MASTER SERVICE DELIVERY AGREEMENT

Effective Date: [Loading...]

BETWEEN:

VOLVE MEDIA (PROPRIETARY) LIMITED
Registration Number: 2024/667714/07
a private company incorporated under the laws of the Republic of South Africa, trading as Volve Media and operating its auxiliary credit education and finance recovery desk under the name CreditBuilderFlow (CBF)
(Hereinafter referred to as “CBF”)

AND

[Dealership Name]
Registration Number: [Registration Number]
Represented by [Signatory Name], in their capacity as [Designation]
(Hereinafter referred to as “The Dealership”)

(Each a “Party” and collectively the “Parties”)

RECITALS:

• CBF operates an off-site credit rehabilitation, dispute resolution, and underwriting support desk designed to assist consumers in improving their creditworthiness and vehicle finance readiness.
• The Dealership generates vehicle finance applications, a portion of which are declined or pre-emptively rejected by retail vehicle financiers (including WesBank, MFC, Absa, and Standard Bank).
• The Dealership wishes to engage CBF to evaluate, rehabilitate, and qualify such unfinanceable buyers, with the express covenant that all rehabilitated, Finance-Ready buyers are returned exclusively to The Dealership to conclude vehicle delivery.

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1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement:

• “Agreement” means this Master Service Delivery Agreement, including all annexures and schedules hereto.
• “Business Day” means any day other than a Saturday, Sunday, or public holiday in South Africa.
• “Causation Period” means a period of ninety (90) calendar days commencing from the date CBF formally notifies The Dealership in writing that a Lead is “Finance-Ready” under Clause 4.2.
• “Dedicated Referral Link” means an individualized, trackable digital URL provided by CBF to The Dealership's F&I desk, enabling direct, compliant customer self-onboarding.
• “Finance-Ready” means a Lead who, in CBF’s assessment, has cleared relevant credit bureau adverse listings and improved debt-to-income affordability to a level statistically capable of securing retail vehicle asset finance.
• “Lead” means a prospective vehicle purchaser whose finance application has been declined by bank financiers or triaged as unfinanceable under The Dealership's supervision.
• “POPIA” means the Protection of Personal Information Act, No. 4 of 2013, as amended.
• “Service Fee” means the performance-based contingency fee payable by The Dealership to CBF as set out in Clause 5.

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2. PURPOSE & CLOSED-LOOP FLOOR EXCLUSIVITY

2.1. Purpose: The purpose of this Agreement is to establish the commercial and operational terms under which CBF rehabilitates declined Leads through off-site bureau remediation, returning finance-ready buyers exclusively to The Dealership.

2.2. Contractual Anti-Poaching Lock (Closed-Loop Exclusivity): CBF contractually covenants and guarantees that all Leads referred by The Dealership shall remain strictly and permanently ring-fenced to The Dealership. Under no circumstances shall CBF introduce, shop, broker, or redirect any rehabilitated or Finance-Ready Lead to any competing motor dealership, third-party broker, or alternative vehicle retail entity. All Finance-Ready buyers shall be reintroduced exclusively to The Dealership to conclude vehicle delivery.

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3. DEALERSHIP WORKFLOW & DATA PRIVACY

The Dealership agrees to:

• 3.1. Digital Referral Link Distribution: Provide declined prospective buyers with their Dedicated Referral Link via digital communication (WhatsApp or Email), inviting the buyer to explore auxiliary credit rehabilitation directly with CBF.
• 3.2. Direct Consumer Mandate (Zero Dealership Liability): The Parties confirm that the prospective buyer executes a direct electronic Section 11 POPIA consent and mandate directly with CBF upon visiting the referral link. The Dealership is not required to extract, transfer, or manually manage customer financial records for CBF, thereby completely insulating The Dealership from consumer data transmission liability.
• 3.3. Pre-Emptive Triage: The Dealership’s F&I team may, at their professional discretion, route prospective buyers exhibiting severe bank statement conduct issues (e.g., bounced debit orders) directly to CBF prior to formal bank submission, protecting The Dealership's bank approval ratio.
• 3.4. Active Process Stand-Down: Refrain from altering the credit profile of Leads engaged in active CBF rehabilitation, nor refer them to competing credit repair services during active remediation.
• 3.5. Notification of Delivery: Notify CBF in writing within five (5) Business Days of any referred Lead completing a vehicle purchase and receiving bank funding during the Causation Period.

