• QuietRise grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Software solely for the Client’s internal business purposes during the active subscription period.
• Under a Software Subscription, the Client acquires no ownership rights in the Software, the Underlying IP, or the Client-Specific IP. The Client will not receive, and is not entitled to, the source code of the Software.
• QuietRise retains full and exclusive ownership of all Underlying IP at all times, regardless of the payment model or the total amount paid. This is a material, non-negotiable term of this Agreement.
• The Software is hosted and operated by QuietRise or its designated hosting infrastructure provider. QuietRise is responsible for maintaining, updating, and securing the Software environment during the active subscription period in accordance with any applicable service level terms agreed in writing.
• QuietRise retains the right to reuse Underlying IP in other projects without constituting a breach of this Agreement or an infringement of the Client’s intellectual property rights, provided that QuietRise does not reproduce or disclose the Client’s Client-Specific IP or confidential data in doing so.
• All work produced by QuietRise remains QuietRise’s intellectual property until every outstanding invoice under this Agreement has been paid in full and cleared in QuietRise’s bank account.
• To the fullest extent permitted by law, QuietRise hereby waives, and undertakes to procure the waiver of, any moral rights that individual creators may hold in the Software and any deliverables produced under this Agreement under the Copyright Act, 98 of 1978 (including rights of attribution and integrity) in favour of the Client. This waiver applies solely to the Client’s licensed use of the Software and does not affect QuietRise’s ownership of the Underlying IP or Client-Specific IP.

• The monthly subscription fee is as specified in the Client’s signed quote and invoice. The fee is payable monthly in advance on or before the invoice due date.
• If the commencement date falls mid-month, the first invoice will be pro-rated to cover the period from the commencement date to the end of that calendar month. Thereafter, billing reverts to the first business day of each month.
• Monthly subscriptions continue on a rolling basis until cancelled. Either party may cancel on 30 (thirty) calendar days’ written notice, delivered to accounts@quietrise.co.za. Cancellation takes effect at the end of the billing cycle immediately following the expiry of the notice period.
• The monthly subscription fee is non-refundable for any billing period already commenced at the date of cancellation.

• The annual subscription fee is as specified in the Client’s signed quote. Payment is due in full upfront or in quarterly instalments as expressly agreed in writing. No partial refunds apply for any portion of an annual term already commenced or paid.
• The annual subscription automatically renews for a further 12-month term on each renewal date (the anniversary of the Agreement Commencement Date) unless the Client provides written cancellation notice to accounts@quietrise.co.za at least 30 (thirty) calendar days before the renewal date. Payment of a renewal invoice constitutes binding acceptance of the renewed term.
• Early Termination - Annual Subscription: If the Client cancels or is in material breach of this Agreement before the end of a contracted annual term, all remaining subscription fees for the full contracted term become immediately due and payable as a lump-sum early termination fee. This clause constitutes a genuine pre-estimate of QuietRise’s loss and is not a penalty in the legal sense. QuietRise will issue a final invoice for the balance, which is payable within 7 working days.
• An annual subscription discount, if applied, is specified in the quote and is conditional on the full annual fee being settled in accordance with the agreed payment schedule. Failure to honour the payment schedule may result in the discount being forfeited and the monthly rate being applied retrospectively to the period already elapsed.

• All invoices are due within 7 (seven) working days of the invoice date unless otherwise stated on the invoice.
• All prices are quoted and invoiced in South African Rand (ZAR). QuietRise is not VAT-registered; no VAT is charged on any invoice.
• EFT payments must include the QuietRise invoice number as the payment reference. Proof of payment may be sent to accounts@quietrise.co.za. QuietRise will not credit a payment until funds have cleared in its bank account.
• Non-Payment - Suspension: Where any invoice remains unpaid by its due date, QuietRise will follow the two-step suspension process set out in Section E.14 of the Terms of Service: (a) a written suspension notice is issued after 5 calendar days; (b) services are suspended 48 hours after that notice if payment has not been received. The minimum period from due date to suspension is 7 calendar days. Services remain suspended until all outstanding amounts, including any reactivation fee, have been cleared. Where a subscription remains suspended for 30 consecutive days due to non-payment, QuietRise may terminate the subscription in accordance with Section M.4 of the Terms of Service.
• Invoice Acceptance: Payment of any invoice - whether initial or renewal - constitutes (a) binding acceptance of this Agreement as it stands at the date of payment; and (b) confirmation that the Client has reviewed, understood, and agrees to any amendments notified in accordance with Section 10.2 of this Agreement.
• All amounts paid under this Agreement are non-refundable except where QuietRise determines otherwise at its sole discretion.

• QuietRise reserves the right to review and adjust subscription fees at any time. Fee adjustments are not tied to any specific formula, index, or percentage. QuietRise retains full discretion in determining the revised fee, which may reflect changes in the cost of service delivery, infrastructure costs, market conditions, or the scope of features and services provided.
• QuietRise will provide the Client with written notice of any fee adjustment at least 30 (thirty) calendar days before the adjusted fee takes effect (“Adjustment Effective Date”). The notice will state the current fee and the new fee. No formula or basis is required to be disclosed.
• If the Client does not wish to accept the adjusted fee, the Client must notify QuietRise in writing within the first 15 (fifteen) calendar days of receiving the adjustment notice (“Objection Window”). A written objection submitted within the Objection Window constitutes notice of termination, with the Agreement terminating on the Adjustment Effective Date. Where the Adjustment Effective Date falls within the second half of the then-current billing period, the Client remains liable for the full billing period’s subscription fee at the pre-adjustment rate. Where the Adjustment Effective Date falls within the first half of the then-current billing period, the subscription fee is owed on a pro-rated daily basis through the Adjustment Effective Date only. The Client will not be charged at the adjusted fee at any point. Failure to submit a written objection before the Objection Window closes constitutes the Client’s irrevocable acceptance of the adjusted fee.
• Continued use of the service after the Adjustment Effective Date, or payment of any invoice issued at the adjusted rate, constitutes binding acceptance of the adjusted fee regardless of whether the Client has explicitly confirmed acceptance in writing.
• Infrastructure Capacity Scaling: The subscription fee covers standard platform usage within reasonable operational limits. As a Client’s database volume, transaction throughput, or server resource consumption grows materially over time, QuietRise may determine that the Client’s operational footprint requires a dedicated or upgraded hosting tier beyond what is included in the standard subscription.
  
