LPG Supplier Platform Agreement

Document Reference: TRO-AGR-LPG-002  |  Version 2.0 (Revised)  |  Classification: Confidential  |  Last updated: June 2026

Parties

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, unless the context indicates otherwise:

• 1.1.1 “Agreement” means this LPG Supplier Platform Agreement, as amended from time to time.
• 1.1.2 “Business Day” means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa.
• 1.1.3 “Commission” means the percentage of each completed Order’s value payable to Triotics by the Supplier, as notified to the Supplier and published on the Platform from time to time.
• 1.1.4 “Confidential Information” means all non-public information disclosed by either Party, including Platform data, Customer data, pricing, commercial terms, supplier lists, software, algorithms and business methods.
• 1.1.5 “Customer” means any end user who places an Order for LPG products through the Platform.
• 1.1.6 “Delivery Service” means the physical transportation of LPG products from the Supplier’s premises to a Customer’s specified address.
• 1.1.7 “Force Majeure” has the meaning set out in clause 13.5.
• 1.1.8 “Intellectual Property” means all patents, copyright, trademarks, trade names, domain names, designs, know-how, software, source code, data models and any other proprietary rights owned or licensed by Triotics.
• 1.1.9 “LPG” means Liquefied Petroleum Gas, including all cylinder sizes, bulk gas and related products.
• 1.1.10 “Order” means a confirmed request by a Customer for delivery of LPG products from a Supplier, facilitated through the Platform.
• 1.1.11 “Platform” means the Triotics digital technology platform, including mobile applications, web portals, IoT infrastructure, payment systems, and all associated software operated by Triotics.
• 1.1.12 “Platform Data” means all transaction data, order history, Customer behaviour data, geolocation data, delivery routes and analytics generated on or through the Platform.
• 1.1.13 “Platform Fee” means all fees payable by the Supplier to Triotics, including Commission, processing fees, penalties and any other charges.
• 1.1.14 “Service Level Agreement” or “SLA” means the minimum performance and service standards Triotics requires of the Supplier, as published and updated on the Platform from time to time.
• 1.1.15 “Supplier Content” means product images, descriptions, pricing, branding and other information provided by the Supplier for display on the Platform.

1.2 Interpretation Rules

• 1.2.1 Clause headings are for convenience only and do not affect interpretation.
• 1.2.2 Singular includes the plural and vice versa; references to persons include legal entities.
• 1.2.3 The words “include” and “including” are not words of limitation.
• 1.2.4 This Agreement has been negotiated; the contra proferentem rule shall not apply.

2. Purpose and Nature of the Agreement

2.1 Platform Model

Triotics operates a technology marketplace connecting Customers with LPG Suppliers. Triotics provides the technology infrastructure; the Supplier provides LPG products and fulfils delivery.

2.2 Independent Parties

The Supplier is an independent contractor. No employment, partnership, agency, joint venture or franchise relationship is created.

2.3 Platform Role

Triotics acts as a technology intermediary and limited payment collection agent. Triotics does not own, handle or take title to any LPG products. All product liability and delivery responsibility rests with the Supplier.

2.4 Non-Exclusivity

Neither Party is exclusive. The Supplier may use other platforms; Triotics may onboard other Suppliers in the same area. No minimum volume is guaranteed.

3. Supplier Obligations

3.1 Onboarding and Listing

The Supplier must:

• 3.1.1 Complete the Triotics Supplier Registration Form accurately.
• 3.1.2 Submit and keep current: CIPC registration certificate, valid Flammable Substance Certificate, proof of SANS 10087-7 compliance, public liability insurance (min R2 million) and valid VAT registration number (if applicable).
• 3.1.3 Keep product catalogue, pricing, stock availability and delivery radius updated.
• 3.1.4 Notify Triotics within 24 hours of any material change.

3.2 Order Fulfilment

Upon accepting an Order:

• 3.2.1 Confirm acceptance within 5 minutes (or as per SLA).
• 3.2.2 Dispatch within committed timeframe.
• 3.2.3 Deliver correct product, quantity and cylinder brand.
• 3.2.4 Update Platform delivery status in real time using the Triotics Driver App.
• 3.2.5 Obtain proof of delivery (signature or photo).
• 3.2.6 Contact Customer directly if delayed.

