EFFECTIVE DATE: 8 September 2025

NOTICE

YOU NEED TO READ THESE TERMS CAREFULLY BEFORE MAKING USE OF THE JEM SERVICES. YOUR CONTINUED USE OF THE JEM SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS AND CONDITIONS. YOU CANNOT USE THE JEM SERVICES IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS. ALL SECTIONS OF THESE TERMS AND CONDITIONS ARE APPLICABLE TO YOU.

1. BACKGROUND INFORMATION

• The entity entering into these Terms and Conditions is JEM RSA OPCO (PTY) LTD, a private company duly registered and incorporated in accordance with the company laws of the Republic of South Africa, with registration number 2022/880649/07 (“JEM”, “we”, “us”, and “our”).
• JEM and its Affiliates offer the JEM Services through the JEM Platform, where applicable. By accepting these Terms and Conditions, you will be granted access to the JEM Platform, which is provided by us.
• These Terms and Conditions are entered into between you, as the Employee, and us.
• You will only become eligible to access and use the JEM Services once you have accepted these Terms and Conditions, and a valid Agreement between the Company and us is in force.

2. ACCEPTANCE OF THESE TERMS AND CONDITIONS

You will be deemed to have accepted and agreed to be bound by these Terms and Conditions by completing the JEM online onboarding process, which requires you to actively review and acknowledge these Terms and Conditions, including by ticking or selecting the designated comment box indicating “I agree” or “I accept,” and thereafter clicking “Submit” or taking such other required action. You acknowledge and agree that you will not be granted access to, or permitted to use, the JEM Platform or any of the JEM Services unless and until you have completed this acceptance step in full.

3. CROSS-BORDER DATA TRANSFERS

• You acknowledge and agree that, in order for us to perform the JEM Services, it may be necessary for us to transfer your personal information to jurisdictions outside of South Africa, including (without limitation) the United States of America and countries within the European Union.
• Such transfers shall take place strictly in accordance with the Data Protection Laws, and on the basis that the transfer is necessary for the conclusion or performance of a contract concluded in the interest of you as the data subject, as contemplated in Section 71(1)(d) of the Protection of Personal Information Act, 4 of 2013.
• You acknowledge and agree that your personal information may be transferred to, stored in, or otherwise processed in jurisdictions that do not provide the same level of data protection as South Africa. While we will take appropriate steps to ensure that your personal information remains safeguarded, you understand that such jurisdictions may not have equivalent laws regulating the collection, use, and disclosure of personal information, and that this may result in reduced legal protections and/or limitations on your ability to enforce your rights.
• We shall provide your personal information to JEM Service Partners solely to the extent necessary for them to provide the Partner Services to you, subject always to their compliance with the Data Protection Laws and any additional safeguards required under these Terms and Conditions.

4. INTERPRETATION

• Reference to “you” or “your”, means you, as the Employee.
• Unless expressly stated otherwise, references to “business day” or “business days” means any day (other than a Saturday, Sunday, or public holiday) when banks are generally open for business in South Africa. For these Terms and Conditions, the determination of a “business day” is based on official business days in South Africa.
• Reference to a person means any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, authority, agency or other entity.
• Reference to a statute or statutory provision includes any subordinate legislation made under it and any modifications, amendments, extensions, consolidations, re-enactments or replacements from time to time.
• References to the singular include the plural, and vice versa.
• References to a gender include every gender.
• Reference to writing includes e-mail and similar means of communication.
• References to “clauses” and “paragraphs” are to clauses and paragraphs of these Terms and Conditions, as the context requires.
• A reference to a “party” or the “parties” means you and/or us as the context requires.
• The words “include”, “includes”, “including”, “in particular” or any similar words are for illustration or emphasis only and are not intended to limit the meaning or generality of the related words.