  Where QuietRise determines that a capacity upgrade is necessary, QuietRise will: (a) notify the Client in writing, describing the resource threshold being exceeded and the proposed infrastructure change; (b) provide a revised quote for the upgraded infrastructure tier, including any applicable once-off migration or implementation fee; and (c) allow the Client a minimum of 30 (thirty) calendar days to accept the revised quote before the upgrade is applied.
  
  If the Client does not accept the proposed infrastructure upgrade within the notice period, QuietRise reserves the right to apply reasonable resource limits to maintain platform stability and fairness to other clients. QuietRise will not apply resource limits that render the software materially unusable without first exhausting the notice procedure above. Infrastructure upgrade fees are quoted on a case-by-case basis reflecting actual hosting and implementation costs.

This section applies only where the WhatsApp Add-On checkbox above is marked and confirmed in the signed quote. If the WhatsApp Add-On is not activated, this Section 5 does not form part of the Agreement.

• The QuietChain notification service is a fully managed, automated, one-way outbound service operated entirely by QuietRise. All message templates are drafted, submitted to Meta for approval, and managed exclusively by QuietRise. The Client does not compose, approve, or schedule individual messages. Notifications are generated and dispatched automatically by the Software in response to operational events arising from the Client’s use of the QuietChain platform.
• The service operates on the QuietChain WABA - a WhatsApp Business Account held, registered, and administered by QuietRise. QuietRise is the WABA holder and bears responsibility for template compliance with Meta’s Messaging Policy. Message recipients will see the Client’s registered facility name as configured in the Software.
• The Client acknowledges that Meta’s WhatsApp Business Platform is a third-party service entirely outside QuietRise’s ownership or control. All messaging delivery, account approvals, template approvals, and rate decisions are made by Meta solely.

• A once-off setup fee applies to cover WABA registration, phone number registration, initial template creation, and API integration. This fee is as specified in the Client’s quote and is due before any setup work commences.
• Standard registration and approval timelines with Meta are typically 1 to 5 business days, subject to Meta’s internal queues and verification processes. QuietRise will communicate progress but accepts no liability for delays caused by Meta’s approval processes.
• The Client must provide QuietRise with their accurate trading or facility name as it should appear in automated notifications sent to the Client’s customers. This name is configured within the Software and displayed in all outbound messages. The Client warrants that any name provided is one they are lawfully entitled to use. Providing a false, misleading, or unauthorised business name constitutes a breach of this Agreement and may constitute misrepresentation to the Client’s own customers.

• The Client’s subscription includes a monthly bundle of Template Messages determined by the subscription package selected in the signed quote. Each package tier includes a pre-defined number of messages per calendar month, as confirmed on the Client’s invoice. The bundle is allocated per calendar month and does not roll over - unused messages in a given month are forfeited.
• The QuietChain notification service operates as a one-way outbound channel only. The Software sends Template Messages to recipients on the Client’s behalf; recipients cannot reply into the system. All messages sent under this service are outbound Template Messages and are therefore chargeable by Meta. Every delivered message consumes from the Client’s monthly Bundle allocation.
• Messages are allocated against the bundle in the order in which they are delivered.

• The WhatsApp Business Platform charges a per-message fee for every Template Message delivered through the Cloud API. As the QuietChain notification service operates exclusively through outbound Template Messages, every notification dispatched through the service, including welcome and registration notifications sent to newly onboarded recipients, is a chargeable message event, irrespective of whether the recipient has previously interacted with the Client on the specific event giving rise to the notification.
• Meta’s per-message charge applies at the point of delivery. Messages that are not delivered (for example, because the recipient’s device is offline or the recipient has blocked the sender) may not be charged by Meta; however, delivery outcomes are entirely outside QuietRise’s control and QuietRise provides no warranty regarding delivery rates, delivery confirmation, or the accuracy of delivery status data provided by Meta’s platform.
• The Client acknowledges that the QuietChain platform is designed to trigger notifications automatically based on operational events, and that the Client’s monthly message volume is a direct function of the Client’s own operational throughput. The Client is responsible for understanding which platform events generate outbound notifications and for managing their operations within the limits of their included Bundle.

• QuietRise charges a monthly WhatsApp Management Fee as specified in the Client’s quote. This fee covers platform management, WABA maintenance, template management, monitoring, and support.
• Per-message charges (where applicable) are billed to the Client at the all-in ZAR rate specified in the Client’s quote. This rate may be adjusted to reflect Meta rate changes in accordance with Section 5.7.
• The included message bundle covers a specified number of chargeable messages per month. Charges for messages within the bundle are included in the monthly Management Fee. Overage messages are invoiced separately as set out in Section 5.6.

• When the Client’s message volume in a calendar month exceeds the included bundle, all messages beyond the bundle threshold (“Overage Messages”) will be charged at the Overage Rate specified in the Client’s quote.
• Overage charges are invoiced on or before the 5th business day of the following calendar month, once Meta’s billing data for the prior month has been confirmed. Overage invoices are due within 7 working days of the invoice date.
• The Client acknowledges that notification volume - and therefore Overage charges - is a direct consequence of the Client’s operational activity within the Software. Each system event performed by the Client (such as processing bookings, confirming dispatches, or onboarding new recipients) may trigger one or more automated notifications. The Client is responsible for understanding the notification behaviour of the Software and for managing their operational throughput within the agreed bundle. QuietRise accepts no liability for Overage charges arising from the Client’s volume of operational activity, bulk data imports, or failure to monitor cumulative notification usage.

