Master Subscription Agreement

Version 1.0 · May 2026

Issued by Konductro (Pty) Ltd, trading as Konductro · konductro.com

Preamble

This Master Subscription Agreement ("Agreement") is entered into between Konductro (Pty) Ltd, a company registered in the Republic of South Africa ("Provider"), and the entity or individual identified as the customer during registration or as set out in an applicable Order Form ("Customer"). The Provider operates the Konductro platform under licence from its holding company, Konductro Holdings (Pty) Ltd ("Holdings"), which owns the Platform and all associated intellectual property.

This Agreement governs the Customer's access to and use of the Konductro software-as-a-service platform and all related services. The Agreement is effective on the earlier of the date the Customer clicks to accept it, completes registration, or first accesses the Platform ("Effective Date").

1. Definitions

In this Agreement the following words bear the meanings assigned to them below, unless the context otherwise requires:

2. Grant of Licence

2.1 Subject to the Customer's compliance with this Agreement and timely payment of all Fees, the Provider grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term, solely for the Customer's internal business purposes.

2.2 The Customer may permit its Authorised Users to access the Platform. The Customer is responsible for all acts and omissions of its Authorised Users and must ensure they comply with this Agreement.

2.3 The Customer must not: (a) sublicence, sell, resell, transfer, assign, or otherwise commercially exploit the Platform; (b) reverse engineer, disassemble, decompile, or attempt to derive the source code of the Platform; (c) modify or create derivative works of the Platform; (d) access the Platform to build a competing product or service; (e) access the Platform by automated means except through officially supported APIs; or (f) remove or obscure any proprietary notices on the Platform.

2.4 The Provider reserves all rights in and to the Platform not expressly granted to the Customer under this Agreement.

3. Subscription, Roles and Fees

3.1 Role-Based Subscription

The Platform is licensed on a per-seat, role-based model. Subscription Fees are charged monthly in South African Rand (ZAR) according to the following schedule:

The number of seats per role is as specified in the applicable Order Form or, absent an Order Form, as registered by the Customer during account setup.

Subscription Fees are charged in South African Rand. AI usage — the AI Usage Cap and any top-ups under clause 3.2 — is denominated in United States Dollars, because it is a pass-through of AI services billed to the Provider in USD. Top-ups are charged in South African Rand at the exchange rate prevailing at the time of purchase.

3.2 AI Usage Cap and Overages

3.2.1 Each organisation is allocated a pooled monthly AI Usage Cap of USD 10 per active Planner seat. The pool resets on the first day of each calendar month with no rollover of unused amounts.

3.2.2 If the Customer's AI usage within a billing period approaches the Cap, the Provider will display a usage alert within the Platform dashboard.

3.2.3 On exhaustion of the Cap, AI Services will pause unless the Customer purchases a top-up increment of USD 10 (which provides approximately USD 5 of additional AI spend, reflecting the applicable pass-through margin). Top-ups are purchased via the Platform and are applied immediately.

3.2.4 The Provider reserves the right to adjust the top-up rate by giving no less than 30 days' written notice to the Customer.

3.3 Payment Terms

Payment terms depend on whether the Customer is a Standard Customer or an Enterprise Customer:

3.3A Standard Customers (Credit Card)

3.3A.1 Customers who are not Enterprise Customers pay by credit or debit card on a pre-paid basis. By subscribing, the Customer authorises the Provider to automatically charge the Customer's registered payment card for the applicable monthly Fees on the same calendar date each month (the "Billing Date"), starting from the date of initial subscription.

3.3A.2 If the monthly charge is unsuccessful, the Provider will retry the charge once within 48 hours. If the retry fails, access to the Platform will be suspended immediately without further notice until payment is received. The Provider bears no liability for any interruption to the Customer's workflow arising from a failed payment.

3.3A.3 The Customer is responsible for keeping its payment card details current. Card details may be updated via the Platform's account settings page. The Provider does not store full card numbers and processes all card payments through a PCI-DSS compliant payment processor.

3.3A.4 Pre-paid subscription Fees are non-refundable except where the Provider terminates the Agreement for reasons other than the Customer's breach, in which case a pro-rata refund of the unused portion of the current billing period will be issued.

3.3B Enterprise Customers (Invoice)

3.3B.1 Enterprise Customers are invoiced monthly in advance on the first day of each billing period, or as otherwise specified in the applicable Order Form.

3.3B.2 Payment is due within 30 days of the invoice date. Invoices not paid by the due date will accrue interest at the rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower), compounding monthly from the due date until payment in full.

