Independent Meeting Services Agreement

Contract particulars

Parties and background

This Agreement is concluded between Absolit (Pty) Ltd, trading as MeetingPal, and the Community Scheme identified in the Contract Particulars (each a “Party” and together the “Parties”).

The Client wishes to appoint MeetingPal as an independent, neutral service provider to configure, facilitate and record virtual, hybrid and/or in-person meetings and electronic voting. MeetingPal provides technology and operational assistance; it does not replace the Client, its board, managing agent, chairperson, legal advisers, auditors, scrutineers or election officers and does not determine members’ legal rights.

The Parties accordingly agree as follows.

1. Definitions and interpretation

1.1 Applicable Law. all South African law applicable to the Client, the Meeting or the Services, including, where applicable, the Companies Act 71 of 2008, the Sectional Titles Schemes Management Act 8 of 2011 and its regulations and prescribed rules, the Community Schemes Ombud Service Act 9 of 2011, the Electronic Communications and Transactions Act 25 of 2002, the Protection of Personal Information Act 4 of 2013 (“POPIA”), and any lawful order or directive.

1.2 Authorised Client Representative. the person nominated in writing with authority to give binding operational instructions to MeetingPal.

1.3 Business Day. a day other than a Saturday, Sunday or official public holiday in South Africa.

1.4 Business Hours. 08:30 to 17:00 South African Standard Time on a Business Day, unless the Meeting Order Form states otherwise. Live-Meeting support outside Business Hours is available only for the booked support window.

1.5 Certified Meeting Data Pack. the final, complete and Client-certified data and instruction set described in Schedule 2.

1.5A Data Loading. the import, upload, capture, entry, mapping, transformation and configuration into the Platform of all Client Content and Meeting data, including the Voting Roll, Participant and contact details, participation quotas and weights, representatives, proxies, pre-votes, statuses, eligibility matrices, agenda items, ballots, candidates and documents, and every authorised change to any of them.

1.5B Loading Error. any omission, duplication, transposition, mis-mapping or other discrepancy between data as loaded into the Platform and the data and instructions supplied and certified by the Client, to the extent caused by MeetingPal.

1.5C Loaded Data Verification Report. the report described in clause 6A.4.

1.6 Chairperson. the person legally appointed or elected to preside over the Meeting.

1.7 Community Scheme or Client. the body corporate, homeowners’ association, property owners’ association, non-profit company, share block company, retirement scheme or other member-based entity contracting with MeetingPal.

1.8 Governance Documents. the Client’s constitution, memorandum of incorporation, registered management and conduct rules, founding documents, title or participation schedules, resolutions, policies, notices and other binding instruments.

1.9 Participant Device. a smartphone, tablet, laptop, desktop computer or other device owned or controlled by a Participant, or provided by the Client, and used to access the Platform and vote.

1.10 Meeting. an AGM, SGM, general meeting, board or trustee meeting, round-robin vote, poll, election, information session or other event described in a Meeting Order Form.

1.10A Managing Agent. a managing agent, property manager or other agent that signs this Agreement or a Meeting Order Form, places an order, receives invoices or gives instructions on behalf of a Community Scheme.

1.11 Meeting Order Form. the quotation, statement of work or order accepted for a particular Meeting.

1.12 Participant. a member, owner, duly authorised representative, proxy holder, co-owner, tenant, invitee, adviser, observer or other person whom the Client instructs MeetingPal to admit or contact.

1.13 Platform. MeetingPal’s hosted meeting, attendance, communication, voting and records functionality.

1.14 Voting Roll. the Client-approved list of voting interests and Participants, with rights, weights, restrictions and contact details.

1.15 Client Content. all data, text, documents, images, recordings, voter details, Governance Documents, instructions and other materials supplied or authorised by or for the Client, whether or not loaded into the Platform by MeetingPal.

1.16 System Data. technical, usage, performance, security and statistical data generated by operation of the Platform, excluding Client Content and any information that identifies or can reasonably be used to re-identify a person or Community Scheme.

1.17 Headings are for convenience. “Including” is non-exhaustive. A reference to writing includes an agreed electronic communication. If a deadline falls on a non-business day, it moves to the next business day unless the Governance Documents require otherwise.

2. Appointment, independence and limited mandate

2.1 The Client appoints MeetingPal, and MeetingPal accepts appointment, as an independent and neutral technology and meeting-facilitation service provider for each accepted Meeting Order Form.

2.2 MeetingPal is not obliged to reserve capacity, commence preparation, schedule personnel or activate a Meeting until the Client has completed any required mandate or onboarding form, accepted the applicable Meeting Order Form, supplied the requested contracting information and paid any required deposit or advance amount.

2.3 MeetingPal shall load all data for, configure and operate the Services in accordance with the Certified Meeting Data Pack, the accepted scope and lawful written instructions of the Authorised Client Representative or Chairperson within their respective authority.

2.4 MeetingPal is not the convener, chairperson, managing agent, scheme executive, trustee, director, company secretary, legal adviser, auditor, scrutineer, inspector of elections, adjudicator or guarantor of the Meeting’s legality unless a separate signed scope expressly appoints MeetingPal to a specified additional role.

2.5 MeetingPal shall act impartially between candidates, factions, members and resolutions; shall not advocate for an outcome; and shall disclose any material conflict of interest known to it.

2.6 MeetingPal may explain how to access or use the Platform but shall not advise a Participant whether that person may attend, speak, vote, appoint a proxy, represent an entity or how to vote.

2.7 No configuration, report, flag, calculation or operational assistance by MeetingPal constitutes independent legal verification or transfers the Client’s governance duties to MeetingPal.

2.8 The Client confirms that it has independently assessed the Platform and Services, with appropriate legal and professional advice where required, and determined that the selected configuration is suitable for its Meeting, Governance Documents, risk profile and statutory obligations. MeetingPal does not warrant fitness for a governance purpose that has not been expressly documented and accepted in the Meeting Order Form.

2.9 Subject to payment and this Agreement, MeetingPal grants the Client a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the applicable service period to permit authorised Participants to use the selected Platform functions solely for the relevant Meeting. No ownership, source-code, resale, service-bureau or broader commercialisation right is granted.

3. Services

3.1 Subject to the Meeting Order Form, the Services may include: requirements consultation; Platform configuration; Data Loading of the Voting Roll and all other Meeting data under clause 6A; issuing unique invitations; registration and authentication workflows; attendance capture; proxy allocation as instructed; quorum and vote dashboards; electronic ballots; video-conference integration or built-in conferencing; moderated chat and speaking queues; operational support; recording; transcription; voting and attendance reports; and secure retention or archiving.

3.2 For hybrid or in-person Meetings, the Services may include on-site MeetingPal personnel to assist Participants with registration and Platform use. Venue, power, internet and Wi-Fi remain the Client’s responsibility unless expressly included. All audio-visual equipment, including microphones, cameras, screens and their integration, is always the Client’s responsibility under clause 4.8.

3.3 MeetingPal may use trained personnel and subcontractors to deliver the Services and remains responsible for their performance to the extent required by this Agreement.

3.4 Any service not expressly included is excluded and may be quoted separately, including independent chairing, legal or governance review, manual ballot capture, legal or substantive proxy verification, member help-desk campaigns, venue internet, translation, forensic audit, certified transcription and expedited delivery.

3.5 Where a deliverable involves drafting, transcription, minutes, a report, configuration review or another iterative output, the Meeting Order Form must state the included consultations and revision rounds. Unless expressly included, additional consultations, substantive correspondence, repeated review cycles, changes after approval and work arising from new or corrected Client information are chargeable at the applicable hourly rate.

3.6 The scope and charging methodology in Schedule 1A applies unless the Meeting Order Form expressly varies it. Each charge is linked either to units of effort, ordinarily hours of work, or to the scale and capacity of the Meeting, ordinarily the number of erfs, members, owners, voting interests or potential Participants.

