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# FLEXa Tenant Terms and Payment Liability
**Document ID:** FLX-ZA-TNT-TERMS-001
**Version:** 1.0
**Audience:** Tenant (venue operator)
**Market:** South Africa (ZA)
**Status:** Final, adopted 28 August 2026
**Effective from:** The effective date recorded at approval in the Operational Portal evidence record
---
## 1. Parties and structure
These terms govern the relationship between **The Sovereign Series (Pty) Ltd**, registration number 2026/072645/07 ("**FLEXa**"), and the venue operator identified in the Onboarding Schedule ("**the Tenant**", "**you**").
This agreement comprises, in order of precedence where they conflict:
1. the **Onboarding Schedule** for your business, recording your entity details, branches, pricing, responsible operator and commercial terms;
2. the **Tenant ZA Market Annex** (FLX-ZA-TNT-ANNX-001);
3. these Tenant Terms;
4. the **Tenant Operator Agreement** (FLX-ZA-TNT-OPAG-001), where you take the white-label access service;
5. the **Tenant Privacy Notice** (FLX-ZA-TNT-PRIV-001).
**You are contracting as a business.** Where your annual turnover or asset value equals or exceeds the threshold set by the Minister under section 5(2)(b) of the Consumer Protection Act 68 of 2008, that Act does not apply to this agreement. Where it does apply, nothing in this agreement limits your rights under it.
## 2. What FLEXa provides
2.1 **The platform.** Access to the FLEXa member network, the entitlement and credential service, the operator dashboard, entry and occupancy reporting, and settlement of member visits to your business.
2.2 **Entrance equipment.** Where the Onboarding Schedule provides for it, FLEXa reader equipment and, where applicable, a secure-side interface module, on the terms in clause 7.
2.3 **Integration.** FLEXa operates in one of the modes recorded in your Onboarding Schedule: standalone, where FLEXa makes the access decision and drives the barrier; peripheral, where FLEXa authenticates the member and **your existing access control panel authorises the entry**; or event mirroring. **The mode materially changes what each of us is responsible for**, and clause 8 sets out what changes.
2.4 **Member demand.** FLEXa introduces members to your venue on a pay-per-visit basis. **FLEXa gives no undertaking as to volume**, and no forecast given in discussion forms part of this agreement.
## 3. What you provide
3.1 Admission of a member holding a valid FLEXa entry, on the same terms as your other users, without discrimination as to facilities, hours or treatment except as recorded in your Onboarding Schedule.
3.2 Accurate, current pricing and branch information, and prompt notice of any change.
3.3 A safe, lawful and compliant venue, including all fire, building, occupational health and safety and accessibility obligations. **See clause 9, which is not a formality.**
3.4 A named **responsible operator** at each branch, being a natural person with authority to act on access and safety matters, recorded in the Onboarding Schedule and kept current.
3.5 Network connectivity, power and physical mounting positions for the equipment, as specified at commissioning.
## 4. Charges, settlement and reconciliation
4.1 **The commission rate**, the settlement cycle and the settlement account are recorded in the Tenant ZA Market Annex and the Onboarding Schedule.
4.2 A member visit is charged to the member at the price you have set, FLEXa deducts its commission, and the balance is settled to you.
4.3 **Reconciliation is by entry authority identifier.** Each visit carries a unique identifier that is consumed exactly once, across the whole network, whether or not the venue or the member's device was online. **This is the mechanism by which duplicate settlement is structurally impossible rather than merely unlikely**, and it is the record against which any query is resolved.
4.4 A remittance advice accompanies each settlement, itemised by branch, by day and by entry authority identifier.
4.5 **Disputes.** You must raise a settlement query within the period stated in the Market Annex. We will provide the underlying entry records, including the node's own signed record and, where available, the corresponding member device receipt. Where those two records disagree, we will tell you so rather than resolve it silently.
4.6 **Where an entry was authenticated by FLEXa and then refused by your panel** in peripheral mode, the member is not charged and the entry authority is released automatically. That entry does not settle to you.
## 5. Your payment liability
5.1 **Refunds and reversals.** Where a member is refunded for a visit at your venue for a reason attributable to you, including refusal of admission, closure, or a facility being unavailable, **the corresponding settlement is reversed** and set off against your next settlement.
5.2 **Chargebacks.** Where a payment is charged back to FLEXa and the underlying visit occurred at your venue, and the chargeback is attributable to you, the amount is set off against your next settlement.
5.3 **Negative balance.** Where set-off exceeds a settlement due, the shortfall becomes a debt payable to FLEXa within 14 days of invoice.
5.4 **Set-off.** FLEXa may set off any amount you owe under this agreement against any amount payable to you.
5.5 **Fraud and manipulated entries.** Where entries at your venue are shown to have been fabricated, or where entry records are suppressed, **FLEXa may withhold settlement of the affected amounts pending investigation** and may recover amounts already settled. FLEXa will tell you what it has found and give you a reasonable opportunity to respond before recovering.
5.6 **Taxes.** All amounts are stated exclusive of value-added tax unless said otherwise. Each party is responsible for its own tax obligations, and each must supply a valid tax invoice.