3.3B.3 The Provider may suspend access to the Platform if an invoice remains unpaid for more than 7 days after the payment due date. The Provider will provide 3 days' written notice before suspending access. Suspension does not release the Customer from its obligation to pay outstanding amounts.

3.3B.4 The Provider is not currently registered as a VAT vendor and does not charge VAT on its Fees. If the Provider becomes liable to register for VAT, it will add VAT to its Fees and give the Customer at least 30 days' written notice. The Customer remains responsible for any withholding or other taxes it is required by law to pay, except for taxes based on the Provider's income.

3.4 Published Pricing and Fee Changes

3.4.1 The Provider may update its published Fees at any time and without prior notice. Updated pricing is published at konductro.com/pricing and takes effect immediately for new subscriptions.

3.4.2 For Standard Customers on a rolling monthly subscription: updated pricing applies from the next Billing Date following publication.

3.4.3 For Enterprise Customers with a fixed Subscription Term set out in a signed Order Form: the Fees agreed in that Order Form remain fixed and unchanged for the duration of that Subscription Term. Updated published pricing will apply only at renewal, unless the parties agree otherwise in writing.

3.4.4 The Provider may also adjust the AI usage top-up rate at any time. The current top-up rate is displayed in the Platform at the time of purchase.

4. Intellectual Property

4.1 Platform Ownership. All Intellectual Property Rights in and to the Platform, the AI Services, the Conductor AI persona, all Documentation, and any improvements, modifications, or derivative works thereof are owned by Holdings. The Provider operates the Platform and makes it available to Customers under an intra-group licence granted by Holdings. Holdings has authorised the Provider to grant Customers the limited sublicence described in clause 2 of this Agreement, and the Provider warrants that this authorisation is in place and effective as at the Effective Date. Nothing in this Agreement transfers any ownership rights in the Platform to the Customer. The Customer acknowledges that Holdings is the ultimate owner of the Platform IP and that this Agreement is between the Customer and the Provider only.

4.2 Customer Data Ownership. The Customer retains all Intellectual Property Rights in and to the Customer Data. The Customer grants the Provider a limited, non-exclusive licence to access, process, and use Customer Data solely as necessary to provide the Services under this Agreement.

4.3 AI-Generated Outputs. Where the Conductor AI assistant generates content (including architecture recommendations, acceptance criteria, ticket decompositions, and test checklists) based on Customer Data, such outputs are considered Customer Data for the purposes of this Agreement. The Provider does not claim ownership of AI-generated outputs derived from the Customer's own inputs.

4.4 Feedback. If the Customer provides any suggestions, feedback, or recommendations regarding the Platform ("Feedback"), the Customer grants the Provider a royalty-free, irrevocable, perpetual, worldwide licence to use and incorporate such Feedback into the Platform or other products without restriction or obligation to the Customer.

4.5 Restrictions. The Customer must not represent that any AI-generated output produced by the Platform was authored independently by a human unless that claim is accurate and verifiable.

4.6 Platform Metrics Data — Provider as Responsible Party. The Provider processes Platform Metrics Data in its own right, as a Responsible Party, separately from its role as Operator under the POPIA Operator Agreement. Platform Metrics Data includes: feature usage patterns and adoption rates; aggregate project, story, task, and test case volumes at the organisational level; aggregate delivery cycle metrics including cycle time, rework rate, sprint cadence, and planning overhead; AI usage volumes and consumption patterns at the organisational level; the Customer's industry sector, organisation size, and geographic location as provided at account setup; and AI Usage Cap consumption patterns. Platform Metrics Data excludes: the content of requirements, architecture documents, source code, acceptance criteria, or other Customer Data; named individual performance data used to identify specific employees; and any Special Personal Information.

4.7 Permitted uses of Platform Metrics Data. The Provider may use Platform Metrics Data for: (a) operating, monitoring, and improving the Platform; (b) generating aggregated, anonymised industry benchmarks, insights reports, and statistics describing software delivery patterns, productivity trends, AI adoption rates, and platform usage across the Provider's customer base ("Benchmark Reports"); (c) using Benchmark Reports and derived statistics in the Provider's marketing materials, website, sales collateral, and public communications, including to demonstrate Platform value and the delivery improvements experienced by customers on the Platform; and (d) internal product research, roadmap planning, and commercial strategy.

