These Terms and Conditions (‘the Agreement’) govern the provision of services by Nahui Ollin (Pty) Ltd, registration number 2023/159623/07, of 11 Mackay Avenue, Blairgowrie, 2194, and/or Aggregate Holdings Group (Pty) Ltd, registration number 2025/469521/07, of 11 Mackay Avenue, Blairgowrie, 2194, together with its affiliated entities (collectively, ‘the Aggregate Group’) (together with Nahui Ollin (Pty) Ltd, ‘the Service Providers’), to the client named in the accompanying service agreement (‘the Client’). Nahui Ollin (Pty) Ltd provides company secretarial, compliance, and business support services; the Aggregate Group provides professional accounting, tax, and advisory services. Where a clause below applies to only one Service Provider, this is stated expressly; otherwise a clause applies to both. By signing the service agreement, the Client accepts and agrees to be bound by these Terms and Conditions in full.

1. Definitions

a. “Once-off Costs” means any set-up, project-based, or one-time fees payable for services such as company registration, website design, corporate identity design, domain registration, and similar deliverables, as set out in the accompanying quote or service agreement.

b. “Monthly Retainer Services” means any recurring monthly services, subscriptions, or fees payable for ongoing services such as compliance filings, accounting, finance or marketing strategy meetings, hosting, and similar services, as set out in the accompanying quote or service agreement.

c. “Aggregate Group” means Aggregate Holdings Group (Pty) Ltd, registration number 2025/469521/07, together with its affiliated entities, each of which may render Professional Services to the Client under this Agreement.

d. “Professional Services” means the professional accounting, tax, and related advisory services rendered by the Aggregate Group, as described in the accompanying engagement letter and/or scope of work.

e. “Agreement” means these Terms and Conditions read together with the accompanying service agreement, engagement letter, and quote.

2. Once-off Costs

a. Once-off Costs are payable in accordance with the payment option selected by the Client on the service agreement (once-off, or in monthly instalments).

b. All Once-off Costs paid to the relevant Service Provider are strictly non-refundable, regardless of whether the Client cancels the Agreement, and regardless of the stage of completion of the relevant deliverable.

c. Where the Client elects to pay Once-off Costs via monthly instalments and subsequently cancels the Agreement, the Client remains liable for payment of the full outstanding balance of the Once-off Costs.

d. Deliverables associated with Once-off Costs (including but not limited to a website) will not be transferred to the Client unless payment in full has been received by the relevant Service Provider.

3. Monthly Retainer Services

a. Monthly Retainer Services are billed and payable monthly in advance, for as long as the Client continues to receive such services under this Agreement.

b. The Client may cancel any Monthly Retainer Service at any time by giving the relevant Service Provider no less than 60 (sixty) days’ written notice.

c. Upon expiry of the 60 (sixty) day notice period, the Client’s obligation to pay for that Monthly Retainer Service will cease, and the Client will not be liable for any further months beyond the notice period.

d. All monthly payments already made to the relevant Service Provider prior to the effective date of cancellation are non-refundable, irrespective of the reason for cancellation.

4. Professional Accounting, Tax, and Advisory Services (Aggregate Group)

a. Professional Standards: Professional Services will be performed in accordance with the standards of the South African Institute of Professional Accountants (SAIPA), the South African Institute of Chartered Accountants (SAICA), the South African Institute of Taxation (SAIT), and all relevant South African legislation, including the Companies Act 71 of 2008, the Income Tax Act 58 of 1962, the Tax Administration Act 28 of 2011, the Financial Intelligence Centre Act 38 of 2001 (FICA), the Protection of Personal Information Act 4 of 2013 (POPIA), South African Revenue Service (SARS) regulations, and the Codes of Professional Conduct of SAIPA, SAICA, and SAIT.

b. Independence: The Aggregate Group remains an independent professional service provider and will not assume management functions. The Client retains responsibility for all decisions and for ensuring the completeness and accuracy of information provided.

c. Confidentiality and POPIA: The Aggregate Group undertakes to maintain the confidentiality of all Client information, except as required by law or professional duty. The Client confirms that it holds the necessary consents from data subjects for the Aggregate Group to process personal information for purposes of the engagement.

d. FICA Obligations: As an accountable institution under FICA, the Aggregate Group is required to verify the identity of clients and report suspicious transactions. The Client undertakes to cooperate with all FICA requirements, including providing necessary documentation, and acknowledges that the Aggregate Group may be obliged by law to report certain transactions to, or share information with, regulatory authorities such as SARS.

e. Reliance on Information: The Aggregate Group will rely on information provided by the Client and will not independently verify it unless specifically agreed. The Aggregate Group accepts no responsibility for errors resulting from incorrect, incomplete, or misleading information provided by the Client.

f. Fees and Payment: Fees for Professional Services are based on time spent at standard rates, or as otherwise agreed, plus VAT if applicable. Out-of-pocket expenses (e.g. travel, printing, courier) are recoverable from the Client. Invoices for Professional Services are payable within 30 (thirty) days of the invoice date, and interest of 15% (fifteen percent) per annum may be charged on overdue balances, without prejudice to the Service Provider’s rights under clause 7 below.

