1.2 Term and Renewal

Initial term: 10 years from the Commencement Date.

Renewal: Option to renew for a further 10 years on terms to be agreed and conditional on Franchisee performance and compliance.

 

1.3 Purchase Price (single payment)

 

Total Purchase Price: R3,000,000.00 (Three Million Rand). This is the full and sole consideration for the licence, the items and services described in Annexure D and the Franchisor’s obligations under this Agreement, unless otherwise agreed in writing.

Payment method: Unless the parties agree otherwise in writing, the Purchase Price is payable in cleared funds to the Franchisor’s nominated account on or before the Commencement Date. Any financing arrangement must be documented as a schedule to this Agreement.

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1.3.1 Equity Participation Upon execution of this Agreement, the Franchisee shall be issued one percent (1%) of the ordinary shares in Springbok WV Industries (Pty) Ltd. This shareholding entitles the Franchisee to participate in dividends declared by the Company and to benefit proportionally from any future growth, expansion, or valuation increases of Springbok. The equity allocation is non‑transferable except with the prior written consent of the Company, and shall remain subject to the Franchisee’s continued compliance with the terms of this Agreement.

 

1.4 Remote operation

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The Franchisee may operate the franchise remotely (using computer, telephone and digital systems) where the Operations Manual permits. Physical premises are not required for the grant of the licence unless a specific service or local regulation makes premises necessary; any such requirement will be expressly stated in the Operations Manual or a written schedule.

 

1.5 Conditions precedent

 

The Commencement Date is the later of (a) signature by both parties and (b) receipt by the Franchisor of cleared funds in accordance with clause 1.3 and delivery of the documents listed in Annexure E.

 

1.6 Financing Assistance and Buyback Guarantees 

 

1.6.1 Franchisor Financing Assistance

 

The Franchisor may, at its discretion and subject to conditions, provide limited financing assistance to the Franchisee to facilitate payment of the Purchase Price or to assist with deposits required by third‑party finance providers. Any assistance is conditional and will be documented in a financing schedule attached to this Agreement. Terms will include amount advanced, interest rate, repayment schedule, security, events of default and remedies.

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1.6.2 Deposit Advance

 

The Franchisor may advance up to R1,300,000.00 to cover a shortfall on a deposit required by a commercial finance provider, provided the Franchisee has conditional finance approval and executes a financing schedule with acceptable security. The advance will be repaid from the finance drawdown proceeds or earlier if required.

 

1.6.3 Buyback Guarantee

 

On written request from a recognised finance entity and subject to credit approval and a separate guarantee schedule, the Franchisor may furnish a buyback guarantee up to R16,000,000.00 (Sixteen million Rand). The guarantee will be documented separately and will set out the Franchisor’s obligations, recourse rights and expiry. The existence of a guarantee does not alter the Franchisee’s obligations under this Agreement.

 

1.6.4 Documentation and disclosure

 

Any assistance, advance or guarantee will be recorded in writing and attached to this Agreement as a schedule. The Franchisee will have the opportunity to obtain independent legal and financial advice before entering such arrangements.

 

1.6.5 Mandatory Auditor Direct Payment and Fleet Maintenance Support

 

A. Obligation to provide support: The Franchisor shall, through its appointed statutory auditor or an auditor engaged and controlled by the Franchisor (the Auditor), ensure that agreed operational and maintenance costs for the Franchisee’s vehicles and equipment are paid directly by the Auditor on behalf of the Franchisee where necessary to protect cash flow, preserve asset value and ensure continuous, safe operations. This obligation is a material term of this Agreement.

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B. Dedicated accounts and payment control: The Auditor will operate one or more dedicated bank accounts (each an Auditor Account) established and controlled by the Auditor for the sole purpose of receiving funds for, and effecting, Direct Payments under this clause. Auditor Accounts will be structured to separate short‑term operating payments from long‑term asset and maintenance reserves so that funds for ongoing servicing, tyres, consumables and depreciation provisioning are ring‑fenced and managed transparently.

 

C. Scope of Direct Payments: Direct Payments made by the Auditor shall include, without limitation: scheduled servicing and repairs; tyres and tyre replacement; fuel advances; routine maintenance parts and labour; depreciation provisioning for tyres and other wear items; safety and regulatory inspections; vehicle and equipment insurance premiums; and other operational costs expressly approved in writing by the Franchisor. Direct Payments shall not be used to satisfy the Franchisee’s personal liabilities.