3.3 Product Safety and Compliance

The Supplier warrants and undertakes to:

• 3.3.1 Hold a valid Flammable Substance Certificate at all times.
• 3.3.2 Comply with the Occupational Health and Safety Act (No. 85 of 1993) and the Pressure Equipment Regulations (PER).
• 3.3.3 Ensure all cylinders comply with SANS 10087-7 and SANS 10019.
• 3.3.4 Never sell illegally filled or non-compliant cylinders.
• 3.3.5 Ensure delivery personnel are trained in LPG handling safety.
• 3.3.6 Maintain insurance as per clause 11.

3.4 Delivery Standards

• 3.4.1 Use roadworthy vehicles equipped for LPG transport.
• 3.4.2 Drivers must hold valid licences for the vehicle class.
• 3.4.3 Treat Customers professionally.
• 3.4.4 Honour delivery radius and ETA published on the Platform.
• 3.4.5 Not subcontract deliveries to unregistered third parties without Triotics’ prior written consent.

3.5 Pricing Integrity

• 3.5.1 Prices must be accurate, inclusive of VAT and consistent with other channels.
• 3.5.2 Anti-circumvention: Supplier shall not offer lower prices to Customers discovered through the Platform.
• 3.5.3 Price changes must be updated on the Platform before taking effect.

3.6 Customer Interaction

• 3.6.1 Respond to product/delivery complaints within 4 business hours.
• 3.6.2 Handle returns/refunds in accordance with the Consumer Protection Act (No. 68 of 2008).
• 3.6.3 Not direct Customers to bypass the Platform for future orders.

4. Triotics Obligations

4.1 Platform Access

• 4.1.1 Provide Supplier access to the Supplier Dashboard, Driver App and Order Management System.
• 4.1.2 Maintain Platform uptime of at least 99% per month (excluding scheduled maintenance communicated 48 hours in advance).
• 4.1.3 Provide onboarding support and technical training.

4.2 Order Management

• 4.2.1 Route orders to appropriate Suppliers based on proximity, availability and rating.
• 4.2.2 Provide real-time tracking, notifications and delivery management tools.
• 4.2.3 Maintain a Customer rating and review system.

4.3 Payment Collection

• 4.3.1 Collect payments from Customers as Triotics’ limited payment agent.
• 4.3.2 Remit Supplier’s net proceeds (gross order value less Platform Fees) within 7 Business Days of the end of each calendar week.
• 4.3.3 Provide a detailed remittance statement.
• 4.3.4 In case of Customer dispute or chargeback, notify Supplier and withhold disputed amount pending resolution.

4.4 Marketing

Triotics may feature Supplier listings in promotions at its discretion. No minimum order volume is guaranteed.

4.5 Regulatory Monitoring

Triotics may audit Supplier compliance at any time. Failure to provide requested documents within 5 Business Days may result in suspension.

5. Performance Standards and Ratings

• 5.1 Performance Monitoring – Triotics monitors continuously. Below-threshold Suppliers receive a Performance Improvement Plan (PIP). Continued non-compliance may lead to suspension or termination.
• 5.2 Customer Ratings – Average rating below 3.0 stars over 30 days triggers a formal warning. Failure to reach 3.5 stars within 60 days may result in suspension.
• 5.3 Order Acceptance Rate – Must be at least 85%. Lower rates attract penalties and performance review.

6. Intellectual Property

6.1 Platform Ownership

The Platform, including all software, algorithms, UI designs, trademarks, data models and Platform Data, is the exclusive intellectual property of Triotics. The Supplier is granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely to fulfil Orders under this Agreement.

6.2 Supplier Content

By listing products, the Supplier grants Triotics a perpetual, irrevocable, royalty-free, worldwide licence to use, display, reproduce, and adapt Supplier Content for the purpose of operating and marketing the Platform. This licence survives termination of this Agreement.