4.8 Conditions on external use of Platform Metrics Data. The following conditions apply to clause 4.7(b) and (c): (i) No Benchmark Report or marketing material will identify the Customer or any individual Authorised User by name without the Customer's separate written consent. (ii) All Platform Metrics Data used in Benchmark Reports and marketing materials will be aggregated across a minimum of five separate customer organisations before publication, so that no individual customer's data is identifiable. (iii) The Provider will not publish the Customer's specific project counts, cycle times, or operational metrics in a form that would allow a competitor or third party to identify the Customer's internal delivery performance. (iv) The Customer may opt out of having its Platform Metrics Data included in Benchmark Reports and external marketing materials by written notice to privacy@konductro.com. Opt-out applies to future publications only and does not require retroactive removal of data from already-published materials. Opt-out does not affect the Provider's rights under clause 4.7(a) and (d). (v) The processing of any personal information within Platform Metrics Data remains subject to the POPIA Operator Agreement and all applicable data protection law.

5. Confidentiality

5.1 Each party ("Receiving Party") agrees to: (a) keep the Confidential Information of the other party ("Disclosing Party") strictly confidential; (b) not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use the Confidential Information only for the purposes permitted under this Agreement.

5.2 Exceptions. Obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the Receiving Party at the time of disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the Receiving Party gives prompt written notice to the Disclosing Party to the extent permitted by law.

5.3 The Provider's pricing, architecture, and product roadmap information constitutes Confidential Information of the Provider. The Customer's source code, architecture decisions, and business requirements constitute Confidential Information of the Customer.

5.4 Confidentiality obligations survive termination of this Agreement for a period of 5 years.

6. Data Protection

6.1 Each party agrees to comply with POPIA and all applicable data protection laws in connection with this Agreement.

6.2 To the extent the Provider processes Personal Information of the Customer's employees, contractors, or end users in the course of providing the Services, the parties acknowledge that the Customer acts as the Responsible Party and the Provider acts as the Operator, as those terms are defined in POPIA.

6.3 The parties shall enter into the Operator Agreement, which is incorporated into this Agreement by reference and governs the processing of Personal Information. In the event of conflict between this Agreement and the Operator Agreement on data protection matters, the Operator Agreement shall prevail.

6.4 The Provider uses third-party sub-processors, including Amazon Web Services for infrastructure hosting and Anthropic for AI language model services. Details of sub-processors and their locations are set out in the Operator Agreement. The Customer acknowledges that Personal Information may be transferred to and processed in countries outside the Republic of South Africa.

7. Warranties and Disclaimers

7.1 Provider Warranties. The Provider warrants that: (a) it has the right to grant the licences in this Agreement; (b) the Platform will perform materially in accordance with the Documentation; and (c) it will implement and maintain reasonable technical and organisational security measures to protect Customer Data.

7.2 Customer Warranties. The Customer warrants that: (a) it has the authority to enter into this Agreement; (b) its use of the Platform will comply with all applicable laws; and (c) it holds all necessary rights to provide Customer Data to the Platform.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 7.1, THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS.

7.4 AI Disclaimer. AI-generated outputs produced by the Conductor AI assistant are provided for informational and efficiency purposes only. The Customer is solely responsible for reviewing, validating, and taking decisions based on such outputs. The Provider does not warrant the accuracy, completeness, or fitness for purpose of any AI-generated content.

8. Limitation of Liability

8.1 Neither party shall be liable to the other for any: (a) loss of profits, revenue, business, or anticipated savings; (b) loss of data or corruption of data (beyond the obligations set out in the Operator Agreement); (c) loss of goodwill; or (d) indirect, consequential, special, or punitive damages, in each case whether arising in contract, delict, statute, or otherwise, even if the party has been advised of the possibility of such damages.

8.2 Subject to clause 8.3, the Provider's total aggregate liability to the Customer in connection with this Agreement (whether in contract, delict, or otherwise) shall not exceed the total Fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim.

8.3 Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; or (d) any liability that cannot be excluded by applicable law.

9. Indemnification

9.1 Provider Indemnity. The Provider will defend and indemnify the Customer against any third-party claim that the Platform, as used in accordance with this Agreement, infringes any third-party Intellectual Property Right, provided the Customer: (a) notifies the Provider promptly in writing; (b) gives the Provider sole control of the defence and settlement; and (c) provides reasonable assistance. The Provider's obligation under this clause does not apply to claims arising from Customer Data, Customer modifications to the Platform, or use of the Platform in combination with third-party products not authorised by the Provider.

9.2 Customer Indemnity. The Customer will defend and indemnify the Provider against any third-party claim arising from: (a) Customer Data; (b) the Customer's breach of this Agreement; or (c) the Customer's use of the Platform in violation of applicable law.

10. Term and Termination

10.1 This Agreement commences on the Effective Date and continues for the Subscription Term set out in the Order Form. In the absence of an Order Form, the Agreement continues on a rolling monthly basis until terminated.