3.7 MeetingPal does not supply, hire or lend voting handsets, keypads, tablets, computers, routers or any other voting or Participant devices. All voting is conducted on the Platform by Participants using their own Participant Devices, or devices that the Client chooses to make available at a venue. Each Participant, or the Client for devices it makes available, is responsible for the device and for its power, connectivity, browser and compatibility with MeetingPal’s notified technical requirements.

4. Client governance responsibility and certified instructions

4.1 The Client remains solely responsible for convening and conducting the Meeting lawfully and in accordance with Applicable Law and the Governance Documents.

4.2 The Client, acting through its board, trustees, directors, managing agent, company secretary, staff and professional advisers as appropriate, must interpret the Governance Documents and determine every legal or governance rule that MeetingPal is asked to configure.

4.3 The Client must verify, validate, approve and certify the Voting Roll and Certified Meeting Data Pack. MeetingPal may rely on that certification without independently investigating underlying ownership, membership, authority, arrears, suspensions or documents.

4.4 The Client acknowledges that Platform outputs are a mechanical result of Client-supplied data, rules and instructions as loaded by MeetingPal. Accurate outputs depend on complete, accurate, current, internally consistent and lawful inputs, and on accurate Data Loading, for which MeetingPal is responsible under clause 6A.

4.5 MeetingPal may identify apparent duplicates, missing fields, inconsistent weights or other anomalies as an operational courtesy. A query, warning, formatting change or data-cleaning assistance does not amount to legal verification, acceptance of responsibility or a waiver of Client certification.

4.6 If data is incomplete, contradictory, late or reasonably appears unlawful, MeetingPal may pause configuration, refuse the affected instruction, require written clarification or a legal opinion, apply rush charges, exclude affected records pending certification, or postpone the Meeting without liability for resulting delay.

4.7 Only the Authorised Client Representative may approve pre-meeting changes. During the Meeting, MeetingPal may act on rulings of the Chairperson, provided that a ruling affecting rights, weights, eligibility, proxies, quorum or ballot wording is recorded in writing or audibly on the official recording and confirmed in the change log.

4.8 MeetingPal does not provide, hire, supply, install, operate or support any audio-visual equipment for any Meeting, including microphones, speakers and public-address systems, cameras, projectors, screens and displays, audio mixers, conferencing hardware, and the cabling and integration needed to connect them to a venue or to the Platform. The Client is solely responsible for providing, setting up, testing and operating all audio-visual equipment, itself or through a venue or third-party supplier that it appoints, and for ensuring that in-person Participants can see and hear the proceedings and that remote Participants can hear and see the in-room proceedings. MeetingPal personnel may give reasonable guidance on connecting the Client’s equipment to the Platform, but this does not make MeetingPal responsible for that equipment, its performance or the resulting audio and video quality.

4A. Matters reserved exclusively to the Client and Chairperson

5. Representatives, proxies and Participants

5.1 Before submission to MeetingPal, the Client must verify the identity, legal capacity and authority of every duly authorised or secondary Participant.

5.2 For a juristic or legal entity, the Client must determine that the entity is the relevant member or owner and that the representative is validly appointed under Applicable Law and the Governance Documents. This includes validating required registration documents, resolutions, mandates, trust documents, letters of authority, directors’ or trustees’ identities, and any period or scope of authority.

5.3 For co-owners, the Client must identify the primary duly authorised representative and any secondary Participants, and specify which person may vote, attend and speak. Secondary Participants receive no right merely because their contact information appears in accounting or owner records.

5.4 For every proxy, the Client must verify the proxy giver, proxy holder, signature or authentication, authority of the signatory, filing deadline, proxy limits, permitted substitution, good-standing requirements and any instructed or non-discretionary votes.

5.5 MeetingPal shall load and allocate all proxies and representatives that the Client certifies as valid, and only those. The proxy holder, not MeetingPal, remains responsible for complying with a proxy giver’s voting instructions unless the Client lawfully instructs MeetingPal to preconfigure directed votes.

5.6 A unique invitation is an access mechanism, not a certificate of ownership, membership, authority, good standing or voting entitlement. The Client must promptly instruct MeetingPal to block, amend or reissue access where its validation changes.

5.7 The Client must communicate member-facing legal requirements, document deadlines and consequences of non-compliance. MeetingPal may transmit Client-approved communications without assuming responsibility for their legal sufficiency.

5.8 Where a member owns more than one unit, section, erf, stand or other voting interest, the Client is responsible, in compliance with the Sectional Titles Schemes Management Act 8 of 2011 and its regulations and prescribed rules (where applicable) and the Governance Documents, for ensuring that in the Voting Roll and Certified Meeting Data Pack: (a) the member’s name is spelled identically for every interest held, preferably exactly as registered in the deeds registry (for example, as reflected in a Windeed or equivalent deeds-office search); (b) the same email address and the same mobile number are recorded for every interest held by that member; and (c) those contact details belong to the member or its duly authorised representative only, and not to a rental or letting agent, tenant, managing agent, bondholder, employer, family member or any other person who pays levies or receives statements on the member’s behalf, unless that person has been validly appointed as a proxy or representative and certified as such under clauses 5.2 to 5.5.

5.9 MeetingPal relies on consistent names and contact details to link a member’s interests for invitations, authentication, attendance, quorum, voting weight and reporting. MeetingPal may flag apparent inconsistencies under clause 4.5 and refer them to the Client, but it is not required to decide whether differently recorded entries relate to the same member, and it is not responsible for split, duplicated or missed invitations, attendance or votes caused by inconsistent names or contact details, or by third-party contact details, supplied by the Client. Such an outcome is not a Loading Error, and any correction after certification is subject to clause 6.5.

6. Certified Meeting Data Pack and deadlines

6.1 The Client shall provide the items in Schedule 2 in MeetingPal’s prescribed template and format by the applicable deadlines in the Meeting Order Form, for Data Loading by MeetingPal under clause 6A.

6.2 Unless otherwise agreed, Meeting requests should be submitted at least 14 calendar days before the Meeting and not later than 7 calendar days before it. Requests inside 7 days are urgent, subject to capacity and a rush fee. The final Voting Roll, governance matrix and core documents must be supplied early enough for Data Loading, configuration, testing and the first invitation cycle.

6.3 The Client must nominate one data owner and one approver. MeetingPal is not required to reconcile conflicting instructions from different trustees, directors, staff members, managing agents, attorneys or auditors.

6.4 The Client’s signed Data Certification in Schedule 2 is a condition precedent to opening voting. If the Client requires the Meeting to proceed without certification, MeetingPal may refuse or, if it agrees, proceed only on a written risk acceptance and indemnity signed by an authorised office-bearer.

6.5 All changes after certification must use the change log, identify the affected Participant or rule, state the reason and authority, and be approved by the authorised approver, and MeetingPal shall load each approved change. MeetingPal will preserve an audit trail where technically available.

6.6 Late changes may delay invitations, testing, commencement, results or reports. MeetingPal is not responsible for non-receipt or inability to participate caused by late, wrong or missing contact details supplied by the Client.

6A. Data loading by MeetingPal

6A.1 MeetingPal is responsible for all Data Loading for every Meeting. Except as expressly agreed in a Meeting Order Form signed by MeetingPal, the Client is not required to, and shall not, load, import, upload, capture or edit Meeting data directly in the Platform, and Client user accounts shall be configured with review (read-only) rights for Meeting data.

6A.2 The Client’s role is limited to supplying the source data and instructions listed in Schedule 2 through MeetingPal’s designated secure channel, and certifying them under clause 6.4. The source data should follow MeetingPal’s prescribed template where practicable, but MeetingPal shall accept data in any reasonably usable electronic format, including managing-agent or accounting-system exports, and is responsible for transforming and mapping it into the Platform. Where the source data requires materially more cleansing or reconciliation than the quoted assumption, Schedule 1A applies to the additional effort.

