Gebruiksvoorwaardes

1PART A: WEBSITE AND APPLICATION TERMS OF USE

1.1INTRODUCTION

1.2These Terms and Conditions (“Terms”) regulate access to and use of the yalla platform, including the website, mobile application, customer portal and all related digital services made available for buying, selling and trading livestock, agricultural goods, farm products, equipment, feed and fodder in South Africa.

1.3By accessing, browsing, registering for, listing on, purchasing through, logging into, subscribing to, signing electronically, making payment through or using the Platform, the User agrees to be bound by these Terms. If the User does not agree to these Terms, the User must not access or use the Platform.

1.4These Terms comprise three parts: Part A (Website and Application Terms of Use), Part B (Marketplace Terms and Conditions) and Part C (Returns and Refunds Policy). All three parts apply to Users of the Platform and should be read together.

1.5yalla is a marketplace that connects buyers and sellers. yalla is not a party to any sale concluded between a buyer and seller on the Platform, does not take possession of goods, does not act as anyone’s agent, and does not negotiate on anyone’s behalf. The buyer and seller contract directly with each other, and yalla provides the venue, trust layer and settlement rail through its third-party escrow partner.

2DEFINITIONS

Unless the context indicates otherwise, the words and expressions set out below shall have the meanings assigned to them hereunder and cognate expressions shall have a corresponding meaning, namely:

2.1“App” means any mobile application, progressive web application, mobile interface or app-based functionality made available by yalla for access to the Platform;

2.2“Applicable Laws” means all applicable laws, regulations, statutes, codes, standards, directives and legally binding requirements applicable in the Republic of South Africa including the Consumer Protection Act No. 68 of 2008 (“CPA”), the Protection of Personal Information Act No. 4 of 2013 (“POPIA”), the Electronic Communications and Transactions Act No. 25 of 2002 (“ECTA”), the National Environmental Management: Biodiversity Act No. 10 of 2004 (“NEMBA”), the Meat Safety Act No. 40 of 2000, the Animal Identification Act No. 6 of 2002, and any regulations relating to livestock movement, animal health and agricultural trade;

2.3“Business Day” means any day which is not a Saturday, Sunday or a public holiday in the RSA;

2.4“Buyer” means a registered User who purchases or intends to purchase Goods from a Seller through the Platform;

2.5“Dispute Window” means the 24 (twenty-four) hour period that starts when the Seller confirms, through the Platform, that the Goods have been handed over for delivery or collected by the Buyer, during which the Buyer may inspect the Goods and accept delivery or raise a dispute in respect of a Transaction;

2.6“Escrow” means the third-party escrow service provided by the Escrow Provider whereby funds are held securely on behalf of the parties to a Transaction until they are released or refunded in accordance with clause 24;

2.7“Escrow Provider” means TradeSafe, or such other licensed escrow provider as yalla may appoint from time to time, which holds Buyer funds in trust;

2.8“Farm Assurance” means yalla’s buyer protection product, built around Escrow settlement, providing protection for payments until the Buyer accepts delivery or the funds are otherwise released in accordance with these Terms;

2.9“Goods” means any livestock, animals, agricultural goods, farm products, feed, fodder, equipment, machinery, implements or other items listed for sale on the Platform;

2.10“Intellectual Property” means all intellectual property rights of any nature, whether registered or unregistered, including copyright, trade marks, trade names, service marks, domain names, software, source code, object code, APIs, databases, know-how, inventions, designs, patents, confidential information, trade secrets, data models, workflows, algorithms, reports, dashboards, documentation and proprietary processes;

2.11“Listing” means an advertisement or offer to sell Goods created by a Seller on the Platform;

2.12“Platform” means the Website, App, customer portal, listing forms, search tools, messaging system, transaction tools, verification tools, Escrow integration, payment tools, dispute resolution tools, ratings system, support channels, communications and related technology made available by yalla;

2.13“Platform Fee” means yalla’s service fee for the use of the Platform, worked out on the amount the Seller receives on an order and included in the listed price, as set out in clause 23;

2.14“RSA” means the Republic of South Africa;

2.15“Seller” means a registered User who lists Goods for sale on the Platform;

2.16“Services” means all services provided by yalla in connection with the Platform, including the marketplace, Listing publication, Buyer-Seller messaging, Escrow integration, transaction facilitation, identity verification, ratings and reviews, dispute mediation, customer support, notifications and account servicing;

2.17“Terms” means these terms and conditions of use of the Platform, as amended from time to time;

2.18“Transaction” means a sale and purchase of Goods concluded between a Buyer and Seller through the Platform;

2.19“User” means any person who accesses or uses the Platform, including Buyers, Sellers, browsers, registered account holders and service providers, and “Users” shall have a similar meaning as the context requires;

2.20“Website” means the yalla website at https://yallasa.co.za/ and any related website, landing page, web application, customer portal or online interface used for the Services; and

2.21“yalla” means the Platform operator, yalla Proprietary Limited (registration number: 2026/097649/07) or its successor entity;

3PURPOSE AND OBJECTIVES

3.1The purpose of these Terms is to regulate the Users’ access to and use of the Platform and Services.

3.2The Platform is a mobile-first agricultural marketplace connecting South African farmers, smallholders, livestock enthusiasts and agricultural suppliers. It enables Sellers to list livestock and agricultural goods, Buyers to browse and purchase, and provides Escrow-protected settlement for every Transaction. The market is open 24 (twenty-four) hours a day, 7 (seven) days a week.

3.3Listings, price information, category examples, search results and Platform content are provided for information and transaction facilitation only and do not constitute an offer, endorsement, verification, inspection or guarantee of any Goods by yalla. Any Transaction remains a direct contract between the Buyer and Seller, subject to yalla’s Escrow and Farm Assurance protections.