 

D. Standards, suppliers and workmanship: All maintenance and repair work procured by the Auditor must be performed by suppliers and workshops approved by the Franchisor and must comply with manufacturer recommendations, the Operations Manual and the Franchisor’s required industry, safety and regulatory standards. The Auditor shall ensure that suppliers meet agreed service levels and that vehicles and equipment are maintained in a condition fit for safe, lawful and commercially reliable operation.

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E. Request, verification and payment process: The Franchisee must submit a written request for Direct Payment support together with supporting documentation (invoices, service estimates, maintenance schedules or inspection reports). The Auditor shall verify the documentation and effect Direct Payments from the appropriate Auditor Account in accordance with the Franchisor’s internal approval limits and credit criteria.

 

F. The Franchisor or Auditor will notify the Franchisee promptly of approvals and payments.

Depreciation and provisioning accounting: The Auditor shall calculate and record depreciation and consumable provisioning (including tyres and other wear items) using consistent, auditable accounting methods agreed with the Franchisor. Depreciation and provisioning entries shall be reflected in the Franchisee’s accounts and supporting schedules will be provided to the Franchisee at agreed intervals.

Repayment, interest and set‑off: Amounts paid by the Auditor on the Franchisee’s behalf are repayable by the Franchisee to the Franchisor on demand unless otherwise agreed in writing. Repayable amounts shall accrue interest at prime + 2% per annum from the date of payment until repaid.

 

A.1 The Franchisor may set off any unpaid Direct Payment amounts (and accrued interest and costs) against: (a) amounts otherwise payable by the Franchisor to the Franchisee (including profit‑share distributions); and/or (b) future royalty or marketing payments due from the Franchisee to the Franchisor. Any set‑off will be recorded in the Franchisee’s account and notified to the Franchisee.

 

B.1 Security and guarantees: As a condition of Direct Payment support, the Franchisor may require the Franchisee to provide security acceptable to the Franchisor (for example cession of proceeds, bank guarantee, or personal surety). The Franchisee must execute any documentation reasonably required by the Franchisor to evidence repayment obligations and security.

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C.1 Transparency, reporting and audit: For each Direct Payment the Auditor will provide the Franchisee with a written statement showing the recipient, description of work or cost, amount paid, date of payment and outstanding balance.

 

D.1 The Auditor will maintain full supporting invoices, service reports and maintenance records and will make these available to the Franchisee and to the Franchisor on request. The Franchisor and Auditor may audit maintenance records, supplier invoices and Auditor Account activity in accordance with the audit provisions of this Agreement.

Inspections and maintenance records: The Franchisee must permit the Franchisor or the Auditor to inspect vehicles, equipment and maintenance records on reasonable notice.

 

E.1 The Franchisee must keep accurate maintenance logs, ensure vehicles remain insured and roadworthy, and comply with any inspection or reporting requirements imposed by the Franchisor while Direct Payment support is in effect.

Limits, suspension and termination of support: The Franchisor may set per‑transaction and aggregate limits on Direct Payments and may require internal approvals before the Auditor effects payments.

 

F.1 The Franchisor may suspend or withdraw Direct Payment support where the Franchisee is in material breach of this Agreement, becomes insolvent, or otherwise fails to comply with repayment or security requirements. Withdrawal of support does not relieve the Franchisee of its repayment obligations for amounts already paid.

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A.2 Remedies and recovery: If the Franchisee defaults on repayment of any Direct Payment, the Franchisor may exercise any rights under this Agreement (including set‑off, enforcement of security, or recovery through legal process) and recover reasonable costs (including legal fees) incurred in recovering unpaid amounts.

 

B.2 No waiver or precedent:

 

The Franchisor’s performance of Direct Payments under this clause does not waive any of the Franchisor’s rights under this Agreement, create a precedent for support beyond the terms set out herein, or alter the Franchisee’s primary obligations to operate and maintain its business and assets in accordance with the Operations Manual.

 

2 OPERATIONS, TRAINING, INTELLECTUAL PROPERTY AND QUALITY CONTROL

 

2.1 Operations Manual

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The Operations Manual is proprietary and forms part of this Agreement. The Franchisee must operate strictly in accordance with the Manual and implement updates within required timeframes.

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2.2 Training and Support

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The Franchisor will provide initial and ongoing training as described in the Operations Manual. The Franchisee is responsible for trainee travel, subsistence and salaries during training unless otherwise agreed.

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2.3 Intellectual Property

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All Marks, Trade Dress, Know‑how, Copyright and Goodwill remain the Franchisor’s sole property. The Franchisee’s use is licensed and subject to Franchisor quality control. Unauthorised use or alteration of Marks is a material breach.