6A.3 MeetingPal shall perform Data Loading with the reasonable skill and care of a specialist meeting-technology provider, completely and accurately in accordance with the source data and certified instructions, and shall apply internal quality controls, including reconciliation of record counts, participation-quota or weighting totals, proxy and representative allocations and contact fields between the source data and the loaded data.

6A.4 Before invitations are issued and before voting opens, MeetingPal shall provide the Authorised Client Representative with a Loaded Data Verification Report summarising the data loaded, the reconciliation totals and any records that MeetingPal could not load or has queried. The Client shall review the report and promptly raise any discrepancy. The Client’s review is a cross-check only and does not transfer responsibility for a Loading Error to the Client.

6A.5 Every pre-meeting change, late proxy, correction, substitution or Participant change authorised under clauses 4.7 and 6.5 shall be loaded by MeetingPal, recorded in the change log and, where reasonably practicable, reflected in an updated Loaded Data Verification Report.

6A.6 Where a Loading Error is identified, MeetingPal shall correct it at its own cost as soon as reasonably practicable, and with priority during a live Meeting; record the correction in the change log; notify the Authorised Client Representative; and, where the error affected a ballot, quorum indicator or report already produced, inform the Chairperson and reissue the affected report. A Loading Error is MeetingPal’s responsibility and is excluded from the Client’s responsibilities and indemnities under clauses 10.5, 17.1 and 18.4.

6A.7 MeetingPal’s responsibility for Data Loading concerns the faithful, complete and accurate transfer of the supplied and certified data into the Platform. It does not make MeetingPal responsible for the substantive accuracy, currency, completeness or legal validity of the source data, or for the governance determinations reserved to the Client and Chairperson under clauses 4 and 5 and Schedule 4.

7. Meeting governance, quorum and voting

7.1 The Chairperson opens, conducts, adjourns and closes the Meeting; maintains order; recognises speakers; rules on procedure and eligibility; determines whether motions and amendments are competent; decides when discussion and voting open and close; and declares or withholds results.

7.2 MeetingPal shall display a quorum indicator only from the certified quorum formula, certified weights and attendance states. The indicator is decision-support information; the Chairperson remains responsible for determining and announcing whether the legal quorum is present and maintained.

7.3 The Client shall specify how proxies count toward quorum, how multiple properties or interests are aggregated, how developer or founder rights apply, whether votes are calculated in number or value, and what rounding or tie rules apply.

7.4 For each resolution, the Client shall certify the eligible electorate, excluded interests, voting basis, threshold, treatment of abstentions, directed proxy instructions, class or category, and whether results may be announced immediately or require audit/certification.

7.5 MeetingPal records selections and applies configured arithmetic. It does not determine whether a vote was legally competent, whether a Participant acted within authority, whether a proxy holder honoured an instruction, or whether the outcome is legally valid.

7.6 If a material governance dispute arises, MeetingPal may freeze the affected ballot or preserve the status quo pending a ruling by the Chairperson or written Client instruction. Operational compliance with a ruling is not an endorsement of its legality.

7.7 Manual, paper, voice, show-of-hands or external-platform votes are excluded unless expressly scoped. If the Client instructs that such votes be incorporated, MeetingPal shall load them after the Client or appointed scrutineer has certified them, and the report shall distinguish imported/manual votes from votes cast directly on the Platform.

7.8 Where secrecy or anonymity is selected, the Client acknowledges that this may limit the ability to trace individual selections. MeetingPal will report only to the level configured and technically available.

8. Client operational obligations

8.1 The Client shall provide timely cooperation, accurate contact details, approved notices and agenda documents, a competent Chairperson, an authorised decision-maker throughout the Meeting, and access to relevant professional advisers where governance rulings may be required.

8.2 For hybrid and in-person Meetings, the Client shall provide a suitable venue, stable power, adequate dedicated internet and Wi-Fi capacity, tested AV equipment, audibility throughout the venue, and accessibility arrangements, unless included in scope. Audio-visual equipment is always provided by the Client under clause 4.8 and is never included in scope.

8.3 The Client shall ensure that Participants receive clear instructions, do not share unique links or credentials, use supported devices and browsers, maintain adequate connectivity and power, and seek support sufficiently early.

8.4 The Client is responsible for obtaining all required consents and notices for recording, transcription, biometric or identity checks (if any), disclosure of attendee names, and processing of personal information.

8.5 The Client must maintain its own governance and statutory records and must download or request records within the applicable retention period.

8.6 The Client and each Participant must keep all administrator accounts, unique links, access codes, one-time passwords and other credentials confidential; must not share or transfer them except where expressly authorised by the Client and permitted by the Governance Documents; and must notify MeetingPal promptly of suspected compromise. The Client is responsible for activity performed with credentials issued on its instructions until MeetingPal receives and can reasonably act on such notice.

8.7 A successful use of valid credentials and recorded authentication factors is prima facie evidence that the relevant credential was used to access the Platform, but is not conclusive proof of the legal identity, authority or voting entitlement of the user. Those matters remain subject to the Client’s validation and any contrary evidence.

8.8 The Client must ensure that its systems, integrations, devices, browsers and networks meet MeetingPal’s notified technical requirements and are appropriately secured, patched and protected against malware.

8.9 The Client shall retain complete and accurate source copies and backups of all Client Content supplied to MeetingPal, including the certified Voting Roll, proxies, pre-votes, Governance Documents and instructions, so that the data can be reconstructed if transmission, storage or processing fails. MeetingPal’s backup obligation does not replace the Client’s statutory recordkeeping or source-data backup duty.

9. MeetingPal operational obligations

9.1 MeetingPal shall exercise reasonable skill and care expected of a specialist meeting-technology provider and perform the agreed Services materially in accordance with the Meeting Order Form.

9.2 MeetingPal shall use reasonable administrative, technical and organisational safeguards appropriate to the nature of the Services and personal information processed.

9.3 MeetingPal shall provide role-appropriate access controls, event logging and reporting to the extent supported by the selected service configuration.

9.4 MeetingPal shall use commercially reasonable efforts to make the Platform available during the scheduled Meeting, subject to planned maintenance, emergency maintenance, Internet and third-party dependencies, force majeure and exclusions in this Agreement.

9.5 MeetingPal shall promptly escalate a material incident known to it, take reasonable steps to preserve relevant logs and records, and cooperate with the Client’s incident response within the agreed scope.

9.6 MeetingPal does not warrant uninterrupted or error-free operation, successful delivery of every email/SMS/WhatsApp message, compatibility with every device or network, or that all Participants will successfully authenticate, connect, hear, speak or vote.

9.7 MeetingPal may deploy updates, security patches, enhancements and modifications to the Platform, provided that it shall not knowingly make a material adverse reduction to the core functionality purchased for an already-booked Meeting without reasonable notice or a functionally equivalent workaround.

9.8 Support obligations are limited to commercially reasonable efforts to diagnose and correct documented Platform errors that are reproducible in a supported environment. MeetingPal does not warrant that every error can or will be corrected, and may provide a reasonable workaround in place of a permanent correction.

9.9 MeetingPal shall use commercially reasonable efforts to maintain periodic backups appropriate to the selected service and, after becoming aware of corruption or loss within MeetingPal-controlled systems, to restore affected Client Content from the most recent available uncorrupted backup. Restoration cannot recreate data never received, not successfully saved, deleted under instruction, or lost through excluded Client or third-party causes.

9.10 MeetingPal shall use reasonable efforts to schedule planned maintenance outside a booked live-Meeting window and to provide reasonable advance notice where maintenance may materially affect the Client. Emergency maintenance may be performed without advance notice where necessary to protect security, integrity or service availability.

