1              INTRODUCTION

1.1          From time to time, the Supplier in its discretion makes equipment available to Customers on a demonstration basis forproof of concept (“POC”) purposes.

1.2          This document contains the terms and conditions that will apply to equipment made available on a POC basis.

2              HOW TO INTERPRET THESE TERMS

2.1          In these Terms, certain words and expressions will have specific meanings, unless it is clear that something else was meant.Words and expressions with specific meanings start with capital letters if they are used in these Terms. Those words andexpressions and their meanings are as follows:

2.1.1      Business Day means any day other than a Saturday, Sunday or official public holiday in South Africa;

2.1.2      Customer means any customer receiving Products on a POC basis in accordance with these Terms;

2.1.3      CPA means the Consumer Protection Act, 2008;

2.1.4      Parties means the Customer and the Supplier, and Party means any one of them;

2.1.5      Products means Equipment and equipment made available to a Customer on a POC basis;

2.1.6      Supplier means ZK Intelligent Solutions Proprietary Limited (Registration No. 2018/267238/07), a private companyincorporated in accordance with the laws of South Africa;

2.1.7      Terms means these terms and conditions relating to POC equipment;

2.1.8      Trial Period means a period of 3 (three) weeks from delivery of the Equipment to the Customer.

2.2          The headings that are used in these Terms are for convenience only and will not affect the interpretation of these Terms.

2.3          Unless it is clear that something else was meant, in these Terms: a reference to one gender includes a reference to theother gender; a reference to a natural person includes a reference to a juristic person and the other way around; and if aword is used in the singular form it also includes the word in the plural form, and the other way around.

2.4          If these Terms require payment to be made within a number of days, and the last day of that period falls on a day that isnot a Business Day, the payment must be made on the previous Business Day.

2.5          When a period of days needs to be calculated under these Terms, the first day must be excluded and the last day will beincluded. If the last day is not a Business Day, the last day will be the next Business Day.

2.6          In these Terms, the words “include(s)” and “including” shall not be deemed to be terms of limitation but rather be deemedto be followed by the words “but not limited to.”

2.7          The rule of interpreting contracts that provides that a contract must be interpreted against the party who draft it will notapply.

3              WHEN THESE TERMS AND CONDITIONS WILL APPLY

These Terms will apply in all situations where Products are made available to the Customer on a POC basis. If the Customerhas any standard terms and conditions, those terms and conditions will not apply, and these Terms will be followed.

4              ORDERS AND DELIVERY

4.1          Written orders must be submitted for Equipment. Orders will only be accepted if confirmed by the Supplier in writing. TheSupplier will not be obliged to accept orders from the Customer and may reject orders, including if stock is not available.

4.2          The Supplier needs at least 24 hours to process an order. Orders received after 12:00 will only be processed on the nextday.

4.3          Once the Supplier has accepted an order for Equipment, the Customer will be bound to the order and the Supplier willissue an invoice. Orders can only be varied if both the Customer and the Supplier agree to vary the order and both sign adocument that records the variation.

4.4          Unless the Customer collects Equipment from the Supplier, the Equipment will be shipped at to the Customer and returnedto the Supplier at the Customer’s cost. The Customer will bear and pay such cost.

4.5          The Customer must inspect Equipment when it is delivered. If delivered Equipment is defective, incorrect or in the wrongquantity, the Customer must inform the Supplier in writing within 48 hours after the delivery of the Equipment. If theCustomer does not do that, it will be accepted (to the extent permitted by law) that the Equipment was delivered free ofdefects and in the correct quantity, and that the correct Equipment was delivered.

5              TRIAL PERIOD

5.1          After delivery of the Equipment to the Customer, the Supplier will contact the Customer once per week during the TrialPeriod in order to obtain the Customer’s feedback about the Equipment. Upon expiry of the Trial Period, the Equipmentmust be returned to the Supplier unless the Supplier agrees to an extended Trial Period in writing.

5.2          If the Customer wishes to purchase the Equipment during or upon expiry of the Trial Period, it shall notify the Supplier inwriting and make payment to the Supplier in accordance with the Supplier’s standard terms and conditions of sale, in whichevent such terms and conditions shall apply in addition to these Terms.

6              USE OF EQUIPMENT

6.1          The Customer shall use the Equipment only: (i) at the premises agreed upon between the Supplier and Customer in writing;(ii) for the Customer’s internal activities related to the demonstration and evaluation the Equipment; (iii) in accordancewith the applicable documentation relating to the Equipment; (iv) during the Trial Period; and (v) subject to any otherinstructions, terms and conditions otherwise communicated by the Supplier.

