Master Service Agreement (MSA)

Version: 2.0
Effective Date: 20 February 2026
Governing Law: Republic of South Africa

🔰 Umbrella Contract ⚖️ Legally Binding 📋 7 Incorporated Policies 🔒 POPIA Compliant 💰 Payment Protection 🛡️ Liability Cap

📌 ELECTRONIC ACCEPTANCE IS LEGALLY BINDING:
Acceptance of this Agreement by ticking a checkbox, approving a quotation, making payment, or using any delivered system constitutes a valid and binding electronic signature under the Electronic Communications and Transactions Act (ECTA), 2002. No handwritten signature is required for enforceability.

This Master Service Agreement (“Agreement”) is the umbrella contract governing all services provided by Long Haul Technologies ("Company", "we", "us") to the customer identified in the accompanying application ("Client", "you").

⚠️ HIERARCHY RULE: This Agreement incorporates all policies listed in Section 3 below. In the event of any conflict between this Agreement and any incorporated policy, this Agreement prevails unless the incorporated policy explicitly states otherwise.

1. Definitions

In this Agreement, unless the context indicates otherwise:

"Acceptance" means Client's agreement to this Agreement through any of the methods described in Section 4.
"Client Data" means all content, information, materials, and data uploaded, submitted, or provided by Client or its users.
"Client Inputs" means all content, branding assets, user lists, approvals, access credentials, documentation, and any other materials required from Client to perform the Services.
"Deliverables" means the specific outputs, features, modules, and functionality explicitly listed in the accepted Scope.
"Incorporated Policies" means the seven (7) policy documents listed in Section 3, as updated from time to time.
"Long Haul IP" means all pre-existing and independently developed tools, libraries, frameworks, templates, methodologies, and software owned by Company.
"MSA" means this Master Service Agreement.
"POPIA" means the Protection of Personal Information Act, 2013 (South Africa).
"Scope" means the specific features, functions, and deliverables explicitly listed in the accepted quotation, proposal, or statement of work. Nothing is "implied" or "understood" – only what is written.
"Services" means the development, configuration, implementation, training, consulting, and related work described in the Scope.

2. Services & Scope

2.1 Company provides technology services including but not limited to:

Learning Management Systems (LMS) and e-learning platforms
Learning Management Information Systems (LMIS)
Exam and assessment platforms
Educational websites and portals
Custom software development
Hosting, domain registration, and infrastructure
Advisory services (including accreditation support)

🔍 SCOPE IS STRICTLY LIMITED TO WRITTEN DESCRIPTION:
The Scope of work is defined EXCLUSIVELY by the written quotation, proposal, or statement of work accepted by Client. Any features, functions, or deliverables NOT explicitly listed in writing are EXCLUDED.

2.2 Examples of what is EXCLUDED unless explicitly stated:

Third-party integrations not listed
Custom reporting not specified
Mobile apps (iOS/Android) not specified
Data migration beyond what's described
Training beyond specified hours
Content creation beyond specified pages/modules
Ongoing support beyond specified period

2.3 If Client believes something should be included but it is not written, Client must request it in writing before acceptance. After acceptance, any addition becomes a Change Request governed by the Project Delivery Policy.

3. Incorporated Policies

The following policies are incorporated into this Agreement by reference and form an integral part of the binding contract between the parties. By accepting this Agreement, Client acknowledges having read and agreed to all incorporated policies.

📋 General Terms & Conditions Core terms including Terms of Service, Website Terms, Disclaimer, IP Notice, and Client Responsibility provisions.

🔒 Privacy & Data Protection Policy POPIA compliance, Privacy Policy, Cookie Policy, and Data Security provisions.

💰 Payment Terms Payment & Billing, Refund & Cancellation, Late Payment & Suspension terms.

🚀 Project Delivery & Change Management Policy Change Requests, Project Delivery, Support, Timeline Rules, and Client Inputs.

⚠️ Acceptable Use Policy (AUP) Rules governing platform access and usage.

⚙️ Technology & Intellectual Property Terms IP ownership, Software Licensing, Source Code Access, White Label, and Third-Party Integrations.

📌 POLICY UPDATES: Company may update the Incorporated Policies from time to time. Updated versions will be posted on the Company's website. For existing engagements, the version in effect at Client's Acceptance applies unless otherwise agreed in writing. For renewals and new engagements, the then-current version applies.

4. Acceptance & Binding Effect

4.1 Client becomes legally bound by this Agreement through ANY of the following:

Submitting a project application and ticking the acceptance checkbox;
Approving a quotation or proposal by email, signature, or digital acceptance;
Making any payment to Company for Services (payment = acceptance);
Using or continuing to use any Deliverables provided by Company.

4.2 Client acknowledges that by proceeding with any of the above, Client has had the opportunity to review this Agreement and the Incorporated Policies, and agrees to be legally bound.

4.3 No variation or modification of this Agreement is effective unless confirmed in writing by a director of Company.

5. Fees & Payment

5.1 Fees are as stated in the quotation or invoice. All fees are exclusive of VAT unless stated otherwise.

5.2 Work does not commence until the required deposit/upfront payment is received.

5.3 Invoices are due within 14 days of invoice date unless otherwise agreed in writing.

5.4 Late payments incur interest at 2% per month (24% per annum) on the outstanding balance, compounded monthly. Client agrees to pay all reasonable collection costs, including legal fees.

⚠️ NON-PAYMENT CONSEQUENCES: Company may suspend Services and withhold Deliverables while any invoice remains unpaid. Continued non-payment may result in termination and data deletion as set out in Section 9.

5.1 Contract Term & Renewal

5.1.1 For once-off projects: This Agreement commences upon Acceptance and continues until project completion and final settlement.