9.11 MeetingPal warrants that it has and will maintain the material licences, consents and permissions required for it to provide the Platform and Services as expressly agreed, excluding permissions, notices and approvals that this Agreement allocates to the Client.

9.12 MeetingPal shall perform all Data Loading in accordance with clause 6A.

10. Service levels, support and incident management

10.1 The service levels in Schedule 3 apply only to Meetings booked, paid and supplied with complete certified inputs by the agreed deadlines.

10.2 A service level is measured against MeetingPal-controlled components. Failures caused by Client data (other than a Loading Error), the venue, Participant devices, local power, local or public internet, mobile networks, email filtering, third-party AV or conferencing, unauthorised link sharing, cyberattack despite reasonable safeguards, or force majeure are excluded.

10.3 MeetingPal may implement a workaround, fail over, pause a ballot, extend a voting window, reissue access or recommend adjournment. The Chairperson decides whether the Meeting should continue, pause or adjourn.

10.4 Unless the Meeting Order Form provides a service credit, the remedies in the incident and liability clauses are the Client’s exclusive contractual remedies for availability failures.

10.5 Standard support covers reasonable assistance with Platform use and reproducible MeetingPal-controlled errors. Correction of Client or Participant mistakes, duplicate submissions, incorrect data, unauthorised changes, device configuration, third-party systems or work outside the accepted scope is chargeable at the applicable rate unless caused by MeetingPal’s breach. Correction of a Loading Error is not chargeable.

10.6 Where the Platform enables a link, integration or exchange with a third-party service, the third party’s terms and availability apply to that service. MeetingPal does not endorse, control or assume responsibility for the third party’s content, acts, systems, security or continued availability, but remains responsible for the MeetingPal-controlled integration component and for selecting and managing its own subprocessors as required by POPIA.

11. Information security and acceptable use

11.1 Each Party shall protect credentials, restrict access to authorised personnel and notify the other promptly of suspected compromise relevant to the Services.

11.2 The Client and Participants may not interfere with the Platform, introduce malware, attempt unauthorised access, scrape or reverse engineer the service, share voting credentials, impersonate another person, overload the service or use it unlawfully.

11.3 MeetingPal may suspend a credential, Participant or affected function where reasonably necessary to protect security, integrity, confidentiality or service availability, and shall notify the Authorised Client Representative as soon as reasonably practicable.

11.4 Security controls reduce but cannot eliminate risk. The Client remains responsible for governance safeguards such as independent scrutiny, dual approval, reconciliation and result certification where the Meeting’s risk warrants them.

11.5 The Client and Participants must not reverse engineer, decompile, disassemble, copy, modify, frame, mirror, resell, rent, timeshare, sublicense, commercially exploit or create derivative works from the Platform, except to the limited extent a restriction is prohibited by law.

11.6 The Client and Participants must not probe, scan or test Platform vulnerabilities without MeetingPal’s prior written authority; bypass or interfere with security, authentication, consent screens, warnings, rate limits or communications; introduce malicious code; impersonate another person; use automated access except through an authorised integration; or use the Platform to build or benchmark a competing service.

11.7 The Client must not supply content for loading that is unlawful, infringing, defamatory, discriminatory, threatening, knowingly false or misleading, malicious, in breach of confidence, or unnecessary for the Services. MeetingPal may quarantine, restrict or remove apparently prohibited content where reasonably necessary, without assuming responsibility to monitor Client Content.

11.8 Unless expressly required and approved through MeetingPal’s designated secure process, the Client must not supply copies of identity documents, passport or driver’s-licence numbers, full dates of birth, financial-card information, health information or other special or high-risk personal information.

12. POPIA and data processing

12.1 For Client-supplied Participant data processed to deliver the Services, the Client is the responsible party and MeetingPal is the operator, unless Applicable Law determines otherwise for a specific processing activity.

12.2 The Client warrants that personal information was collected lawfully; is accurate, relevant and not excessive; may lawfully be disclosed to MeetingPal; and may be processed under the Client’s documented instructions for invitations, authentication, attendance, voting, support, recording, reporting and retention.

12.3 MeetingPal shall process personal information only with the Client’s knowledge or authorisation and on documented instructions, keep it confidential, implement appropriate safeguards, ensure authorised personnel are bound to confidentiality, assist reasonably with data-subject requests and compliance, and notify the Client immediately where there are reasonable grounds to believe that Client personal information has been accessed or acquired by an unauthorised person, as contemplated in section 21 of POPIA.

12.4 MeetingPal may engage subprocessors necessary for hosting, communications, support, analytics, transcription or security, subject to appropriate contractual safeguards. MeetingPal remains accountable for operator obligations it delegates.

12.5 The Client authorises necessary cross-border processing only where identified in the Meeting Order Form or privacy documentation and compliant with POPIA. If the agreed service is represented as South Africa-only processing, MeetingPal shall not materially change that arrangement without prior notice and lawful safeguards.

12.6 MeetingPal shall retain meeting data for the period in the Meeting Order Form or retention policy, after which it may archive, anonymise or securely delete it, subject to law, legitimate dispute preservation and paid archive services. The Client must export records it requires before expiry.

12.7 The Client shall not supply identity documents, trust instruments, medical information or other sensitive material unless necessary, expressly agreed and protected through the designated secure channel. Email transmission is at the sender’s risk unless encrypted.

12.8 On reasonable written notice and subject to confidentiality, security and cost controls, MeetingPal shall provide information reasonably necessary to demonstrate compliance with its POPIA operator obligations and shall cooperate with a proportionate audit no more than once annually, unless a material security compromise or regulator requires otherwise.

12.9 If the Parties sign a separate data-processing addendum, that addendum prevails over this Agreement only to the extent of a conflict concerning processing of personal information.

13. Confidentiality

13.1 Each Party shall keep the other’s confidential information confidential and use it only for this Agreement. Confidential information includes non-public commercial, technical, security, governance, member and voting information.

13.2 Disclosure is permitted to personnel, advisers and subcontractors with a need to know and equivalent confidentiality duties, or where required by law, court order or a regulator, after prior notice where legally permitted.

13.3 Confidentiality does not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction.

13.4 Voting secrecy applies only where the Meeting Order Form configures a secret ballot. Attendance, authentication and audit metadata may remain identifiable even where vote choices are separated or anonymised.

13A. Intellectual property, Client Content and system data

13A.1 MeetingPal and its licensors retain all right, title and interest, including intellectual-property rights, in the Platform, software, workflows, documentation, templates, interfaces, know-how, security methods, System Data and all updates, configurations, adaptations, enhancements and derivative works, excluding Client Content and Client-owned Governance Documents.

13A.2 The Client and its licensors retain ownership of Client Content. The Client warrants that it owns, controls or is lawfully authorised to supply and use Client Content and that MeetingPal’s processing in accordance with this Agreement will not infringe rights or breach law.

13A.3 The Client grants MeetingPal, for the term and applicable retention period, a non-exclusive, worldwide, royalty-free and sublicensable-to-approved-subprocessors licence to load, host, copy, transmit, format, validate technically, display, record and otherwise process Client Content only as reasonably necessary to provide, secure, support and evidence the Services, comply with law, or exercise rights under this Agreement.

13A.4 MeetingPal may generate and use System Data to secure, operate, support, measure and improve its services, provided that System Data is aggregated or de-identified so that it does not identify and cannot reasonably be used to re-identify the Client, a Participant, a property or an individual voting choice. MeetingPal shall not use identifiable Client Content to train a general-purpose artificial-intelligence model without the Client’s prior written consent.

13A.5 If the Client voluntarily provides suggestions, testing results or feedback, MeetingPal may use them without restriction or payment, provided it does not disclose the Client’s Confidential Information or personal information.

