-related services may be addressed to the Agency for administration purposes, provided that ultimate liability remains regulated by the applicable sale structure and supporting documentation.
• 10.4 The Agency shall, where applicable, assist in ensuring that conveyancers and service providers receive the guarantees, approvals, transaction documents, or confirmations required to process payment of compliance costs.
• 10.5 The Agency shall not instruct compliance service providers to proceed unless there is a bona fide transaction in place and the Agency is satisfied that the relevant sale, finance, guarantees, or supporting arrangements justify such instruction.

11. Agency Conduct and Service Standards

• 11.1 The Agency shall:
• 11.1.1 act in good faith and in the best interests of lawful and ethical property practice;
• 11.1.2 comply with all applicable legislation, PPRA Requirements, industry codes, and consumer-protection obligations;
• 11.1.3 treat Sellers professionally, honestly, and fairly;
• 11.1.4 refrain from making false, misleading, deceptive, defamatory, or unauthorised statements concerning Mandacate, the Platform, other agencies, or service providers; and
• 11.1.5 not use the Platform in a manner that is unlawful, improper, abusive, anti-competitive, fraudulent, or contrary to public policy.
• 11.2 The Agency remains solely responsible for its staff, representatives, contractors, branch operations, advice, marketing, communications, mandates, trust monies, and transaction conduct.

12. Data Protection and Privacy

• 12.1 Each party shall comply with all applicable data-protection and privacy laws, including the Protection of Personal Information Act, 2013.
• 12.2 To the extent that each party independently determines the purpose and means of processing personal information received through or in connection with the Platform, each party acts as a separate responsible party for its own processing activities.
• 12.3 The Agency shall:
• 12.3.1 use Seller information only for lawful purposes connected to the allocated mandate or as otherwise permitted by law;
• 12.3.2 maintain appropriate technical and organisational safeguards to protect personal information;
• 12.3.3 restrict access to personal information to authorised personnel only;
• 12.3.4 promptly notify Mandacate of any actual or suspected unauthorised access, security compromise, or misuse relating to data obtained from the Platform; and
• 12.3.5 not sell, repurpose, distribute, or exploit Seller data for unrelated marketing or third-party use without a lawful basis.
• 12.4 This clause survives termination of the Agreement.

13. Confidentiality and Non-Circumvention

• 13.1 The Agency acknowledges that Mandacate’s business model, platform structure, workflows, methods, pricing models, strategies, data structures, commercial arrangements, service-provider relationships, and proprietary know-how are confidential.
• 13.2 The Agency shall keep all confidential information strictly confidential and shall not disclose it to any third party except where disclosure is required by law or reasonably necessary to perform under this Agreement.
• 13.3 The Agency shall not copy, replicate, reverse engineer, decompile, appropriate, bypass, undermine, or commercially exploit Mandacate’s systems, methods, or business model.
• 13.4 The Agency shall not use information obtained through the Platform to circumvent Mandacate in bad faith in relation to the Platform-originated commercial model.
• 13.5 The obligations in this clause survive termination of this Agreement.

14. Intellectual Property

• 14.1 All intellectual property rights in and to the Platform, including software, content, branding, logos, systems, databases, methods, concepts, documentation, trade secrets, and related materials, vest exclusively in Mandacate or its licensors.
• 14.2 Nothing in this Agreement transfers any intellectual property right to the Agency.
• 14.3 The Agency is granted a limited, revocable, non-transferable right to use the Platform solely for the duration and purposes of this Agreement.
• 14.4 The Agency grants Mandacate a non-exclusive, royalty-free licence for the duration of this Agreement to use the Agency’s name, logo, and approved branding solely for Platform listing, onboarding, operational, and marketing purposes connected with this Agreement.

15. Disclaimer, Limitation of Liability and Indemnity

• 15.1 The Platform is provided as a commercial business tool and connection service.
• 15.2 Mandacate makes no warranty or representation that:
• 15.2.1 any mandate allocation will convert into an instruction, sale, or income;
• 15.2.2 any Seller will proceed with a transaction;
• 15.2.3 any transaction will be legally valid, finance-approved, or registration-ready; or
• 15.2.4 the Platform will be uninterrupted or error-free at all times.
• 15.3 To the fullest extent permitted by law, Mandacate shall not be liable for any indirect, special, consequential, or pure economic loss, including loss of profit, loss of business, loss of goodwill, or anticipated savings.
• 15.4 Mandacate shall not be liable for disputes, losses, claims, delays, non-performance, or damages arising between or involving Sellers, agencies, purchasers, conveyancers, compliance service providers, municipalities, or other third parties.
• 15.5 The Agency indemnifies and holds harmless Mandacate, its directors, officers, employees, contractors, and affiliates against any claim, loss, damage, fine, cost, or liability arising from:
• 15.5.1 the Agency’s breach of this Agreement;
• 15.5.2 the Agency’s unlawful, negligent, misleading, unethical, or non-compliant conduct;
• 15.5.3 any dispute between the Agency and a Seller or third party; or
• 15.5.4 the Agency’s processing or misuse of personal information.