4BINDING NATURE OF TERMS

4.1The User’s acceptance of the Terms will be indicated by accessing, browsing, registering for, subscribing to, integrating with and/or using the Platform, which access, use and/or subscription will render these Terms binding upon the User.

4.2The User may also be required to accept specific consents, declarations, Seller terms, Buyer terms, Escrow terms, privacy notices and other agreements during registration, listing creation or checkout. Those specific documents will apply together with these Terms.

4.3If the User does not agree to these Terms, the User must not access or use the Platform.

5AMENDMENT OF TERMS

5.1These Terms, as amended by yalla from time to time, set out the basis on which the User may access and use the Platform and regulate the relationship between the Users and yalla in relation to the Platform.

5.2yalla may amend these Terms by publishing the amended version on the Platform or by otherwise notifying the User. Continued access to or use of the Platform after amendment constitutes acceptance of the amended Terms.

6ELIGIBILITY AND ACCOUNT REGISTRATION

6.1To register as a User on the Platform, a person must be at least 18 years of age, have legal capacity to enter into binding agreements, and be a resident of the RSA or conduct business in the RSA.

6.2The User must provide accurate, complete and current information when registering and using the Platform. A User registers with their name and email address. A User who sells, or is otherwise to be paid through the Platform, must also provide their full legal name, South African ID number (or, for a juristic person, its registration number), mobile telephone number, address and bank account details when setting up payouts; these are passed to the Escrow Provider, which may verify them, and a Seller’s Listings are not shown to Buyers until they have been provided. A Buyer provides a mobile telephone number and the delivery or collection details needed for each order at checkout.

6.3Registration is mandatory for both Buyers and Sellers. The Escrow system requires identified parties on both sides of a Transaction. This is not administrative friction, it is a core feature of the protection the Platform provides.

6.4The User must keep login credentials, passwords and account access secure and must immediately notify yalla of any unauthorised access, credential compromise or security incident. The User is responsible for all activity conducted through the User’s account.

6.5yalla may reject, suspend or terminate any registration or account where the User provides false or misleading information, fails verification, breaches these Terms, engages in fraudulent, illegal or harmful conduct, or where yalla determines in its sole discretion that continued access poses a risk to the Platform, other Users or yalla.

7PERMITTED AND PROHIBITED USES

7.1The Platform is provided for the purpose of legitimate agricultural trade, including the buying and selling of livestock, agricultural goods, farm products, equipment, feed and fodder in the RSA.

7.2The User must not:

7.2.1use the Platform for any unlawful purpose or in violation of Applicable Laws;

7.2.2submit false, misleading or inaccurate information in registration, Listings or communications;

7.2.3list or sell Goods that the User does not lawfully own or have authority to sell;

7.2.4list or sell prohibited, illegal, stolen, counterfeit or infringing items, or items that require permits or licences which the User does not hold;

7.2.5list or sell protected or endangered species in contravention of NEMBA or applicable wildlife legislation;

7.2.6use another person’s identity, registration details, bank account information or login credentials;

7.2.7circumvent, manipulate, interfere with or attempt to bypass the Platform’s security, verification, payment or Escrow systems; and/or

7.2.8engage in price manipulation, shill bidding, fake reviews, review fraud or collusion;

8PLATFORM COMMUNICATIONS

8.1The Platform includes in-app messaging functionality that enables Buyers and Sellers to communicate about Listings and negotiate Transactions. Users must use the Platform’s messaging system for all Transaction-related communications. No contact details are exchanged until a Transaction is agreed and funds are secured in Escrow.

8.2The User acknowledges that communications, messages, uploads, support requests and other information sent, stored and/or uploaded on or through the Platform may be processed by yalla for the purposes of providing, supporting, securing, improving and administering the Platform and Services.

8.3yalla may send Transaction-related communications, delivery confirmations, payment notifications, dispute notifications, support communications and service announcements by push notification, SMS, email or WhatsApp, subject to Applicable Laws.

9PLATFORM CONTENT AND MODIFICATIONS

9.1yalla reserves the right to make improvements, to change or to discontinue any aspect or feature of the Platform from time to time, as well as any information and/or content on the Platform, including category availability, fee structures and Services.

9.2yalla reserves the right to make use of the services of third parties to provide aspects of the Platform and Services, including the Escrow Provider, payment processors, hosting providers, verification providers, software providers, data processors and support providers.

9.3yalla may suspend, restrict or terminate access to the Platform or any part thereof for maintenance, security, technical, legal, regulatory or operational reasons, without liability to the User except to the extent required by Applicable Laws.

10LINKS

10.1Links from the Platform to any other website are provided for convenience only and do not imply affiliation with or endorsement by yalla of the other website.

10.2Any dealings that the User may have with linked websites, including advertisements found on the Platform, are solely between the User and the third-party website and the User waives any claims it might have against yalla in respect thereof.

10.3yalla does not assume any responsibility for the protection and privacy of any information which the User has provided while visiting third-party websites. The User should exercise caution when accessing such third-party websites.

10.4The User may not create a link to the Platform from a third-party website or document without yalla’s prior written consent.

10.5Third-Party Market Information: The Platform may display or link to market prices, auction results or other data published by third parties, which is shown as sourced from its owner. Such information is the property of the relevant third party, is provided for general information only, may be delayed, incomplete or inaccurate, and does not form part of any Listing or constitute advice, a valuation or a recommendation by yalla. yalla does not endorse, and is not affiliated with, the third-party source unless expressly stated. Users must not copy, extract or redistribute such information. yalla accepts no liability for any reliance on it, to the maximum extent permitted by Applicable Laws.

