TERMS OF SERVICE

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Version: V1.0
Date: 18 May 2026

A. PARTIES

These Customer Terms of Service (“Terms”) are entered into by and between:

ORDERUP! (PTY) LTD, trading as OrderUp!
Registration number: k202559073107
Registered address: 25 Northfield Ave, Glenhazel
(“OrderUp!”, “we”, “us”, “our”)

and

the person accessing or using the OrderUp! Platform as a customer
(“Customer”, “you”, “your”).

These Terms govern your access to and use of the OrderUp! Platform.

B. DEFINITIONS

In these Terms, unless the context indicates otherwise:

“App / Application / Platform” means the OrderUp! mobile application(s), website, wallet functionality, APIs, and related systems used to browse merchants, place orders, make payments, receive rewards, and manage your account.
“Bean Bucks” / “BB” means OrderUp!’s closed-loop rewards currency that customers may earn, hold, and redeem in accordance with these Terms and any rules published by OrderUp! from time to time.
“Business Day” means a day other than a Saturday, Sunday, or South African public holiday.
“Content” means any text, images, menus, product descriptions, ratings, reviews, logos, graphics, and other material displayed on or uploaded to the Platform.
“Customer” means the end user who creates an account with OrderUp! or uses the Platform to place an order.
“Merchant” means an independent restaurant, café, store, vendor, or other business offering goods through the Platform.
“Order” means an order submitted by you through the Platform to a Merchant.
“Order Value” means the value of the goods ordered from the Merchant, excluding the Service Fee, delivery fees (if any), tips (if any), and refunds, unless OrderUp! states otherwise in writing.
“OrderUp Wallet” means the stored-value balance reflected in your OrderUp! account and usable only within the Platform, subject to these Terms.
“Promotional Placement” means a featured or promoted placement in the Platform, such as “What’s Hot”, sponsored listings, or similar promotional positioning.
“Service Fee” means the customer fee added to each Order. As at the Effective Date, the Service Fee is the minimum of R1.00 or 2% of the total order value, but it may be changed by OrderUp! in accordance with these Terms.
“Effective Date” means the date on which you accept these Terms in accordance with clause D.
“Data Protection Legislation” includes the Protection of Personal Information Act 4 of 2013 (“POPIA”) and related regulations, amendments, or replacement legislation.

C. INTRODUCTION AND PURPOSE

OrderUp! provides technology that enables you to browse participating Merchants, place Orders, make payments, receive wallet credits, and use rewards through the Platform.

Unless expressly stated otherwise in writing, OrderUp! is a technology and payment facilitation platform. OrderUp! is not the producer, seller, preparer, or fulfiller of Merchant goods. The contract for the supply of goods placed through the Platform is primarily between you and the relevant Merchant, except to the extent that applicable law provides otherwise.

OrderUp! is not responsible for the preparation, ingredients, quality, safety, legality, or fitness for purpose of Merchant goods, except to the extent required by law.

These Terms govern your use of the Platform and form a binding agreement between you and OrderUp!.

D. ACCEPTANCE, TERM, AND ELIGIBILITY

1. Acceptance

You accept these Terms electronically by tapping “Register”, “Sign Up”, “Place Order”, “Pay”, or any equivalent confirmation or acceptance button in the Platform.

You agree that:

1.1.

your electronic acceptance constitutes valid agreement to these Terms;

1.2.

no handwritten signature is required; and

1.3.

OrderUp!’s electronic records, logs, timestamps, and acceptance screens may be used as evidence of your acceptance, to the extent permitted by law.

2. Eligibility

You may use the Platform only if you are legally capable of entering into a binding agreement under South African law.

If you are under 18, you may use the Platform only with the involvement, supervision, and consent of a parent or legal guardian, where required by law.

3. Term

These Terms start on the Effective Date and continue for as long as you use the Platform or maintain an account, unless terminated in accordance with these Terms.

E. ACCOUNT REGISTRATION AND SECURITY

You may need to create an account to use some or all features of the Platform.

You agree to:

You must notify OrderUp! promptly if you suspect unauthorised access to your account.