## 6. Data protection
6.1 **In the FLEXa member product, FLEXa is the responsible party** for member personal information, because FLEXa determines the purpose and means of processing. You receive only what clause 6 of the Member Privacy Notice permits, principally a venue-scoped identifier and the fact and time of entry.
6.2 **In the white-label access service, you are the responsible party and FLEXa is the operator.** In that case the Tenant Operator Agreement applies and is mandatory. It is a written operator agreement for the purposes of section 21(2) of POPIA.
6.3 **You must not attempt to re-identify a member** from a venue-scoped identifier, or to combine FLEXa identifiers with another operator's records for that purpose.
6.4 You must register your own Information Officer with the Information Regulator. **FLEXa cannot do this for you and does not do it for you.**
6.5 Each party will notify the other without delay of any compromise of personal information affecting the other's data subjects.
## 7. Equipment
7.1 Equipment supplied by FLEXa **remains the property of FLEXa** unless the Onboarding Schedule records a sale. You may not move, modify, open or interfere with it.
7.2 You are responsible for the physical security of equipment at your premises, and for loss or damage other than fair wear and tear.
7.3 **FLEXa is integration-first.** Where your venue has an existing access control installation, FLEXa integrates with it and no new installation of security equipment occurs. Where new installation of security equipment is required, the Private Security Industry Regulation Act 56 of 2001 applies to the installer, and the work is performed only by an installer registered under that Act, appointed by FLEXa or by you; the installer and its registration number are recorded in the Onboarding Schedule and in your onboarding evidence pack.
7.4 On termination you must give FLEXa reasonable access to recover its equipment, and FLEXa must make good any damage caused in recovering it.
## 8. What changes in peripheral mode
Where your existing panel authorises entries, the following differ, and they are recorded here so that the difference is a known term of this agreement and not a later surprise.
| | Standalone | Peripheral |
|---|---|---|
| Who authorises entry | FLEXa | **Your panel** |
| Offline behaviour at the door | FLEXa's published progressive limits apply | **Your panel's offline behaviour applies**, and FLEXa's limits do not |
| Anti-passback and occupancy | FLEXa | **Your panel.** FLEXa figures become an estimate from its own reader events |
| Entry refused by the panel after FLEXa authentication | Not applicable | The member is not charged and the entry authority is released |
| Fire and egress interlock | Your existing hardware, independent of FLEXa | Your existing hardware, independent of FLEXa |
## 9. Safety, egress and fire compliance
**This clause is drawn to your attention specifically.**
9.1 **FLEXa equipment controls entry. It does not control egress.** No FLEXa product, service, network connection or system availability is, or may be made, a condition of any person leaving your premises.
9.2 **You are responsible** for the fire compliance of every door and barrier assembly at your premises, for the fire alarm interlock, for the emergency release, for mechanical override, and for obtaining and maintaining all local authority approvals and the occupancy certificate. This responsibility is yours as owner or occupier and is not transferred to FLEXa by the supply or installation of equipment.
9.3 You must ensure that every barrier at which FLEXa equipment is installed **frees on power failure and on fire alarm activation**, and that every escape route is capable of being opened easily and rapidly from the inside without power, without a credential and without a network connection.
9.4 You must maintain an accessible lane at every FLEXa-equipped entrance, compliant with the applicable national standard for facilities for persons with disabilities.
9.5 **You must not deploy FLEXa equipment on an egress leaf**, and you must tell FLEXa immediately if you become aware that it has been.
9.6 **Occupancy figures reported by FLEXa are an estimate and are not a life-safety instrument.** They may not be relied on as a muster roll, and FLEXa gives no warranty as to their accuracy for that purpose. Where your venue has monitored egress and anti-tailgating hardware, FLEXa will say so and the estimate improves; it does not become a fire-safety record.
## 10. Service levels and availability
10.1 Target availability, response times and the published progressive offline limits are in the Tenant ZA Market Annex.
10.2 **FLEXa does not warrant uninterrupted service.** The architecture is designed so that a FLEXa outage does not close your door, within the published limits.
10.3 Planned maintenance will be notified in advance where practicable.
## 11. Warranties and indemnities
11.1 Each party warrants that it has the authority to enter into this agreement and will comply with applicable law.
11.2 FLEXa warrants that it will provide the platform with reasonable skill and care, and that equipment supplied will be free from material defect in materials and workmanship for the period stated in the Market Annex.
11.3 **You indemnify FLEXa** against claims arising from the condition or operation of your premises, from your breach of clause 9, and from your instructions where FLEXa has followed them.
11.4 **FLEXa indemnifies you** against claims that the FLEXa platform infringes a third party's intellectual property rights.
11.5 **Neither party excludes liability for death or personal injury caused by its negligence, for fraud, or for any liability that cannot lawfully be excluded.** Nothing in this agreement limits either party's obligations under section 61 of the Consumer Protection Act.
## 12. Limitation of liability
12.1 Subject to clause 11.5, **each party's total liability under this agreement in any twelve-month period is limited to the total commission FLEXa earned from your venues in the twelve months preceding the claim**, or R50,000, whichever is the greater.