6.3 Restrictions

The Supplier shall not:

• 6.3.1 Reverse engineer, copy, modify or create derivative works of any part of the Platform.
• 6.3.2 Use Triotics’ name, logo or trademarks without prior written approval.
• 6.3.3 Access the Platform through automated means (bots, scrapers).
• 6.3.4 Sublicense, sell or transfer Platform access to any third party.

6.4 No Challenge

The Supplier agrees not to challenge or assist others in challenging Triotics’ ownership of the Platform or any Intellectual Property.

7. Non-Circumvention, Non-Disclosure and Non-Solicitation (NCNDA)

7.1 Non-Circumvention

The Supplier acknowledges that Triotics invests substantial resources to connect Suppliers with Customers. For a period of 24 months after the last transaction between the Supplier and any Customer discovered through the Platform, the Supplier shall not, directly or indirectly:

• (a) Solicit, divert or encourage that Customer to transact with the Supplier outside the Platform;
• (b) Accept any payment from such Customer for LPG products without Triotics’ facilitation;
• (c) Use any Customer data obtained through the Platform for any purpose other than fulfilling the specific Order.

7.2 Non-Disclosure of Confidential Information

The Supplier shall keep all Confidential Information strictly confidential and shall not disclose it to any third party without Triotics’ prior written consent. This obligation survives termination for 5 years.

7.3 Non-Solicitation of Employees and Contractors

During the term of this Agreement and for 12 months after termination, the Supplier shall not directly or indirectly solicit, hire or engage any employee, contractor or consultant of Triotics who was involved in providing services under this Agreement.

7.4 Breach of NCNDA

Any breach of this clause 7 is a material breach entitling Triotics to terminate this Agreement immediately, claim damages and seek injunctive relief without the need to post bond.

8. Data, Privacy and Confidentiality

8.1 Data Processing (POPIA)

Both Parties comply with the Protection of Personal Information Act (No. 4 of 2013). Triotics is the Responsible Party for Platform data. The Supplier processes Customer personal data solely to fulfil Orders and may not use it for any other purpose.

8.2 Data Security

The Supplier must implement appropriate technical and organisational measures to protect Customer data against unauthorised access, loss or disclosure.

8.3 Platform Data Ownership

All Platform Data (including aggregated analytics) is the sole property of Triotics. The Supplier may access its own performance data via the Dashboard but shall not export, copy or commercialise Platform Data without Triotics’ written consent.

9. Liability, Indemnification and Personal Liability Shield

9.1 Supplier Liability

The Supplier assumes full liability for:

• 9.1.1 Product quality and safety;
• 9.1.2 Delivery execution;
• 9.1.3 Compliance with all laws and regulations;
• 9.1.4 Personal injury, property damage or loss arising from its products or delivery activities;
• 9.1.5 Acts and omissions of its personnel.

9.2 Triotics Liability

Triotics’ total aggregate liability under this Agreement is limited to direct damages caused by Triotics’ gross negligence or wilful misconduct, capped at the total Platform Fees paid by the Supplier to Triotics in the 12 months preceding the claim. Triotics is not liable for indirect, consequential or special damages, loss of profit or Platform downtime beyond scheduled maintenance.

9.3 Indemnity by Supplier

The Supplier indemnifies and holds harmless Triotics, its directors, employees and agents against all claims, damages, losses, penalties, fines, regulatory sanctions, and legal costs (on an attorney and own client basis) arising from:

• 9.3.1 The Supplier’s breach of this Agreement;
• 9.3.2 Product defects or safety failures;
• 9.3.3 Regulatory non-compliance;
• 9.3.4 The Supplier’s delivery activities;
• 9.3.5 Any third party claim relating to the Supplier’s acts or omissions.

9.4 Personal Liability Shield

No director, officer or employee of Triotics shall bear any personal liability under or in connection with this Agreement. The Supplier agrees that its sole recourse is against Triotics (Pty) Ltd as a legal entity.

10. Insurance

The Supplier must maintain, at its own cost, for the duration of this Agreement:

• 10.1 Public liability insurance: min R2 million per event;
• 10.2 Product liability insurance: appropriate for LPG products;
• 10.3 Vehicle insurance: for all delivery vehicles;
• 10.4 Employer’s liability insurance: for all delivery staff.