6.2          The Customer shall be entitled to use all materials accompanying the Equipment, for example back plates, cables andscrews. The Customer may stress test the Equipment, but only within the limits of the Equipment’s specifications.

6.3          The Customer’s rights to use the Equipment are subject to the Customer’s continuous compliance with all limitations andrestrictions described in these Terms. If the Customer breaches any of the limitations in or provisions of these Terms, theCustomer’s rights to use the Equipment will automatically and immediately terminate and the Customer shall immediatelyreturn the Equipment to the Supplier at the Customer’s cost in such an event.

6.4          The Customer shall use the Equipment only for the permitted use as described in these Terms. The Customer shall not usethe Equipment for any use or activity not expressly permitted by these Terms is prohibited. Without limiting the generalityof the aforesaid, the Customer agrees not, and not to allow others, to: (i) modify, alter, disassemble, cut, destroy orreverse-engineer Equipment; (ii) sell, rent, loan, donate, pledge, hypothecate or give security interest in, transferpossession or purport to transfer ownership in any way of, Equipment to any third party; (iii) allow any employee, agent orcontractor not adequately trained to work with Equipment or not involved in the testing or demonstration of theEquipment to have access to the Equipment; or (iv) use or transport the Equipment outside of the Customer’s own facilitieswithout prior written permission from the Supplier.

6.5          The Customer will bear all costs and expenses relating to demonstration, evaluation and use of the Equipment.

7              OWNERSHIP AND RISK

7.1          Equipment remains the property of the Supplier until the Customer has made full payment in respect thereof.

7.2          The Customer shall exercise all due care over the Equipment and shall keep the Equipment safe and secure from theft ordamage. The Customer shall not authorise any third party to repair or service the Equipment and shall not lend, assign ortransfer the Equipment to any third party.

7.3          Any faults in or malfunctions, damage, loss or theft of Equipment must immediately be reported to the Supplier.

8              RETURN OF EQUIPMENT

8.1          Equipment must be returned to the Supplier at the Customer’s cost and in the condition it as supplied (clean and free ofdefects and damage), with all components intact.

8.2          Return of Equipment to the Supplier is subject to an inspection by the Supplier. If the Supplier identifies any damage to theEquipment or if any Equipment is lost or stolen, the Supplier shall invoice the Customer for the full price of the Equipmentin accordance with its standard price list and the Customer shall pay the invoice immediately.

8.3          If Supplier is satisfied that Equipment has been returned in good order and condition, it will issue a credit note in respect ofany invoice that has been issued for such Equipment.

9              OWNERSHIP AND RISK

9.1          The risk of damage to or loss of Equipment will transfer from the Supplier to the Customer when the Equipment is handedover to the Customer, its representative or transporter.

9.2          Despite clause 9.1 above, if the Customer refuses to accept delivery of the Equipment or delays delivery or collection, thenthe risk of loss of or damage to the Equipment will pass to the Customer on the day that delivery or collection should havetaken place.

9.3          The Supplier will retain ownership of Equipment until the Customer has paid for those Equipment. This will apply even ifthe Equipment have been delivered and installed or affixed to premises by the Customer. For as long as the Supplier is theowner, the Customer will make sure that all other parties know that the Supplier owns the Equipment.

9.4          The Customer accepts full responsibility for the Equipment, including its use in accordance with any operation instructionsprovided or government regulations. The Customer will not pledge or otherwise encumber the Equipment or part withpossession thereof. The Customer shall keep the Equipment free from any attachment. The Customer shall provide noticeto any party wishing to attach the Equipment or the premises at which it is located that: (i) the Equipment is the propertyof the Supplier, (ii) any encumbrance over the premises itself will not extend to the Equipment; and (iii) the Supplier retainsits rights of recovery and repossession of the Equipment. The Customer shall immediately report to the Supplier: (i) anyseizure or attachment of the Equipment by any creditor; (ii) any insolvency, business rescue or similar proceedings filed by,or against, the Customer; and (iii) any arrangement, composition or similar agreement for the benefit of the Customer’screditors. The Customer appoints the Supplier as its attorney to do all things, execute all documents, and otherwise act inthe Customer’s stead for the purposes of giving effect to these Terms, including to recover possession of the Equipment,recover amounts due under the Terms, or for other purposes incidental to these Terms.

10           COMPLIANCE WITH LAWS AND INSTRUCTIONS

10.1        The Customer will have sole responsibility for storage, handling and use of the Equipment. The Customer is solelyresponsible for ensuring that the Equipment are used correctly and appropriately, and the Supplier will have no liability inthis regard.