• Meta may adjust its per-message rates on the first day of any calendar quarter (1 January, 1 April, 1 July, or 1 October), with a minimum of 1 month’s advance notice. Rate changes are entirely outside QuietRise’s control.
• QuietRise will notify the Client of any confirmed Meta rate changes within 5 (five) business days of receiving Meta’s notice. The Client acknowledges that QuietRise’s obligation in this regard is limited to timeous notification - QuietRise has no ability to prevent, delay, or mitigate Meta’s rate decisions.
• The Client accepts that the per-message rate charged by QuietRise will be updated to reflect Meta’s new rates from the effective date of the change, without further amendment to this Agreement.
• QuietRise may revise its own Overage Rate (independent of any Meta rate change) on not less than 30 (thirty) calendar days’ prior written notice to the Client. The revised rate will take effect on the date specified in the notice. If the Client does not accept the revised rate, the Client may terminate the WhatsApp Add-On (or this Agreement in its entirety) by providing written notice within that 30-day period, effective at the end of the then-current billing cycle. Continued use of the service after the effective date of a rate revision constitutes acceptance of the revised rate.

• All message templates used in the QuietChain notification service are drafted, submitted to Meta for approval, and managed exclusively by QuietRise as part of the managed service. The Client has no role in template creation, submission, or revision. Templates are part of the QuietChain product and are updated by QuietRise at its discretion as the platform evolves.
• Template approval is at Meta’s sole discretion. Meta may reject, request revision of, or revoke approval of any template at any time. QuietRise provides no warranty or guarantee that any template will be approved or will remain approved. Where Meta rejects or revokes a template, QuietRise will use reasonable endeavours to submit a compliant replacement, but accepts no liability for any interruption to notification delivery during that period.
• QuietRise accepts no liability for charges arising from template miscategorisation by Meta, or for any Meta-imposed penalties arising from template content that Meta determines to be non-compliant after initial approval.

• The QuietChain notification service operates on a shared WhatsApp Business phone number that forms part of QuietRise’s WABA infrastructure. This number is owned and operated exclusively by QuietRise and is not assigned to, or reserved for, any individual client. No client acquires any right, title, or interest in the QuietChain WABA phone number.
• Upon termination of this Agreement, no number transfer or porting is available to the Client. The Client’s access to the notification service will cease on the effective termination date and all messaging will stop. QuietRise will retain and continue to operate the QuietChain WABA phone number.

• The Client is the POPIA “responsible party” in respect of all personal information of message recipients. QuietRise acts as the POPIA “operator” and processes recipient data solely for the purposes of this Agreement and in accordance with the Client’s use of the Software as contemplated herein. In this context, the Client’s operational use of the QuietChain platform - which triggers automated notifications - constitutes the Client’s instruction to process.
• The Client is responsible for ensuring that each recipient loaded into the Software has provided valid, documented consent to receive WhatsApp notifications from the Client. The Software provides a per-recipient notification flag which the Client must set accurately to reflect each recipient’s consent status. The Client bears sole responsibility for maintaining consent records and making them available to QuietRise or a regulatory authority on request.
• Compliance responsibilities are allocated as follows:
  
  QuietRise is responsible for: (a) compliance with Meta’s WhatsApp Business Messaging Policy in respect of template content and submission; (b) operating the dispatch infrastructure in accordance with applicable law; and (c) managing the QuietChain WABA in accordance with Meta’s platform requirements.
  
  The Client is solely responsible for: (a) compliance with the Protection of Personal Information Act, 4 of 2013 (POPIA) as the responsible party for the personal information of their message recipients; (b) compliance with the Wireless Application Service Providers’ Association (WASPA) Code of Conduct in respect of the Client’s communications with their own customers; and (c) compliance with all other applicable South African and international laws governing the Client’s business operations and use of the notification service.
• A material breach of this clause - including enabling WhatsApp notifications for recipients who have not provided valid consent, or using the service for prohibited purposes - entitles QuietRise to suspend messaging immediately and without prior notice. This is an exception to the standard Section E.14 suspension process and is necessary to protect QuietRise’s WABA account integrity and legal standing.

• Enabling WhatsApp notifications for any recipient who has not provided valid, documented consent to receive WhatsApp notifications from the Client, or failing to promptly disable notifications for a recipient who withdraws consent.
• Entering false, inaccurate, or third-party contact information into the Software in a manner that would direct notifications to unintended or unconsented recipients.
• Providing QuietRise with false, misleading, or unauthorised business identity information, including a trading name, facility name, or business category the Client is not lawfully entitled to use, for the purpose of configuring the notification service or display profile, or in any manner that misrepresents the Client’s identity to message recipients.
• Instructing or requesting QuietRise to send messages outside the automated notification workflow of the Software, including requesting ad hoc or custom messages not within the approved template library.
• Using personal information of recipients accessed through or extracted from the Software for any purpose other than the business purposes contemplated by this Agreement, or disclosing such information to any third party without the recipient’s consent.
• Falsely denying to recipients that the automated WhatsApp notifications they receive are connected to the Client’s operations, or otherwise misrepresenting to recipients the origin or purpose of those notifications.
• Any activity that constitutes a criminal offence under the Electronic Communications and Transactions Act, 25 of 2002 (ECT Act), or the Cybercrimes Act, 19 of 2020.
• Any activity that results in Meta restricting, suspending, or banning the QuietChain WABA as a consequence of the Client’s conduct - including providing inaccurate business information or enabling notifications for recipients in a manner inconsistent with this Agreement - regardless of whether the Client intended that outcome.

Where Meta suspends, restricts, or terminates the QuietChain WABA or the WhatsApp Business number as a result of the Client’s conduct or violations under this Agreement, the Client accepts sole and full responsibility for that outcome. QuietRise accepts no liability for any such Meta-initiated action, and all subscription fees remain payable for the period prior to suspension.