12.2 Subject to clause 11.5, **neither party is liable for indirect or consequential loss, loss of profit, loss of business, or loss of anticipated saving.**
## 13. Confidentiality and intellectual property
13.1 Each party will keep the other's confidential information confidential and use it only for this agreement.
13.2 **All intellectual property in the FLEXa platform, the entry protocol, the equipment and the FLEXa marks remains with FLEXa.** You receive a non-exclusive, non-transferable licence to use the platform for the term.
13.3 Your customer data and your business information remain yours.
13.4 Neither party may use the other's name or marks publicly without written consent, except that FLEXa may list you as a participating venue in the member application and in the venue register.
## 14. Term, suspension and termination
14.1 This agreement runs from the effective date until terminated. **There is no minimum term.**
14.2 Either party may terminate for convenience on 30 days' written notice.
14.3 Either party may terminate immediately on written notice where the other commits a material breach not remedied within 14 days of notice, becomes insolvent, or is subject to business rescue or liquidation.
14.4 **FLEXa may suspend a venue immediately** where there is a credible safety concern, where clause 9 has been breached, where entry records indicate fabrication or suppression, or where required by a regulator or authority. FLEXa will tell you why.
14.5 On termination: outstanding settlements are paid net of set-off; FLEXa equipment is recovered; each party returns or destroys the other's confidential information; and FLEXa continues to hold records for the retention periods stated in the Privacy Notice.
14.6 **Members are told promptly** when a venue leaves the network.
## 15. General
15.1 **Governing law** is that of the Republic of South Africa, and the South African courts have jurisdiction.
15.2 **No exclusivity.** Neither party is restricted from contracting with competitors, and nothing in this agreement requires you to deal with FLEXa exclusively.
15.3 **Independent contractors.** Nothing creates a partnership, joint venture, employment or agency relationship, except that FLEXa acts as your agent for the limited purpose of collecting visit payments on your behalf.
15.4 **Variation** must be in writing. FLEXa may vary the Market Annex on 30 days' written notice; if a variation to the commission rate or settlement cycle is unacceptable to you, you may terminate before it takes effect.
15.5 **Cession.** Neither party may cede or assign without the other's consent, not to be unreasonably withheld, except to a successor in title.
15.6 **Notices** are given in writing to the addresses in the Onboarding Schedule, and email is sufficient.
15.7 **Whole agreement.** The documents listed in clause 1 are the whole agreement and supersede prior discussions.
15.8 **Electronic acceptance and signature.** This agreement and the Onboarding Schedule may be accepted electronically, by a verified-profile electronic signature or by an authorised signatory typing their full name, which is accepted only where it matches the signatory's verified identity ignoring differences in spacing. Acceptance is valid under sections 11, 13(2), 22 and 24 of the Electronic Communications and Transactions Act 25 of 2002, is bound to the exact document identifiers, versions and content hashes accepted, and is recorded in an append-only acceptance register with the UTC time and the technical evidence of the request.
---
## Document control
| Field | Value |
|---|---|
| Document ID | FLX-ZA-TNT-TERMS-001 |
| Version | 1.0, Final |
| Audience / market | Tenant / ZA |
| Prepared by | Kgotlaetsogile Tiro, Chief Executive Officer and Director |
| Legal review reference | [EXECUTION: recorded in the evidence record at registration] |
| Approved by | [EXECUTION: approver identity, recorded at approval] |
| Approved at (UTC) | [EXECUTION] |
| Effective from | [EXECUTION: stamped at approval] |
| Content SHA-256 | Computed by the Operational Portal on upload |
---
**The Sovereign Series (Pty) Ltd** · Registration number 2026/072645/07 · Income tax reference 9087766292
1st Floor, Masingita House, 41 West Street, Houghton Estate, Johannesburg, 2198# FLEXa Tenant Privacy Notice
**Document ID:** FLX-ZA-TNT-PRIV-001
**Version:** 1.0
**Audience:** Tenant (venue operator)
**Market:** South Africa (ZA)
**Status:** Final, adopted 28 August 2026
**Effective from:** The effective date recorded at approval in the Operational Portal evidence record
**Statutory basis:** Protection of Personal Information Act 4 of 2013 ("POPIA")
---
## 1. Purpose and scope
This notice does two things.
**First**, it tells the natural persons who deal with FLEXa on your behalf — your directors, your responsible operators, your finance and support contacts — what we do with their personal information. FLEXa is the responsible party for that information.
**Second**, and more importantly for your compliance, **it sets out who is the responsible party and who is the operator for member personal information** in each of the two services FLEXa offers. Getting this wrong is the most common data protection error made by businesses in your position, and the consequence falls on you as well as on us.
## 2. The roles, stated plainly
| Service | Member personal information | Your role | FLEXa's role | Governing document |
|---|---|---|---|---|
| **FLEXa member network.** Members hold a FLEXa account and pay per visit from a FLEXa balance | FLEXa decides why and how it is processed: it holds the account, the balance, the entitlement and the entry record, and sets retention | You are a **recipient** of a limited data set | **Responsible party** | Member Privacy Notice (FLX-ZA-MBR-PRIV-001) |
| **White-label access service.** You decide who may enter, and FLEXa provides the access technology on your instruction | You decide why and how it is processed | **Responsible party** | **Operator** | Tenant Operator Agreement (FLX-ZA-TNT-OPAG-001), which is mandatory under section 21(2) of POPIA |
**If you take both services, both apply**, to their respective data sets, and the two must be kept operationally distinct.