11PLATFORM SECURITY

yalla has put in place reasonable physical, electronic and procedural safeguards to secure material and information against loss, misuse, damage or modification and unauthorised access or disclosure.

12RATINGS AND REVIEWS

12.1After every completed Transaction, both the Buyer and the Seller will be invited to rate each other on their dealing experience. This is a rating of what the other party was like to trade with, not a rating of yalla or the payment process.

12.2Only Users who have completed a Transaction with each other, including a Transaction that was refunded, may rate each other. A rating is published on the rated User’s profile when it is submitted, and its author may edit it later. Ratings form part of the User’s trading reputation on the Platform.

12.3Users may not post ratings or reviews that are false, misleading, defamatory, offensive, harassing or in violation of these Terms. yalla reserves the right to remove ratings or reviews that breach these standards. The User who was rated may flag a rating that they believe breaches this clause, with a statement and supporting evidence, and yalla will decide whether to keep or remove it.

13DEVICES, CONNECTIVITY AND THIRD-PARTY SYSTEMS

The User acknowledges that the Platform may depend on mobile devices, browsers, operating systems, internet connectivity, SMS providers, WhatsApp providers, email providers, payment service providers, the Escrow Provider, verification providers, cloud infrastructure and other external dependencies.

PART B: MARKETPLACE TERMS AND CONDITIONS

14YALLA’S ROLE AS MARKETPLACE OPERATOR

14.1yalla operates a marketplace platform that connects Buyers and Sellers. The Buyer and Seller contract directly with each other for the sale and purchase of Goods. yalla is not a party to any such contract and is not the seller, buyer, agent, auctioneer or broker in any Transaction.

14.2yalla’s obligations are limited to: (a) operating and maintaining the Platform; (b) facilitating Buyer-Seller communication through the Platform; (c) integrating with and instructing the Escrow Provider; (d) enforcing Listing standards and these Terms; (e) mediating disputes between Buyers and Sellers under a published dispute policy and (f) providing customer support.

14.3yalla never receives, holds, routes or refunds a Buyer’s money. All payment and Escrow functions are performed by the Escrow Provider. This is a deliberate architectural choice with regulatory consequences that protects all parties.

15DIVISION OF RESPONSIBILITY

15.1The following division of responsibility applies to every Transaction:

15.1.1Lawful ownership: yalla does not verify, inspect or guarantee ownership. The Seller warrants lawful ownership of, or authority to sell, all Goods listed. The Buyer may request evidence of ownership before agreeing a price.

15.1.2Accuracy of the Listing: yalla reviews Listings for completeness and presentation quality only. The Seller is fully responsible for the accuracy of breed, age, weight, condition, quantity and all other details stated in the Listing. The Buyer inspects Goods on delivery.

15.1.3Brand marks and documentation: yalla does not check, hold or confirm brand marks, removal certificates or movement documentation. The Seller must comply with Applicable Laws and produce documents on request. The Buyer should request such documentation before agreeing a price.

15.1.4Animal health and disease: yalla does not assess animal health, welfare or disease status. The Seller declares health status and is bound by that declaration. The Buyer inspects within the Dispute Window.

15.1.5Transport and delivery: yalla does not arrange or provide transport unless separately agreed. The Seller arranges delivery or agrees collection with the Buyer. The Buyer confirms arrival through the Platform.

15.1.6Identity of counterparty: A Seller’s identity and bank details are captured when the Seller sets up payouts and are passed to the Escrow Provider, which may verify them. Sellers must register truthfully. Buyers trade with a counterparty whose details are on record.

15.1.7The money: yalla never holds funds. The Escrow Provider holds the Buyer’s payment and releases it to the Seller when the Buyer accepts delivery, or as otherwise set out in these Terms or determined through dispute resolution.

15.1.8Disputes: yalla mediates disputes as it may deem necessary and in accordance with these Terms. Both the Seller and the Buyer must provide evidence as required.

16SELLER OBLIGATIONS AND LISTING RULES

16.1By creating a Listing, the Seller warrants and undertakes that:

16.1.1the Seller is the lawful owner of the Goods listed or has express authority from the owner to sell them;

16.1.2all information in the Listing, including species, breed, age, weight, condition, quantity, location and price, is accurate, complete and not misleading;

16.1.3all photographs and images depict the actual Goods being offered, in their current condition, and are not stock photographs or images of different items;

16.1.4the Seller has all necessary permits, licences, removal certificates, health certificates, movement permits and other documentation required by Applicable Laws to sell and transport the Goods;

16.1.5the Goods are not stolen, counterfeit, encumbered by third-party rights, subject to legal process, prohibited or restricted under Applicable Laws;

16.1.6any health or disease declarations made in the Listing are accurate to the best of the Seller’s knowledge; and

16.1.7the Seller will deliver the Goods as described in the Listing and as agreed with the Buyer.

17LISTING STANDARDS

17.1Every Listing is reviewed before it goes live. yalla reviews Listings for completeness of information and quality of presentation. This is a publishing standard, not a verification of ownership, accuracy, quality or truth. yalla’s Listing review does not constitute inspection, verification, endorsement or approval of the Goods or the Seller.

17.2Listings must include: (a) species and breed; (b) age; (c) weight or count as applicable; (d) location to district level; (e) asking price; (f) condition notes; (g) clear, well-lit photographs showing the actual Goods from multiple angles and (h) any category-specific information required.

17.3Listings that do not meet the standards may be rejected, returned for amendment or removed. yalla will provide guidance on what is required before rejecting a Listing outright.