OrderUp! may require identity verification, payment verification, or additional information before enabling certain features, including wallet use, refunds, promotions, or order activity.

F. PLATFORM USE RULES

You may use the Platform only for lawful purposes and in accordance with these Terms.

You must not:

OrderUp! may investigate suspected misuse and may suspend or restrict your access where reasonably necessary.

G. MERCHANTS, PRODUCTS, AND AVAILABILITY

Merchants are independent businesses and are responsible for their own menus, stock, pricing, preparation, packaging, allergens, dietary information, trading hours, and fulfilment.

While OrderUp! may display Merchant information on the Platform, OrderUp! does not guarantee that:

You are responsible for reviewing menu descriptions, allergen information, pricing, and order details before submitting an Order. If you have allergies, intolerances, or special dietary requirements, you should confirm directly with the Merchant before ordering.

H. ORDERS AND ORDER FLOW

1. Placing Orders

When you place an Order through the Platform, you are making an offer to purchase goods from the Merchant listed in that Order.

2. Order status

An Order may move through statuses such as “Pending”, “Received”, “In Progress”, “Ready”, or similar status labels used in the Platform.

3. Acceptance and rejection

A Merchant may accept or reject an Order. An Order is not guaranteed until accepted by the Merchant through the Platform or its connected systems.

4. Authoritative record

The Platform’s electronic order record is the authoritative record of the Order, including the items, price, time, and status shown in the Platform, unless proven otherwise.

5. Availability and technical dependency

OrderUp! is not responsible for Merchant-side connectivity failures, device failures, point-of-sale issues, printer issues, internet outages, or other Merchant operational failures that affect acceptance or fulfilment.

I. PRICING, FEES, AND PAYMENT

1. Pricing

Prices displayed on the Platform are set by or on behalf of the Merchant, unless otherwise indicated. Prices may differ from in-store prices where permitted by law.

2. Service Fee

A Service Fee is added to every Order. Unless stated otherwise:

2.1.

the Service Fee is payable by you;

2.2.

the Service Fee is retained by OrderUp!; and

2.3.

the Service Fee is separate from the Order Value payable to the Merchant.

As at the Effective Date, the Service Fee is the minimum of R1.00 or 2% of the total order value, but OrderUp! may increase, decrease, replace, or remove the Service Fee at any time, subject to applicable law.

3. Other amounts

Your total payable amount may also include delivery fees, bag fees, tips, taxes where applicable, or other clearly disclosed charges.

4. Payment methods

You may pay using the payment methods supported in the Platform, including the OrderUp Wallet where available.

5. Payment authorisation

By submitting an Order, you authorise OrderUp! and its payment service providers to charge the selected payment method for the full amount shown at checkout.

6. Failed or reversed payments

If a payment fails, is reversed, disputed, or charged back, OrderUp! may cancel or suspend the Order, reverse wallet credits or rewards, recover amounts due, or restrict your account, subject to applicable law.

J. ORDERUP WALLET

1. Nature of wallet

The OrderUp Wallet is a closed-loop stored-value feature usable only within the Platform, and only in the manner made available by OrderUp!.

2. No bank account

The OrderUp Wallet is not a bank account, deposit account, investment product, or general-purpose payment instrument.

3. Wallet credits

Wallet balances may arise from refunds, promotions, goodwill credits, or other amounts credited by OrderUp!.

4. Use restrictions

Wallet balances:

4.1.

may only be used within the Platform;

4.2.

are not transferable unless OrderUp! expressly allows it;

4.3.

may not be resold, exchanged, or redeemed for cash unless required by law; and

4.4.

may be subject to verification, anti-fraud controls, and usage restrictions.

5. Corrections

OrderUp! may correct wallet balances where a credit was issued in error, obtained fraudulently, duplicated, or linked to a reversed or invalid transaction.

K. BEAN BUCKS (BB)

1. Program nature

Bean Bucks are a promotional closed-loop rewards currency within the Platform. They are not cash, legal tender, e-money, crypto-assets, securities, or a stored-value right outside the Platform.

