ENTERPRISE AGREEMENT

Effective Date: 24 August 2026
Version: 1

This Enterprise Agreement document (Framework) explains how a Tenant may request clause-specific enterprise variations from Henry AI (Pty) Ltd, registration number 2023/620906/07, trading as Henry, Henry AI, Henry Ingest, Henry Insights and Henry Exchange (Henry). Every approved variation must take the form of a signed annex to Henry's standard legal documents (Enterprise Annex). An Enterprise Annex supplements and, only where it expressly says so, varies the standard documents; it does not replace them with a separate static agreement. This Framework must be read with Henry's standard Terms of Service, Privacy Policy, Operator Agreement, Service Level Agreement, Customer Acceptable Use Policy, Suboperator List, Security and Incident Schedule, Retention, Deletion and De-identification Schedule, International Transfer and Recipient Register, applicable Product and Processing Schedule, Commercial Terms and order documentation.

Standard and Enterprise arrangements: Henry's standard legal documents, service scope and pricing apply unless a signed Enterprise Annex expressly varies an eligible, identified contractual matter. Where legally and operationally available, any enhanced or non-standard commitment must be separately requested, assessed, approved and priced under this Framework. Enterprise status or payment does not by itself create or vary a commitment.

1. Purpose

1.1. Henry's standard online documents apply to every Tenant and remain the foundation of every Enterprise arrangement. They may change from time to time under their stated change-control provisions. An Enterprise customer may vary only identified clauses or service levels through a signed Enterprise Annex under this Framework.

1.2. A Tenant may request an Enterprise Annex that:

varies an identified clause of the Terms of Service, Operator Agreement, Service Level Agreement or Commercial Terms;
supplements an identified privacy, processing, security, retention, transfer or Suboperator commitment without creating a separate replacement policy;
varies a specific Henry Ingest, Henry Insights or Henry Exchange Product and Processing Schedule provision;
records client-specific service levels, support, recovery, data-residency, encryption, key-management, audit, backup, deletion, lead-sharing, AI-provider or processing-role commitments; or
records another agreed clause-specific adjustment connected with the Service.

1.3. Henry's review is intended to identify practical options and support a constructive discussion. A requested change has no effect unless it is recorded in a signed Enterprise Annex that identifies the standard provision being supplemented or varied.

1.4. Under no circumstances will Henry agree to, implement or treat as effective any request, term or Enterprise Annex that would require a breach of POPIA or other mandatory law; reduce, avoid or circumvent a mandatory privacy obligation or Data Subject right; degrade Henry's approved information-security controls; compromise Henry's ISO/IEC 27001-aligned information security management framework; or prejudice Henry's ability to obtain, maintain or preserve the scope of an ISO/IEC 27001 certification. An Enterprise arrangement may strengthen safeguards but may not reduce them below Henry's approved security baseline or the protection required by law. Henry does not represent that it is certified unless an applicable document expressly confirms the current certification and scope.

2. Enterprise Plan Status

2.1. A Tenant becomes an Enterprise Plan Customer when:

Henry has completed the review described in Section 3;
the parties have agreed the relevant scope, pricing and Enterprise Annexes;
the Enterprise Annexes have become effective under Section 6; and
Henry has confirmed activation of the Enterprise plan.

2.2. Enterprise Plan Customer status applies only for the period and Services stated in the applicable signed order and Enterprise Annex.

2.3. Requests, discussions and draft proposals help the parties develop a suitable arrangement but do not by themselves activate Enterprise Plan Customer status. Payment of a standard-plan Fee likewise activates only the applicable standard plan.

3. Review and Customisation Process

3.1. To assess a request efficiently, the Tenant should provide sufficient information about the affected Services, required changes, intended data and workflows, restricted data classes, whether a location requirement concerns data at rest, backups, processing, support access or transit, security or compliance requirements, service levels, implementation timetable and relevant internal or regulatory constraints.

3.2. Henry may tailor its legal, commercial, technical, privacy, security and operational review to the request and ask for supporting policies, risk assessments, architecture information or authorised contacts.

3.3. Henry may accept a request, explain why it cannot be accommodated, or propose alternatives. Henry will decline any request prohibited by Section 1.4 and may decline wording that would create a standalone replacement agreement. Sections 5 and 6 govern approval and effectiveness.