## 3. What you receive about members, in the member network
You receive only what you need to admit a person and reconcile your revenue.
| Data element | Purpose |
|---|---|
| **A venue-scoped identifier**, unique to your business and meaningless outside it | So you can recognise a repeat visitor without learning who they are |
| The fact, date and time of entry, the branch and the entrance | Admission and reconciliation |
| The entitlement class | To apply your own facility rules |
| The entry authority identifier | Settlement reconciliation |
| A member's name and contact details | **Only** where your own access or safety obligations require it, and only where the member has been told |
**You must not attempt to re-identify a member** from the venue-scoped identifier, and you must not combine FLEXa identifiers with another operator's records for that purpose. This is a term of the Tenant Terms and it is also the basis on which the design is lawful.
## 4. What we process about your people
| What | Why | Lawful basis |
|---|---|---|
| Names, titles, business contact details of your directors, responsible operators and contacts | To operate the agreement, to know who may instruct us, and to reach a responsible person about a venue | Necessary to perform the contract, s11(1)(b); legitimate interest, s11(1)(f) |
| Identity and verification documents of directors and authorised signatories | Onboarding due diligence, and where required, statutory customer identification | Legal obligation, s11(1)(c); legitimate interest, s11(1)(f) |
| Banking details for settlement | To pay you | Necessary to perform the contract, s11(1)(b) |
| Portal login records, actions taken, approvals recorded | Security, audit and accountability | Legitimate interest, s11(1)(f); accountability under s8 |
| Correspondence and support records | To operate the relationship | Necessary to perform the contract, s11(1)(b) |
| Records of onboarding decisions and attestations | Regulatory accountability and evidence | Legal obligation, s11(1)(c); to establish or defend a right in law, s11(1)(d) |
**We do not process biometric information about your staff**, and FLEXa equipment does not capture any.
## 5. Who we share it with
| Recipient | What | Why |
|---|---|---|
| Our payment and settlement providers | Banking details and settlement instructions | To pay you |
| Our cloud and infrastructure providers | Hosted data, on our instruction only | To run the platform |
| Professional advisers, auditors and insurers | Only what is necessary, under confidentiality | Lawful operation of the business |
| Regulators, law enforcement and courts | Only what is lawfully required | Compulsion, or to establish or defend a right |
We do not sell your information and we do not share it for third-party marketing.
## 6. Where it is kept and cross-border transfer
Our primary databases are in South Africa. Where a processor outside South Africa is used, section 72 of POPIA applies and we rely on a binding written agreement providing protection substantially similar to POPIA, including a restriction on onward transfer. Our transfer register is available to you on request and is the same register referenced in the Member Privacy Notice.
## 7. Retention
| Record | Retained for |
|---|---|
| Contract, Onboarding Schedule and evidence pack | Seven years from termination |
| Settlement and payment records | Five years from the transaction |
| Identity and verification records | Five years from the end of the relationship |
| Portal audit and approval records | Seven years from the record |
| Support correspondence | 3 years |
Superseded versions are retained rather than deleted, so that the record shows what was in force on any past date.
## 8. Security
We apply the safeguards required by section 19 of POPIA. Portal access is individually authenticated, role-restricted and logged, and approvals are attributable to a named natural person. Where we act as your operator, the specific measures, sub-operator rules, breach notification obligations and audit rights are in the Tenant Operator Agreement.
**Where we become aware of a compromise affecting your data subjects, we will notify you immediately**, as section 21(2) of POPIA requires of an operator. The notification obligation to the Information Regulator and to the affected data subjects under section 22 then rests with the responsible party, which in the white-label service is you.
## 9. Your obligations, stated because they are yours and not ours
1. **Register your own Information Officer** with the Information Regulator. FLEXa cannot do this for you.
2. **Publish your own privacy notice** to the people whose information you process.
3. **Maintain a PAIA manual.**
4. Where you are the responsible party, **carry the section 22 notification duty** in the event of a compromise.
5. **Do not re-identify** members from venue-scoped identifiers.
6. Where you deploy any biometric access technology of your own alongside FLEXa, **section 26 of POPIA applies to you** and the consent-quality question is yours to answer. FLEXa's own design avoids it, which does not answer it for you.
## 10. Rights of the individuals concerned
The natural persons whose information is described in clause 4 have the rights set out in sections 23 to 25 of POPIA: to be told what we hold, to receive a copy, to have inaccurate or excessive information corrected or deleted, to object to processing based on legitimate interest, and to complain to the Regulator. Requests should be made to our Information Officer, whose details are in the Member Privacy Notice, clause 1.
## 11. Complaints
| | |
|---|---|
| FLEXa Information Officer | Kgotlaetsogile Tiro · info@sovereignseries.africa |
| Information Regulator (South Africa) | JD House, 27 Stiemens Street, Braamfontein, Johannesburg, 2001 |
| POPIA complaints | POPIAComplaints@inforegulator.org.za, or via the Regulator's eServices portal |
| General enquiries | enquiries@inforegulator.org.za · 010 023 5200 |
| Website | inforegulator.org.za |
## 12. Changes
We will publish any change here and, where material, notify you at least 20 business days before it takes effect.