16. Suspension and Termination

• 16.1 Mandacate may immediately suspend the Agency’s access to the Platform, listing, or visibility, wholly or partly, if:
• 16.1.1 the Agency fails to pay any amount when due;
• 16.1.2 any PPRA-related compliance or FFC status is absent, expired, suspended, or questionable;
• 16.1.3 Mandacate reasonably suspects unlawful, unethical, fraudulent, or harmful conduct;
• 16.1.4 the Agency has provided false, incomplete, or misleading information; or
• 16.1.5 suspension is reasonably necessary to protect Mandacate, Sellers, users, or the integrity of the Platform.
• 16.2 Mandacate may terminate this Agreement with immediate effect by written notice if the Agency:
• 16.2.1 commits a material breach and fails to remedy such breach within 7 (seven) days after written notice requiring it to do so;
• 16.2.2 acts unlawfully, unethically, or in material breach of PPRA Requirements;
• 16.2.3 suffers liquidation, business rescue, sequestration, deregistration, or ceases trading;
• 16.2.4 commits any act or omission which, in Mandacate’s reasonable opinion, brings or may bring Mandacate into disrepute; or
• 16.2.5 breaches clauses relating to data protection, confidentiality, non-circumvention, or intellectual property.
• 16.3 If the Agency purports to cancel or terminate this Agreement during the initial fixed term without lawful basis, such cancellation may constitute breach and Mandacate shall retain all rights available in law.

17. Consequences of Termination

• 17.1 Upon termination or expiry of this Agreement:
• 17.1.1 the Agency’s right to access and use the Platform shall cease to the extent determined by Mandacate;
• 17.1.2 Mandacate may remove the Agency’s profile, branding, and visibility from the Platform;
• 17.1.3 all outstanding amounts owed by the Agency to Mandacate shall become immediately due and payable; and
• 17.1.4 confidentiality, intellectual property, data protection, indemnity, dispute resolution, and any other clauses intended to survive shall remain in force.
• 17.2 Termination shall not affect any rights or obligations accrued prior to termination.

18. Electronic Communications and Signatures

• 18.1 The parties agree that this Agreement, onboarding forms, acceptances, notices, invoices, platform actions, data messages, and related records may be created, sent, stored, and relied upon electronically.
• 18.2 Any acceptance, approval, instruction, or signature communicated through the Platform, by email, or through an approved digital process shall, to the extent permitted by law, be valid and binding.
• 18.3 Electronic records generated by the Platform shall constitute prima facie proof of the relevant transaction, communication, or action unless proven otherwise.

19. Dispute Resolution, Governing Law and Jurisdiction

• 19.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.
• 19.2 The parties shall first attempt in good faith to resolve any dispute by negotiation within 10 (ten) Business Days after written notice of the dispute.
• 19.3 Failing resolution, either party may refer the dispute to mediation in South Africa.
• 19.4 If mediation fails, either party may approach any court of competent jurisdiction in South Africa.
• 19.5 Nothing in this clause prevents either party from seeking urgent interim or interdictory relief from a competent court.

20. Notices and Domicilia

• 20.1 Each party chooses as its domicilium citandi et executandi for all purposes under this Agreement the physical and email addresses recorded in the relevant onboarding or contractual records, or such other address as may be notified in writing.
• 20.2 Notices sent by email shall be deemed received on the date of transmission, provided that no automatic delivery failure notice is received.
• 20.3 Notices delivered by hand shall be deemed received on the date of delivery.

21. General Conditions

• 21.1 This Agreement constitutes the entire agreement between the parties regarding its subject matter.
• 21.2 No amendment, variation, addition, consensual cancellation, or waiver shall be of any force unless reduced to writing and signed by both parties.
• 21.3 No indulgence, relaxation, extension of time, or latitude granted by either party shall constitute a waiver of any rights.
• 21.4 If any provision of this Agreement is or becomes invalid or unenforceable, the remaining provisions shall remain of full force and effect.
• 21.5 The Agency may not cede, assign, transfer, or delegate any of its rights or obligations without Mandacate’s prior written consent.
• 21.6 Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment relationship, or agency between Mandacate and the Agency.
• 21.7 This Agreement may be signed in counterparts, each of which shall be deemed an original.

22. Agency and Office Information

• 22.1 The Agency shall provide all company, office, contact, compliance, and billing information reasonably required for onboarding and ongoing participation on the Platform.
• 22.2 A separate Office schedule may be maintained for each registered branch, including office name, address, contact details, approved radius or farming area, onboarding package, promotional terms, and the applicable monthly subscription.

23. Signatures

Signed at __________________________ on this ______ day of __________________ 20____.

For and on behalf of MANDACATE (PTY) LTD
Name: ____________________________________
Capacity: __________________________________
Signature: _________________________________

Signed at __________________________ on this ______ day of __________________ 20____.

For and on behalf of THE AGENCY
Name: ____________________________________
Capacity: __________________________________
Signature: _________________________________