Skerply — Partner Addendum (MSP)

Effective: 21 May 2026. Last updated: 21 May 2026. Version 1.0.

This Partner Addendum (the "Addendum") supplements and forms part of the Terms of Service (the "Terms") between GreyStack (Pty) Ltd, a private company incorporated in the Republic of South Africa (registration number 2026/016718/07) ("we", "us", "Skerply") and a managed-service provider that subscribes to the Skerply Service for the purpose of deploying it on behalf of its own end customers (the "Partner"). Capitalised terms not defined here have the meanings given in the Terms.

The commercial premise of the Partner programme is set out in ADR-020.

1. Scope and order of precedence

1.1 This Addendum applies where the Partner has been admitted to our partner programme and signed (or accepted) this Addendum. Without this Addendum, the Terms apply on their direct-customer basis and the Partner has no right to deploy the Service on behalf of its end customers.

1.2 In the event of any conflict between this Addendum and the Terms, this Addendum prevails to the extent of the conflict and only in respect of the Partner's use of the Service to deploy Skerply for its end customers.

2. Partner pricing tier

2.1 In place of the standard direct-customer pricing under clause 3 of the Terms, the Partner is billed by Microsoft through the Marketplace at the Partner Plan rate of US$70 per end-customer Azure subscription per month for each subscription into which the Partner has deployed the Service (ADR-020).

2.2 The Partner Plan rate replaces the savings-share calculation in clause 4 of the Terms. No savings share is billed for any subscription deployed under the Partner Plan. The fair-use clause (clause 5 of the Terms) continues to apply to the underlying spend pattern.

2.3 The Partner Plan rate is exclusive of any Azure consumption charges arising from the resources Skerply deploys into each end-customer's subscription (which remain payable by whichever party owns the relevant subscription per clause 3.2 of the Terms).

3. Partner's relationship with end customers

3.1 The Partner contracts with each of its end customers directly. The Partner is solely responsible for:

(a) the commercial terms (pricing, billing, service levels, term, termination) the Partner agrees with each end customer; (b) onboarding, training and first-line support for each end customer; (c) ensuring each end customer is informed of, and consents to, the deployment of the Service into the end customer's Azure subscription; (d) ensuring each end customer accepts a customer-facing agreement that is no less protective of us than the Terms (in particular, the disclaimers in clause 9, the limitation of liability in clause 10, the recommendations disclaimer, and the privacy posture in the Privacy Policy); and (e) all acts and omissions of the Partner's personnel, contractors and end customers in connection with the Service.

3.2 We have no contractual relationship with the Partner's end customers and owe them no direct duty. The Partner shall not represent to any end customer that the end customer has a direct contractual relationship with us in respect of the Service.

4. Branding rights

4.1 The Partner may present the Service to its end customers under the Partner's own brand ("white-label"), subject to clause 4.2 and to any visual-identity requirements we publish from time to time.

4.2 The Partner shall not:

(a) remove, obscure or alter the in-product disclaimers required by clause 1 of the Recommendations Disclaimer; (b) remove, obscure or alter the data-sovereignty notice in the Privacy Policy or the link to it from the dashboard; (c) represent to end customers that the Service is operated by the Partner rather than deployed by the Partner using a third-party product, where the end customer reasonably needs that information to understand the supply chain (for example, for procurement or due-diligence purposes); or (d) use our name, logo, trade marks or trade dress (including "Skerply" and "Skerply") outside the permission granted in clause 4.3.

4.3 We grant the Partner, during the term of this Addendum, a non-exclusive, non-transferable, revocable licence to use our name, logo and trade marks solely for the purpose of identifying the Partner's participation in our partner programme, in accordance with any brand guidelines we publish from time to time.

5. Support obligations

5.1 The Partner provides first-line support to its end customers: triage, account-level questions, deployment assistance, and dashboard walkthroughs.

5.2 We provide second-line support to the Partner only (not direct to the Partner's end customers) for issues that the Partner reasonably believes are caused by a defect in the Service. Second-line support is provided during our standard business hours and through the channels listed on the partner portal.

5.3 The Partner shall not represent to its end customers that we provide support directly to those end customers.

6. Compliance and conduct

6.1 The Partner warrants that it will:

(a) comply with all laws applicable to the Partner's provision of services to its end customers; (b) ensure each end customer has the rights and authorisations required by clause 2.2 of the Terms before deploying the Service into the end customer's subscription; and (c) not market, advertise or describe the Service in any way that is inaccurate, misleading or in breach of the disclaimers in the Terms or the Recommendations Disclaimer.

6.2 The Partner is responsible for ensuring the Service is used by its end customers in a manner consistent with the fair-use clause (clause 5 of the Terms). Breach of fair use by an end customer is, as between the Partner and us, a breach by the Partner.

7. Data and privacy under the Partner Plan

7.1 Each end customer's data continues to be processed exclusively within that end customer's Azure tenant (Privacy Policy clause 1). The Partner is not granted access to data inside any end customer's tenant by virtue of this Addendum; any such access must be agreed separately between the Partner and the relevant end customer using the end customer's own Azure access-control mechanisms.

7.2 The Partner shall not extract Customer data from any end customer's tenant for our benefit, and we shall not request the Partner to do so.

8. Termination of partner status

8.1 In addition to the termination rights in clause 11 of the Terms, we may terminate the Partner's participation in the partner programme on 30 days' written notice for any reason or no reason, and with immediate effect for:

(a) repeated or material breach of this Addendum; (b) any act by the Partner that brings (or in our reasonable opinion is likely to bring) our name, the Service or our partner programme into disrepute; (c) the Partner's insolvency, liquidation, business-rescue, or comparable event in any jurisdiction.

8.2 On termination of partner status:

(a) the Partner's right to use our brand under clause 4.3 ceases immediately; (b) the Partner shall, within 30 days, remove all references to its Skerply partnership from the Partner's marketing materials and websites; (c) the Partner's existing end-customer deployments may be either (i) migrated to direct subscriptions on the standard Terms (at the end customer's option), or (ii) uninstalled per the standard Managed Application flow. The Partner shall use reasonable efforts to facilitate either path; (d) fees accrued up to the date of termination remain payable.

9. Liability allocation

9.1 The liability cap and exclusions in clause 10 of the Terms apply to claims by the Partner against us.

9.2 The Partner shall indemnify, defend and hold us harmless from and against any third-party claim arising out of, or in connection with: (a) the Partner's marketing, sale or supply of the Service to its end customers; (b) any representation made by the Partner to an end customer beyond, or inconsistent with, the disclaimers in the Terms, the Recommendations Disclaimer, or this Addendum; or (c) any breach by the Partner of clauses 3, 4, 6 or 7.

10. General

10.1 This Addendum is governed by the same law and jurisdiction as the Terms (clause 14.1 of the Terms).

10.2 Save as expressly amended by this Addendum, the Terms remain in full force and effect and apply to the Partner as the "Customer" thereunder.

GreyStack (Pty) Ltd Registration number 2026/016718/07 Incorporated in the Republic of South Africa DUNS: 366868478