3.4. Approved changes must be recorded only in a clearly identified Enterprise Annex that states:

the parties and affected Services;
each standard document, section, clause or service level being supplemented or varied;
the precise enterprise-specific term and whether it supplements or replaces the identified wording;
its effective date and duration;
applicable Fees, dependencies, exclusions and remedies;
where relevant, the covered data categories, processing states, locations, providers, retention periods and shared responsibilities; and
any order of precedence required to resolve an inconsistency.

3.5. An Enterprise Annex may attach an order, technical schedule or implementation table for detail, but those attachments remain part of the Annex and do not become standalone replacements for the general terms or policies.

3.6. Each party must treat non-public procurement, due-diligence, architecture, security, pricing, legal and compliance material received during the review as Confidential Information under the Terms of Service, even if no Enterprise Annex is signed. It may use that material only to evaluate, approve, implement or assure the proposed arrangement and may disclose it only to authorised personnel and professional advisers under equivalent duties. Security-sensitive material may be provided in a controlled data room, summary or independent report and may not be used to test or attack a system.

3.7. A requested variation affecting privacy, security, processing roles, data location, providers, retention, deletion, AI use, regulated workflows, audit rights, certification, availability, recovery, liability or another material compliance matter remains subject to Henry's documented internal legal, compliance, technical and commercial approvals. Participation by a Henry director or representative in a meeting, negotiation, demonstration or correspondence does not waive or evidence completion of those approvals.

4. Pricing

4.1. To align pricing with the requested service and Annex commitments, Enterprise pricing may differ from standard-plan pricing and vary according to the Tenant's legal, privacy, lead-sharing, processing-role, security, support, infrastructure, data-residency, implementation and operational requirements.

4.2. Pricing may comprise adjusted subscription Fees and separately scoped charges for legal review, technical assessment, implementation, dedicated or specialised infrastructure, enhanced support, custom reporting, audit support, third-party costs and ongoing compliance or service obligations.

4.3. Henry will communicate applicable pricing before signature. Unless the signed Enterprise Annex states otherwise, work outside the agreed Enterprise scope may be quoted and charged separately.

4.4. Standard-plan Fees cover the standard scope. Custom review, terms and Enterprise services are priced under this Section when the parties agree to proceed.

4.5. A Custom Development or migration Annex must identify scope, deliverables, dependencies, change control, acceptance criteria, delay allocation and transition assistance. Henry owns all Custom Development, bespoke deliverables, reusable platform tools, methods, know-how and Improvements; payment activates only the licence in the Terms of Service. An ordinary Enterprise Annex, statement of work or acceptance record cannot transfer ownership or vary that position.

5. Enterprise Annexes and Precedence

5.1. An Enterprise Annex is the only instrument by which an Enterprise Plan Customer and Henry may supplement or vary Henry's standard legal documents. A signed order may record commercial scope and incorporate an Enterprise Annex, but it does not independently amend a legal clause unless the Annex expressly does so.

5.2. Henry's general terms, policies, schedules and registers continue to apply and may change from time to time under their own change-control provisions. An Enterprise Annex does not freeze or replace the general legal pack. It governs only the Enterprise customer, Services, period and subject matter it expressly identifies.

5.3. An Enterprise Annex prevails over a standard document only to the extent that it expressly identifies and changes a clause or service level. If a later standard revision renumbers or restates the same subject, the Annex continues to govern that identified subject unless the Annex expires, the parties sign a replacement Annex, or mandatory law requires otherwise. A residency commitment applies only to the expressly identified data categories, services and processing states.

5.4. If Enterprise Annexes conflict, the order of precedence stated in them applies. If no order is stated, the more specific Annex governs its specific subject matter, and the later signed Annex governs an irreconcilable conflict concerning the same clause or service level.

5.5. To avoid uncertainty, an oral statement, demonstration, roadmap discussion, recording, unsigned draft, proposal, quotation, security questionnaire, procurement form, purchase order, Tenant policy, email, message, presentation, ticket or meeting note does not amend the standard documents, constitute an Enterprise Annex, or authorise reliance on a non-standard capability or commitment. This applies regardless of the seniority or title of the person making or receiving the statement. A Tenant's template agreement is not incorporated merely because it is supplied during procurement.

5.6. No Enterprise Annex may state that the standard legal pack ceases to apply in its entirety. A purported blanket replacement or incorporation of a separate static customer agreement is ineffective and is not accepted by Henry.

5.7. If a Product and Processing Schedule is renamed, renumbered or materially changed, Henry will map each surviving Enterprise variation to the corresponding subject in the replacement schedule and provide the mapping with the change notice. A change may not silently remove a surviving enterprise commitment. If no reasonable mapping exists, the parties will agree a migration Annex before enabling the changed processing; until then, the affected function remains governed by the last applicable commitment or is not enabled.