---
## Document control
| Field | Value |
|---|---|
| Document ID | FLX-ZA-TNT-PRIV-001 |
| Version | 1.0, Final |
| Audience / market | Tenant / ZA |
| Prepared by | Kgotlaetsogile Tiro, Chief Executive Officer and Director |
| Legal review reference | [EXECUTION: recorded in the evidence record at registration] |
| Information Officer sign-off | [EXECUTION: recorded at registration] |
| Approved by | [EXECUTION: approver identity, recorded at approval] |
| Approved at (UTC) | [EXECUTION] |
| Effective from | [EXECUTION: stamped at approval] |
| Content SHA-256 | Computed by the Operational Portal on upload |
---
**The Sovereign Series (Pty) Ltd** · Registration number 2026/072645/07 · Income tax reference 9087766292
1st Floor, Masingita House, 41 West Street, Houghton Estate, Johannesburg, 2198# FLEXa Tenant ZA Market Annex
**Document ID:** FLX-ZA-TNT-ANNX-001
**Version:** 1.0
**Audience:** Tenant (venue operator)
**Market:** South Africa (ZA)
**Status:** Final, adopted 28 August 2026
**Effective from:** The effective date recorded at approval in the Operational Portal evidence record
**Forms part of:** FLX-ZA-TNT-TERMS-001
**Parameter basis:** Every value in this annex is adopted in the Parameters Decision Register, FLX-ZA-PRM-001
---
## 1. What this annex is
The Tenant Terms state the rules. **This annex states the commercial and operational values** for South Africa. A change to any value here requires a new version, fresh approval and a new preflight snapshot; values are not editable in place.
Where a value in your Onboarding Schedule differs from a value here, **the Onboarding Schedule governs for your business**, and the difference is recorded there deliberately rather than by omission.
## 2. Market parameters
| Parameter | Value |
|---|---|
| Market | South Africa |
| Currency | ZAR |
| Value-added tax | 15 per cent |
| Governing law | Republic of South Africa |
| Market policy version | `access-policy-2.2-za` |
## 3. Commercial terms
| Parameter | Value |
|---|---|
| **FLEXa commission** | 25 per cent of the visit price, excluding VAT |
| Minimum visit price | R50 |
| Maximum visit price | R500 |
| Who sets the visit price | **You**, per branch, within the range above |
| Price change notice you must give FLEXa | 10 business days |
| Exclusivity | **None.** Neither party is restricted from dealing with competitors |
| Minimum term | **None** |
| Termination for convenience | 30 days' written notice, either party |
## 4. Settlement
| Parameter | Value |
|---|---|
| Settlement cycle | Weekly, on Wednesday, for the week ending the preceding Sunday |
| Settlement method | Electronic funds transfer to the account in your Onboarding Schedule |
| Remittance advice | Issued with each settlement, itemised by branch, by day and by entry authority identifier |
| Reconciliation key | **Entry authority identifier.** Each is consumed exactly once across the network |
| Minimum settlement value | R500. Below this, the balance carries to the next cycle |
| Settlement query window | 10 business days from the remittance advice date |
| FLEXa response to a settlement query | 5 business days |
| Negative balance settlement | Payable within 14 days of invoice |
## 5. Service levels
| Measure | Target |
|---|---|
| Platform availability, monthly | 99.9 per cent |
| Operator dashboard availability | 99.5 per cent |
| Entrance equipment response, present to open | 400 milliseconds at the 95th percentile |
| Critical incident response, a venue cannot admit members | 1 hour |
| High incident response, degraded operation | 4 business hours |
| Standard support response | 1 business day |
| Support hours | 06:00 to 20:00, Monday to Sunday |
| Planned maintenance notice | 5 days where practicable |
| Equipment replacement, failed unit | 3 business days |
## 6. Published offline behaviour
**These values are contractual, not internal settings.** They are what your venue does when connectivity fails, and you are entitled to plan around them.
| Time since the venue last connected | Behaviour |
|---|---|
| Under 4 hours | Full policy. All entitlement classes admitted |
| 4 to 12 hours | Contractor and visitor classes suspended |
| 12 to 24 hours | Staff limited to assigned zones; privileged zones closed |
| 24 to 72 hours | Members holding a pre-funded entry authority only; elevated logging; you are notified |
| Over 72 hours | Entry suspended until connectivity is restored |
| **At every tier** | **Egress is unaffected. Exit never depends on FLEXa** |
**In peripheral integration mode these values do not apply.** Your panel's own offline behaviour governs. See Tenant Terms clause 8.
