CONFIDENTIALITY AGREEMENT

Last Updated: 24 April 2026

Welcome to Digital Optad! We are thrilled about your interest in collaborating with us. As a South African system integrator and IT company specializing in digital transformation, website hosting, and custom software solutions, we know that trust is the most important foundation of any successful partnership. Because we naturally work with sensitive data in our projects—from developing internal business software to communication integrations like WhatsApp and SMS—protecting your information and ours is our highest priority.

This Confidentiality Agreement (Non-Disclosure Agreement) is written in clear, accessible language. It is designed to ensure that all shared information remains strictly protected while we work together to optimize your operational processes and scale secure, reliable digital systems. You have the right to complete transparency regarding how your data is handled. Please take your time to read through the following points. If you have any questions, we are always happy to help.

1. Contracting Parties

This Confidentiality Agreement is entered into between:

• Digital Optad
  Registration Number: 2023/123456/07 | VAT Number: 4123456789
  6139 Makhanda, EC, ZA
  Represented by: Vusimani Kubhayi (CEO)
  Email: contactus@digitaloptad.com
  Phone: +27738399465
  (hereinafter referred to as "we", "us", or "Digital Optad")

and you, our valued business partner, customer, freelancer, or consultant (hereinafter referred to as "you" or the "Recipient").

2. What is "Confidential Information"?

To make our collaboration as transparent and secure as possible, we define exactly what needs to be protected. "Confidential Information" under this agreement includes all oral, written, or electronic information exchanged between us. This includes, but is not limited to:

• Technical Data: Source codes, algorithms, API (Application Programming Interface) structures, system architectures, hosting configurations, and automation scripts.
• Business Data: Internal business processes, financial data, pricing models, marketing strategies, and customer lists.
• Personal Data: All information falling under the South African Protection of Personal Information Act 4 of 2013 (POPIA), including employee and customer data.
• Project Internals: Drafts for web applications, communication integrations, and unpublished digital solutions.

3. Exceptions to Confidentiality

We believe in fairness and clarity. Therefore, information is not considered confidential if you can demonstrate that it:

• Was already publicly known at the time of disclosure or became publicly known thereafter without any fault on your part;
• Was already lawfully known to you prior to disclosure by us, without any obligation of secrecy;
• Was developed by you independently and without recourse to our confidential information;
• Must be disclosed due to mandatory legal provisions of the Republic of South Africa or a court order (in this case, you have the right and obligation to inform us in advance, as far as legally permissible).

4. Your Confidentiality Obligations

The security of your data and ours is essential for a successful project. You therefore agree to the following standard practices:

• Strict Purpose Limitation: You may use the confidential information exclusively for the purpose of our joint projects and services.
• Secrecy: You will treat all information strictly confidentially and will not pass it on to third parties unless we have expressly agreed to this in writing beforehand.
• Security Measures: You will implement appropriate technical and organizational measures (in accordance with POPIA Section 19) to protect the information against unauthorized access, loss, or destruction.
• Employees and Subcontractors: You may only share information with individuals who strictly need it for the project ("Need-to-Know Principle") and who are themselves bound by at least equally strict confidentiality obligations.

5. Data Protection and POPIA Compliance

As a South African technology company, we are committed to upholding strict legal privacy requirements. In accordance with the mandatory provisions of South African law, we have registered an Information Officer with the Information Regulator.

For the processing of personal data, the following applies:

• All processing is carried out strictly in accordance with the 8 conditions for lawful processing under POPIA (Sections 8-18).
• If you process data on our behalf, the conclusion of a separate Data Processing Agreement is a standard requirement to ensure mutual compliance.
• Data Breach Notification: Should you notice a security breach (Data Breach) affecting our confidential information, you are required to notify us immediately. This allows us to fulfill our reporting obligations under POPIA Section 22 to the Information Regulator and protect the affected individuals.

6. Return and Deletion of Data

Upon termination of our collaboration or at our first request, you are required to securely delete or return to us all confidential information in your possession. According to our standard data retention policies, project data and backups on our side are retained for 90 days after the end of the contract (Downgrade Data Handling: retain_90) before being permanently and securely destroyed. You agree to adhere to identical or stricter deletion periods on your side and to confirm the complete deletion to us in writing upon request.

7. Term of the Confidentiality Obligation

The obligation of confidentiality begins with the first disclosure of information (even if this occurred before the signing of this agreement). The confidentiality obligation remains in effect for a period of 5 years after the termination of our contractual collaboration. For trade secrets, source codes, and personal data (under POPIA), the confidentiality obligation continues indefinitely to ensure ongoing protection.

8. Liability, Warranties, and Penalties

Important Notice in accordance with the Consumer Protection Act 68 of 2008 (CPA) Section 49: Please read the following liability and penalty clause carefully, as it outlines your legal and financial responsibilities in the event of a breach of contract. We frame this not as a threat, but as a necessary measure to ensure mutual trust and data security.

• Warranties: All confidential information is provided "as is". While we strive for excellence, we make no formal warranties, express or implied, regarding the absolute accuracy or completeness of the shared information. For B2C (Business-to-Consumer) interactions, your statutory warranty rights under the CPA remain fully unaffected.
• Liability Differentiation: Neither party shall be liable for any indirect, incidental, or consequential damages arising out of this agreement. However, this limitation of liability does not apply in cases of ordinary negligence resulting in personal injury, gross negligence, wilful default, or a direct breach of the confidentiality obligations outlined herein.
• Penalties: For any culpable violation of the confidentiality obligations set out in this agreement, you agree to pay a reasonable penalty to Digital Optad. The amount of the penalty will be determined by us at our reasonable discretion and, in the event of a dispute, may be reviewed for fairness by the competent court in Makhanda (in accordance with the Conventional Penalties Act 15 of 1962). The right to claim further damages remains unaffected, although any penalty paid will be offset against such a claim for damages.

9. Applicable Law and Dispute Resolution

We prefer to resolve any disagreements amicably and directly as partners. Should this not be possible, the following applies:

• Applicable Law: This agreement is governed exclusively by the laws of the Republic of South Africa.
• Jurisdiction: The exclusive place of jurisdiction for all disputes arising from or in connection with this agreement is Makhanda, EC, ZA.
• Alternative Dispute Resolution (ADR): Before initiating legal proceedings, both parties commit to attempting Alternative Dispute Resolution to find a fair, cost-effective, and timely solution.
• Severability Clause: Should any provision of this agreement be or become invalid, the validity of the remaining provisions shall not be affected.

10. Contact and Inquiries

We highly value clear communication. If you have any questions about this Confidentiality Agreement or are unsure whether specific information is considered confidential, please do not hesitate to contact us. We are always happy to assist you.

Digital Optad
Email: contactus@digitaloptad.com
Phone: +27738399465
Business Hours: Monday to Friday - 16:45 to 22:00, Saturday and Public Holidays - 10:00 to 16:00