5.8. An Enterprise Annex may not assign or transfer Henry Technology, Henry Outputs, Enriched Data, Proprietary Methodology, Improvements or Custom Development, and may not override the ownership, reservation-of-rights or IP Assignment Instrument provisions in the Terms of Service. Calling an item a deliverable, bespoke, customised, paid or Tenant-specific does not alter ownership. An Online Order Record, statement of work, proposal, purchase order, specification, email, payment, demonstration, configuration or course of dealing cannot assign Henry intellectual property.

5.9. Any exceptional assignment requires a separate IP Assignment Instrument as defined in the Terms of Service. It must precisely identify the assigned intellectual property and rights, territory and effective date; expressly identify and override the relevant Henry-ownership clause; record completion of Henry's designated legal and executive approval process; address Henry's retained background technology, methods, generalised tools and Improvements; and be signed by an expressly authorised Henry signatory. It does not form part of the ordinary Enterprise Annex process.

6. Signature and Authority

6.1. An Enterprise Annex is effective only when Henry's required internal approvals and review by appropriately qualified external legal or compliance counsel have been completed and it is signed by an authorised representative of the Tenant and an authorised Henry signatory. Signature authority alone does not waive a required internal compliance, legal, security, engineering, financial, Board or shareholder approval.

6.2. No Henry director, employee or representative has authority through a meeting, email, message, proposal, demonstration, questionnaire or oral statement to create a non-standard commitment outside a signed Enterprise Annex. The Tenant must not rely on a purported variation that does not satisfy this Section 6 and Section 5.5 and should submit any uncertainty to legal@henryai.co.za for written confirmation.

6.3. Each signatory must disclose an actual material conflict relating to the Enterprise Annex and follow its organisation's approval process. A disclosed relationship or interest does not automatically invalidate authority or prevent signature where the conflict has been appropriately approved and recorded.

6.4. Electronic-signature and counterpart rules are governed by the Terms of Service Section 13. Each party warrants that its signatory has authority to bind it.

6.5. Henry must maintain a written signatory and reserved-matters record identifying who may approve and sign an IP Assignment Instrument. No apparent authority arising from title, negotiation, project participation, payment approval or implementation is sufficient.

7. Duration and Reversion

7.1. Enterprise variations continue for the period stated in the Enterprise Annex. Renewal, termination and post-termination obligations are governed by the Annex and the standard documents then in effect. A change to the general terms does not displace a surviving Annex provision governing the same expressly identified clause or service level.

7.2. If Enterprise Plan Customer status or an Enterprise Annex expires or is not renewed, Henry will support the export and deletion lifecycle in the Annex or, if it is silent, the standard 90-day export and additional 90-day deletion process. Henry may move the Tenant to an available standard plan. The general documents then govern without the expired variation unless the parties sign a new Enterprise Annex.

7.3. Expiry does not affect rights, Fees or obligations accrued while an Enterprise Annex was in force, or Annex provisions intended to survive.

7.4. Before production activation, Henry will assign an enterprise risk tier based on data volume and sensitivity, regulated dependency, operational criticality, recovery need and transaction run-off. For a material or business-critical Tenant, the applicable Annex must state any required professional-indemnity, cyber and fidelity insurance; joint continuity and restoration tests; manual workarounds; dependency and recovery exercises; post-termination confidentiality, audit and record access; survival period; evidence owner; test frequency; and cost allocation. A commitment applies only when the parties have confirmed that it is technically and operationally supportable.

7.5. If an enterprise variation expires, the parties will use the migration plan in the Annex. If it is silent, Henry will give reasonable implementation notice, move the affected Service to a compatible standard configuration where feasible, preserve the standard export and deletion opportunity, and will not continue a workflow that would become unlawful or materially insecure after the variation ends.

8. Requests and Contact

8.1. Henry welcomes Enterprise enquiries. A Tenant may request review by contacting legal@henryai.co.za and describing the Services and adjustments required.

8.2. Requests should be made before the Tenant relies on, implements or represents that a non-standard commitment applies. Henry will provide the approved variation as an Enterprise Annex to the relevant general provision, not as a separate replacement agreement.

8.3. Henry may require a discovery process and may provide a proposal and estimated review period after considering the request.

END OF ENTERPRISE AGREEMENT