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4. SERVICES PROVIDED (CBF)

CBF agrees to:

• 4.1. Off-Site Dispute Remediation: Execute statutory credit bureau dispute filings, debt restructuring negotiations, and bank conduct coaching under direct customer mandate.
• 4.2. Exclusive Reintroduction: Notify The Dealership’s designated F&I contact immediately upon a Lead achieving Finance-Ready status, providing updated score criteria to facilitate OTP signing and vehicle delivery.
• 4.3. Attribution Tooling: Provide individualized digital referral links to ensure transparent attribution and reporting.

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5. FEES, CONTINGENCY SETTLEMENT & PAYMENT

• 5.1. Zero Fixed Retainers: There are R0.00 monthly retainers, R0.00 platform subscriptions, and R0.00 upfront onboarding charges. The Dealership incurs zero financial liability if zero referred Leads result in vehicle delivery.
• 5.2. Contingency Performance Fee Schedule: The Service Fee payable by The Dealership to CBF for each successfully concluded vehicle transaction resulting from a referred Lead shall be determined as follows:
  • (a) Vehicles Retailing Under R130,000: A flat handling fee of R6,000.00 (Six Thousand Rand) inclusive of VAT per delivered vehicle;
  • (b) Vehicles Retailing R130,000 and Above: 5.0% (Five Percent) of the Vehicle Retail Selling Price (exclusive of VAT) per delivered vehicle.
• 5.3. Invoice Timing: CBF will invoice The Dealership within five (5) Business Days of receiving confirmation of vehicle delivery and bank funding payout.
• 5.4. Payment Terms: Payment of the Service Fee is due within seven (7) calendar days of the invoice date via EFT to the designated bank account.
• 5.5. Dispute Resolution on Invoices: If any invoice is disputed, The Dealership must notify CBF in writing within five (5) Business Days of receipt of the invoice. Undisputed amounts must be settled within terms.

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6. TERM AND TERMINATION

• 6.1. This Agreement commences on the Effective Date and continues on a rolling monthly basis.
• 6.2. Either Party may terminate this Agreement at any time by giving thirty (30) days’ written notice.
• 6.3. In the event of termination, The Dealership remains liable for Service Fees on any referred Leads that conclude vehicle delivery within the 90-day Causation Period.

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7. CONFIDENTIALITY & POPIA COMPLIANCE

• 7.1. Each Party agrees to maintain the strict confidentiality of all business, commercial, and attribution data exchanged under this Agreement.
• 7.2. CBF warrants that all personal data collected post-referral adheres to statutory security safeguards prescribed by POPIA, and CBF indemnifies The Dealership against consumer data claims arising from CBF’s off-site handling of records.

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8. INDEPENDENT CONTRACTOR RELATIONSHIP

8.1. CBF performs services as an independent specialized contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

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9. GOVERNING LAW & JURISDICTION

9.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

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10. NOTICES AND DOMICILIUM

10.1. Addresses for legal notices:

For CBF (Volve Media (Pty) Ltd):
Address: 24 Temba St, Atteridgeville, Pretoria, Gauteng, 0008
Email: volve@volvemedia.com
Attention: Kea Letsoalo

For The Dealership ():
Address:
Email:
Attention:

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DIGITAL ACCEPTANCE AND AUTHORISATION

By ticking the acceptance box below and submitting, you, on behalf of The Dealership, execute this Master Service Delivery Agreement in terms of Section 13 of the Electronic Communications and Transactions Act, No. 25 of 2002.

I agree to the Terms, Exclusivity Guarantees, and Fee Schedule of this Master Service Agreement.

Authorised Signatory Full Name:

Signatory Designation / Official Title:

Submit & Digitally Execute Agreement

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