18LISTING MODEL AND PRICING

18.1yalla is a marketplace, not an auction house. Sellers list at a fixed asking price and Buyers may make offers through the Platform’s offer function and discuss them through in-app messaging. There is no timed bidding, no lot closing, no reserve and no auctioneer.

18.2Sellers list Goods free of charge. A Seller sets the amount they want to receive. The Escrow Provider’s escrow fee and the Platform Fee are added to that amount to make the listed price, as set out in clause 23, so the Seller receives the amount they set. Both fees and the listed price are shown to the Seller before they publish a Listing and before they accept or make an offer.

18.3Promoted or featured Listings, boosted visibility and premium placement may be offered for a fee. Such fees will be displayed before the Seller confirms the promotion.

19PROHIBITED ITEMS AND CATEGORIES

19.1The following items may not be listed or sold on the Platform:

19.1.1stolen, counterfeit or illegally obtained goods;

19.1.2protected or endangered species listed under NEMBA and relevant regulations, unless the Seller holds and produces valid permits;

19.1.3animals or products that are diseased, contaminated or pose a biosecurity risk;

19.1.4items that infringe intellectual property rights, including counterfeit branded equipment or products;

19.1.5weapons, explosives, hazardous materials or controlled substances;

19.1.6any item that is illegal to sell, possess or transport under Applicable Laws; and

19.1.7any item that yalla determines, in its sole discretion, is inappropriate for the Platform.

20LIQUOR PRODUCTS

20.1Liquor (including wine, spirits, gin and beer) may only be listed by a Seller who holds, and uploads before listing, a valid licence or registration under the Liquor Act 59 of 2003 and/or the applicable provincial liquor legislation, together with any required South African Revenue Service excise licence. The Seller warrants that the licence remains valid and permits the sale, distance sale and delivery concerned, and must notify yalla immediately if it lapses or is suspended.

20.2Liquor may not be sold or delivered to any person under the age of 18 years. The Seller (or its carrier) must verify the recipient's age by sighting an official identity document on delivery, and must refuse delivery if this is not possible or if the recipient appears intoxicated.

20.3The Seller is solely responsible for compliance with labelling, excise, trading-hours, transport and advertising requirements.

20.4yalla may restrict liquor Listings by province, remove any Listing, and suspend the category at its discretion. yalla does not verify licences and is not the seller or distributor of any liquor and it is not for sale to persons under the age of 18.

20.5Bulk wine, spirits or other unfinished liquor products may be listed only in the Vine to Wine category and sold only between Users who have each uploaded a valid liquor licence or registration and, where applicable, an excise licence. Such Goods may not be sold to consumers. The Seller warrants the accuracy of any cultivar, vintage or origin claim and its compliance with the Liquor Products Act No. 60 of 1989, applicable Wine and Spirit Board schemes, SAWIS reporting and excise requirements, including movement in bond.

21BUYER OBLIGATIONS AND PURCHASE TERMS

21.1The Buyer acknowledges and agrees that:

21.1.1the Buyer is responsible for conducting due diligence on the Goods and the Seller before agreeing a price, including requesting documentation, asking questions through in-app messaging and, if desired, arranging an independent inspection;

21.1.2the Buyer purchases Goods directly from the Seller and yalla makes no representation, warranty or guarantee regarding the Goods, their quality, condition, health, fitness for purpose, description accuracy, ownership or merchantability. yalla does not verify, inspect, or guarantee the Goods listed on the Platform. yalla reviews Listings for completeness and image quality only. All warranties regarding the Goods are made by the Seller directly to the Buyer, and yalla disclaims any warranty, express or implied, regarding the Goods. The Buyer’s own inspection upon delivery is the decisive check;

21.1.3yalla’s Listing review is a publishing standard only and does not constitute inspection, verification, endorsement or approval of the Goods or the Seller;

21.1.4the Buyer must inspect Goods on delivery and raise any dispute within the Dispute Window;

21.1.5the Buyer’s own judgement before purchase remains the decisive check, and Farm Assurance provides financial protection rather than a right of rejection for livestock that has been delivered; and

21.1.6the Buyer must arrange or accept delivery as agreed with the Seller and accept delivery through the Platform once satisfied with the Goods.

22HOW A TRANSACTION WORKS

22.1The typical Transaction flow is as follows:

22.1.1Step 1 - Listing: The Seller creates a Listing with photographs, breed, age, weight, quantity, location and price, and warrants lawful ownership. The Listing is reviewed and published.

22.1.2Step 2 - Enquiry: The Buyer enquires through in-app messaging or makes an offer through the Platform’s offer function and may request documentation. No contact details are exchanged at this stage.

22.1.3Step 3 - Payment: The Buyer and Seller agree a price, or the Buyer accepts the listed price. The Buyer checks out and pays the total shown at checkout into Escrow. The listed price already includes the escrow fee and the Platform Fee. The Seller receives written confirmation that funds are secured.

22.1.4Step 4 - Delivery: The Seller loads and delivers the Goods, or the Buyer collects them, as agreed. When the Goods leave the Seller or are collected, the Seller confirms the hand-over through the Platform and may upload proof of it, including transport and movement documentation where applicable.

22.1.5Step 5 - Inspection: The Seller’s confirmation of the hand-over opens the 24-hour Dispute Window. During it the Buyer inspects the Goods and either accepts delivery through the Platform or reports a problem to yalla from the order screen.

22.1.6Step 6 - Release: Funds are released when the Buyer accepts delivery, or as set out in clause 24. The Escrow Provider pays the amount the Seller set into the Seller’s wallet, from where it reaches the Seller’s bank account as set out in clause 23.8.

22.1.7Step 7 - Rating: Both parties are invited to rate each other on the Transaction.