 

2.4 Approved Suppliers and Procurement

 

The Franchisor may designate suppliers for specified items. The Franchisee must purchase designated items from approved suppliers unless the Franchisor agrees otherwise in writing.

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3 FEES, NET SALES, REPORTING, PROFIT SHARE AND AUDIT

3.1 Royalties and Marketing Contribution

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Royalty: 6% of Net Sales / income payable monthly in arrears.

Marketing contribution: 2% of Net Sales / income payable monthly in arrears together with the royalty.
These amounts are separate from the Purchase Price.

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3.2 Net Sales / income definition

 

Net Sales / income = Gross Sales − VAT − bona fide trade discounts − value of goods returned. Gross Sales means total consideration received from customers for goods and services before VAT. Prohibited deductions are set out in Annexure B.

 

3.3 Franchise‑generated business profit share (D/E/F/G activities)

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For transactions under paragraphs D, E, F and G (buying/selling trucks/trailers/earth‑moving machinery and spare parts; sourcing transport loads and contracts; sourcing accredited transport subcontractors; related commodity facilitation), 70% of net profits from those specific transactions will be allocated to the Franchisee and 30% to the Franchisor. This profit‑share is separate from royalty and marketing contributions and follows the accounting and verification rules in Annexure B.

 

3.4 Reporting and payment

 

Frequency: Monthly in arrears for royalties and marketing contributions. Payments due within 7 business days after month end.

Profit‑share timing: Profit shares for each qualifying transaction will be calculated and paid within 30 days after final settlement of that transaction and submission of supporting documentation.

Royalty and profit‑share statement: The Franchisee must submit a signed statement each period using the template in Annexure B and retain supporting records for 5 years.

 

3.5 Audit rights

 

The Franchisor may audit the Franchisee’s records once per year with 10 business days notice; for cause more frequently. If material under‑reporting (>5%) is found, the Franchisee pays audit costs. Audit confidentiality and dispute escalation steps are in Annexure B.

 

3.6 Late payment

 

Late payments attract interest at prime + 2% and recovery costs.

 

4 COMPLIANCE, INSURANCE, RECORDS, CONFIDENTIALITY AND TERMINATION

 

4.1 Legal compliance and licences

 

The Franchisee must obtain and maintain all licences and comply with applicable laws, by‑laws and regulations in each jurisdiction where it operates.

 

4.2 Insurance

 

The Franchisee must maintain comprehensive general liability, automobile liability and workers’ compensation insurance as required by the Franchisor and name the Franchisor as additional insured where applicable. Proof of insurance must be provided before commencement.

 

4.3 Records and inspections

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The Franchisee will keep accurate books and records and permit the Franchisor inspections at reasonable times for compliance and royalty verification.

 

4.4 Confidentiality

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The Franchisee will keep Confidential Information confidential during and after the term and ensure employees sign secrecy undertakings.

 

4.5 Restrictive covenants

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During the term the Franchisee will not operate or have a controlling interest in a competing business within the Territory. Any post‑termination restraint will be reasonable in scope and enforceable under South African law; sample wording and duration are in Annexure A.

 

4.6 Events of default and termination

 

Events of default include material breach, insolvency, misuse of Marks, repeated non‑compliance, failure to pay after notice and cure periods, and unauthorised disclosure of trade secrets. On termination the Franchisee must cease use of Marks, return the Operations Manual and branded materials and comply with post‑termination disposal obligations in Annexure D.

 

4.7 Remedies and injunctive relief

 

The Franchisor may seek injunctive relief and recover costs, including reasonable attorneys’ fees, from the non‑prevailing party in disputes.

 

5 CONSUMER PROTECTION, DISCLOSURE, NOTICES AND GOVERNING LAW

 

5.1 Consumer protection and cooling‑off

 

The Franchisee may cancel this Agreement within ten business days after signing by written notice to the Franchisor in accordance with Section 7(2) of the Consumer Protection Act 68 of 2008. If the Franchisee validly cancels, the Franchisor will refund amounts required by law and follow return procedures in Annexure D. If funds are held in escrow, the escrow agent will release funds in accordance with escrow instructions and applicable law.

 

5.2 Disclosure and pre‑agreement certificate

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Franchisor confirmation of disclosure documents: The Franchisor confirms the Franchisee has received the disclosure document and the pre‑agreement certificate required by applicable law, as recorded in Annexure E.

Franchisee privacy: The Franchisor will not disclose the names, contact details or other identifying information of existing franchisees to third parties or prospective franchisees without the prior written consent of the relevant franchisee. The Franchisor may provide anonymised, aggregated or redacted information about the franchise network for legitimate disclosure, marketing or regulatory compliance purposes. The Franchisor may disclose franchisee information where required by law or a competent authority.