5.1.2 For subscription services (hosting, maintenance, LMS/LMIS access, support retainers): The initial term is twelve (12) months unless otherwise stated. Subscriptions automatically renew for successive twelve (12) month periods unless Client provides written cancellation notice at least thirty (30) days before renewal.

5.1.3 Early termination by Client does not relieve Client of payment obligations for the remainder of the agreed term.

6. Delivery & Timeline Rules

⏱️ TIMELINE START RULE (NON-NEGOTIABLE):
The project timeline commences ONLY when ALL of the following conditions are satisfied:
1) Required deposit payment has cleared;
2) Scope has been confirmed in writing (quotation/proposal accepted);
3) ALL required Client Inputs have been received;
4) Any third-party access credentials or accounts required have been provided.

⏸️ TIMELINE PAUSE RULE:
If Client delays providing Client Inputs, approvals, feedback, access, or decisions, the timeline pauses until all required items are received. Company is not liable for delays caused by Client.

All timelines are estimates only, not guarantees, unless explicitly stated in writing as "Guaranteed Delivery Date." Detailed timeline provisions are set out in the Project Delivery & Change Management Policy.

7. Intellectual Property

🔐 CRITICAL IP DISTINCTION:
• Company owns: Long Haul IP, frameworks, reusable components, templates, architecture, and proprietary systems.
• Client owns: Client Data and custom code written exclusively for Client (subject to full payment).
• Client receives: A non-exclusive, non-transferable license to use Deliverables for internal business purposes only.

7.1 Client may NOT resell, sublicense, rent, distribute, reverse engineer, or use the Deliverables to build a competing product.

7.2 Detailed IP provisions, including Software Licensing, Source Code Access, and White Label terms, are set out in the Technology & Intellectual Property Terms.

8. Data Protection & POPIA

8.1 Company processes personal information in accordance with POPIA and the Privacy & Data Protection Policy.

8.2 Client represents and warrants that Client has obtained all necessary consents for personal information provided to Company and that Client's use of Services complies with all applicable laws.

8.3 Detailed data protection provisions, including data breach procedures and data subject rights, are set out in the Privacy & Data Protection Policy.

9. Suspension & Termination

9.1 Company may suspend access to Services or Deliverables immediately if:

Any invoice remains unpaid for more than 7 days past due;
Client breaches this Agreement or any Incorporated Policy;
Client's use of Services poses a security or legal risk.

9.2 If invoices remain unpaid for thirty (30) days after suspension, Company may permanently disable system access, terminate hosting services, and archive or delete Client Data in accordance with the Privacy & Data Protection Policy.

9.3 Upon termination, outstanding amounts remain payable. Payments for completed work are non-refundable as per the Payment Terms.

10. Data Export & Exit Provisions

10.1 Client retains ownership of Client Data as provided in Section 7.

📤 DATA EXPORT CONDITIONS:
Company will provide a data export upon termination ONLY if:
1) ALL outstanding amounts owed to Company are paid in full;
2) Client's request is submitted within thirty (30) days of termination;
3) Client pays a reasonable data extraction fee if the export requires significant effort.

10.2 If Client does not request data export within 30 days of termination, Company may permanently delete all Client Data without further notice.

11. Limitation of Liability

11.1 To the maximum extent permitted by law, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES.

💰 LIABILITY CAP:
COMPANY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT IS STRICTLY LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE EVENT.

11.2 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud, or wilful misconduct.

12. Indemnification

Client agrees to indemnify and hold harmless Company from any claims, damages, losses, and expenses arising out of:

Client Data or content provided by Client;
Client's use of Services in violation of this Agreement or applicable laws;
Client's failure to obtain necessary consents for personal information;
Third-party claims arising from Client's business operations.

13. Non-Solicitation

Client may not solicit or hire any Company employee, contractor, or consultant during the term of this Agreement and for a period of twelve (12) months thereafter. Breach of this clause triggers a liability to Company equal to twelve (12) months' compensation of the hired person.

14. Dispute Resolution

14.1 If a dispute arises, the parties will first attempt resolution in good faith within fourteen (14) days.

14.2 If unresolved, either party may refer the dispute to mediation administered by the African Centre for Dispute Settlement (ACDS).

14.3 If mediation fails, either party may pursue legal remedies in the courts of South Africa.

15. Governing Law & Legal Costs

15.1 This Agreement is governed by the laws of the Republic of South Africa.

15.2 The parties consent to the jurisdiction of the High Court of South Africa, Western Cape Division, or any court with equivalent jurisdiction.

⚖️ LEGAL COSTS:
Client is liable for all legal costs incurred by Company (on the attorney-and-own-client scale) in enforcing this Agreement, including collection costs and legal fees.

16. General Provisions

16.1 Entire Agreement: This Agreement, together with the Incorporated Policies, constitutes the entire agreement between the parties and supersedes all prior understandings.

16.2 Severability: If any provision is held invalid, the remaining provisions remain in force.

16.3 Waiver: No waiver of any term is effective unless in writing. Failure to enforce any right is not a waiver.

16.4 Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.

16.5 Notices: All legal notices must be in writing and sent to the addresses provided in the application or to legal@longhaultech.com.

16.6 Assignment: Client may not assign this Agreement without Company's prior written consent. Company may assign to any affiliate or successor.

17. Contact Information

Long Haul Technologies
Email: legal@longhaultech.com
Website: www.longhaultech.com
Physical Address: [Insert physical address for legal service of process]

Version 2.0 | Effective 20 February 2026
The official binding version of this Agreement is the version digitally accepted and stored at the time of Client Acceptance. For queries: legal@longhaultech.com

BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS, INCLUDING THE SEVEN (7) INCORPORATED POLICIES.