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BETWEEN:

VOLVE MEDIA (PROPRIETARY) LIMITED
Registration Number: 2024/667714/07
a private company duly incorporated and registered in accordance with the company laws of the Republic of South Africa, trading as Volve Media and operating its proprietary auxiliary lead recovery and credit education service under the trade name CreditBuilderFlow (CBF)
(Hereinafter referred to as “CBF”)

AND

Volkswagen Auto Group
Registration Number: [As per F&I Records]
a private company duly incorporated and registered in accordance with the laws of the Republic of South Africa, operating as an authorized motor vehicle dealership
(Hereinafter referred to as “The Dealership”)

(Each a “Party” and collectively the “Parties”)

WHEREAS:

• A. CBF operates a proprietary auxiliary vehicle finance recovery and credit rehabilitation system designed to triage, coach, and resolve adverse credit factors, bank statement conduct impediments, and mathematical affordability constraints for declined vehicle finance applicants.
• B. The Dealership is a licensed motor dealership that generates potential vehicle finance buyers, a portion of whom are declined vehicle asset finance by Tier-1 retail banking institutions (including WesBank, MFC, Absa, and Standard Bank).
• C. The Dealership wishes to engage CBF as an auxiliary recovery desk to rehabilitate declined leads via structured off-site protocols and return finance-ready buyers exclusively to the Dealership’s showroom floor.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, unless the context otherwise requires:

• “Agreement” means this Master Service Agreement, including all annexures and schedules hereto.
• “Business Day” means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.
• “Causation Period” means a period of ninety (90) calendar days commencing on the date CBF formally notifies the Dealership in writing that a referred Lead has achieved “Finance-Ready” status.
• “Confidential Information” means any information disclosed by one Party to the other, whether orally, visually, in writing, or electronic format, including client lists, lead attribution data, underwriting methodologies, business processes, and financial terms.
• “CreditBuilderFlow (CBF)” refers to the specialized auxiliary automotive service operated exclusively under Volve Media (Pty) Ltd.
• “Designated F&I Referral Link” means an individualized, trackable digital URL (e.g., WhatsApp/Email web link) assigned to each registered F&I business manager under the Dealership, enabling transparent attribution to the individual F&I desk while operating under this master Dealership agreement.
• “Effective Date” means the date of digital acceptance and submission of this Agreement.
• “Finance-Ready” means a Lead who, based on CBF’s simulated bank scorecard criteria, unencrypted 3-month digital bank statement audit, and credit bureau clearance, demonstrates a high statistical probability of securing vehicle finance approval from South African retail financiers.
• “Lead” means a prospective vehicle purchaser whose vehicle finance application has been declined, or pre-emptively triaged as unfinanceable, by the Dealership or vehicle financiers.
• “POPIA” means the Protection of Personal Information Act, No. 4 of 2013, as amended.
• “Service Fee” means the flat contingency success fee payable by the Dealership to CBF strictly upon successful vehicle payout and delivery, as set out in Clause 5.

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2. PURPOSE & CLOSED-LOOP FLOOR EXCLUSIVITY

2.1. Purpose: The purpose of this Agreement is to establish the operational and commercial terms under which CBF assists the Dealership in recovering declined Leads through structured educational, debt settlement, and banking conduct rehabilitation, returning qualified buyers exclusively to the Dealership for vehicle delivery.

2.2. Closed-Loop Floor Exclusivity (Non-Poaching Guarantee): CBF contractually covenants and guarantees that all Leads referred by the Dealership shall remain strictly and permanently ring-fenced to the originating Dealership. Under no circumstances shall CBF refer, introduce, shop, broker, or redirect any rehabilitated or Finance-Ready Lead to any competing motor dealership, third-party broker, or alternative vehicle retail entity. In the event a Finance-Ready Lead decides not to purchase from the Dealership, their file shall be closed, and the Lead shall never be transferred to another showroom.

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3. DEALERSHIP WORKFLOW & POPIA COMPLIANCE

The Dealership agrees to:

• 3.1. Digital Link Distribution: Provide declined prospective buyers with their Designated F&I Referral Link via digital message (WhatsApp or Email), inviting the buyer to explore auxiliary credit rehabilitation through CBF.
• 3.2. Direct Consumer Mandate Architecture: Acknowledge that the consumer executes a direct electronic Section 11 POPIA consent and Section 72 NCA mandate directly with CBF upon clicking the referral link. The Dealership is not required to extract, transfer, or manually manage customer credit files for CBF, thereby maintaining complete zero-liability POPIA insulation for the Dealership.
• 3.3. Pre-Emptive Triage: The Dealership’s F&I managers may, at their professional discretion, route prospective buyers exhibiting severe bank statement conduct issues (e.g., multiple unpaid debit orders) or extreme DTI directly to CBF prior to submitting a formal credit application to financiers, preserving customer goodwill and saving administrative time.
• 3.4. Active Process Stand-Down: Refrain from actively soliciting or altering the credit profile of Leads engaged in active CBF rehabilitation, unless authorized in writing by CBF, to prevent conflicting bureau filings or bank scorecard disruption.
• 3.5. Notification of Delivery: Notify CBF in writing (via email or CRM confirmation) within five (5) Business Days of any referred Lead completing a vehicle purchase and receiving bank funding during the Causation Period.

