Vendor Partner Agreement

1. Parties and Definitions

In this Agreement, the following definitions apply:

• "RSM" means Coalition Trading 1103 CC trading as RSM Property Care & Refresh, the platform operator and service coordinator.
• "Vendor" or "Vendor Partner" means the approved legal entity or registered business accepted into the RSM vendor network.
• "Portal" means the RSM vendor management platform at portal.rsmpropcare.com/vendor.
• "Job" means a property maintenance or service task allocated to the Vendor through the Portal.
• "Client" means the property owner, landlord, or property manager who has engaged RSM for services.
• "Job Sheet" means the digital brief provided via the Portal containing property details, scope, measurements, and scheduling information.
• "Sign-Off" means the digital client acceptance of completed work recorded through the RSM Portal.
• "Settlement" means the transfer of client payment funds from PayFast into RSM's nominated bank account.

2. Nature of the Relationship

The Vendor is an independent contractor and not an employee, agent, or partner of RSM. This Agreement does not create an employment relationship, joint venture, or partnership. The Vendor operates their own business independently, is responsible for their own tax obligations, staff, and labour costs, and has no authority to bind RSM to any commitment. RSM acts as a service coordination platform operator facilitating the connection between Clients and Vendors.

3. Vendor Onboarding and Eligibility

3.1 Application Requirements

To be admitted to the RSM vendor network, the Vendor must submit and maintain:

• Valid CIPC company registration (Pty Ltd, CC, or equivalent — sole traders are not eligible)
• Current SARS Tax Clearance Certificate in good standing
• Public Liability Insurance with a minimum cover of R1,000,000
• Relevant trade certifications where applicable (PIRB, ECSA, NHBRC)
• Portfolio of recent completed work (minimum 3 references or photographs)
• Valid South African bank account in the name of the registered entity
• Completed vendor application via portal.rsmpropcare.com/vendor/apply

3.2 Vetting and Approval

RSM reserves the right to approve or decline any vendor application at its sole discretion. Approval is not guaranteed and may be withdrawn at any time.

3.3 Ongoing Compliance

The Vendor must maintain all required registrations, certifications, and insurance throughout this Agreement. The Vendor must notify RSM within 5 business days of any change to their compliance status.

4. Job Allocation and Acceptance

4.1 How Jobs Are Allocated

Jobs are allocated through the Portal based on trade type, geographic proximity, availability, and performance rating. RSM does not guarantee a minimum number of jobs to any Vendor.

4.2 Job Acceptance

Upon receiving a job notification, the Vendor must review the Job Sheet in full and accept or decline within the timeframe specified (typically 4 hours). Acceptance constitutes agreement to deliver the services at the agreed price and schedule.

4.3 Satellite Measurements

Job Sheets include satellite-based measurements which are indicative only. The Vendor is responsible for verifying measurements on-site before commencing work. Any material discrepancy must be reported to RSM before work begins.

5. Service Delivery Standards

5.1 Quality and Workmanship

The Vendor must deliver all services to a professional standard, use appropriate materials and equipment, comply with all applicable South African laws and safety standards, and ensure all work is performed by suitably qualified personnel.

5.2 Conduct on Client Sites

While on a Client's property, the Vendor and their staff must:

• Conduct themselves professionally and respectfully at all times
• Not consume alcohol or any substances on site
• Not make any representations, promises, or quotes to the Client on RSM's behalf
• Not solicit work directly from RSM Clients outside the RSM Portal
• Treat the Client's property, belongings, and information with the utmost care and discretion

5.3 Documentation

On completion of each job, the Vendor must upload before and after photographs to the Portal, mark the job as completed, and submit their invoice through the Portal immediately upon completion.

6. Payment Terms

6.1 Payment Trigger

Vendor payment is initiated only when both of the following conditions have been satisfied:

• Condition 1: The Client has digitally signed off the completed job through the RSM Portal; AND
• Condition 2: The Client's payment to RSM has been processed and settled into RSM's bank account via PayFast.

6.2 Payment Timeline

6.3 Invoice Requirements

Invoices submitted through the Portal must include: legal entity name and registration number, VAT number (if applicable), invoice number and date, Portal job reference number, description of services, agreed amount, and banking details. Invoices not meeting these requirements will be returned and will restart the payment timeline.

6.4 Payment Method

RSM pays Vendors via EFT to the Vendor's nominated South African bank account registered in the Portal. RSM will not make cash payments or payments to personal accounts not registered under the Vendor's business name.