13A.6 Third-party and open-source components remain subject to their applicable licence terms. No term transfers ownership of such components to the Client.

13A.7 Neither Party may use the other Party’s name, logo, trade mark or service mark in advertising, publicity, a case study or an endorsement without prior written consent, except that MeetingPal may display its own discreet Platform branding and identify itself factually as the meeting-service provider in Participant communications.

13A.8 Each Party shall notify the other promptly after becoming aware of a material unauthorised use of the other’s intellectual property relevant to the Services and shall provide reasonable cooperation, at the rights-holder’s cost, in protecting those rights.

14. Records, audit trail and evidence

14.1 Subject to scope, MeetingPal will produce electronic reports reflecting Platform events, attendance states, configured entitlements, ballots and results. Reports are evidence of what the Platform recorded, not a legal opinion or independent certification.

14.2 The Client shall review reports promptly and notify MeetingPal of a specific apparent discrepancy within 5 business days, or before public certification if earlier. MeetingPal shall preserve and investigate relevant logs reasonably available to it.

14.3 The official minutes are the Client’s record and require approval under the Governance Documents. Automated transcription or AI-assisted minutes may contain errors and must be reviewed against the recording and source documents.

14.4 MeetingPal may withhold granular vote data where disclosure would defeat configured secrecy, breach privacy, compromise security or conflict with lawful instructions. The Client remains responsible for responding to PAIA, POPIA, member and regulator requests.

14.5 Where an independent audit or recount is required, the Parties shall agree scope, access controls, confidentiality and fees. MeetingPal will cooperate but does not appoint or replace the Client’s auditor or scrutineer.

14.6 Reports, explanations, configuration observations and other deliverables are prepared for the Client and the stated Meeting purpose using the information and instructions supplied. Unless MeetingPal expressly agrees in writing, no third party may treat them as legal advice, an assurance engagement, an audit opinion or an independent determination of governance compliance. Distribution by the Client does not enlarge MeetingPal’s duty or liability to the recipient.

14.7 Unless the Meeting Order Form states otherwise, authorised Client users will have direct online access to the Meeting records made available through the Platform for 6 months after the Meeting. Thereafter MeetingPal may move the records to secure archive storage; retrieval, restoration or extended access may attract the disclosed archive fee. This access period does not alter the Client’s duty to export and retain its official records or MeetingPal’s right and obligation to preserve, restrict or delete data under law and clause 12.

15. Fees, payment and changes

15.1 Fees, deposits, taxes, travel, accommodation, third-party charges, overtime, rush fees, adjournment fees, reconvened-meeting fees and cancellation terms are stated in the Meeting Order Form or current rate schedule.

15.2 Where travel is required, chargeable personnel time may include reasonable travel time in addition to mileage, transport, accommodation, meals, parking, tolls and other agreed or reasonably incurred disbursements. The quotation should identify the applicable travel-time rate or charging basis.

15.3 Unless otherwise agreed, final invoices may reflect actual meeting duration, personnel time, after-hours work, adjournments, data remediation, added Participants, changed scope and additional deliverables.

15.4 Invoices are payable within the stated period without deduction or set-off. MeetingPal may require payment before configuration or access and may suspend future Services for overdue amounts after notice.

15.5 A postponed, adjourned, aborted or reconvened Meeting is not the same service event. Preparation and personnel time already incurred remain payable, with any platform treatment governed by the accepted quotation or rate schedule.

15.6 A change to date, mode, Participant volume, rules, integrations, documents, support level or deliverables may require a revised quotation and schedule.

15.7 Except where Applicable Law provides otherwise, deposits, booked personnel, third-party commitments, completed preparation and activated Platform capacity are non-refundable. Any cancellation credit or charge must reflect the accepted quotation, work performed, capacity reserved and costs reasonably incurred.

15.8 Overdue amounts bear interest from due date to payment at the publicly quoted prime lending rate of MeetingPal’s principal South African banker plus 2 percentage points per annum, calculated daily and capitalised monthly, or the maximum lawful rate if lower. The Client is liable for reasonable collection costs recoverable by law.

15.9 A quotation is an estimate based on the information, volumes, assumptions, governance complexity, service hours and dependencies known when issued. Unless expressly stated as fixed, the final invoice may be adjusted to actual scale, effort, duration, travel, third-party cost and authorised change, as detailed in Schedule 1A.

15.10 A line item based on erfs, owners, members, voting interests or Participants is charged using the total eligible or potentially entitled population that MeetingPal must provision and configure, rather than only the number that ultimately attends, unless the quotation expressly states otherwise.

15.11 The Client shall review and query assumptions before accepting the quotation. Acceptance confirms that the Client understands the charging basis, dependencies and exclusions stated in the quotation, this Agreement and Schedule 1A.

15.12 All fees are exclusive of VAT unless expressly stated otherwise. Payments must be made in cleared funds, free of bank charges, set-off or deduction except where a deduction or withholding is required by law. Where lawful, the Client shall provide the relevant tax certificate and pay any additional amount necessary so that MeetingPal receives the net amount it would have received absent the required withholding, excluding taxes imposed on MeetingPal’s own net income.

15A. Cancellation and reduction of booked Services

15A.1 A cancellation, postponement to a date MeetingPal cannot accommodate, or material reduction in Platform capacity, booked personnel or other reserved Services after acceptance may attract a reasonable cancellation charge because MeetingPal reserves capacity, schedules Pals and incurs preparation and third-party costs in advance.

15A.2 Unless the accepted quotation states a different cancellation model, the following maximum scale applies to the affected booked Fees: (a) more than 60 calendar days before the Relevant Date: 10%; (b) 31 to 60 calendar days before the Relevant Date: 50%; and (c) 30 calendar days or fewer before the Relevant Date: 100%. The “Relevant Date” is the earliest scheduled activation, deployment, go-live or Meeting date for the affected Service.

15A.3 The charge is due on cancellation but remains subject to Applicable Law. Where the Consumer Protection Act applies, the charge shall not exceed a reasonable cancellation penalty determined with reference to the notice given, work performed, expenses and commitments incurred, reserved capacity, ability to reallocate resources, the nature and duration of the booking and other factors prescribed by law. MeetingPal shall reduce the scale where required to avoid an excessive penalty.

15A.4 A reduction in scope after acceptance is treated as cancellation only for the reduced portion. Fees for work already performed, non-cancellable third-party costs and capacity already activated remain payable in addition to any reasonable charge on the unperformed reserved portion, without double recovery.

15A.5 No cancellation charge applies where the Client terminates for MeetingPal’s uncured material breach under clause 20, or where Applicable Law requires otherwise. A change requested by the Client that MeetingPal accepts as a rescheduling rather than cancellation will be charged under the revised quotation and any irrecoverable costs.

15A.6 A separately scheduled consultation, training session, readiness review or support appointment may be cancelled or rescheduled without a session fee if MeetingPal receives at least 24 hours’ written notice. With shorter notice, or where the Client or required attendee fails to attend, MeetingPal may charge the booked time, subject to Applicable Law and any ability reasonably to reallocate the appointment. This paragraph does not replace the Meeting cancellation model in clauses 15A.1 to 15A.5.

15B. Optional prepaid support-hour packages

15B.1 This clause applies only where the Meeting Order Form expressly records a prepaid package of professional or operational support hours. It does not create an annual Platform licence, subscription, guaranteed response time or entitlement to priority capacity.

15B.2 The package must be paid in advance. Consultations and work remain subject to MeetingPal’s availability, applicable lead times, the stated user group and the agreed scope. MeetingPal may provide a usage statement showing hours used and the remaining balance on reasonable request.

15B.3 Time used beyond the prepaid balance, work outside scope and third-party costs are invoiced at the applicable rate. Unless the Meeting Order Form states otherwise, unused hours do not expire merely through lapse of time, but rates, service descriptions and scheduling policies may change prospectively.