• The QuietChain WABA and associated phone number are shared infrastructure used to deliver notifications on behalf of all QuietChain clients. This is a structural characteristic of the service and cannot be altered by any individual client. No client acquires an exclusive right to any portion of the WABA’s messaging capacity or quality standing.
• Meta’s enforcement and quality-control decisions operate at the WABA level and are not applied on a per-client basis. A restriction, quality-rating penalty, or suspension imposed by Meta on the QuietChain WABA, including as a consequence of another QuietChain client’s messaging practices, consent management, or registered business information, may degrade or interrupt the notification service for all clients sharing that WABA, including the Client, even where the Client has not violated this Agreement or the Terms of Service.
• Where the QuietChain WABA is restricted or suspended due to a third-party QuietChain client’s conduct, QuietRise will: (a) take immediate steps to investigate and remediate the restriction with Meta; (b) communicate the nature and expected duration of the disruption to affected clients as soon as reasonably practicable; and (c) take appropriate enforcement action against the responsible client under this Agreement. QuietRise’s liability for service interruptions attributable solely to another QuietChain client’s conduct is excluded in accordance with Section 7.2 of this Agreement, and no service credit or refund is available for such interruptions.
• The Client acknowledges and accepts this shared-infrastructure risk as an inherent and disclosed characteristic of the QuietChain service model. QuietRise will take reasonable steps to monitor WABA compliance across its QuietChain client base and to enforce the prohibited-use obligations in Section 5.11; however, QuietRise cannot guarantee that the conduct of other QuietChain clients will never adversely affect the Client’s notification service.

• Uptime Target: QuietRise targets 99% availability for its own hosted software infrastructure on a rolling monthly basis. This is a service target and not a contractual service level guarantee (“SLA”). No specific uptime SLA, rebate, or service credit is provided under this Agreement unless a separate written SLA document is agreed and signed.
• Scheduled Maintenance: QuietRise will endeavour to provide a minimum of 24 hours’ advance written notice for planned maintenance windows that affect service availability. Planned maintenance will, where possible, be scheduled during off-peak hours. QuietRise will use reasonable efforts to minimise service disruption during planned maintenance.
• Emergency Maintenance: Where emergency maintenance is required to protect the security, integrity, or performance of the platform or hosting infrastructure, QuietRise may undertake such maintenance without advance notice. QuietRise will communicate the nature and expected duration of the outage as quickly as reasonably practicable.
• Third-Party Infrastructure: The Software and WhatsApp Notification Service depend on third-party infrastructure providers including, but not limited to, Meta (WhatsApp Business Platform), cloud hosting providers, internet service providers, and domain registrars. QuietRise provides no warranty regarding the uptime, performance, availability, or reliability of any third-party platform or service. Outages, degraded performance, or service interruptions attributable to third-party providers are entirely outside QuietRise’s control and do not constitute a breach of this Agreement.
• Force Majeure: QuietRise shall not be liable for any failure or delay in providing services resulting from circumstances beyond its reasonable control, including but not limited to: load shedding or Eskom power interruptions; natural disasters; severe weather events; floods; cyberattacks, DDoS attacks, or ransomware targeting third-party infrastructure; government or regulatory action; Meta platform outages; internet backbone failures; industrial action; pandemics; or any other event of force majeure. In such circumstances, QuietRise will communicate the nature of the disruption and restore services as quickly as practicable.
• No Refunds for Downtime: Subscription fees are not pro-rated, rebated, or refunded for any period of unplanned service unavailability, including outages caused by QuietRise, third-party infrastructure, Meta’s platform, or force majeure events, unless a separate written SLA expressly provides otherwise.
• Client’s Own Infrastructure: QuietRise does not manage, troubleshoot, or accept responsibility for the Client’s devices, local network, office internet connection, ISP service, or any device-specific software. Issues arising from the Client’s own infrastructure do not constitute a QuietRise service outage.

• Liability Cap: The total aggregate liability of QuietRise (Pty) Ltd, its directors, employees, contractors, or agents to the Client for any and all claims arising out of or in connection with this Agreement, whether in contract, delict, or otherwise, shall not exceed the total fees paid by the Client to QuietRise in the 1 (one) calendar month immediately preceding the event giving rise to the claim. This cap is stricter than the general cap in Section L of the Terms of Service; in the event of conflict, this clause prevails.
• Exclusion of Consequential Loss: In no event shall QuietRise be liable for any indirect, consequential, special, or punitive loss or damages, including but not limited to: loss of revenue; loss of profit; loss of data; loss of business opportunity; loss of contracts; reputational harm; or any business disruption arising from a service outage, message delivery failure, Meta account restriction, or any other event under this Agreement - even if QuietRise has been advised of the possibility of such loss.
• WhatsApp-Specific Exclusions: QuietRise expressly excludes all liability for:
  • Non-delivery, late delivery, or mis-delivery of WhatsApp messages by Meta’s Platform;
  • Template rejection or revocation by Meta;
  • WABA suspension, restriction, or termination by Meta resulting from the Client’s conduct or policy violations;
  • Changes to Meta’s per-message rates, pricing model, or platform features;
  • Any regulatory action or penalty against the Client arising from the Client’s failure to comply with POPIA or WASPA in respect of the Client’s own consent obligations or data accuracy, or from the Client’s use of the notification service in a manner inconsistent with §5.11.
• Client Responsibility: The Client is solely responsible for ensuring that all messaging activity, integrations, and data processing conducted through this service complies with all applicable legislation and regulatory requirements. QuietRise does not provide legal advice and nothing in this Agreement constitutes legal advice.
• Exceptions: Nothing in this section limits QuietRise’s liability for fraud or wilful misconduct, or for any liability that cannot lawfully be excluded or limited under South African law. This Agreement is primarily entered into between businesses (B2B). Where the Client qualifies as a “consumer” under the Consumer Protection Act, 68 of 2008, QuietRise acknowledges and respects that Client’s applicable statutory consumer rights.