23PAYMENT, ESCROW AND FARM ASSURANCE

23.1All payments for Goods purchased through the Platform are processed through the Escrow Provider. The Buyer pays into Escrow the total shown at checkout: the listed or agreed price, which already includes the escrow fee and the Platform Fee, less any bulk discount and plus any minimum service fee or payment fee described in clause 23.5.

23.2Payment methods accepted include EFT/bank transfer, instant EFT, Visa, Mastercard, the Buyer’s wallet balance and other methods supported by the Escrow Provider. Different payment methods may attract different processing fees, which will be displayed at checkout.

23.3Funds are held by the Escrow Provider, not by yalla. The Escrow Provider operates under Standard Bank oversight and funds are insured. yalla never receives, holds, routes or refunds Buyer funds.

23.4Fee Structure: A Seller sets the amount they want to receive. Two fees are added to it to make the listed price: the Escrow Provider’s escrow fee, for holding the Buyer’s money, and the Platform Fee, for the use of the Platform. The escrow fee is calculated as a percentage of everything the Buyer pays, the Platform Fee included. The Platform Fee is a reducing percentage of the amount the Seller receives on an order. Each part is charged at its own rate, so the fee never jumps at the edge of a band:

23.4.13% on the first R5,000;

23.4.22.5% on the part from R5,000 to R50,000;

23.4.32% on the part from R50,000 to R100,000;

23.4.41% on the part from R100,000 to R1,000,000; and

23.4.50.5% on every Rand above R1,000,000.

23.5A minimum Platform Fee of R10 per order applies. Where the Platform Fee on an order comes to less than R10, the difference is added to the Buyer’s total as a clearly displayed minimum service fee, so that the Seller still receives the amount they set. Where a Buyer chooses a payment method that costs more to process than the standard bank EFT option, the difference is added to the Buyer’s total as a clearly displayed payment fee, so that the Seller receives the same payout whichever method the Buyer uses. The listed price includes the fees on one item. Because the Platform Fee is worked out on the whole order, a Buyer who buys more than one item pays less than the listed price times the quantity, and the difference is shown to them before they pay as a bulk discount. The Seller receives the amount they set for every item either way. yalla may waive the Platform Fee on some Listings, such as Listings sold by an agent, in which case the listed price and the amounts shown to the Seller reflect the waiver. yalla may introduce, change or remove fees, with reasonable notice where required by law. A change to the escrow fee or the Platform Fee applies only to Listings and orders created after the change takes effect.

23.6Price Rounding: Listed prices are shown in whole Rand. Where the amount a Seller sets, with the fees added to it, comes to an amount that includes cents, the listed price is rounded up to the next whole Rand (for example, R520.09 is listed as R521). The rounded listed price is the Purchase Price payable by the Buyer, and the Seller receives what that price pays after the fees, which is the amount the Seller set or slightly more, never less. A Seller who enters the price Buyers see, rather than the amount they want to receive, has that price listed as entered. The total amount payable, including any minimum service fee or payment fee, is displayed before the Buyer confirms checkout.

23.7Farm Assurance Protection: Farm Assurance provides the following protection:

23.7.1funds held in regulated third-party Escrow until the Buyer accepts delivery or the funds are released under clause 24;

23.7.2full refund where the Seller never ships or loads the Goods;

23.7.3where Goods differ materially from the Listing, a problem reported to yalla within the Dispute Window, after which the Seller may offer a reduced price (a partial refund) that the Buyer may accept, yalla may refund the Buyer in full, or yalla may refer the Transaction to the Escrow Provider’s dispute process;

23.7.4release under the Escrow Provider’s terms where the Buyer neither accepts delivery nor reports a problem, which protects the Seller from unresponsive Buyers;

23.7.5counterparty details captured and passed to the Escrow Provider, creating a permanent record of the Transaction; and

23.7.6in-app support throughout the Transaction.

23.8The Wallet: Every person the Escrow Provider pays or refunds on the Platform has a wallet with the Escrow Provider. Money released on a sale, an agent’s commission and a refund to a Buyer are paid into the wallet of the person concerned, and the Platform shows each person their own balance and every amount paid in or out. The Escrow Provider pays the whole balance to the bank account on file at its month-end payout run, at no charge. The owner may instead withdraw any amount sooner from the Platform, for which the Escrow Provider charges a withdrawal fee of R5 plus VAT (R5.75), taken off the amount withdrawn. The fee and the amount that will reach the bank are shown before a withdrawal is confirmed, and a confirmed withdrawal cannot be reversed. A Buyer may also pay for an order in full from their wallet balance, at no charge. A wallet with no bank account on file cannot be withdrawn from or paid out until bank details are added, but its balance can still pay for orders. The wallet and the money in it are held by the Escrow Provider under its own terms.

23.9Cancellations and Fees: Until the Seller confirms the hand-over of the Goods, a Buyer may cancel a paid order from the order screen and receive a refund of what they paid, less the escrow fee as set out below. This is immediate and does not need yalla’s approval. The Platform Fee is not charged on a cancelled or refunded order. The Escrow Provider may retain its escrow fee for the payment method used, and the refund shown on the Platform assumes that it does; any part of that fee the Escrow Provider returns is paid into the Buyer’s wallet as well. That fee is the only amount a Buyer may lose on a refund, except where a Seller’s own delivery has started (clause 23.12). Refunds are paid by the Escrow Provider into the Buyer’s wallet.