10.2 Either party may terminate this Agreement on 30 days' written notice to the other party.

10.3 Either party may terminate this Agreement immediately on written notice if the other party: (a) commits a material breach that is not remedied within 14 days of written notice; (b) becomes insolvent, is placed under business rescue, or ceases to carry on business; or (c) commits persistent non-material breaches.

10.4 On termination or expiry: (a) the Customer's right to access the Platform ceases immediately; (b) all accrued Fees become immediately payable; and (c) the Provider will, at the Customer's written request, provide a data export of Customer Data in a standard machine-readable format within 30 days of the termination date, after which the Provider may delete Customer Data in accordance with the Operator Agreement.

10.5 Clauses 1, 4, 5, 8, 9, 10.4, 11, and 12 survive termination of this Agreement.

11. Service Levels

11.1 The Provider will use commercially reasonable efforts to ensure the Platform achieves 99% Uptime in each calendar month.

11.2 Scheduled maintenance will be performed outside South African business hours (Monday to Friday, 08:00–18:00 SAST) where practicable, and will be communicated to the Customer with at least 24 hours' notice.

11.3 During the Early Access period, the Customer acknowledges that the Platform may be subject to more frequent updates and maintenance windows than a generally available release. The Provider will endeavour to minimise disruption.

12. General Provisions

12.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa, without regard to conflict of law principles.

12.2 Dispute Resolution. The parties will attempt to resolve any dispute arising from this Agreement through good-faith negotiation. If the dispute is not resolved within 30 days, either party may refer the matter to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA). If mediation fails, the dispute will be resolved by binding arbitration under AFSA rules, seated in Cape Town.

12.3 Entire Agreement. This Agreement, together with all Schedules, the Operator Agreement, and any applicable Order Forms, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings.

12.4 Amendment. No amendment to this Agreement is effective unless made in writing and signed by authorised representatives of both parties, except that the Provider may amend its pricing under clause 3.4 and its sub-processor list under the Operator Agreement.

12.5 Assignment. The Customer may not assign or transfer any rights or obligations under this Agreement without the Provider's prior written consent. The Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

12.6 Notices. All notices must be in writing and delivered by email (with read receipt) to the addresses specified in the Order Form or as notified in writing. Notices to the Provider must be sent to legal@konductro.com.

12.7 Force Majeure. Neither party is liable for any delay or failure to perform obligations (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, government actions, pandemic, or failure of third-party infrastructure providers.

12.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

12.9 No Waiver. Failure to exercise any right under this Agreement does not constitute a waiver of that right.

12.10 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

12.11 Electronic Contracting. The parties agree that this Agreement may be executed electronically and that electronic signatures and acceptance mechanisms are valid and binding under the Electronic Communications and Transactions Act 25 of 2002.

12.12 Language. This Agreement is in the English language. Any translation is for convenience only. In the event of conflict, the English version prevails.

Schedule 1 — Service Description

Konductro is an end-to-end software delivery orchestration platform connecting planning, development, review, and quality assurance into a single AI-assisted workflow.

Core capabilities include:

• Phase planning with requirements capture and Conductor AI assistant
• Technical analysis integration via supported IDE plugins
• Architecture documentation with AI-assisted generation
• Story generation, acceptance criteria definition, and complexity scoring
• Story decomposition with per-repository task breakdowns
• AI-powered sprint planning and capacity estimation
• Automated branch creation and ticket-spec push to repository
• Pull request creation with automated reviewer assignment
• Internal QA with auto-generated test checklists from acceptance criteria
• Optional client UAT workflow
• Audit trail, sprint retrospective data, and delivery insights

Supported integrations:

• Azure DevOps (generally available)
• Konductro-managed Git via Gitea (generally available)
• GitHub (beta)
• Bitbucket (beta)
• Microsoft Teams (notifications and workflow actions)
• Claude Code IDE plugin
• AWS Kiro IDE plugin

The Provider reserves the right to modify, update, or discontinue individual integrations or features, provided that materially adverse changes to generally available features are communicated with at least 30 days' notice.

Schedule 2 — Acceptable Use Reference

This Schedule summarises the acceptable use requirements applicable to the Platform. The full Acceptable Use Policy is a separate document available at konductro.com/legal and is incorporated into this Agreement by reference.

Prohibited conduct includes but is not limited to:

• Using the Platform to process or generate unlawful content
• Attempting to circumvent the AI Usage Cap through artificial means
• Using AI-generated outputs from the Platform to train competing AI models
• Accessing the Platform through automated means not supported by the Provider's APIs
• Using the Platform to monitor or evaluate individual employee performance in a manner that is not disclosed to those employees
• Attempting to reverse-engineer, extract, or replicate the AI models underlying the Conductor assistant

Execution