• QuietRise will not disclose, reproduce, or transfer the Client’s confidential business data, proprietary workflows, trade secrets, or Client-Specific IP to any third party without the Client’s prior written consent, except where required by law or as necessary for the performance of this Agreement (e.g. engaging a hosting infrastructure provider).
• QuietRise’s right to reuse Underlying IP (Section 2.5) is a right over re-usable code and architecture; it is not a right over the Client’s data, business intelligence, or Client-Specific IP.
• Recipient personal information processed through the WhatsApp Notification Service is handled by QuietRise solely as a POPIA operator in accordance with the Client’s instructions. QuietRise processes this data only for the purposes expressly required by this Agreement.
• These confidentiality obligations survive termination of this Agreement for a period of 3 (three) years from the date of termination.

• Client Cancellation: The Client may cancel this Agreement at any time by written email to accounts@quietrise.co.za. Monthly subscribers must provide 30 calendar days’ notice; annual subscribers are subject to the early termination fee provisions in Section 3.7.
• QuietRise Cancellation: QuietRise may cancel this Agreement with immediate effect where there is evidence or reasonable suspicion of a Client breach of this Agreement or applicable law. No refund will apply. The Client remains liable for all outstanding amounts and any additional costs, damages, or legal expenses incurred by QuietRise.
• Termination for Non-Payment: Where a Software Subscription or WhatsApp Add-On subscription remains suspended for 30 consecutive days due to non-payment, QuietRise may issue a written termination notice. Termination does not extinguish the Client’s liability for outstanding subscription fees accrued to the date of termination.
• Effect of Termination - Software: Upon termination the Client’s access to the Software will cease at the end of the notice period or the current billing cycle, whichever is later. QuietRise will make the Client’s data available for export in a standard, machine-readable format for 30 (thirty) calendar days following the effective termination date. After this period, QuietRise may permanently delete the Client’s data from its systems. For the avoidance of doubt, this window applies to the Client’s operational software data; QuietRise’s retention of personal information as defined under POPIA is governed separately by Section 8.3 and QuietRise’s Privacy Policy.
• Effect of Termination - WhatsApp Service: Upon termination of the WhatsApp Add-On or this Agreement, QuietRise will cease processing automated notifications for the Client through the QuietChain WABA. The QuietChain WABA phone number is retained by QuietRise; no number transfer is available as set out in Section 5.9. Message log records will be retained and deleted in accordance with Section 9.4 and QuietRise’s data retention obligations under applicable law.
• No Further Obligations: Upon valid termination, neither party has any further obligation to the other except: (a) the Client’s obligation to pay all outstanding amounts; (b) QuietRise’s obligation to make data available for export; and (c) obligations that expressly survive termination (confidentiality, governing law, dispute resolution).

• Entire Agreement: This Agreement, together with the signed quote and QuietRise’s Terms of Service at quietrise.co.za/terms-of-service.html, constitutes the entire agreement between the parties with respect to the services described herein and supersedes all prior discussions, representations, and understandings (including the April 2026 edition of this Agreement).
• Amendments: QuietRise reserves the right to update or amend this Agreement from time to time. The Client will be notified of material changes by email or via the QuietRise website at least 30 calendar days in advance. Continued payment, use of services, or failure to cancel following notification constitutes the Client’s acceptance of the revised terms.
• Governing Law: This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa, including the Electronic Communications and Transactions Act, 25 of 2002 (ECT Act), the Consumer Protection Act, 68 of 2008, POPIA, the Copyright Act, 98 of 1978, and the Cybercrimes Act, 19 of 2020. The parties submit to the non-exclusive jurisdiction of the courts of South Africa.
• Dispute Resolution: In the event of a dispute, the parties will first attempt good-faith resolution. Failing resolution within 15 business days, either party may refer the matter to informal arbitration via the Arbitration Foundation of Southern Africa (AFSA) or such other agreed mechanism. QuietRise retains the right to pursue litigation for recovery of outstanding amounts without first invoking arbitration. Both parties consent to the jurisdiction of the Magistrate’s Court for claims within its monetary jurisdiction, without prejudice to QuietRise’s right to institute proceedings in any competent court where the claim exceeds that jurisdiction.
• Domicilium: Both parties elect their respective email addresses and physical addresses recorded in this Agreement as their domicilium citandi et executandi for all legal purposes arising from this Agreement.
• Severability: If any provision of this Agreement is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
• No Waiver: QuietRise’s failure to enforce any right or provision at any time shall not constitute a waiver of that right or provision, nor shall it prevent QuietRise from enforcing it at a later date.
• No Escrow: Unless expressly agreed in a separate written escrow agreement, QuietRise is under no obligation to deposit source code into escrow for the benefit of the Client.
• VAT: QuietRise (Pty) Ltd is not currently registered for VAT. No VAT is charged on any invoice. Should QuietRise become VAT-registered, affected Clients will be notified in advance and all applicable invoices will be updated accordingly.
• Electronic Execution: This Agreement may be accepted electronically (by email confirmation, digital signature, or payment of the first invoice) in accordance with the ECT Act, 25 of 2002. An electronically accepted agreement is as legally binding as a physical signature.
• Governing Documents: This Agreement and the QuietRise Terms of Service (published at quietrise.co.za/terms-of-service.html) together govern the entire relationship between QuietRise and the Client. The QuietRise Terms of Service applies to all general matters of the parties’ relationship not specifically addressed in this Agreement, including general payment terms, general liability, data protection, and platform conduct. In the event of any conflict or inconsistency between this Agreement and the QuietRise Terms of Service, this Agreement prevails to the extent of the conflict for all matters relating to the Software Subscription, the WhatsApp Notification Service, and the fees, data, and intellectual property specific to those services. The Client’s acceptance of this Agreement constitutes the Client’s acknowledgement that they have been provided access to, and are bound by, the QuietRise Terms of Service and the QuietRise Acceptable Use Policy (published at quietrise.co.za/acceptable-use-policy.html), both as amended from time to time.
• Platform-Captured Electronic Signatures (ECT Act Standing): The QuietChain platform captures electronic signatures from various users in the course of normal operations, including day-end closures by abattoir managers, batch inspection sign-offs by responsible veterinarians, collection acknowledgements by drivers, and delivery receipts by clients. These signatures appear on killing sheets, chain-of-custody certificates, compliance exports, and other platform-generated records that may be presented to regulatory authorities, including DALRRD inspectors.
  