## 7. Integration
FLEXa is integration-first: where your venue has a working access control installation, FLEXa integrates with it rather than replacing it, and in most deployments **no new installation work occurs at all**.
| Mode | Availability | Who authorises entry |
|---|---|---|
| Standalone | Available | FLEXa |
| **OSDP peripheral**, v2.2.2 with Secure Channel | Available | Your existing panel |
| Wiegand bridge | Available only on the conditions in clause 8 | Your existing panel |
| Event mirroring, API or webhook | Available | FLEXa |
| Parameter | Value |
|---|---|
| Validated panel vendors at activation | Impro, Gallagher, Paxton. Further vendors are validated on demand |
| Panel integration lead time, new vendor | 8 weeks |
| Commissioning time, existing RS-485 bus | Under one hour per door |
## 8. Wiegand conditions
Wiegand is unencrypted and unauthenticated, and a credential number on the wire can be captured and replayed by inexpensive equipment. FLEXa will supply a Wiegand output **only** where all four of the following are recorded in your Onboarding Schedule:
1. the run is entirely on the secure side of the barrier and does not cross it;
2. the run is short and in conduit;
3. you have acknowledged in writing that the link is unprotected and that FLEXa's cryptographic assurances end at the reader head;
4. a retirement date to OSDP is recorded.
Where these cannot be met, the available option is standalone mode.
## 9. Equipment and installation
| Parameter | Value |
|---|---|
| Ownership | FLEXa, unless a sale is recorded in your Onboarding Schedule |
| Supply model | Reader equipment for up to two entrances per branch is included in the commission. Additional entrances are priced in the Onboarding Schedule |
| Warranty on supplied equipment | 12 months against defect in materials and workmanship |
| Power requirement | Power over Ethernet, or 12V direct current |
| Network requirement | Ethernet or Wi-Fi with internet egress; one cellular-capable unit per venue where fixed connectivity is unreliable |
| **Installation** | **Integration into your existing access control infrastructure is the default and involves no new installation.** Where new installation of security equipment is required, it is performed by an installer registered under the Private Security Industry Regulation Act 56 of 2001, appointed by FLEXa or by you, and the installer's registration number is recorded in your onboarding evidence pack |
| Fire compliance of the door assembly | **Your responsibility.** Tenant Terms clause 9 |
| Accessible lane at each equipped entrance | **Required** |
## 10. Data protection
| Parameter | Value |
|---|---|
| Member network: responsible party | FLEXa |
| White-label service: responsible party | **You**, with FLEXa as operator under FLX-ZA-TNT-OPAG-001 |
| Data residency, primary | South Africa |
| Cross-border transfer register | Available on request |
| Breach notification, FLEXa to you | Immediately on becoming aware, and in any event within 24 hours |
| Your Information Officer registration | **Your obligation** |
## 11. Insurance
| Cover | Party | Minimum |
|---|---|---|
| Public liability at the venue | You | R10,000,000 |
| Product liability for FLEXa equipment | FLEXa | R10,000,000 |
| Professional indemnity | FLEXa | R5,000,000 |
Certificates are exchanged at onboarding and on renewal.
## 12. Liability cap
| Parameter | Value |
|---|---|
| Cap, each party, per twelve months | The greater of the commission FLEXa earned from your venues in the preceding twelve months, or R50,000 |
| Excluded from the cap | Death or personal injury caused by negligence, fraud, and any liability that cannot lawfully be limited |
## 13. Change control
A change to any value in this annex requires a new version, approval by an authorised approver, a new effective date, 30 days' written notice to you, and inclusion in a new preflight snapshot in accordance with FLX-ZA-CTRL-001, together with a corresponding entry in the Parameters Decision Register. Where the change is to the commission rate or the settlement cycle, you may terminate before it takes effect.
---
## Document control
| Field | Value |
|---|---|
| Document ID | FLX-ZA-TNT-ANNX-001 |
| Version | 1.0, Final |
| Audience / market | Tenant / ZA |
| Prepared by | Kgotlaetsogile Tiro, Chief Executive Officer and Director |
| Legal review reference | [EXECUTION: recorded in the evidence record at registration] |
| Approved by | [EXECUTION: approver identity, recorded at approval] |
| Approved at (UTC) | [EXECUTION] |
| Effective from | [EXECUTION: stamped at approval] |
| Content SHA-256 | Computed by the Operational Portal on upload |
---
**The Sovereign Series (Pty) Ltd** · Registration number 2026/072645/07 · Income tax reference 9087766292
1st Floor, Masingita House, 41 West Street, Houghton Estate, Johannesburg, 2198
# FLEXa Tenant Operator Agreement
**Document ID:** FLX-ZA-TNT-OPAG-001
**Version:** 1.0
**Audience:** Tenant (venue operator)
**Market:** South Africa (ZA)
**Status:** Final, adopted 28 August 2026
**Effective from:** The effective date recorded at approval in the Operational Portal evidence record
**Statutory basis:** Sections 19, 20, 21 and 72 of the Protection of Personal Information Act 4 of 2013
---
## 1. Why this agreement exists
**Section 21(2) of POPIA requires a written contract** between a responsible party and an operator, obliging the operator to establish and maintain the security measures referred to in section 19. This document is that contract.
It applies **only to the white-label access service**, in which you determine the purpose and means of processing member or user personal information and FLEXa processes it on your instruction. It does not apply to the FLEXa member network, in which FLEXa is the responsible party and no operator relationship arises. Tenant Privacy Notice clause 2 sets out which service is which.
Where you take both services, this agreement governs the white-label data set only, and the two data sets are kept operationally distinct.