5. DEFINITIONS

• Affiliate: In relation to a company, any holding company of it and any subsidiary or subsidiary undertaking of any such holding company.
• Agreement: The Service Level Agreement, including all annexures, appendices, and/or schedules, entered into between JEM and the Company, which governs the provision of services by JEM to the Company and enables the Employee’s access to and use of the JEM Services in accordance with these Terms and Conditions.
• API Documentation: Any information, documentation, rules, guidance, approach documents, processes and procedures which we make available to you from time to time in respect of the JEM API.
• Applicable Law/s: Any laws, regulations, regulatory constraints, obligations or rules applicable to these Terms and Conditions and/or the performance of a party’s obligations (including binding codes of conduct and statements of principle), interpreted where relevant in accordance with guidance or similar documents published by any Regulatory Authority.
• Company: The entity that has entered into the Agreement with JEM, being the Employee’s employer, to which JEM provides services in accordance with the Agreement.
• Confidential Information: The terms of these Terms and Conditions and any information, excluding personal information, that is confidential and/or competitively sensitive, obtained by one party in relation to the other party, the other party’s business, service providers, clients, End-Users, Sub-Clients, JEM Service Partners, or customers, whether disclosed before or after the date of these Terms and Conditions, in any form or medium, in connection with these Terms and Conditions.
• Data Protection Laws: All applicable data protection and privacy laws in force from time to time in South Africa, including the Protection of Personal Information Act, 4 of 2013, and any other laws or regulations relating to the protection of personal information applicable to the processing activities contemplated under these Terms and Conditions.
• Employee: You, being an individual employed by the Company and granted access to and use of the JEM Services in accordance with these Terms and Conditions.
• Force Majeure Event: Circumstances beyond the reasonable control of the affected party, including riot, civil unrest, war, act or threat of terrorism, disaster, earthquake, extraordinary storm, lock-out or other industrial dispute, public internet failure, or changes in Applicable Law, to the extent such circumstances materially affect performance.
• Good Industry Practice: The degree of skill, diligence, prudence and foresight reasonably expected of a skilled and experienced operator engaged in a similar undertaking under similar circumstances.
• Intellectual Property Rights: Trademarks, service marks, trade names, logos, patents, design rights, copyrights, database rights, know-how and other proprietary rights worldwide, including registrations, applications and extensions.
• JEM / We / Us / Our: JEM RSA OPCO (PTY) LTD, registration number 2022/880649/07.
• JEM API: The application programming interface described in the API Documentation that allows you to connect to the JEM Platform.
• JEM Platform: The online platform, systems, and related technology provided or made available by JEM (including interfaces, portals, or applications) through which the JEM Services are accessed, used, or provided to you.
• JEM Services: All services that JEM may provide to you from time to time under these Terms and Conditions, including any Partner Services provided through the JEM Service Partners, as set out in Annexure “A”.
• JEM Service Partners: Third-party service providers engaged by JEM to provide the Partner Services.
• JEM Service Partner Agreement: Any separate agreement entered into between you and one or more JEM Service Partners, as applicable.
• Loss / Losses: Loss, liability, damage, cost, claim or expense of any kind.
• Partner Services: Services provided to you by the JEM Service Partners, facilitated through the JEM Services.
• Personnel: In respect of either party or that party’s Affiliates, their directors, officers, employees, consultants, agents, servants, contractors and such persons of their sub-contractors.
• Policies: Policies, procedures, standards, guidelines, codes of conduct, or similar documents issued, adopted, or implemented by JEM from time to time, notified or made available to you, and applicable to your access to and use of the JEM Services.
• Privacy Policy: JEM’s privacy policy available on our Website.
• Regulatory Authority: A regulatory authority with jurisdiction over one or both of the parties, the JEM Service Partners and the JEM Liquidity/Banking Partners regarding the JEM Services and Partner Services or performance under these Terms and Conditions.
• South Africa: The Republic of South Africa.
• Terms and Conditions: These terms and conditions, including all clauses, schedules, annexures, appendices, and any documents expressly incorporated by reference.
• Website: https://www.jemhr.com/

6. YOUR OBLIGATIONS

• Fulfil all obligations and responsibilities set out herein in order to receive the JEM Services and for us to perform our obligations.
• Use the JEM Services solely for the purposes contemplated in these Terms and Conditions.
• Comply at all times with Applicable Laws and obtain/maintain all necessary authorisations and consents required to perform your obligations.

7. JEM OBLIGATIONS

• Use reasonable endeavours to cooperate with you as reasonably requested, including providing timely support and necessary information and/or documentation.
• Perform the JEM Services in accordance with these Terms and Conditions.
• Use suitably skilled and experienced Personnel in sufficient numbers to fulfil our obligations.

We will strive to ensure that we:

• Have all necessary permits, licences, authorisations and consents to perform the JEM Services.
• Perform the JEM Services with the level of care, skill and diligence in accordance with Good Industry Practice.
• Comply with Applicable Law.

8. FEES

• You are responsible for paying the Fees for the JEM Services in accordance with these Terms and Conditions.
• Applicable Fees will be communicated to you for the specific JEM Service and may be updated from time to time in accordance with these Terms and Conditions.
• We will process and deduct the applicable Fees at the same time we execute the relevant transaction for you.

9. AMENDMENTS

• We may update the JEM Services and these Terms and Conditions at any time in our sole discretion by providing you with 30 (thirty) days’ notice, except for:
  • Updates that do not have a material adverse impact to the JEM Services/JEM Platform and/or are operationally or technically critical (including emergency maintenance);
  • Changes to the API Documentation; and/or
  • Changes required for us to comply with Applicable Laws or a mandatory direction of a Regulatory Authority.
• In such exceptions, we shall take steps to provide you with as much prior notice as reasonably practicable.