 

5.3 Notices

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All notices must be in writing and delivered to the domicilium addresses set out in this Agreement.

 

5.4 Governing law

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

 

5.5 Entire agreement and amendment

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This Agreement constitutes the entire agreement between the parties and may be amended only in writing signed by both parties.

 

ANNEXURE A — DEFINITIONS, COMMENCEMENT DATE, TERRITORY (SADC)

 

A1 Definitions (selected)

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Commencement Date: [YYYY‑MM‑DD] or the date conditions precedent are satisfied.

Termination Date: date on which Agreement expires or is terminated.

Business System: operating methods, procedures, standards and Know‑how in the Operations Manual.

Net Sales: defined in Annexure B.

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Marks: trade names, trademarks and service marks listed in Annexure C.

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Territory: the member states of the Southern African Development Community (SADC): Angola; Botswana; Comoros; Democratic Republic of the Congo; Eswatini; Lesotho; Madagascar; Malawi; Mauritius; Mozambique; Namibia; Seychelles; South Africa; United Republic of Tanzania; Zambia; Zimbabwe.

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A2 Territory scope and exclusivity

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The Territory includes all geographic, regulatory and commercial activities within those SADC states, including cross‑border transport services and online channels targeting customers in those states.

Unless expressly agreed in writing, the licence is non‑exclusive throughout the Territory. If exclusivity is granted for any area, it will be recorded in writing and conditional on the Franchisee meeting the Performance Milestones set out below.

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A3 Performance milestones (placeholders to finalise on signature)  

Where exclusivity is granted, the Franchisee must meet minimum milestones:

Operational milestone: maintain required service levels, insurance and compliance with local licences and customs requirements; and

Revenue milestone: achieve Net Sales of at least R[insert] within the first 12/24 months of trading, if exclusivity is granted.
Failure to meet milestones after notice and any cure period permits the Franchisor to withdraw exclusivity for the affected area.

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ANNEXURE B — NET SALES CALCULATION, ROYALTY REPORTING, PROFIT SHARE AND AUDIT

B1 Net Sales formula

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Net Sales = Gross Sales − VAT − bona fide trade discounts − value of goods returned.

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Allowed deductions: VAT; documented refunds and returns; bona fide trade discounts.

Prohibited deductions: supplier rebates not passed to Franchisor unless agreed; internal transfers that inflate deductions.

 

B2 Rates and frequency

Royalty: 6% of Net Sales.

Marketing contribution: 2% of Net Sales.

Profit share (D/E/F/G transactions): 70% of net profits to Franchisee; 30% to Franchisor.

Payment due: monthly in arrears within 7 business days after month end for royalties and marketing contributions. Profit shares paid within 30 days after final settlement of each qualifying transaction.

 

B3 Royalty and profit‑share statement template

Required fields: Reporting period; Gross Sales; VAT; Returns; Net Sales; Royalty Rate; Royalty Due; Marketing Rate; Marketing Due; Franchise‑generated business details (gross, direct costs, net profit, Franchisee share 70%, Franchisor share 30%); Other Fees; Total Payable; Signature; Date. Submit electronically to the Franchisor portal or email specified in the Agreement.

 

B4 Supporting records

Retain POS reports, daily takings, bank statements, tax invoices, credit notes, supplier invoices and detailed transaction records for D/E/F/G transactions for 5 years.

 

B5 Audit rights and process

Franchisor may audit once per year with 10 business days notice; for cause more frequently. Audits by an independent auditor mutually agreed; if under‑reporting >5% is found, Franchisee pays audit costs. Dispute escalation: meet in good faith within 30 days; unresolved disputes follow the Agreement’s dispute resolution procedure.

 

B6 Late payment

Interest at prime + 2% per annum, calculated daily from due date until payment in full, plus reasonable recovery costs.

 

B7 Profit‑share accounting rules (D/E/F/G transactions)

Direct costs: purchase cost, freight, customs duties, direct labour, transaction‑specific insurance and third‑party fees directly attributable to the transaction. Overhead allocations must be agreed in advance or follow a mutually accepted allocation method.

Net profit calculation: Net profit = Transaction revenue − Direct costs − agreed overhead allocation.

 

Timing: Profit shares calculated and paid within 30 days after final settlement and submission of supporting documentation. Disputed amounts held in escrow pending resolution.