  (a) Classification: All signatures captured through the platform are ordinary electronic signatures as defined in section 1 of the ECT Act, 25 of 2002. They are not advanced electronic signatures (which require certification by an accredited authentication service provider under section 37 of the ECT Act) unless QuietRise has separately implemented and disclosed such a capability in writing. QuietRise does not currently provide an advanced electronic signature service.
  
  (b) Legal standing: Under section 13(1) of the ECT Act, an ordinary electronic signature satisfies a signature requirement where the method used to identify the signatory and indicate their approval of the information communicated is reliable and appropriate in the circumstances. Ordinary electronic signatures are legally valid and enforceable for the vast majority of commercial and operational purposes. However, the Client is solely responsible for determining whether any specific document type generated by the platform requires an advanced electronic signature or a wet-ink signature to satisfy the Client’s regulatory obligations, including those arising under the Meat Safety Act 40 of 2000, the Animal Diseases Act 35 of 1984, or any other sector-specific legislative framework.
  
  (c) Risk allocation: QuietRise accepts no liability for any regulatory or legal challenge arising from a competent authority declining to accept a platform-generated, electronically signed record. The Client is solely responsible for: (i) ensuring that signatories are duly authorised to execute the relevant document on behalf of the Client’s operation; (ii) satisfying itself that the platform’s electronic records meet the evidentiary requirements applicable to the Client’s regulatory framework; and (iii) retaining signature records for the applicable statutory retention periods in accordance with Section 11 of this Agreement.
  
  (d) Audit record corroboration: Electronic signatures are captured as embedded components of the operational documents generated by the platform, including killing sheets, chain-of-custody certificates, and compliance exports. These documents constitute the primary record of each signature event and are available for export through the standard data export facility under Section 9.4 during the active subscription period. The platform’s internal audit log (Sections 11.7 and 11.11) additionally records signature events as part of general system activity logging, capturing the timestamp, user identity reference, and session context associated with each signature action; however, this log is an internal operational record and QuietRise does not provide any audit log extract, review, or corroboration service to clients. The Client is solely responsible for exporting and retaining the relevant operational documents during the subscription period to satisfy any evidentiary or regulatory requirements. QuietRise provides no warranty that any platform-generated document or internal record will satisfy the evidentiary or forensic requirements of any specific regulatory, legal, or insurance proceeding.