15B.4 If the Client cancels the package, MeetingPal shall recalculate time already used at the ordinary undiscounted hourly rate applicable when the work was performed, deduct accrued fees and non-cancellable costs, and refund the positive unused balance. No refund is due for hours already used or where lawfully set off against overdue amounts.

15C. Managing agents, payment and change of managing agent

15C.1 This clause applies where a Managing Agent signs this Agreement or a Meeting Order Form, places an order, or gives instructions on behalf of a Community Scheme. The Managing Agent warrants that it holds a valid written mandate from the Community Scheme, including its management agreement and, where required, a resolution of the trustees or directors, authorising it to appoint MeetingPal and to incur the Fees, and shall provide a copy on request. If the Managing Agent did not have that authority, it is personally liable to MeetingPal for all Fees and for any loss MeetingPal suffers as a result.

15C.2 MeetingPal contracts with, takes instructions from and invoices the Managing Agent, and has no separate relationship with the Community Scheme except through the Managing Agent. The Managing Agent therefore binds itself, in its own name and as co-principal debtor with the Community Scheme, jointly and severally, for payment of all Fees, disbursements, interest and collection costs under this Agreement and every Meeting Order Form, and is responsible for ensuring that each invoice is paid in full by its due date, whether from the Community Scheme’s funds or otherwise. MeetingPal may claim payment from the Managing Agent, the Community Scheme or both, and need not first claim from the Community Scheme.

15C.3 The Community Scheme remains directly bound by this Agreement and liable for the Fees. The trustees or directors who sign Schedule 5 confirm that the Community Scheme has approved MeetingPal’s appointment and the Managing Agent’s authority. They sign on behalf of the Community Scheme only and do not incur personal liability by doing so, unless they separately agree to it in writing.

15C.4 If the Managing Agent’s mandate ends, or the Community Scheme appoints another managing agent: (a) the outgoing Managing Agent shall notify MeetingPal in writing within 5 Business Days, stating the effective date and the incoming managing agent’s details; (b) the outgoing Managing Agent remains liable for, and shall settle by their due dates, all invoices for Services ordered or performed up to the effective date, including invoices issued after that date for those Services; (c) before handing over the Community Scheme’s records and funds, the outgoing Managing Agent shall either pay those invoices or disclose them in writing to the trustees or directors and the incoming managing agent for payment, and disclosure does not release it from liability; (d) the change does not release the outgoing Managing Agent or the Community Scheme from any accrued liability, and does not cede or assign this Agreement to the incoming managing agent unless MeetingPal agrees in writing; and (e) MeetingPal may suspend further Services until all outstanding amounts are paid and the Community Scheme or the incoming managing agent has accepted this Agreement, or a replacement agreement, in writing.

16. Warranties and disclaimers

16.1 Each Party warrants that it has authority to enter into this Agreement. The Client further warrants that its instructions are lawful and authorised.

16.2 MeetingPal warrants that it will perform with reasonable skill and care. Except for this express warranty, the Services are provided without implied warranties to the maximum extent permitted by law. MeetingPal further warrants that it will perform all Data Loading completely and accurately in accordance with clause 6A.

16.3 MeetingPal does not warrant the substantive accuracy, legality or completeness of Client data or documents as supplied by the Client; the validity of notices, proxies, mandates, resolutions or appointments; the identity or authority of Participants; the correctness of Client-certified formulas or exclusions; quorum; procedural fairness; or legal validity of any Meeting or outcome.

16.4 No report, dashboard, invitation, authentication event, recording or result is by itself conclusive proof of legal entitlement, identity, authority, attendance, quorum or validity unless Applicable Law and the Client’s governance process make it so.

16.5 Nothing in this Agreement excludes, limits or waives a right or remedy under the Consumer Protection Act 68 of 2008 or other Applicable Law to the extent that it applies and cannot lawfully be excluded, limited or waived. Any affected provision must be read down accordingly.

17. Indemnities

17.1 The Client indemnifies MeetingPal and its personnel against third-party claims, losses and reasonable costs arising from: inaccurate, incomplete, late or unlawful Client data as supplied by the Client (excluding a Loading Error); an invalid or unauthorised proxy or representative; wrongful inclusion, exclusion, suspension or weighting; defective notice, agenda or resolution; a governance ruling or instruction; Client-provided content; venue/AV/network failure; or the Client’s breach of law or this Agreement, except to the extent caused by a Loading Error or MeetingPal’s proven breach, gross negligence or wilful misconduct.

17.2 MeetingPal indemnifies the Client against a third-party claim that the unmodified Platform infringes South African intellectual-property rights, subject to prompt notice, control of defence and reasonable cooperation. MeetingPal may modify, replace or terminate the affected component and refund prepaid unused fees as the exclusive remedy.

17.3 Neither indemnity applies to the extent the indemnified party caused or materially contributed to the loss or failed reasonably to mitigate it.

18. Limitation of liability

18.1 Neither Party is liable for indirect, special, incidental, punitive or consequential loss, or loss of profit, revenue, goodwill, anticipated savings or opportunity, whether in contract, delict or otherwise, except where such exclusion is prohibited by law.

18.2 MeetingPal’s aggregate liability arising from a particular Meeting shall not exceed the fees paid or payable for that Meeting; and its aggregate liability in any rolling 12-month period shall not exceed the fees paid under this Agreement in that period.

18.3 The cap does not apply to fraud, wilful misconduct, gross negligence to the extent it cannot lawfully be limited, death or personal injury caused by negligence, or liability that Applicable Law prohibits from being limited.

18.4 MeetingPal is not liable for a disputed or invalid Meeting outcome resulting from the Client’s reserved decisions or certified inputs, even if the Platform correctly implemented them. This clause does not apply to a Loading Error.

18.5 The Client must take reasonable steps to mitigate loss, including timely testing, prompt notification to MeetingPal of required data corrections, use of backup connectivity and devices, and pausing or adjourning where integrity is materially at risk.

19. Force majeure and third-party dependencies

19.1 A Party is not liable for delay or failure caused by events beyond reasonable control, including widespread telecommunications or cloud failure, load-shedding beyond agreed backup capability, natural disaster, civil disorder, government action, cyberattack despite reasonable safeguards or failure of a critical third party.

19.2 The affected Party shall, where reasonably practicable, notify the other in writing within 2 business days after becoming aware of the event, giving available details of its nature, likely duration and expected effect. Failure to notify within that period does not remove the relief but may make the affected Party responsible for avoidable loss caused solely by the late notice.

19.3 The affected Party shall mitigate reasonably, keep the other appropriately informed and resume performance when practicable. The Chairperson and Client decide whether a Meeting continues or is reconvened.

19.4 If force majeure prevents the Meeting for more than 30 days, either Party may terminate the affected Meeting Order Form, but fees for work performed and non-cancellable costs remain payable.

20. Term, suspension and termination

20.1 This Agreement starts on the Effective Date and continues for the stated term. Each Meeting Order Form may have its own service period.

20.2 Either Party may terminate for a material breach not remedied within 10 business days after written notice, or immediately for insolvency, illegality, serious security risk, fraud or wilful misconduct.

20.3 MeetingPal may suspend affected Services for non-payment, missing certification, unlawful instructions, security threats, abusive conduct or material scope changes, after notice where practicable.

20.4 MeetingPal may terminate an affected Meeting Order Form on reasonable written notice where a material conflict of interest, loss of a critical dependency, sustained breakdown in Client cooperation or other objectively reasonable operational circumstance makes continued performance impracticable. MeetingPal shall not exercise this right arbitrarily or withdraw during a live Meeting unless continuation would be unlawful, unsafe or materially compromise security or meeting integrity. The Client remains liable for work performed and non-cancellable costs, and MeetingPal shall refund any positive balance of prepaid Fees attributable to Services not performed.