6.5 Deductions and Withholding

RSM reserves the right to deduct from or withhold Vendor payment where: the Client has raised a valid complaint about workmanship, the Vendor has caused damage to Client property, the Vendor has submitted a fraudulent or inflated invoice, or the Vendor owes RSM any amount under this Agreement. RSM will notify the Vendor in writing of any deduction before processing payment.

7. Performance Rating System

RSM operates a structured Vendor Scoring System within the Portal. Every Vendor is assigned a live score out of 100 points, calculated automatically based on the criteria below. Scores are updated after every completed job and reviewed monthly. Job allocation priority is directly linked to a Vendor's score — high-scoring Vendors receive first allocation on premium and recurring jobs.

Vendors may request a score review by contacting RSM in writing. Disputed scores must be raised within 5 business days of the monthly score update. RSM's decision on score calculations is final.

8. Confidentiality

The Vendor will have access to confidential information including Client personal information, RSM's portal systems, pricing structures, and business operations. The Vendor agrees to keep all such information strictly confidential, not use it for any purpose other than delivering the allocated job, and comply with POPIA in relation to any Client personal information accessed. This obligation survives termination of this Agreement indefinitely.

9. Non-Solicitation

During this Agreement and for 12 months following termination, the Vendor agrees not to directly solicit or engage any RSM Client for services outside the RSM Portal, encourage any Client to terminate their engagement with RSM, or use RSM's Client information for any purpose outside RSM-allocated jobs. A breach of this clause entitles RSM to seek damages and injunctive relief.

10. Intellectual Property

All intellectual property belonging to RSM — including the Portal system, job sheet templates, branding, tools, and processes — remains the exclusive property of RSM. The Vendor may not copy, replicate, reverse-engineer, or reproduce any RSM system, tool, or process, or use RSM's branding without prior written consent.

11. Insurance and Liability

11.1 Vendor Insurance Obligations

The Vendor must maintain throughout this Agreement: Public Liability Insurance (minimum R1,000,000 per occurrence), Employer's Liability Insurance where applicable, and any trade-specific insurance required by law. Proof of current insurance must be submitted annually or upon request.

11.2 Vendor Liability

The Vendor is solely liable for damage caused to Client property during service delivery, personal injury to their staff or sub-contractors on site, non-compliance with safety regulations, and the actions of their employees and sub-contractors.

11.3 RSM's Limitation of Liability

RSM shall not be liable to the Vendor for loss of income from job cancellations, damage suffered on a Client site, disputes between the Vendor and any Client, or any indirect or consequential loss.

12. Damage to Client Property

Where the Vendor causes damage to a Client's property, the Vendor must report it to RSM immediately, must not make any admission of liability or offer of settlement to the Client directly, and must activate their public liability insurance where applicable. RSM may withhold payment pending resolution and reserves the right to recover from the Vendor any amount RSM is required to pay the Client for damage caused by the Vendor.

13. Pre-Existing Surface Conditions

The Vendor acknowledges that surfaces may contain hairline cracks, micro-fractures, or latent deterioration not visible during a visual assessment. The Vendor must:

• Conduct their own visual assessment of all surfaces before commencing cleaning or pressure washing
• Report any surface concerns to RSM before commencing work
• Not proceed with high-pressure cleaning on surfaces they believe to be structurally compromised without RSM and Client approval

14. Suspension and Termination

14.1 Termination by Either Party

Either party may terminate this Agreement with 14 days written notice. The Vendor must complete all accepted and in-progress jobs before termination takes effect.

14.2 Immediate Termination by RSM

RSM may immediately suspend or terminate the Vendor without notice where the Vendor engages in harmful or abusive conduct, solicits RSM Clients directly, fails to maintain required compliance, submits fraudulent invoices, causes damage and fails to cooperate with resolution, or shares Client information without authorisation.

14.3 Effect of Termination

Upon termination, Portal access is revoked. Outstanding payments for completed and signed-off jobs will be processed per Clause 6. Confidentiality and non-solicitation obligations survive termination.

15. Data Protection

The Vendor agrees to comply with POPIA in relation to all Client personal information accessed during service delivery. The Vendor may only use Client information for delivering the allocated job, must not retain it beyond what is necessary, and must immediately report any data breach to RSM.

16. Dispute Resolution and Governing Law

Disputes must first be resolved informally within 10 business days. If unresolved, parties may refer to mediation, and thereafter to arbitration under the Arbitration Act 42 of 1965. This Agreement is governed by the laws of the Republic of South Africa.

17. Acceptance