10. SUSPENSION OF JEM SERVICES

We may immediately suspend some or all of the JEM Services, including access to the JEM Platform, where we consider it necessary or appropriate, including where:

• Continuing to provide the JEM Services would pose a security, financial crime or legal risk to us or a JEM Service Partner.
• We reasonably suspect unlawful or improper use of the JEM Services.
• You have provided materially incorrect or inaccurate information and/or documentation that would reasonably justify suspension.
• You fail to adhere to any Applicable Law, the Policies, and/or any requirement imposed by a Regulatory Authority or law enforcement authority.
• We are directed to do so by a Regulatory Authority or law enforcement authority.
• We are required to do so by a JEM Service Partner.
• We reasonably suspect that you have failed to comply with these Terms and Conditions and such failure has a materially adverse impact on us or any of the JEM Services.
• You may cause us to breach any of our agreements with a JEM Service Partner.
• You have failed to make payment of any outstanding amounts due to us under these Terms and Conditions.

11. CONFIDENTIAL INFORMATION

• Each party shall keep confidential and prevent unauthorised access to, use or disclosure of Confidential Information, and will not copy, disclose, reproduce or use the other party’s Confidential Information, except to the extent:
  • Disclosure is to a party’s Personnel, professional advisors, potential financiers, or JEM Service Partners, to the extent necessary to perform or receive the JEM Services, provided such recipients are subject to equivalent confidentiality obligations and the disclosing party remains liable for their acts/omissions;
  • Disclosure is required by law, regulation, court order or other civil proceedings (with prompt notice to the other party where permitted by law); or
  • After the Confidential Information becomes publicly available other than due to a breach of this clause.
• Confidential Information will be used solely to exercise rights or perform obligations under these Terms and Conditions.

12. INTELLECTUAL PROPERTY

• Each party retains ownership over its respective pre-existing Intellectual Property Rights (for JEM this includes IPRs in the JEM Services).
• We grant you a non-exclusive, non-transferable, non-sub-licensable worldwide licence to use our IPRs in the JEM Services solely to the extent necessary for you to receive and use the JEM Services, in accordance with these Terms and Conditions.
• You grant us a non-exclusive, royalty-free, worldwide, sub-licensable licence to use your IPR in data and materials you provide to us to the extent necessary for us to perform our obligations.
• You grant us a perpetual, non-exclusive, worldwide, royalty-free, irrevocable, transferable and sublicensable right to use, modify and reproduce ideas, suggestions, comments, input, recommendations or enhancement requests you provide regarding the JEM Services.
• Unless otherwise permitted, you will not:
  • Use our IPRs for any purposes other than those licensed hereunder;
  • Modify, copy, create derivative works from, disclose, distribute, reverse engineer, reverse compile, disassemble or otherwise use our IPRs (or assist others to do so);
  • Remove or alter copyright, trademark, or other IPR notices on or relating to our or third parties’ IPRs appearing in any JEM Services;
  • Circumvent, disable or interfere with security features or features that enforce limitations on use of our IPRs;
  • Distribute, copy, rent, lease, sublicence, assign, transmit, sell or transfer our IPRs or your rights therein;
  • Violate or abuse password protections governing access to our IPRs;
  • Interfere or attempt to interfere with the integrity or proper working of our IPRs;
  • Use our IPRs in any unlawful manner or in breach of these Terms and Conditions; or
  • Use our IPRs to conduct comparisons, competitive analysis, penetration testing, vulnerability assessment or other benchmarking without our prior written consent.
• Each party agrees to notify the other in writing as soon as reasonably possible of any breach or suspected breach of this clause.

13. DATA PROTECTION

• For this clause, the lowercase terms “personal information” and “process” have the meanings set out in the Data Protection Laws.
• Please refer to our Privacy Policy for information on how we process personal information in connection with these Terms and Conditions. The Privacy Policy is deemed incorporated into and forms part of these Terms and Conditions.

14. LIABILITY AND DISCLAIMERS

• Nothing in these Terms and Conditions limits your obligations to fulfil your payment obligations in relation to transactions performed using the JEM Services; you remain liable to us where we fulfil them on your behalf.
• We are responsible and liable to you for Losses arising from our fraud, wilful default or gross negligence; otherwise, we are not liable to you in connection with actions or omissions relating to the performance or contemplated performance of these Terms and Conditions.
• While we make reasonable efforts to ensure that information provided through the JEM Services is accurate, reliable and up to date, all information is provided “as is”.
• JEM makes no warranties, representations, guarantees or conditions of any kind, express or implied, regarding the JEM Services and specifically disclaims, to the maximum extent permitted by law, all implied warranties including merchantability, fitness for a particular purpose and non-infringement.
• No technology platform or internet transmission can be guaranteed entirely secure or free from error, vulnerabilities, malware or hacking attempts.
• JEM does not warrant that the JEM Services will be completely secure, uninterrupted, error-free or free of viruses or other harmful components.
• JEM is not liable for Losses arising out of or in connection with any cyber incident (including unauthorised access, denial of service, malware, phishing, or data breaches), unless directly caused by JEM’s gross negligence, fraud or wilful misconduct.