g. Use of Reports and Advice: Reports and advice prepared by the Aggregate Group are for the Client’s internal use only, unless otherwise agreed in writing. No third party may rely on these deliverables without the Aggregate Group’s express written consent.

h. Standard Engagement Procedures: The Client acknowledges and agrees that all tax and accounting work performed by the Aggregate Group is subject to the Aggregate Group’s standard client engagement and acceptance procedures, including but not limited to client due diligence, identity verification, and sign-off of the applicable engagement letter and/or scope of work. The Aggregate Group may decline to commence, or may suspend or terminate, an engagement where the Client fails to meet these standard engagement requirements, subject to clause 8(d) below.

5. Information Sharing Between Service Providers

The Client consents to Nahui Ollin (Pty) Ltd and the Aggregate Group sharing the Client’s personal information and other Client information with one another, to the extent reasonably necessary for the performance of services under this Agreement, in accordance with the Protection of Personal Information Act 4 of 2013 (POPIA). Each Service Provider remains responsible for its own compliance with POPIA in respect of any information shared with it under this clause.

6. Non-Refundable Payments

All payments made by the Client to either Service Provider, whether in respect of Once-off Costs, Monthly Retainer Services, or Professional Services, are non-refundable. This applies regardless of the reason for cancellation or termination, and regardless of whether the relevant services have been fully, partially, or not yet delivered at the time of cancellation. For the avoidance of doubt, non-refundability of payments already made does not extend the Client’s payment obligation beyond the applicable notice period described in clauses 3 and 8.

7. Late Payment and Suspension of Services

Each Service Provider shall have the authority to suspend or cancel any or all of its services without prior notice should the Client fail to settle any outstanding account balance within the applicable payment period (7 (seven) working days of the invoice date for Nahui Ollin (Pty) Ltd services, or 30 (thirty) days of the invoice date for Aggregate Group Professional Services). Neither Service Provider will be liable for any damages or loss of income suffered by the Client as a result of such suspension or cancellation. Should the Client’s account be handed over for third-party debt collection, the Client will be liable for all associated costs, including debt collection fees and legal costs, arising from non-payment.

8. Termination

a. Professional Services under this Agreement may be terminated by either the Client or the relevant Aggregate Group entity giving the other 30 (thirty) days’ written notice.

b. Fees for Professional Services will remain payable for all work performed up to the date of termination, and such fees are non-refundable.

c. Termination of Professional Services does not, of itself, terminate any Monthly Retainer Services provided by Nahui Ollin (Pty) Ltd, or vice versa; each must be cancelled separately in accordance with the applicable notice provisions in this Agreement.

d. Notwithstanding clause 8(a), the Aggregate Group may terminate this Agreement, in respect of Professional Services, with immediate effect and without penalty where the Client fails to meet the standard engagement requirements referred to in clause 4(h). Fees for work performed up to the date of such termination remain payable and non-refundable.

9. Credit Checks

By signing this Agreement, the Client authorises the Service Providers to conduct a standard credit check on the Client’s personal and/or business name. Either Service Provider may, at any time, request a Letter of Good Standing from the Client to confirm the Client’s credibility in relation to the payment of outstanding amounts.

10. Limitation of Liability

a. Neither Service Provider can be held liable for any professional advice given to the Client. By accepting this Agreement, the Client agrees that the services provided are in the best interests of the Client and the Client’s business.

b. Neither Service Provider can be held liable for any damages, expenses, or loss of income arising from problems caused by third-party hosting companies, information technology failures, or any failure of products or systems attributable to the Client’s own information technology, network, software, hardware, or internet service provider.

c. The aggregate liability of each Service Provider arising from this Agreement shall not exceed the professional fees paid by the Client to that Service Provider for the specific engagement giving rise to the claim. Neither Service Provider shall be liable for any indirect, consequential, or punitive damages.

11. Domicilium

For purposes of legal notices, the parties choose the following addresses (‘domicilium citandi et executandi’): Nahui Ollin (Pty) Ltd — 11 Mackay Avenue, Blairgowrie, 2194; the Aggregate Group — 11 Mackay Avenue, Blairgowrie, 2194; and the Client — the address recorded in the accompanying signed service agreement. Any party may change its domicilium by written notice to the other parties.

12. General

a. This Agreement is governed by the laws of the Republic of South Africa. The Client consents to the jurisdiction of the Magistrates’ Court in terms of Section 45 of the Magistrates’ Court Act, even where a claim exceeds that court’s monetary jurisdiction.

b. No variation, amendment, or waiver of any provision of this Agreement will be effective unless recorded in writing and signed by the relevant parties.

c. Should any provision of this Agreement be found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

13. Acceptance

The Client confirms that they have read, understood, and agree to be bound by these Terms and Conditions, and accepts these terms by signing the accompanying service agreement and/or engagement letter, or, in the case of services engaged through this website, by completing the sign-up process for a membership package.