10.2        The Customer agrees to take full responsibility for storing and use of the Equipment and agrees to safeguard (indemnify)the Supplier from and against all claims brought against the Supplier as a result of the Customer failing to obey or complywith the Customer’s obligations under this clause 10.

11           LIABILITY

11.1        To the fullest extent permitted by law, the Supplier shall not be liable for any losses, liabilities, damages (direct, indirect orconsequential), costs and expenses (including legal fees, disbursements and costs of investigation, litigation, settlement,judgement), fines, interest and penalties in respect of any claims arising out of the use of the Equipment by the Customeror any third party (“Losses”). The Customer indemnifies and holds the Supplier harmless from any and all such Losses.

11.2        If the Supplier is found to be liable to the Customer for any reason or cause despite the other provisions stated in thisclause 11, the Supplier’s total liability to the Customer will not exceed R50 000 or the actual damages suffered, whichever isthe lesser amount. In calculating the amount of R50 000, the Customer must add together all the amounts under all theclaims for which the Supplier is liable.

11.3        To the fullest extent permitted by law, any claim that the Customer might have against the Supplier will lapse unless it isinstituted in writing within 30 (thirty) days from date of delivery.

12           BREACH

12.1        If the Customer breaches any provision of these Terms, the Supplier may send a written notice to the Customer asking theCustomer to rectify the breach. The Customer will have 5 (five) days to rectify the breach. If the Customer does not rectifythe breach, the Supplier can terminate any agreement arising from these Terms by giving a written notice to the Customeror claim payment from the Supplier of all amounts outstanding, whether or not they have become payable yet.

12.2        The Supplier may terminate any order or agreement arising from these Terms by giving written notice to the Customerand/or claim payment of all outstanding amounts from the Customer, whether or not they have become payable yet, if: (i)the Customer commits a breach of these Terms which cannot be fixed, (ii) the Customer is placed under provisional or finalliquidation or enters business rescue, (iii) the Customer makes an arrangement with its creditors or (iv) the Customer doesnot make payment to the Supplier on time. The Customer will have no claim based on any such termination by theSupplier.

12.3        For as long as the Customer is in breach of these Terms, the Supplier does not have to perform its obligations towards theCustomer.

12.4        The Customer will not have any claims against the Supplier if any agreement arising from these Terms comes to an end.

13           ADDRESSES

The Customer chooses its address in the order form for the Equipment as the address where all notices relating to theseTerms or court proceedings must be delivered.

14           LAWS AND COURTS

14.1        The laws of South Africa will apply to these Terms.

14.2        The Customer hereby consents to the jurisdiction of the Magistrates Court for purposes of any action arising from theseTerms or any transaction with the Supplier, but the Supplier reserves the right to, within its sole discretion, to instituteaction in any other Court or forum that may have jurisdiction.

15           CONSUMER PROTECTION ACT

15.1        Where the CPA applies to these Terms or to any Equipment supplied, it is not intended that any provision of these Termswill go against or ignore any provision of the CPA. Thus, all provisions of these Terms must be treated to ensure that all theprovisions of the CPA are always properly observed and obeyed.

15.2        Nothing in these Terms limits or frees the Supplier from being liable in any way if the law does not allow such a limitationor exemption. This includes, without any restriction or limitation, liability for any loss that may be directly or indirectlycaused by the Supplier as a result of its gross negligence or deliberate default, or by any person representing the Supplieror acting under its control.

16           SUPPLIER’S STANDARD TERMS AND CONDITIONS

In addition to these Terms, the Supplier’s standard sales terms and conditions shall apply to and be binding upon theCustomer, to the extent applicable in a POC context. These Terms shall take precedence in the event of a conflict betweenthese Terms and the Supplier’s standard sales terms and conditions.

17           GENERAL

17.1        Changes to these Terms will only be binding if they are in writing and signed by both Parties.

17.2        If the Supplier does not in any way enforce its rights, or does not enforce them on time, it still has those rights and can takelegal steps if it wants to. If the Supplier extends any time or relaxes any provision, the Supplier will not lose its rights toenforce the provision. If the Supplier chooses not to enforce its rights in respect of a particular situation, this will not bedeemed a binding precedent in respect of similar situations in future.

17.3        The provisions in these Terms can be separated from each other. If any provision in these Terms is not enforceable, theremaining provisions will remain in force.

17.4        The Customer may not transfer its rights or obligations under these Terms to a third party unless the Supplier gives writtenconsent before the time. The Supplier may transfer its rights and obligations under these Terms to a third party without theneed to obtain permission from the Customer.