23.10Selling as an Agent: A Seller who lists Goods for another person or business (a “farm”) and earns a commission acts as that farm’s agent. The Seller confirms that the farm has authorised them to sell the Goods on its behalf, to agree prices and delivery arrangements for it, and to give its identity, contact and banking details to yalla and to the Escrow Provider so that it can be paid, and is responsible for holding any registration the law requires of them (in South Africa, livestock and fresh-produce agents must be registered with the Agricultural Produce Agents Council). The Seller sets the commission on each Listing, either as a percentage of the listed price or as a fixed amount for each unit sold (for the whole sale, where a single item is listed); a fixed commission is charged for each unit the Buyer buys, and may not be more than the share of the listed price that a percentage commission is limited to. It is added to the amount the farm is to receive, together with the escrow fee and any Platform Fee, to make the listed price, and each part is shown to the Seller before they publish a Listing and before they accept or make an offer. On release, the Escrow Provider pays the farm’s amount into the farm’s own wallet and the commission into the Seller’s wallet. Where a Buyer is given part of the price back, whether agreed with the Seller or set by yalla, the commission, fixed or a percentage, is paid in full and the reduction comes off the farm’s amount. yalla emails the farm the details entered for it and each sale made in its name; a farm that tells yalla it did not agree to being sold for has its Listings removed and its account put on hold while yalla looks into it, without affecting orders already in Escrow.

23.11Services Listings: Listing agricultural Services is the exception to free listing. A provider pays a monthly or yearly subscription for each Service listed, at the price shown before they pay, collected by yalla’s own payment provider and not through Escrow. The paid period starts when the Service is approved and published; a Service that is rejected and not resubmitted within 14 (fourteen) days is refunded in full. A subscription renews automatically until the provider switches renewal off, and a yearly subscription renews monthly after its year unless the provider chooses another year.

23.12Seller’s Own Delivery: A Seller who delivers Goods with their own transport may set on the Listing how they charge for delivery (by distance, at a set price, or free), how many units go in one load, how far they deliver, the smallest order they deliver and how soon they usually deliver. Where the Buyer chooses this delivery, the road distance from the Listing’s location to the place the Buyer marks is measured through a third-party mapping service, and the delivery charge is worked out from the Seller’s rates and shown to the Buyer, with the road and the distance, before the Buyer pays. The escrow fee and the Platform Fee are added to the delivery charge as they are to the price of the Goods; an agent’s commission is not. The delivery charge is paid into Escrow with the price of the Goods and released to the Seller with it. Until the Seller confirms through the Platform that the delivery has started, the Buyer may cancel the order and receive a full refund, the delivery charge included, as set out in clause 23.9. Once the Seller has confirmed that the delivery has started, the delivery charge is not refunded where the Buyer refuses, or is not present to take, Goods that match the Listing, or otherwise ends the order for a reason that is not the Seller’s fault; yalla may then settle the Transaction: the Transaction is cancelled and the Buyer’s payment refunded into the Buyer’s wallet, less the escrow fee as on any refund, and the Buyer is then charged, from that refund, the delivery charge, the Platform Fee on the order as it was charged, and the escrow fee on that charge; the Seller is paid the delivery charge in full, no agent’s commission is paid, and the Goods remain the Seller’s. The delivery charge is refunded, as on any refund, where the Goods are not as described or are not delivered, where the Seller delivers late, on another day or to another place than agreed, or where the delivery cannot lawfully go ahead (for example, where a movement permit is refused). The Seller is responsible for the Goods in transit, and for the vehicle, the driver and every permit, removal certificate and welfare requirement the load needs, until the Goods are handed over to the Buyer. Distances and driving times are the mapping service’s estimates; the delivery charge shown at checkout is the charge.

24DELIVERY CONFIRMATION AND DISPUTE WINDOW

24.1The Seller confirms through the Platform when the Goods are handed over for delivery or collected by the Buyer, and that confirmation opens the 24-hour Dispute Window. The Buyer must inspect the Goods when they arrive and, within the Dispute Window, either accept delivery through the Platform or report a problem to yalla from the order screen. Funds are released to the Seller when: (a) the Buyer accepts delivery through the Platform, which releases them at once and cannot be reversed; (b) the Escrow Provider’s delivery and inspection period expires without the Buyer having accepted delivery and without the Transaction having been referred to the Escrow Provider’s dispute process, in which case the Escrow Provider releases them under its own terms (the automatic release backstop); or (c) a dispute is resolved in favour of the Seller.

24.2If the Buyer neither accepts delivery nor reports a problem within the Dispute Window, yalla will remind the Buyer, and the funds will be released under clause 24.1(b).

24.3The Dispute Window is the period in which to object, not approve. If the Buyer does not raise a dispute within the Dispute Window, the Goods shall be deemed accepted and funds may be released to the Seller under clause 24.1.

25FIELD AGENT INSPECTIONS (OPTIONAL)

25.1yalla may offer access to a panel of independent field agents who can travel to the Seller and inspect Goods on the Buyer’s behalf before purchase. This is an optional service available for Transactions above a threshold value.

25.2Field agents are paid a fixed fee by the Buyer, payable whether or not the Buyer proceeds with the Transaction. The fee is processed through Escrow and released to the agent on delivery of the inspection report. The independence of the inspection depends on the agent having no financial interest in whether the sale proceeds.

25.3A field agent inspection confirms that the Goods exist and match the Listing description, counts head, records visible condition, photographs the Goods and files a structured report. A field agent inspection does not: diagnose disease or provide a health opinion (that is veterinary work); warrant that animals are healthy; confirm lawful ownership or verify documentation or bind the Buyer in any way.

25.4An inspection report is an observation at a point in time, not a warranty. It does not extend Farm Assurance, does not lengthen the Dispute Window, and does not make yalla liable if the Goods later disappoint.