## 2. Parties and roles
| | |
|---|---|
| **Responsible party** | The Tenant identified in the Onboarding Schedule |
| **Operator** | The Sovereign Series (Pty) Ltd, registration number 2026/072645/07 |
FLEXa processes personal information **only on your documented instruction**, and does not come under your direct authority, which is the definition of an operator in section 1 of POPIA.
**If FLEXa determines a purpose of its own for any of this information, FLEXa becomes a responsible party for that purpose and this agreement does not cover it.** FLEXa will not do so without telling you first.
## 3. Subject matter and duration
| | |
|---|---|
| Subject matter | Provision of physical access control, credential issuance, entry decisioning, event recording and reporting at your venues |
| Duration | For the term of the Tenant Terms, and for the retention periods in clause 11 thereafter |
| Nature of processing | Collection, storage, organisation, retrieval, use, transmission, restriction and deletion, by automated means |
## 4. Purpose of processing
FLEXa processes the personal information solely to:
1. enrol and authenticate the persons you authorise to enter;
2. issue, validate and consume access credentials;
3. record entry and exit events;
4. apply your access policy, schedules and zones;
5. provide you with reporting, audit and occupancy information;
6. maintain the security, integrity and availability of the service;
7. meet a legal obligation to which FLEXa is subject, in which case FLEXa will inform you before processing unless the law prohibits it.
**Any other purpose requires your written instruction.**
## 5. Categories of data subjects and personal information
| Categories of data subjects | Categories of personal information |
|---|---|
| Your members or users | Identifier, name where you supply it, contact details where you supply it, entitlement, access scope, device identifier and public key, entry and exit events, venue, door and timestamp |
| Your staff | Name, role, employment status where you supply it, shift and zone assignment, entry and exit events |
| Your contractors | Name, work order reference, authorised dates and zones, entry and exit events |
| Your visitors | Name, host, approval, visit window, entry and exit events |
| Your administrators | Name, contact details, portal role, actions taken |
**FLEXa does not process biometric information under this agreement**, and FLEXa equipment does not capture any. Should you wish to introduce biometric access technology, section 26 of POPIA engages and the lawful basis is yours to establish; FLEXa will not process biometric information without a written instruction and a recorded basis under section 27 or section 33.
## 6. FLEXa's obligations
FLEXa will:
1. **process only on your documented instruction**, and treat the information as confidential (section 20);
2. **establish and maintain the security measures in section 19**, as detailed in clause 7;
3. **not disclose** the information unless required by law or in the course of proper performance of its duties;
4. ensure every person authorised to process is **subject to a confidentiality obligation**;
5. assist you, so far as reasonably practicable, in responding to data subject requests under sections 23 to 25, and in meeting your obligations under sections 19 to 22;
6. **notify you immediately** where there are reasonable grounds to believe that the personal information has been accessed or acquired by an unauthorised person (section 21(2));
7. make available the information reasonably necessary to demonstrate compliance with this agreement;
8. **return or delete** the information at the end of the term, as clause 11 provides.
## 7. Security measures
FLEXa maintains at least the following. These are stated specifically because a general undertaking to "apply appropriate measures" is not evidence of anything.
**Cryptographic**
- Credentials are signed by keys generated in, and non-exportable from, hardware-backed storage on the user's device.
- Credentials are single use and bound to a specific door, and are consumed on acceptance.
- Payloads are encrypted to the receiving equipment's public key.
- Equipment identity keys are held in a certified secure element and never leave it.
- Data is encrypted in transit and at rest.
**Access control**
- Individual named accounts, multi-factor authentication, role-based restriction and least privilege.
- All administrative actions logged and attributable to a natural person.
- Production access restricted, reviewed and revoked on role change.
**Equipment**
- Signed firmware with anti-rollback protection and verified boot.
- Local storage encrypted under a key sealed to the secure element.
- No full user profile stored at the door.
- Tamper detection with logged response.
**Integrity and audit**
- Entry records held in a tamper-evident, hash-chained form so that alteration or omission is detectable.
- Independent corroboration of entry records where a device receipt is available.
**Assurance**
- Independent security assessment before production deployment and thereafter at the interval in clause 9.
- Vulnerability management, patching and secure development practices.
- Documented incident response and business continuity procedures.
FLEXa reviews these measures at least annually and on any material change to the processing, and will not reduce them below the standard in force at the effective date.
## 8. Sub-operators
8.1 You give FLEXa **general written authorisation** to engage sub-operators for hosting, communications, monitoring and support.
8.2 FLEXa will maintain a current list of sub-operators, each with its role and country, and will make it available to you. The list at the effective date is:
| Sub-operator | Role | Country |
|---|---|---|
| Microsoft, Azure cloud services | Hosting and platform infrastructure, primary region South Africa | South Africa, with limited global support per the transfer register |
| Payfast (Pty) Ltd, trading as Payfast by Network | Payment processing | South Africa |
| BulkSMS | Message delivery for authentication and notification | South Africa |
| Microsoft 365 | Transactional email delivery | South Africa, with limited global support per the transfer register |
8.3 FLEXa will give you **30 days' notice** of any intended addition or replacement, and you may object on reasonable data protection grounds within that period. Where you object and the matter cannot be resolved, either party may terminate the affected service without penalty.