2. Earning and redemption

Bean Bucks may be earned, allocated, redeemed, expired, restricted, reversed, or cancelled in accordance with the rules set by OrderUp! from time to time.

3. Redemption restrictions

Bean Bucks may be redeemable only on eligible items, including beverages or other categories designated in the Platform. Eligibility may vary by Merchant, product category, promotion, or campaign.

4. No cash value

Bean Bucks:

4.1.

are not redeemable for cash by you;

4.2.

may not be withdrawn, transferred, or sold unless OrderUp! expressly allows it; and

4.3.

may not be used outside the Platform.

5. Program changes

OrderUp! may, in its discretion and subject to applicable law, change any aspect of the Bean Bucks program at any time, including:

5.1.

earning rules and rates;

5.2.

redemption rules;

5.3.

eligible items or categories;

5.4.

the in-app value or purchasing power attributed to Bean Bucks;

5.5.

limits, anti-fraud rules, reversals, and expiry; and

5.6.

suspension or discontinuation of the program.

Where required by law, or where a change materially affects your rights, OrderUp! will provide notice within a reasonable time.

6. Abuse

If OrderUp! reasonably suspects fraud, abuse, manipulation, or misuse relating to Bean Bucks, OrderUp! may suspend or reverse affected rewards or restrict access to the program.

L. CANCELLATIONS, REFUNDS, AND DISPUTES

1. Refund policy

The following refund logic applies on the Platform unless otherwise required by law:

1.1.

Customer cancels before the Order is accepted while the Order is in “Pending” or “Received”: a full refund is made to the Customer’s OrderUp Wallet.

1.2.

Customer cancels after the Order is accepted while the Order is “In Progress” or “Ready”: no refund is due.

1.3.

Merchant rejects the Order: a full refund is made to the Customer’s OrderUp Wallet.

2. Refund destination

Unless OrderUp! states otherwise, refunds are made to the OrderUp Wallet and not to your original payment method.

3. Legal rights preserved

Nothing in these Terms limits any mandatory rights you may have under applicable consumer protection law, including the Consumer Protection Act where applicable.

4. Merchant issues

If there is a problem with an Order due to Merchant error, missing items, incorrect items, quality issues, or non-fulfilment, OrderUp! may assist in resolving the issue, but the Merchant remains primarily responsible for its fulfilment obligations and the goods supplied, subject to applicable law.

5. Investigations

OrderUp! may request photos, descriptions, receipts, timestamps, or other information reasonably necessary to investigate refund or support requests.

6. Abuse

OrderUp! may refuse, limit, or reverse refunds, credits, or goodwill adjustments where it reasonably believes a claim is fraudulent, abusive, duplicate, or inconsistent with Platform records, subject to applicable law.

M. PROMOTIONS, DISCOUNTS, AND CREDITS

Promotions, discounts, vouchers, coupon codes, credits, referral benefits, and campaign offers may be made available from time to time.

Unless otherwise stated:

N. CONTENT, RATINGS, AND REVIEWS

If you submit ratings, reviews, comments, images, or other Content to the Platform, you warrant that your Content:

You grant OrderUp! a non-exclusive, worldwide, royalty-free licence to use, reproduce, publish, display, adapt, and distribute such Content for operating, improving, and marketing the Platform.

OrderUp! may remove Content at its discretion where it reasonably considers the Content unlawful, abusive, misleading, irrelevant, or in breach of these Terms.

O. INTELLECTUAL PROPERTY

The Platform and its content, including software, designs, layouts, trademarks, logos, graphics, and materials, are owned by OrderUp! or its licensors.

You do not acquire any ownership rights in the Platform or its content by using it.

You may use the Platform only for your personal, non-commercial use, subject to these Terms and any rights that cannot legally be excluded.

Merchant names, logos, and menu materials remain the property of the relevant Merchant or its licensors.

P. PRIVACY AND DATA PROTECTION

OrderUp! processes personal information in accordance with applicable Data Protection Legislation, including POPIA, and in accordance with OrderUp!’s Privacy Policy, as updated from time to time.