26INTELLECTUAL PROPERTY

26.1All Intellectual Property in and to the Platform, including the Website, App, software, source code, databases, algorithms, designs, logos, trade marks, branding, content, documentation and materials created by or for yalla, is and remains the property of yalla or its licensors. Nothing in these Terms transfers ownership of any Intellectual Property to the User.

26.2yalla grants the User a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for the purposes of buying, selling or browsing agricultural goods in accordance with these Terms. This licence does not include the right to copy, modify, distribute, sell, lease, reverse-engineer, decompile, disassemble or create derivative works from the Platform or any part thereof, or to use or exploit yalla’s intellectual property rights in any manner inconsistent with yalla’s ownership or for any purpose other than using the Platform as intended.

26.3The User grants yalla a non-exclusive, royalty-free, worldwide licence to use, reproduce, display, adapt and distribute any content, including photographs, descriptions and materials, that the User uploads or submits to the Platform, for the purposes of operating, promoting and improving the Platform and Services.

26.4The User warrants that any content uploaded by the User does not infringe the intellectual property rights of any third party and that the User has all necessary rights to grant the licence above.

27LIMITATION OF LIABILITY

27.1To the maximum extent permitted by Applicable Laws and without limiting any rights a consumer may have under the CPA:

27.1.1yalla provides the Platform, the trust layer, and the escrow settlement rail. yalla is a marketplace operator and is not a party to any sale between Seller and Buyer, does not take possession of Goods, does not act as agent for either party, and does not negotiate on anyone’s behalf. yalla’s obligations are limited to: (a) operating the Platform; (b) enforcing listing standards; (c) mediating disputes under its published dispute policy; and (d) instructing release of funds from escrow. yalla is not liable for the acts, omissions, conduct, negligence, fraud or breach of any Seller or Buyer, including any loss or damage arising from a Transaction, the quality or condition of Goods, the accuracy of any Listing, or the failure of any party to perform its obligations.

27.1.2yalla does not verify, inspect, warrant or guarantee any Goods listed on the Platform. yalla’s Listing review is a publishing standard only and does not constitute endorsement, verification or approval. The User’s reliance on any Listing is entirely at the User’s own risk.

27.1.3yalla shall not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, revenue, business opportunities, goodwill, anticipated savings or data, arising from or in connection with the use of the Platform, any Transaction, any Goods purchased, or any dispute between Users.

27.1.4Where yalla is found liable despite the above limitations, yalla’s total aggregate liability to the User for all claims arising from or in connection with the Platform or Services shall not exceed the Platform Fees actually received by yalla from the relevant Transaction giving rise to the claim.

27.1.5Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under Applicable Laws.

28INDEMNIFICATION

28.1The User agrees to indemnify, defend and hold harmless yalla, its directors, officers, employees, agents, contractors and affiliates from and against any claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from or in connection with:

28.1.1the User’s breach of these Terms;

28.1.2the User’s breach of any warranty or representation made herein;

28.1.3the User’s violation of any Applicable Laws;

28.1.4any Listing, content or material submitted by the User;

28.1.5any Transaction in which the User participates as Buyer or Seller;

28.1.6the User’s infringement of any third-party rights, including intellectual property rights; and

28.1.7any dispute between the User and any other User.

29DISPUTE RESOLUTION

29.1A Buyer may raise a dispute within the Dispute Window if the Goods delivered differ materially from the Listing description, are not delivered at all, or there is another legitimate ground for objection. Disputes must be raised by reporting a problem from the order screen.

29.2Where a dispute is raised, yalla will mediate as it deems appropriate and in accordance with these Terms. Both parties must provide evidence as reasonably requested. In resolving disputes, yalla shall consider: (a) the Listing description and photographs; (b) communications between the Buyer and Seller; (c) delivery confirmation and timing; (d) any evidence provided by either party and (e) the principle that for livestock transactions, remedies are financial (a reduced price agreed between the parties, or a refund) rather than return of the animals. yalla may resolve the dispute by agreement between the parties (including a reduced price offered by the Seller through the Platform, with the reason for it, and accepted by the Buyer), set a reduced price itself once it has looked into the dispute (which is final, and completes the Transaction at once), refund the Buyer in full, or refer the Transaction to the Escrow Provider’s dispute process, in which case the Escrow Provider’s terms govern the release or refund of the escrowed funds. Only yalla may refer a Transaction to the Escrow Provider’s dispute process. On a reduced price the escrow fee, the Platform Fee and any agent’s commission are paid as they were charged, and the reduction comes off the amount the Seller receives; the Seller is shown each amount before offering one.

29.3Livestock cannot be returned. Unlike other goods, a Buyer who receives livestock that does not match the Listing cannot practically send the animals back. The animals have travelled, are on the Buyer’s property, require feed and water and reloading would cause further harm. Accordingly, the remedy in a livestock dispute is financial, a reduced price agreed between the parties or, in clear cases of non-delivery or wholly wrong stock, a full refund, not a return. The Buyer does not have a right of rejection for delivered livestock.

29.4Evidence required in a dispute may include: the original Listing and photographs; delivery photographs; transport documentation; veterinary reports; independent inspection reports; communication records between the parties and any other relevant evidence.

29.5Where a dispute cannot be resolved through mediation, either party may pursue remedies available under Applicable Laws, including referral to consumer protection bodies or the courts. The existence of the dispute process does not preclude a party from seeking legal remedies.

30TERMINATION

30.1The User may close their account at any time from the account settings in the App or by contacting yalla. yalla may close or suspend an account at any time for breach of these Terms, fraudulent, illegal or harmful conduct, failure to comply with verification requirements or any other reason yalla determines in its sole discretion.