8.4 **FLEXa remains fully liable to you for the acts and omissions of its sub-operators**, and imposes on each, by written contract, obligations no less protective than those in this agreement.
## 9. Audit and assurance
9.1 FLEXa will provide, on request and not more than once in any twelve months unless a compromise has occurred, its current independent security assessment summary and its sub-operator list.
9.2 You may audit FLEXa's compliance with this agreement on 15 business days' written notice, at your cost, during business hours, subject to confidentiality and to reasonable measures protecting other customers' information. Where a compromise has occurred, this frequency and notice restriction does not apply.
9.3 FLEXa will commission an independent security assessment at least every 12 months and on any material architectural change.
## 10. Compromise notification
10.1 **FLEXa will notify you immediately** on establishing reasonable grounds to believe personal information processed under this agreement has been accessed or acquired by an unauthorised person. "Immediately" means without undue delay and in any event within 24 hours.
10.2 The notification will state, so far as known: what happened and when; the categories and approximate volume of personal information and data subjects affected; the likely consequences; the measures taken and proposed; and a contact point. Information not available at first notification is provided as it becomes available, without waiting for completeness.
10.3 **The obligation to notify the Information Regulator and affected data subjects under section 22 of POPIA rests with you as the responsible party.** FLEXa will provide the information and assistance you reasonably need to discharge it, promptly.
10.4 Neither party will make a public statement identifying the other in connection with a compromise without prior consultation, except where legally compelled.
## 11. Return and deletion
11.1 On termination, or on your written instruction, FLEXa will **return the personal information in a structured, commonly used, machine-readable format, and then delete its copies**, within 30 days.
11.2 FLEXa may retain information where and for as long as the law requires, and will tell you what it has retained and on what basis. Retained information remains subject to this agreement.
11.3 Backup copies are deleted on the ordinary backup expiry cycle, which is 35 days, and are not restored into production in the interim.
11.4 FLEXa will certify deletion in writing on request.
## 12. Cross-border transfer
12.1 Primary processing takes place **in South Africa**.
12.2 Where processing takes place outside South Africa, FLEXa will ensure that section 72 of POPIA is satisfied, relying on a binding written agreement with the recipient providing a level of protection substantially similar to POPIA's conditions and restricting onward transfer, and will record the recipient, the country and the ground relied upon in the transfer register.
12.3 **FLEXa will not transfer personal information processed under this agreement to a recipient outside South Africa without first informing you** and recording the section 72 ground.
## 13. Liability
13.1 Liability under this agreement is subject to the limitation in the Tenant Terms, **except** that the limitation does not apply to a party's liability arising from its own breach of POPIA, or to an administrative fine imposed on a party by reason of the other party's breach of this agreement.
13.2 Section 99 of POPIA gives a data subject a civil claim for damages on a strict-liability basis. Each party bears the consequences of its own conduct giving rise to such a claim, and will indemnify the other to that extent.
## 14. Precedence and general
14.1 **Where this agreement conflicts with the Tenant Terms on a data protection matter, this agreement governs.**
14.2 Governing law is that of the Republic of South Africa.
14.3 A variation must be in writing and signed by both parties, save that FLEXa may update the sub-operator list under clause 8.
14.4 This agreement terminates automatically when the Tenant Terms terminate and clause 11 has been performed.
---
## Signature
This agreement may be signed electronically under clause 15.8 of the Tenant Terms: by a verified-profile electronic signature, or by the signatory typing their full name, accepted only where it matches the signatory's verified identity ignoring differences in spacing, bound to this document's identifier, version and content hash, and recorded in the append-only acceptance register with the UTC time and request evidence.
**For the Tenant, as responsible party**
| | |
|---|---|
| Entity name | [EXECUTION: from the Onboarding Schedule] |
| Registration number | [EXECUTION] |
| Signatory name | [EXECUTION] |
| Capacity | [EXECUTION] |
| Signature | [EXECUTION: electronic signature per the acceptance register] |
| Date | [EXECUTION] |
**For The Sovereign Series (Pty) Ltd, as operator**
| | |
|---|---|
| Signatory name | [EXECUTION] |
| Capacity | [EXECUTION] |
| Signature | [EXECUTION: electronic signature per the acceptance register] |
| Date | [EXECUTION] |
---
## Document control
| Field | Value |
|---|---|
| Document ID | FLX-ZA-TNT-OPAG-001 |
| Version | 1.0, Final |
| Audience / market | Tenant / ZA |
| Prepared by | Kgotlaetsogile Tiro, Chief Executive Officer and Director |
| Legal review reference | [EXECUTION: recorded in the evidence record at registration] |
| Information Officer sign-off | [EXECUTION: recorded at registration] |
| Approved by | [EXECUTION: approver identity, recorded at approval] |
| Approved at (UTC) | [EXECUTION] |
| Effective from | [EXECUTION: stamped at approval] |
| Content SHA-256 | Computed by the Operational Portal on upload |
---
**The Sovereign Series (Pty) Ltd** · Registration number 2026/072645/07 · Income tax reference 9087766292
1st Floor, Masingita House, 41 West Street, Houghton Estate, Johannesburg, 2198