The Supplier shall provide certificates of insurance to Triotics upon request.

11. Term, Suspension and Termination

11.1 Term

This Agreement commences on the date the Supplier accepts these terms online (the “Effective Date”) and continues indefinitely until terminated as provided below.

11.2 Termination for Convenience

Either Party may terminate on 30 calendar days’ written notice. During notice, the Supplier must honour accepted Orders.

11.3 Immediate Suspension

Triotics may suspend the Supplier’s Platform access immediately upon:

• 11.3.1 A safety incident involving LPG delivered through the Platform;
• 11.3.2 Loss or revocation of any mandatory licence (Flammable Substance Certificate, etc.);
• 11.3.3 Fraud, misrepresentation or circumvention of Platform transactions;
• 11.3.4 Harassment or serious Customer complaints;
• 11.3.5 Regulatory investigation or legal action against the Supplier related to LPG operations.

11.4 Termination for Cause

Either Party may terminate immediately on written notice if the other commits a material breach and fails to remedy within 14 calendar days of written notice specifying the breach.

11.5 Consequences of Termination

Upon termination:

• 11.5.1 The Supplier must fulfil all accepted Orders.
• 11.5.2 Triotics will remit any undisputed amounts owing, net of outstanding fees or penalties, within 21 Business Days.
• 11.5.3 The Supplier must immediately cease using the Platform and return or destroy all Confidential Information.
• 11.5.4 Clauses 6 (IP), 7 (NCNDA), 8 (Data), 9 (Liability/Indemnity), 10 (Insurance), and 12 (Dispute Resolution) survive termination.

12. Dispute Resolution

• 12.1 Negotiation: Parties must first attempt good faith negotiation for 14 days.
• 12.2 Mediation: If unresolved, refer to mediation under AFSA rules with a mutually agreed mediator.
• 12.3 Arbitration: If mediation fails within 30 days, the dispute shall be finally resolved by arbitration in Johannesburg, South Africa, in English, in accordance with AFSA rules. The arbitrator’s decision is final and binding.
• 12.4 Urgent Relief: Nothing prevents either Party from seeking urgent interim relief from the High Court of South Africa, Gauteng Division, Pretoria or Johannesburg.
• 12.5 Governing Law: This Agreement is governed by the laws of the Republic of South Africa.

13. General Provisions

• 13.1 Amendments: Triotics may amend this Agreement on 30 days’ written notice. Continued use of the Platform after notice constitutes acceptance. Supplier may terminate during the notice period if it does not accept changes.
• 13.2 Entire Agreement: This Agreement supersedes all prior understandings.
• 13.3 Severability: If any provision is invalid, the remainder continues in force.
• 13.4 Waiver: Failure to enforce a provision does not waive the right to enforce it later.
• 13.5 Force Majeure: Neither Party is liable for failure caused by events beyond reasonable control, including: acts of God, war, civil unrest, fire, flood, epidemic, load shedding or failure of electricity supply by Eskom, strikes or government action. The affected Party must notify the other promptly and mitigate impacts.
• 13.6 Notices: All formal notices must be in writing and sent by email or registered post to the addresses captured during registration and held on the Platform.
• 13.7 Assignment: The Supplier may not assign this Agreement without Triotics’ prior written consent. Triotics may assign freely.

Acceptance and Authority

By selecting the acceptance checkbox or button presented during registration, the Supplier confirms that:

• It has read and agrees to be bound by this entire Agreement;
• The individual accepting is duly authorised to bind the Supplier entity;
• All company, registration, VAT, representative, contact and domicilium details provided during registration are true, accurate and complete; and
• The email address and physical address captured during registration constitute the Supplier’s domicilium citandi et executandi for the service of formal notices.

Triotics is represented in this Agreement by a duly authorised Triotics representative. No wet-ink signature is required from either Party; the Supplier’s online acceptance and the registration record together evidence conclusion of this Agreement.

Reg. 2023/138646/07  |  www.triotics.africa  |  hello@triotics.africa