• Standard Backup: QuietRise performs automated database and file backups no less than once every 24 hours for all active Software Subscriptions. Backup copies are retained on a rolling basis for 30 (thirty) calendar days from the date of creation. Backups are maintained for disaster recovery purposes only and do not constitute a version history, audit log, or data synchronisation record.
• Restoration: Where a data loss event is directly attributable to a failure in QuietRise’s own infrastructure or systems, QuietRise will use reasonable endeavours to restore the affected data from the most recent available backup at no charge, with a best-effort turnaround of 1–2 business days. Where data loss results from the Client’s own action (including accidental deletion, misconfiguration, or platform misuse), a restore administration fee (as quoted) per restore event applies. No warranty is given that any individual backup will be free from corruption or that restoration to any specific point in time will be achievable. The Client acknowledges that no interface within the platform permits the Client to initiate a database restore; all restore operations are performed exclusively by QuietRise operators, require prior written authorisation submitted to support@quietrise.co.za, and are subject to the additional conditions in clauses 11.6 to 11.13 of this Agreement. The liability provisions of Section 7 apply to all restoration services.
• Data Export Formats: Data portability under this Agreement is provided via two categories of QuietRise-generated derivative export, available through the platform’s built-in export functionality. Neither output constitutes a database backup file and neither can be used to restore the database directly. (a) Compliance Export: A structured export bundle accompanied by a QuietRise-issued integrity certificate bearing a unique reference number, generated per export event. This is the legally-recognised export for compliance, audit, and regulatory purposes. The Compliance Export is available on-demand and is automatically prompted upon the close of each operational period. Each export is delivered directly to the Client’s device and removed from QuietRise’s servers within a short window following generation. The Client is solely responsible for the secure storage and long-term archiving of all Compliance Exports downloaded to their device. QuietRise does not retain copies of Compliance Exports after this window unless the Client has separately subscribed to the Compliance Archive Service. (b) Accounting Export: A structured export formatted for import into third-party accounting software. The Accounting Export is not accompanied by an integrity certificate, is not certified for compliance purposes, and does not constitute a legally-recognised compliance document. QuietRise accepts no responsibility for how the Client or their accountant processes Accounting Export files within third-party systems. The Client is solely responsible for retaining and managing all exported data to meet their legal and operational requirements.
• Extended Data Retrieval: QuietRise may, for internal business continuity purposes, retain operational backup copies of Client data beyond the standard 30-day retention window. The existence of any such extended copies cannot be guaranteed and is entirely subject to QuietRise’s internal operational decisions. Where a Client requires access to data beyond the standard 30-day period, QuietRise offers Extended Data Retrieval, subject to availability and at QuietRise’s sole discretion, for a fee to be quoted in writing before work commences. QuietRise provides no warranty that extended retrieval will be successful and accepts no liability where retrieval cannot be completed. The retrieval fee is payable regardless of outcome once accepted by the Client in writing.
• Interaction with Termination: The 30-day data export window available to the Client following termination under Section 9.4 of this Agreement is aligned with QuietRise’s standard 30-day backup retention period. Clients are strongly advised to export all required data immediately upon termination to avoid reliance on Extended Data Retrieval.
• Source of Restoration: QuietRise performs all database restores exclusively from QuietRise-held, server-side backup copies maintained through automated infrastructure-level processes. No raw database backup file, in any format, will be provided to the Client for any purpose. QuietRise will not accept, import, or restore from any data file or archive supplied by the Client or any third party. Backup integrity is verified before any restore is performed.
• Platform Activity & Error Logs: QuietRise maintains internal platform activity logs and error records as part of normal system operation. These logs record system events, operator and user actions, and error conditions. They are maintained separately from the operational database, cannot be modified or deleted by the Client, and do not form part of the restorable dataset.
• Client Warranty on Restore Requests: By submitting a written restore request, the Client warrants that: (a) the request is made in good faith in their capacity as POPIA responsible party; (b) they have authority to authorise an overwrite of the live database; (c) they accept sole responsibility for all consequences of the resulting data state, including data overwritten or lost as a result; and (d) the request is not made to facilitate any misrepresentation, fraud, or alteration of records. All restore requests must be submitted in writing to support@quietrise.co.za and confirmed in writing before work commences.
• Indemnity for Restored State: Following completion of a restore, QuietRise accepts no liability for the accuracy, completeness, or integrity of the resulting data state. The Client indemnifies QuietRise against any claim, loss, damage, fine, or regulatory action arising from the restored data state, regardless of whether it proves to be inaccurate, incomplete, or fraudulent.
• Right to Decline: QuietRise reserves the right to refuse any restore request where QuietRise, in its reasonable judgement, has grounds to suspect tampering, bad faith, fraud, or misuse. QuietRise further reserves the right to require additional written verification from the Client before processing any restore request.
• Audit Log Independence: QuietRise’s internal platform audit logs and activity records are maintained separately from the operational database and are not part of the restorable dataset. A database restore will not affect, overwrite, or alter QuietRise’s audit logs under any circumstances.
• Operational Backup, Client Export & Compliance Archive: QuietRise maintains three distinct data retention mechanisms, each with a different purpose: (a) Infrastructure Backup (Operational): An automated, rolling server-side backup retained for 30 calendar days for disaster recovery purposes. This backup is not accessible to the Client and is the sole source from which QuietRise performs operator-initiated restores. It does not constitute a compliance archive. (b) Compliance Export (Client-side): A Client-initiated export delivered to the Client’s device as described in clause 11.3(a). QuietRise does not retain copies after the generation window unless the Client has subscribed to the Compliance Archive Service. The Client is solely responsible for storing these exports for the duration of their applicable statutory retention period. (c) Compliance Archive Service (Optional): Described in clause 11.13 below. The Client is solely responsible for meeting their statutory data retention obligations under the Tax Administration Act 28 of 2011, Companies Act 71 of 2008, Consumer Protection Act 68 of 2008, Financial Intelligence Centre Act, the Meat Safety Act 40 of 2000 and regulations made thereunder (which impose a minimum 2-year retention requirement for slaughter, inspection, and chain-of-custody records for operations subject to that Act), POPIA, and any other applicable legislation. Clients operating in the red meat industry are specifically reminded that Compliance Exports must be downloaded and retained by the Client in accordance with the applicable requirements of the Meat Safety Act and related regulations; QuietRise does not retain Compliance Exports on the Client’s behalf unless the Client has subscribed to the Compliance Archive Service (clause 11.13). QuietRise does not provide legal or tax advice on retention requirements.
• Compliance Archive Service: Where a Client requires QuietRise to retain Compliance Export archives on QuietRise’s infrastructure to satisfy a statutory retention obligation, QuietRise offers a Compliance Archive Service as a separately quoted, optional paid service. The following conditions apply: (a) The service must be requested in writing to accounts@quietrise.co.za, stating the applicable legal obligation and required retention period. QuietRise will provide a written quotation based on the measured archive size at the commencement date before the service commences. (b) The service is billed annually in advance at the rate quoted. At each annual renewal, QuietRise will re-measure the actual archive size and re-issue the quotation accordingly. The Client may decline any revised quotation, in which case QuietRise will retain the archive for a further 30-day wind-down period before deletion. (c) Retrieval of data from the Compliance Archive is a separate billable event, quoted at QuietRise’s prevailing technical service rate at the time of the request. Retrieval is performed exclusively by QuietRise operators following a written request and written quotation acceptance; there is no client-facing interface to retrieve Compliance Archive data. (d) All costs associated with the Compliance Archive arrangement are for the Client’s account. QuietRise will delete all archived data at the end of the agreed retention period unless the Client renews the service in writing before expiry.

In compliance with the Consumer Protection Act, 68 of 2008, the following provisions are specifically drawn to the attention of any Client who qualifies as a consumer under that Act. These clauses are material and potentially onerous:

By signing this Agreement the Client confirms that these provisions have been brought to their attention, are understood, and are accepted.

This section applies where the Software records GPS coordinates or other location data in connection with the Client’s operations, including delivery tracking, collection events, and driver management. It supplements the data processing and confidentiality provisions in Sections 8 and 9 and the POPIA compliance provisions in Section 5.10.

• Classification as Personal Information: The platform records GPS coordinates and location data in connection with delivery and logistics operations, including vehicle location at key operational events (collection, delivery, transit) and, where applicable, device identifiers linked to named drivers or platform users. To the extent that this location data is linked or linkable to an identified or identifiable natural person, it constitutes personal information as defined in the Protection of Personal Information Act, 4 of 2013 (POPIA). The parties acknowledge this classification and agree that their respective POPIA obligations apply to the processing of this data through the platform.
• Responsible Party / Operator Allocation: In respect of GPS and location data processed through the platform:
  
  (a) The Client is the POPIA responsible party. The Client determines the purposes and means of collecting GPS location data, including which users, drivers, or vehicles are tracked, at which operational events location is captured, and how that data is used within the Client’s business.
  