 

ANNEXURE C — REGISTERED AND UNREGISTERED MARKS; TRADE DRESS

C1 Marks table

 

Provide a table listing each Mark with: Mark name; Registration number; Jurisdiction; Registration date; Status; Usage notes (colour codes, clear space, prohibited alterations). Attach high resolution artwork files.

 

C2 Trade dress specifications

Colour palette (Pantone/RGB/CMYK), signage dimensions, interior and exterior design, uniforms, packaging and POS specifications. Reference exact artwork and placement in the Operations Manual.

 

C3 Approval process

 

All artwork, packaging and advertising using the Marks must be submitted for Franchisor approval; turnaround time 10 business days.

ANNEXURE D — EQUIPMENT, ITEMS DELIVERED, DELIVERY AND ACCEPTANCE

 

D1 Inventory of items delivered

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Table columns: Item description; Quantity; Model/Serial; Condition; Supplier; Warranty period; Estimated replacement cost. Typical items: signage, POS hardware, uniforms, initial stock, specialised equipment, software licences, starter marketing pack.

 

D2 Purchase price allocation

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Purchase price allocation to be agreed and recorded on signature. The parties will complete and attach a Purchase Price Allocation schedule at signing that reflects the actual allocation of the Purchase Price between licence/goodwill, equipment, stock, training and working capital. The Purchase Price stated in clause 1.3 remains the total payable under this Agreement unless otherwise agreed in writing.

 

D3 Delivery, acceptance, title and risk

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Delivery schedule and acceptance testing procedure. Franchisee signs Delivery & Acceptance Certificate on receipt. Title passes on payment in full unless otherwise agreed. Risk passes on delivery. If Franchisor retains title until full payment, record security and insurance obligations here.

 

D4 Maintenance and replacement

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Franchisee responsible for maintenance after warranty; high value items must be insured and listed.

 

D5 Financing Assistance and Buyback Schedule

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Deposit Advance: If a deposit advance is provided, record: amount advanced; date advanced; repayment terms; interest rate; security provided; Auditor Account details; and the Delivery & Acceptance Certificate reference.

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Buyback Guarantee: If a buyback guarantee is issued, attach the guarantee schedule and record: guaranteed amount (up to R16,000,000); beneficiary (finance entity); guarantee expiry date; conditions precedent; Franchisor recourse rights; and any insurance or reporting obligations imposed on the Franchisee.

 

Direct Payments record: Each Direct Payment effected by the Auditor will be recorded with Auditor name, Auditor Account details, recipient, amount, date, description of work, repayment terms, interest rate and security provided.

 

ANNEXURE E — DISCLOSURE DOCUMENTS, PRE‑AGREEMENT CERTIFICATE, COOLING OFF AND PRIVACY

 

E1 Disclosure checklist

 

Franchisee confirms receipt at least 14 days before signing of: full disclosure document (financials, litigation history, list of material fees and obligations); pre‑agreement certificate from eligible accounting officer/auditor; copy or summary of the Operations Manual; and any material supply or lease agreements.

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E2 Acknowledgement and independent advice

 

Franchisee acknowledges receipt and confirms opportunity to obtain independent legal and financial advice prior to signing.

 

E3 Cooling off procedure

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Franchisee may cancel within ten business days after signing by written notice to Franchisor at the address or email in this Agreement. On valid cancellation Franchisor will refund amounts required by law and arrange return of materials per Annexure D. If funds are held in escrow, escrow agent will release funds in accordance with escrow instructions and applicable law.

 

E4 Franchisee privacy and network disclosure policy

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No disclosure without consent: The Franchisor will not disclose the names, contact details or other identifying information of existing franchisees to prospective franchisees or other third parties unless the relevant franchisee has provided prior written consent.

Anonymised network information: The Franchisor may provide anonymised, aggregated or redacted information about the franchise network for marketing, regulatory or disclosure purposes.

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Consent process: If a prospective franchisee requests to contact an existing franchisee, the Franchisor will first obtain the existing franchisee’s written consent specifying the scope and duration of the consent before sharing any contact details. The consenting franchisee may withdraw consent at any time by written notice to the Franchisor.

Legal exceptions: The Franchisor may disclose franchisee information where required by law, court order, or a competent regulatory authority, provided the Franchisor gives the affected franchisee prompt notice of the disclosure unless prohibited by law.

 

E5 Franchisor confirmation

Franchisor confirms documents were provided on [date] and signs below.

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SIGNATURES
For Franchisor  
Springbok WV Industries (Pty) Ltd

 

By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________

 

For Franchisee  

By: ___________________________
Name: _________________________
ID or Registration No: ___________
Date: __________________________

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