15. FORCE MAJEURE AND INTERRUPTION EVENTS

• Neither party shall be liable for failure or delay in performing obligations (except payment of Fees) for so long as, and to the extent that, performance is prevented, hindered or delayed by a Force Majeure Event.
• The affected party shall promptly notify the other in writing of the start of the Force Majeure Event (no later than 10 days after becoming aware) and use reasonable endeavours to limit its effect on performance.

16. DOMICILIUM AND NOTICES

• Notices for the attention of JEM shall be sent to 4 Spencer Road Claremont, Cape Town, Western Cape, 7708.
• Notices for your attention shall be sent to the email address you provided at onboarding.
• Any notices relating to the service of proceedings or other documents by you to us in any legal action shall be sent by registered post or courier to: 4 Spencer Road Claremont, Cape Town, Western Cape, 7708 , with a copy emailed to ‘JEM Legal Team’ at info@jemhr.com.
• When we provide updates, servicing messages or other notifications regarding these Terms and Conditions, the JEM Platform, the JEM Services or a JEM Service Partner’s services, you must comply and respond and/or act as necessary.

17. PARTNER SERVICES

• The Partner Services are provided to you by the JEM Service Partners and are facilitated through the JEM Services.
• Your access to and use of the Partner Services may be subject to a JEM Service Partner Agreement between you and the relevant JEM Service Partner. You are responsible for reviewing, accepting, and complying with those terms.
• We do not control, endorse, or assume responsibility for the Partner Services. JEM Service Partners are solely responsible for the provision, quality, and performance of the Partner Services.
• We may share your personal information with JEM Service Partners to the extent necessary for them to provide the Partner Services to you, in accordance with clause 3.4.
• We provide no warranties or guarantees in respect of the Partner Services, and our liability in connection with the Partner Services is limited to the maximum extent permitted by law and these Terms and Conditions.

18. GENERAL

• These Terms and Conditions are governed by the laws of South Africa. Any dispute shall be referred to and finally resolved by Arbitration under the AFSA Rules. The seat of arbitration is Johannesburg, South Africa. The language is English. The tribunal shall consist of a sole arbitrator.
• We may assign, transfer or novate our rights and obligations under these Terms and Conditions to any third party. You may not do so without our prior written consent.
• These Terms and Conditions (including schedules/annexes and documents expressly incorporated by reference) constitute the entire agreement and supersede all previous drafts, agreements, arrangements, understandings, or representations relating to the subject matter. Each party acknowledges it does not rely on statements not set out herein.
• Failure to insist upon strict performance or to exercise any right or remedy shall not constitute a waiver. No waiver is effective unless expressly stated in writing.
• No partnership, joint venture, employment or agency relationship is created. JEM shall at all times be your service provider and neither party may bind the other without express prior written consent.
• Neither party shall hold itself out to be an employee, agent or representative of the other.
• If any provision is held invalid or unenforceable in whole or part, it shall be severable to that extent and the validity of the remainder shall not be affected. If the severed provision is fundamental, the parties will negotiate in good faith to remedy or amend to give effect to its purpose.

ANNEXURE A – JEM SERVICES

19. OVERVIEW

• This Annexure sets out the JEM Services that we may provide to you, as the Employee.
• Where you elect to opt-in for a JEM Service, these Terms and Conditions accepted by you will govern the provision of that Service.

20. JEM SERVICES TO EMPLOYEES

The following is a list of JEM Services that we may provide to you, as the Employee. The provisioning of such Services shall be governed by the Terms and Conditions accepted by you as the Employee:

• Employee Savings Account: Access to an Allan Gray MoneyMarket account earning 7% interest.
• Credit Score Assistance: Monthly updates on your individual credit score.
• Earned Wage Access: Controlled access to earned wages before payday.
• Financial Education: Free WhatsApp-based courses available in four South African languages.
• Mobile Phones: Affordable smart devices and data plans.
• Insurance Optimisation: Assistance in reducing payments on existing insurance cover.
• Employee Assistance Programme: Access to confidential support services for personal and work-related challenges.

21. NEW JEM SERVICES

• From time to time, we may develop or make available additional products, features, or services not listed in this Annexure (“New Services”).
• We shall notify you in writing of any New Services, including a description, applicable Fees, and any specific terms governing its provision.
• You may opt-in for any New Service by providing written confirmation to us. Upon such election, the New Service will be deemed incorporated into these Terms and Conditions, together with any additional terms agreed in writing between the parties.