  (b) QuietRise is the POPIA operator. QuietRise processes GPS location data solely as directed by the Client’s use of the platform, for the purposes required to store, display, and export that data under this Agreement. QuietRise does not independently process GPS data for any purpose beyond delivering the contracted services.
• Client Obligations as Responsible Party: The Client is solely responsible for:
  
  (a) ensuring that all persons whose GPS location is recorded through the platform, including drivers, contractors, and employees, have been informed of the collection and its purposes in accordance with POPIA section 18, and that a lawful basis for processing under POPIA section 11 exists;
  
  (b) ensuring that the conditions for lawful processing are met, including purpose limitation, data minimisation, and information quality;
  
  (c) maintaining records of consent or other lawful bases and making them available on reasonable request;
  
  (d) honouring access and deletion requests from data subjects in accordance with POPIA sections 23 to 25, and coordinating with QuietRise where platform-level data deletion is required; and
  
  (e) ensuring that any employment or driver arrangements that involve GPS monitoring are appropriately disclosed and compliant with applicable labour law and POPIA.
• QuietRise’s Operator Obligations: As POPIA operator, QuietRise undertakes to:
  
  (a) process GPS location data only for the purposes required to deliver the services under this Agreement;
  
  (b) implement and maintain reasonable technical and organisational security measures to protect GPS location data against unauthorised access, loss, or destruction, consistent with POPIA section 19;
  
  (c) not disclose GPS location data to any third party other than as strictly necessary for service delivery (such as to hosting infrastructure providers) or as required by applicable law; and
  
  (d) notify the Client promptly in the event of a security incident affecting GPS location data, in accordance with the incident response provisions of this Agreement and the Terms of Service.
• Retention and Deletion: GPS coordinate records are back-end operational metadata stored within QuietRise’s platform database. They are not included in the standard client-facing data export available under Section 9.4 of this Agreement, and QuietRise does not currently provide a dedicated GPS data export facility. Upon termination of this Agreement, GPS location data will be deleted in accordance with QuietRise’s standard data deletion procedures alongside all other back-end operational records; the 30-day export window described in Section 9.4 does not extend to GPS location data.
  
  The Client is solely responsible for maintaining its own contemporaneous records of any GPS or location events required for regulatory compliance purposes, including under the Meat Safety Act 40 of 2000, applicable Red Meat Regulations, or any other applicable legislation, during the active subscription period and prior to termination. QuietRise accepts no liability for the Client’s inability to satisfy a statutory retention obligation arising from the absence of a GPS data export facility.
• Third-Party GPS Hardware and Software: Where the Client integrates third-party GPS tracking hardware or fleet management software (including connected tracking devices or platforms such as Traccar) with the QuietChain platform, the Client acknowledges that such third-party systems operate under their own terms of service and POPIA processing frameworks. QuietRise is not the operator or responsible party for personal information processed by third-party GPS systems outside the QuietChain platform. The Client is solely responsible for ensuring that any third-party GPS integration complies with POPIA and all applicable law.
• Device Limitations, Location Accuracy & Client Configuration Responsibility: The QuietChain platform is a web-based service accessed through a mobile or desktop browser. GPS and location data is captured through the browser’s geolocation API, which is dependent on the hardware capabilities, operating system, browser software, and device settings of the device used to access the platform. QuietRise provides no warranty regarding the precision, completeness, or real-time accuracy of any GPS coordinate data recorded through the platform, and accepts no liability for any loss, regulatory non-compliance, or operational consequence arising from inaccurate, delayed, or absent location data.
  
  (a) Aggressive battery and background process management: Certain device manufacturers implement aggressive battery optimisation and background process termination by default, which may suspend or throttle the browser process or geolocation API access even while the browser tab remains open. This behaviour is a manufacturer-level operating system characteristic that is entirely outside QuietRise’s control. Where a device employs such restrictions, GPS location events may be missed, delayed, or recorded inaccurately. The Client is solely responsible for ensuring that each device used to access the platform is configured to permit the browser to operate without battery optimisation restrictions or background process limitations.
  
  (b) Required device settings: To minimise the risk of missing or inaccurate GPS records, the following device-level settings must be correctly configured on each device used to access the QuietChain platform: (i) location services must be permanently enabled at the device level; (ii) the browser used to access the platform must be granted “Always allow” location permission (or the platform equivalent) and must not be restricted from accessing the device’s location in the background; (iii) the browser must be excluded from any battery saver, adaptive battery, deep sleep, or background app restriction feature available on the device; (iv) the device’s system clock and timezone must be accurately set; and (v) where the device manufacturer provides a specific “auto-launch”, “keep alive”, or unrestricted background access setting for applications, that setting must be enabled for the browser being used. The Client is responsible for communicating these requirements to all users and drivers who operate devices in connection with the platform.
  
  (c) No guarantee of continuous tracking: Even where all recommended device and browser settings are correctly configured, GPS accuracy may be adversely affected by environmental factors including physical obstructions, atmospheric conditions, satellite signal degradation, and network connectivity. QuietRise records GPS coordinates on a best-effort basis and does not guarantee continuous, uninterrupted, or legally conclusive location tracking.
  
  (d) Evidentiary reliance: The Client must not rely solely on GPS coordinate data recorded through the platform as conclusive evidence of a driver’s location, vehicle position, or delivery event in any regulatory proceeding, dispute, or insurance claim without independently corroborating that data against other available records. QuietRise accepts no liability for any adverse outcome arising from an uncorroborated reliance on platform GPS data.