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4. SERVICES PROVIDED BY CBF

CBF agrees to:

• 4.1. Rapid Validation Call: Contact referred prospective buyers within business-hour service level agreements to conduct a structured validation interview, confirming mathematical recoverability within target timeframes (30–45 days, 90 days, or 180 days).
• 4.2. Rehabilitation Execution: Audit digital PDF bank statements for NSF/bounced debit orders and gambling transactions; execute statutory Section 72 dispute filings with SACRRA registered credit bureaus (including Experian, TransUnion, and XDS); negotiate discounted settlement figures on collection accounts; and coach banking conduct.
• 4.3. Exclusive Reintroduction: Notify the Dealership’s designated F&I contact immediately upon a Lead achieving Finance-Ready status, providing updated score simulations and unencrypted bank conduct statements to facilitate OTP signing and finance desking.
• 4.4. Multi-F&I Attribution: Provide unique tracking links to each registered F&I desk to ensure transparent reporting and commission clarity under the Dealership’s master portal account.

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5. FEES, CONTINGENCY SETTLEMENT & INVOICING

• 5.1. Zero Fixed Overhead: There are R0.00 monthly retainers, R0.00 platform access fees, and R0.00 upfront technical onboarding charges. If zero referred Leads result in delivered vehicle sales, the Dealership incurs zero financial liability.
• 5.2. Contingency Performance Rate Card: The Service Fee payable by the Dealership to CBF for each successfully concluded vehicle transaction resulting from a referred Lead shall be determined in accordance with the following rate schedule:
  • (a) Vehicles Retailing Under R130,000: A flat handling fee of R6,000.00 (Six Thousand Rand) inclusive of VAT per delivered vehicle;
  • (b) Vehicles Retailing R130,000 and Above: 5.0% (Five Percent) of the Vehicle Retail Selling Price per delivered vehicle.
• 5.3. Disbursement Trigger: The Service Fee is payable strictly on a contingency basis, maturing only after:
  • (a) The vehicle finance application has been formally approved and paid out (disbursed) by the financing bank to the Dealership; and
  • (b) The customer has executed the Offer to Purchase (OTP) and taken physical delivery of the motor vehicle from the Dealership.
• 5.4. Invoice Timing & Settlement: CBF shall issue a tax invoice following confirmation of vehicle delivery and bank payout. Payment shall be due within seven (7) calendar days of the invoice date via Electronic Funds Transfer (EFT) to CBF’s nominated bank account.

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6. TERM AND TERMINATION

• 6.1. Month-to-Month Flexibility: This Agreement shall commence on the Effective Date and continue on a rolling month-to-month basis.
• 6.2. Termination for Convenience: Either Party may terminate this Agreement at any time, for any reason, upon giving thirty (30) calendar days’ written notice to the other Party. There are zero cancellation or exit penalties.
• 6.3. Accrued Payout Protection: Upon termination, the Dealership shall remain liable to settle the standard Service Fee for any Lead referred prior to termination who concludes a funded vehicle purchase within the ninety (90) day Causation Period.

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7. POPIA & DATA PRIVACY COMPLIANCE

• 7.1. Direct Consumer Mandate: The Parties confirm that CBF collects, processes, and stores personal and financial information of prospective buyers strictly in terms of direct consent obtained from the consumer under Section 11 of POPIA and Section 72 of the National Credit Act.
• 7.2. Dealership Indemnification: CBF warrants that its digital systems, storage, and communication protocols adhere to the security safeguards prescribed by POPIA. CBF indemnifies and holds harmless the Dealership against any regulatory sanctions or consumer claims arising from CBF’s handling of personal information post-referral.
• 7.3. Confidentiality: Both Parties agree to treat all business, financial, and attribution data exchanged under this Agreement as strictly confidential indefinitely.

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8. INDEPENDENT CONTRACTOR RELATIONSHIP

8.1. CBF performs the services as an independent specialized contractor. Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has the authority to bind the other in any manner whatsoever.

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9. GOVERNING LAW & DISPUTE RESOLUTION

9.1. This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of South Africa.

9.2. The Parties shall make good-faith efforts to settle any commercial disagreement informally. Failing resolution within ten (10) Business Days, the dispute shall be referred to mediation before proceeding to formal legal action in the High Court of South Africa (Gauteng Division).

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10. ENTIRE AGREEMENT & NOTICES

10.1. This Agreement constitutes the complete and exclusive understanding between the Parties, superseding all prior oral or written discussions, brochures, and representations.

10.2. Addresses for Legal Notices (Domicilium):

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Binding Digital Execution

DIGITAL ACCEPTANCE AND AUTHORISATION

By checking the authorization box and submitting your particulars, you, on behalf of Volkswagen Auto Group, acknowledge that you have reviewed, approved, and agree to be bound by the terms of this Master Service Agreement with Volve Media (Pty) Ltd (trading as CreditBuilderFlow).

Execution complies with Section 13 of the Electronic Communications and Transactions Act, No. 25 of 2002.

I agree to the Terms, Exclusivity Guarantees, and Fee Schedule of this Master Service Agreement.

Authorised Signatory Full Name:

Designation / Official Title:

Official Dealership Email Address:

Submit & Digitally Execute Agreement