By using the Platform, you acknowledge that OrderUp! may process your personal information as reasonably necessary to:

OrderUp! may share relevant order and customer information with Merchants and service providers to the extent necessary to perform the Platform services, process transactions, support fulfilment, prevent fraud, and comply with legal obligations.

You must ensure that personal information you provide is accurate and lawfully supplied.

Q. SUSPENSION AND TERMINATION

OrderUp! may suspend, restrict, or terminate your access to the Platform immediately, in whole or in part, if OrderUp! reasonably believes that:

You may stop using the Platform at any time.

Termination or suspension does not affect any rights or obligations that accrued before termination, including payment obligations, investigations, chargebacks, refund reversals, or rights relating to wallet corrections, Bean Bucks reversals, intellectual property, privacy, indemnity, and limitation of liability.

R. DISCLAIMERS

To the fullest extent permitted by law:

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded under South African law.

S. LIMITATION OF LIABILITY

To the extent permitted by law, OrderUp! is not liable for indirect, incidental, special, or consequential loss, including loss of profits, goodwill, opportunity, or data arising from your use of the Platform.

To the extent permitted by law, OrderUp! is not liable for losses arising from:

If OrderUp! is found liable to you, OrderUp!’s total liability, to the extent permitted by law, is limited to the total amount of fees actually paid by you to OrderUp! in relation to the specific affected Order giving rise to the claim, except where a greater remedy is required by law.

Nothing in these Terms excludes or limits liability for gross negligence, wilful misconduct, fraud, or any liability that cannot lawfully be excluded or limited.

T. INDEMNITY

You indemnify and hold OrderUp! harmless against claims, losses, damages, penalties, liabilities, and reasonable legal costs arising from:

except to the extent the relevant loss was caused by OrderUp!’s negligence or breach.

This clause survives termination to the extent permitted by law.

U. CHANGES TO THESE TERMS AND THE PLATFORM

OrderUp! may update these Terms from time to time.

Where a change is material, OrderUp! will provide notice by in-app notice, email, website publication, or other reasonable means before the updated Terms take effect, where required by law.

Your continued use of the Platform after the effective date of the updated Terms constitutes acceptance of the revised Terms, unless applicable law requires a different form of consent.

OrderUp! may also update, modify, suspend, or discontinue features of the Platform, including the wallet, Bean Bucks, promotions, and merchant listings.

V. NOTICES

OrderUp!’s address for legal notices is: team@order-up.co.za

OrderUp! may change this on 7 days’ notice.

Your address for notices is the email address and other contact details linked to your account, as updated by you from time to time.

Notices must be in English and may be sent by hand, registered post, or email.

Deemed receipt:

W. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of the Republic of South Africa.

You and OrderUp! submit to the jurisdiction of the competent courts of South Africa, subject to any rights you may have under applicable consumer law to bring a claim in another competent forum.

X. GENERAL

Entire agreement. These Terms, together with any policy or specific promotion terms incorporated by reference, form the entire agreement between you and OrderUp! regarding your use of the Platform.

Severability. If any provision is found invalid or unenforceable, the remaining provisions remain in full force to the extent possible.

No waiver. A failure or delay to enforce any right is not a waiver of that right.

Assignment. You may not cede, assign, or transfer your rights or obligations under these Terms without OrderUp!’s prior written consent. OrderUp! may assign or transfer these Terms as part of a reorganisation, sale, merger, or transfer of business, subject to applicable law.

Third-party services. The Platform may use or integrate third-party services, including Google Maps Platform APIs, to provide features such as location, maps, directions, merchant discovery, and related functionality. By using the Platform, you acknowledge and agree that your use of any Google Maps functionality is also subject to Google’s Terms of Service, available at: https://policies.google.com/terms. You must not use the Platform in any way that causes OrderUp! to breach Google’s applicable terms, policies, or requirements.

Force majeure. OrderUp! is not liable for delay or failure caused by events beyond its reasonable control.

No partnership. Nothing in these Terms creates any agency, partnership, employment, or joint venture relationship between you and OrderUp!.