Terms & Conditions — Government Purchase Order Funding

• Funding is available only against valid South African Government POs.
• Funding covers purchase and delivery under the PO; no revolving credit or working capital facilities are provided.
• Excluded: (a) Private-sector POs; (b) Construction-related POs.

UAESA acts independently to verify POs and, if approved, to fund purchase and delivery in accordance with the PO and the Funding Offer. UAESA is not affiliated with any Government Entity.

• Applicant must hold a valid South African ID or valid South African permanent residence permit.
• The PO must be current, authentic, and verifiable with the issuing Government Entity.
• Applications may be declined where Verification is unsatisfactory or requirements are not met.

• Submit documents reasonably required by UAESA (PO, supplier quotation(s), delivery timelines, KYC/corporate information).
• An application fee is payable upfront upon submission and is non-refundable in all circumstances, including if declined or withdrawn.
• No consumer/commercial credit check is performed for approval; identity, sanctions and fraud checks may be conducted as required by law.

• UAESA verifies PO authenticity, validity, outstanding balance, delivery requirements and payment process directly with the Government Entity.
• UAESA may request confirmations or additional documentation from the Government Entity and/or Supplier.
• If Verification fails or is unsatisfactory, the application will be declined.

• The Funding Offer specifies the approved amount, fees/charges, disbursement schedule, supplier payment instructions, and any special conditions.
• UAESA may pay funds directly to Supplier(s) and/or in milestones tied to delivery confirmations.
• UAESA may require a cession/assignment of PO proceeds to facilitate collection of payment from the Government Entity.
• Disbursements may be withheld/suspended if conditions precedent are unmet or where fraud/misrepresentation/non-compliance is suspected.

• Fees and charges are stipulated in the Funding Offer; acceptance constitutes agreement to those fees/charges.
• All amounts are exclusive of VAT unless stated otherwise. The Applicant is responsible for applicable taxes, duties, or levies.

• The Applicant is responsible for timely and compliant delivery of goods/services under the PO.
• Short/late/non-delivery or non-conformity by the Applicant or Supplier remains the Applicant’s responsibility.
• If the Government Entity withholds/reduces/delays/cancels payment due to non-performance, the Applicant remains liable to UAESA for all outstanding amounts under the Funding Offer.

• The Applicant must promptly notify UAESA of any PO variation, suspension, or cancellation.
• Continued Funding after a PO change is at UAESA’s sole discretion and may require a revised Funding Offer.
• Disputes with the Government Entity do not relieve the Applicant’s obligations to UAESA unless agreed in writing.

• The Applicant warrants compliance with applicable procurement rules (including PFMA/MFMA where relevant), anti-corruption/bribery and sanctions laws.
• UAESA may suspend or terminate Funding where bribery, corruption, fraud, collusion or unlawful conduct is suspected.

• UAESA processes personal information in accordance with applicable law (including POPIA).
• UAESA may share necessary information with the Government Entity and Supplier strictly for Verification and Funding purposes.
• Both parties must keep non-public information confidential, except where disclosure is required by law or necessary for operations or enforcement.

• The Applicant represents that all information provided is true, complete and not misleading; the PO is genuine, valid and enforceable; and it has authority to enter into these Terms and any required cession/assignment.
• UAESA relies on these representations in making any Funding decision.

• To the maximum extent permitted by law, UAESA is not liable for indirect, consequential, special, or punitive damages, loss of profits, or business interruption.
• UAESA’s aggregate liability for direct losses is limited to the total fees paid by the Applicant to UAESA under the relevant Funding Offer in the 6 months preceding the event.

The Applicant indemnifies and holds harmless UAESA, its directors, employees and agents from claims, losses, costs and damages arising from: (a) breach of these Terms or the Funding Offer; (b) misrepresentation or fraud by the Applicant or Supplier; (c) non-performance or defective performance under the PO; and (d) any regulatory/legal action resulting from the Applicant’s conduct.

• Default includes: breach of these Terms/Funding Offer; false or misleading representations; an invalid/cancelled PO attributable to the Applicant/Supplier; or fraud/suspected fraud.
• On default UAESA may suspend/terminate Funding, withhold undisbursed amounts, recover amounts due, and/or enforce any ceded/assigned rights.

• UAESA may terminate if Verification fails, if the PO is cancelled/suspended, or on default.
• The Applicant may cancel before approval; the application fee remains non-refundable. After acceptance of a Funding Offer, termination is governed by the Funding Offer and these Terms.

Neither party is liable for delay or non-performance caused by events beyond its reasonable control. The affected party must notify the other and use reasonable efforts to resume performance.

• These Terms are governed by the laws of the Republic of South Africa.
• Disputes should first be addressed through good-faith negotiations between senior representatives.
• If unresolved within 20 business days, disputes may proceed to mediation and, failing that, to arbitration in Johannesburg under AFSA rules, or to a court of competent jurisdiction where urgent relief is required.

Notices must be delivered by email or hand to the parties’ last-known addresses or as specified in the Funding Offer and are deemed received on the first business day after transmission/delivery.

• No Waiver: Failure to enforce any right does not constitute a waiver.
• Severability: If any provision is unlawful or unenforceable, the remaining provisions remain effective.
• Assignment: The Applicant may not assign rights/obligations without UAESA’s prior written consent. UAESA may assign its rights (including cession of proceeds) to funders or successors.
• Variation: Amendments must be in writing and accepted by UAESA.
• Entire Agreement: These Terms together with the Funding Offer constitute the entire agreement regarding the Funding.

By submitting an application and, where applicable, accepting a Funding Offer, the Applicant confirms it has read, understood, and agrees to be bound by these Terms & Conditions, including the upfront, non-refundable application fee and UAESA’s right to approve or decline any application at its discretion following Verification.

For compliance purposes, UAESA may request—and the Applicant must provide—(a) confirmation of the Applicant’s VAT and/or income tax status as required for SARS compliance; (b) the most recent CIPC annual return and the corresponding CIPC registration certificate, which UAESA may obtain directly from CIPC on the Applicant’s behalf; and (c) a certified copy of the Applicant’s valid South African identity document, certified within the last three (3) months.