Terms of Service & Master Commercial Agreement

1. Parties & Acceptance

This Master Commercial Agreement ("Agreement") constitutes a legally binding contract between:

• TVB Network (Pty) Ltd, a private company incorporated under the laws of the Republic of South Africa with Registration Number 2022/697770/07, having its principal business address in Johannesburg, Gauteng ("TVB Network", "Licensor", "we", "us", or "our"); and
• The enterprise, buying organization, commercial wholesaler, state-owned entity contractor, or vendor registering for or accessing the platform ("Customer", "Buyer", or "Supplier").

By establishing a procurement workspace or uploading vendor catalogs, Customer confirms that it has full corporate authority to enter into this Agreement under the South African Companies Act 71 of 2008.

2. B-BBEE Verification, CSD & SARS Tax Compliance

2.1. B-BBEE Scorecards & Affidavits: SupplierPro enables vendors to upload B-BBEE affidavits and SANAS rating agency certificates to calculate procurement recognition levels (Level 1 through Non-Compliant). Calculations are mathematical conveniences based on user-entered metrics. Buyer procurement committees must verify the authenticity of certificates with the issuing SANAS agency prior to tender adjudication.

2.2. CSD & SARS Tax Compliance: SupplierPro tracks Central Supplier Database (CSD) supplier numbers and SARS Tax Compliance Status (TCS) PINs. TVB Network gives no warranty that a supplier's tax affairs remain in order at the moment of payment execution.

3. Three-Way Matching & Fiduciary Payment Approvals

3.1. Automated Verification Aid: The SupplierPro Three-Way Matching engine flags price discrepancies, line-item quantity variances, and duplicate invoices between Purchase Orders (PO), Goods Received Notes (GRN), and Tax Invoices.

3.2. Fiduciary Duty: The automated system does not authorize payment disbursements on its own accord. The Buyer's designated financial delegation of authority (Delegation of Powers / Financial Controller) retains sole fiduciary duty for approving disbursements and confirming delivery of goods.

3.3. Invoice Redirection Fraud Disclaimer: Customer is strictly responsible for implementing out-of-band callback verification before updating any supplier's banking details. TVB Network accepts zero liability for business email compromise (BEC) or fraudulent banking modification executed within Customer's administrator console.

4. Paystack Gateway Integration & Banking Tokens

4.1. Zero Plaintext Storage: SupplierPro integrates with Paystack (Pty) Ltd for recurring SaaS billing and optional vendor split payouts. Plaintext credit card numbers and full banking account credentials are never stored on TVB Network application servers.

4.2. ZAR Settlement: All transactions are denominated and cleared in South African Rand (ZAR) subject to South African Reserve Bank (SARB) regulations and Paystack settlement timeframes.

5. Uptime SLA & Limitation of Liability

5.1. Uptime Guarantee: TVB Network commits to a 99.9% availability target for SupplierPro web and API portals.

5.2. Liability Ceiling: To the maximum extent permitted under South African law, TVB Network's total aggregate liability arising out of any procurement disruption, delayed order transmission, or software error shall be strictly capped at the total subscription fees paid by Customer during the three (3) calendar months preceding the claim.

6. Governing Law & Legal Notices

This Agreement is governed by the laws of the Republic of South Africa. Any dispute shall be submitted to the exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division (Johannesburg).