30.2Termination does not affect any Transaction already in progress or any rights or obligations that have accrued prior to termination, including any rights under Farm Assurance or any ongoing dispute.

PART C: RETURNS AND REFUNDS POLICY

31INTRODUCTION TO RETURNS AND REFUNDS

31.1This Part C sets out yalla’s Returns and Refunds Policy and explains the rights of Buyers and the obligations of Sellers in relation to returns, refunds and remedies for Transactions on the Platform.

31.2yalla is a marketplace connecting Buyers and Sellers. The Seller is responsible for the Goods sold and for meeting their obligations under this Policy and Applicable Laws. yalla facilitates the refund process through the Escrow system and mediates disputes, but is not itself the seller of the Goods.

32CONDITIONS FOR RETURNS

32.1Where a return of Goods is applicable (for non-livestock items), the following conditions apply:

32.1.1Goods must be returned in substantially the same condition as when delivered, with all original packaging, tags, accessories, manuals and documentation where reasonably practicable;

32.1.2Goods must not have been used, modified, damaged (other than as a result of the defect) or materially altered since delivery;

32.1.3the Buyer must provide proof of purchase, such as the Transaction confirmation or receipt from the Platform; and

32.1.4the Buyer must arrange and pay for return shipping unless the goods are defective, in which case the Seller bears the return cost.

33SELLER OBLIGATIONS FOR REFUNDS

33.1Where a refund is due to the Buyer (whether through dispute resolution, statutory rights or agreed settlement), the Seller is obligated to authorise or fund that refund. The Escrow Provider will pay the refund into the Buyer’s wallet, as set out in clause 23.8.

33.2Refund timelines: Refunds will be processed within the following periods:

33.2.1where funds are still in Escrow and a dispute is resolved in the Buyer’s favour: within 5 (five) Business Days of the dispute resolution;

33.2.2where funds have been released to the Seller and a refund is agreed or ordered: within 15 (fifteen) Business Days of the agreement or determination; and

33.2.3for statutory returns under Section 56 of the CPA: within 15 (fifteen) Business Days of the Seller receiving the returned goods, as required by the CPA.

33.3The actual time for funds to reflect in the Buyer’s account may vary depending on the payment method and the Buyer’s financial institution.

34EXCLUSIONS AND LIMITATIONS

34.1The following do not give rise to a right of return or refund, except to the extent required by Applicable Laws:

34.1.1change of mind, remorse or dissatisfaction unrelated to a defect, misdescription or statutory right;

34.1.2Goods damaged after delivery due to the Buyer’s handling, storage, neglect or misuse;

34.1.3livestock that has been integrated into the Buyer’s herd or flock;

34.1.4matters raised outside the Dispute Window (for Farm Assurance protection) or outside the statutory time limits (for statutory rights);

34.1.5normal wear, aging, deterioration or changes in condition that are inherent to the nature of livestock and perishable goods; and

34.1.6market price fluctuations that occur after the Transaction is agreed.

35PROCESS FOR INITIATING A RETURN OR REFUND REQUEST

35.1To initiate a return or refund request, the Buyer must:

35.1.1for disputes within the Dispute Window: report a problem from the order screen within the Dispute Window (24 (twenty-four) hours from the Seller’s confirmation of the hand-over). Describe the issue clearly and upload photographs or evidence where applicable;

35.1.2for statutory return rights (defective goods): contact yalla through the Platform’s support function within 6 (six) months of delivery. Provide the Transaction reference, proof of purchase a description of the defect and photographs or evidence; and

35.1.3for cooling-off cancellation: notify yalla through the Platform within 5 (five) Business Days of delivery. State that the Buyer is exercising the Section 44 CPA cooling-off right. No reason is required.

35.2yalla will acknowledge receipt of the request and facilitate communication with the Seller. Where the funds are still in Escrow, the matter will be handled through the dispute process. Where funds have already been released to the Seller, yalla will mediate between the parties.

36DATA PROTECTION AND PRIVACY

36.1yalla processes personal information in accordance with POPIA, applicable data protection laws, and the yalla Privacy Policy, available on the Platform. By using the Platform, the User consents to yalla’s collection, use, and Processing of Personal Information in accordance with the Privacy Policy. yalla shall process Personal Information only for purposes of operating the Platform, facilitating Transactions, enforcing these Terms, and as otherwise described in the Privacy Policy.

36.2Personal and financial data is secured. Each Party receiving Personal Information shall implement reasonable security measures to prevent loss, damage, unauthorized access, or unlawful Processing. Payment credentials are tokenised and never held by yalla. Bank account details provided at registration are verified through the Escrow Provider and used only for payment settlement.

37GOVERNING LAW AND JURISDICTION

37.1These Terms shall be governed by and construed in accordance with the laws of the Republic of South Africa. The parties submit to the non-exclusive jurisdiction of the courts of the RSA for the resolution of any dispute arising from or in connection with these Terms or the Platform.

37.2Nothing in these Terms excludes the User’s right to refer a dispute to a consumer protection body or to exercise any remedies available under the CPA.

38GENERAL PROVISIONS

38.1Entire Agreement: These Terms, together with the Privacy Policy, Escrow Provider terms and any other documents incorporated by reference, constitute the entire agreement between the User and yalla regarding the Platform. No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in these Terms.

38.2Severability: If any provision of these Terms is found to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable, and the remaining provisions shall continue in full force and effect.

38.3No Waiver: No failure or delay by yalla in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. No waiver of any provision shall be effective unless in writing and signed by the waiving Party, and any such waiver shall apply only to the specific instance given.

38.4Assignment: The User may not assign or transfer any rights or obligations under these Terms without yalla’s prior written consent. yalla may assign its rights and obligations to any affiliate or successor.