20.5 Termination does not affect accrued fees, confidentiality, data protection, records, indemnities, liability limits, dispute resolution or provisions intended to survive.

20.6 On termination, MeetingPal shall make agreed exportable Client records available for 10 business days, or the longer period stated in the Meeting Order Form or required by law, subject to payment and lawful retention. If the Client requests an export within that period, MeetingPal shall use commercially reasonable efforts to provide the then-current exportable copy within 30 days, and may charge reasonable retrieval or archive costs disclosed in advance. MeetingPal may thereafter securely delete or archive the records under its retention policy.

21. Disputes and governing law

21.1 The Parties shall first escalate a dispute to a senior representative of each Party for good-faith resolution within 10 business days.

21.2 If unresolved, either Party may propose confidential mediation. If mediation is not accepted within 5 business days or does not resolve the dispute within 15 business days after appointment of the mediator, the dispute shall, subject to this clause, be finally resolved by confidential arbitration administered by the Arbitration Foundation of Southern Africa (“AFSA”) under its Domestic Commercial Rules then in force.

21.3 The arbitration shall be conducted in English by one arbitrator appointed under the AFSA rules, seated in Pretoria, Gauteng, unless the Parties agree otherwise. Where reasonably practicable, the arbitrator should have at least 10 years’ appropriate experience: a chartered accountant or suitably qualified financial professional for a predominantly accounting dispute; a practising senior attorney or counsel for a predominantly legal dispute; or a suitably experienced technology, governance or meeting professional for another dispute. The arbitrator may conduct proceedings remotely, grant interim relief, determine costs and issue a written reasoned award. The award is final and binding and may be made an order of a court with jurisdiction.

21.4 Nothing prevents a Party from seeking urgent interim or interdictory relief, preserving evidence, enforcing confidentiality or intellectual-property rights, pursuing an undisputed debt in a court, or approaching a regulator, ombud, tribunal or court where a statutory right cannot lawfully be subjected to arbitration.

21.5 This Agreement is governed by South African law. Subject to the arbitration provision, the Parties consent to the jurisdiction of the South African courts, including for enforcement of an award.

21.6 A dispute about the Meeting’s governance or outcome is primarily between the Client and its members or Participants. MeetingPal may provide records and factual evidence but is not required to adjudicate the dispute.

21.7 A written demand for arbitration is intended to constitute legal process for interruption of prescription to the extent permitted by the Prescription Act 68 of 1969. This dispute clause survives termination.

22. General

22.1 Notices shall be sent to the addresses in the Contract Particulars. An email is deemed received on the first business day after transmission if no delivery-failure notice is received, but a notice of breach, termination or legal process should also request acknowledgement of receipt. A couriered notice is deemed received on recorded delivery.

22.2 Neither Party may cede, delegate, novate or assign this Agreement without prior written consent, not unreasonably withheld, except that MeetingPal may transfer it on written notice to an affiliate, successor in a bona fide reorganisation, or purchaser of substantially all of the relevant business, provided that the transferee assumes MeetingPal’s obligations.

22.3 The Client acknowledges that MeetingPal may subcontract hosting, communications, technical support, transcription, logistics and other components of the Services. MeetingPal remains responsible for subcontracted performance to the extent stated in this Agreement and shall impose appropriate confidentiality, security and POPIA operator obligations.

22.4 MeetingPal is an independent contractor. Nothing creates partnership, agency, employment, fiduciary duty or authority to bind the Client.

22.5 Except for permitted indemnified persons, licensors, subcontractors or a lawful successor where a provision expressly benefits them, no person who is not a Party acquires an independent right to enforce this Agreement.

22.6 No amendment or waiver is effective unless in writing and authorised. A waiver applies only to the specific Party, right and circumstances identified and is not a continuing waiver. Contractual and legal rights and remedies are cumulative unless expressly stated to be exclusive.

22.7 If a provision is unenforceable, it shall be severed or read down to the minimum extent, and the remainder continues.

22.8 This Agreement and accepted Meeting Order Forms constitute the entire agreement on the Services and supersede prior proposals or statements on the same subject.

22.9 The Agreement may be signed electronically and in counterparts. A data message or electronic signature may evidence agreement to the extent permitted by law. The Client, and any Managing Agent acting for it, may also accept this Agreement by signing, or accepting online, a MeetingPal mandate form that incorporates this Agreement by reference. That acceptance binds the accepting party as if it had signed Schedule 5.

Schedule 1 — Meeting Order Form

Schedule 1A — Scope and Charges Model

Purpose and core pricing principle

MeetingPal’s pricing is intended to be transparent, proportionate and aligned with the effort, scale, governance complexity and operational risk of each Meeting. Each quoted line item is ordinarily calculated using one or both of the following measurable drivers:

• Units of effort: the estimated or actual hours reasonably required to prepare, configure, test, facilitate, support, reconcile and report on the Meeting.
• Scale and capacity: the total number of erfs, owners, members, voting interests, potential Participants, invitations or other population that must be configured, secured and capable of being accommodated.

The Meeting Order Form and quotation must identify the applicable quantities, rates, estimated hours and assumptions. Where actual effort, duration or scale differs from the estimate, clause 15 applies.

1. Platform

The Platform charge is the core charge for making the MeetingPal system available for the Meeting. Subject to the selected configuration, it includes:

• the electronic voting engine, including voting in number and value where the Client certifies that these methods apply;
• loading and configuration of voting weights, categories, thresholds and resolution-specific eligibility from the Certified Meeting Data Pack;
• proxy-management functionality and loading and assignment of Client-validated proxies;
• application of Client-certified suspension, default, arrears and participation statuses;
• attendance, quorum-support and voting dashboards based on the Client-certified formula and data;
• a Platform audit trail of material system actions, access events, ballot activity and results to the extent supported by the selected configuration; and
• standard attendance and voting reports specified in the Meeting Order Form.

The Platform charge does not mean that MeetingPal independently verifies the legal validity of the underlying data, voting rights, suspensions, proxies, quorum or results. Those responsibilities remain allocated under clauses 4 to 7.

2. Video call and virtual-meeting capacity

The video-call or virtual-meeting charge is ordinarily calculated using the total number of erfs, members, owners or potential voting interests entitled to receive access, rather than the number that is expected ultimately to attend.

MeetingPal must provision and reserve infrastructure capable of supporting the potential authorised population joining simultaneously. This capacity basis reduces the risk that an otherwise entitled Participant is unable to join because the service was configured only for predicted attendance or an undersized room limit.

The charge covers MeetingPal-controlled virtual-meeting capacity and associated Platform integration. It does not include a Participant’s device, electricity, data, local network, public internet, mobile service, or venue Wi-Fi unless expressly quoted, and never includes audio-visual equipment, which the Client provides under clause 4.8.

Provisioning capacity supports accessibility but is not an absolute guarantee that every Participant will connect successfully, because individual and third-party dependencies remain subject to clauses 8 to 10 and 19.

3. Setup and meeting preparation

Setup is charged according to the estimated or actual hours required to prepare the specific Meeting. It is a material professional and operational workstream, not merely a once-off software activation.

Depending on scope, setup may include:

• reviewing the supplied MOI, constitution, registered rules and other Governance Documents to identify configuration requirements and questions for Client determination;
• mapping the Client-approved quorum, number/value voting, participation quota, weighting, developer/founder rights, thresholds, proxy treatment and resolution-specific eligibility rules into the Platform;
• loading all Meeting data into the Platform, including the Voting Roll, Participant and contact details, participation quotas and weights, representatives, statuses and eligibility, and issuing the Loaded Data Verification Report under clause 6A;
• profiling and cleansing supplied data, including detecting duplicate erf or unit numbers, duplicate persons, missing identifiers, inconsistent contact details and apparently conflicting records;
• structuring co-ownership records and distinguishing the Client-validated primary duly authorised representative from secondary Participants;
• reconciling the supplied ownership data against Windeed, deeds-office extracts or other legal records where those sources are supplied or separately included in scope, without MeetingPal assuming legal ownership verification;
• identifying records that appear to involve companies, trusts, close corporations, estates or other legal entities and referring them to the Client for representative validation;
• checking whether a managing agent, staff member or other person appears against multiple voting interests and referring the position to the Client for proxy or authority confirmation;
• validating the technical format and deliverability of email addresses and contact details, while the Client remains responsible for their legal accuracy and currency;
• engaging with authorised Client staff, managing agents, auditors, attorneys or scrutineers to resolve configuration questions;
• loading proxies and pre-votes that the Client has verified and approved;
• configuring documents, agenda items, ballots, candidates, permissions, invitations and communications;
• performing internal quality checks, invitation tests, dry runs and agreed readiness checks; and
• maintaining the data-certification and post-certification change-control record, including loading every approved change.

For clarity, MeetingPal’s data validation in this line item is technical, structural and operational. Legal validation of ownership, duly authorised representatives, entity resolutions, proxies, suspensions, eligibility and governance interpretation remains the Client’s responsibility unless a separate written legal-verification service is expressly agreed and performed by an appropriately qualified person. MeetingPal is, however, responsible for all Data Loading and for the accuracy of the loaded data against the supplied and certified source data.

4. In-person support

Where included, in-person support is charged per MeetingPal representative (“Pal”) per hour for the booked service window and any authorised or reasonably necessary additional time.

Unless the quotation states otherwise, the booked time includes arrival at least one hour before the scheduled start to:

• prepare the MeetingPal support position and coordinate with the Client and venue team;
• assist with registration and selection of in-person attendance;
• help authorised attendees open their invitation, access the Platform and prepare their own device to vote; and
• identify access or data exceptions for decision by the authorised Client representative.

During the Meeting, Pals provide Platform assistance and troubleshooting. Only a Pal or other MeetingPal personnel may load a late proxy, correction or Participant change, and only after the Client or Chairperson has validated and authorised it in accordance with the Agreement and change log.

The recommended number of Pals depends on anticipated in-person attendance, venue layout, registration method, expected support needs, accessibility requirements, meeting complexity and the time available for registration. If actual attendance or support demand materially exceeds the quoted assumption, additional personnel or time is chargeable where supplied.

Booked support time continues through delays, late starts, adjournments on the day and extensions unless the Pal is formally released. Overtime, after-hours time and additional sessions are charged at the rates in the quotation or current rate schedule.

5. Virtual support

Where included, virtual support is charged per virtual Pal per hour for the booked service window and any authorised or reasonably necessary additional time.

Depending on scope, virtual support includes:

• assisting Participants with Platform access and basic connectivity, browser, microphone, camera, audio and video troubleshooting;
• operationally matching a Participant to the Client-certified Voting Roll and escalating identity, authority or eligibility discrepancies to the Client, without making the legal determination;
• monitoring and administering the Platform chat, raised-hand and speaking-request functions under the Chairperson’s directions;
• coordinating in real time with the onsite Pal team, authorised Client representative and Chairperson;
• helping ensure that online questions, objections, requests to speak and technical difficulties visible to MeetingPal are brought to the appropriate person’s attention; and
• supporting the orderly opening, monitoring and closing of ballots as directed by the Chairperson.

Virtual support promotes a controlled and inclusive environment but does not make MeetingPal responsible for chairing, moderation policy, legal identity verification, eligibility rulings, Participant conduct, or the quality of Participant-controlled connectivity and equipment.

6. Logistics and reimbursable expenses

Where MeetingPal personnel travel or remain away from their ordinary place of work, reasonable travel time is chargeable at the rate or basis stated in the quotation, and the Client shall reimburse necessary deployment costs stated in the quotation or supported by records, including:

• vehicle travel at the applicable Automobile Association rate or the rate stated in the quotation;
• airfare, car hire, tolls, parking and transfers at actual reasonable cost;
• accommodation where distance, timing, safety or the Meeting schedule reasonably requires it; and
• meals and incidental subsistence where justified by travel duration, timing or overnight deployment.

MeetingPal will charge logistics transparently using agreed rates or actual costs. Material unanticipated expenses should be approved in advance where practicable; emergency or safety-related expenditure reasonably incurred remains recoverable.

7. Assumptions, scope changes and final reconciliation

The final invoice shall identify material differences from the quotation where reasonably practicable. MeetingPal will not charge for correcting an error caused solely by MeetingPal’s failure to implement the certified instructions or by a Loading Error, but Client changes, corrected Client data, new instructions and work outside the accepted scope remain chargeable.

8. Intended outcome

The model is designed to provide a Meeting that is technically robust, operationally controlled, transparent and supported by defensible electronic records. Legal compliance and validity remain dependent on the Client properly performing its reserved governance responsibilities and providing accurate, complete and certified instructions.

Schedule 2 — Certified Meeting Data Pack

The Client must provide and certify, as applicable, for Data Loading by MeetingPal:

• final notice, agenda, resolution wording and supporting documents
• full Governance Documents and identified amendments
• record date and legally responsible decision-maker
• Voting Roll in prescribed template, including unique property/member identifiers
• primary duly authorised representative and clearly labelled secondary Participants
• validated contact details for each intended recipient
• ownership/member status and grouping of multiple interests
• for each member holding more than one interest, one consistently spelled name (preferably as registered in the deeds registry) and the same email address and mobile number of the member or its duly authorised representative across all of that member’s interests, excluding rental agents, tenants and other levy payers (clause 5.8)
• participation quotas, weighted rights, developer/founder votes and class rights
• good-standing, arrears, default and suspension status, with the precise consequence
• validated juristic entity, trust, estate and co-owner representatives
• validated proxies, substitutions, limits and directed voting instructions
• resolution-by-resolution eligibility/exclusion and threshold matrix
• quorum formula and proxy treatment
• candidate list, nomination status and eligibility
• permitted attendance, speaking and observation rights
• approved communications and support/escalation contacts
• privacy, recording and disclosure instructions
• manual votes or imported results, if separately approved
• named Chairperson, auditor/scrutineer and Authorised Client Representative

Client certification

The undersigned, duly authorised for the Client, certifies that: (a) the Certified Meeting Data Pack is complete, accurate, current, lawful and consistent with the Governance Documents; (b) all ownership, membership, representative, proxy, suspension, attendance, speaking, quorum and voting matters have been independently verified and approved by the Client; (c) MeetingPal may load the data, configure and operate the Services in reliance on it without examining underlying legal documents; and (d) all required POPIA notices, lawful bases and permissions are in place.

Change log after certification

Schedule 3 — Default service levels and incident protocol

Incident integrity protocol: preserve logs; record the time and affected function; inform the Chairperson; avoid changing certified entitlements without authority; identify any manual workaround separately; reconcile before certification; and record limitations in the final report.

Schedule 4 — Responsibility matrix

R = responsible; A = accountable; C = consulted; I = informed. Where A/R is shown, the same party is both accountable and responsible unless a separate professional appointment changes that allocation.

Schedule 5 — Acceptance and signatures

By signing, each signatory warrants authority to bind the relevant Party and acknowledges that MeetingPal is a facilitator and technology enabler, while the Client retains the legal and governance responsibilities expressly allocated to it. Where a Managing Agent signs, it does so in its own name and as agent for the Community Scheme, and accepts the payment and handover obligations in clause 15C. At least two trustees or directors should sign to confirm the Community Scheme’s approval of the appointment.

Additional signatories where a Managing Agent acts for the Community Scheme: