MASTER COMMERCIAL AGREEMENT · ALL SPUTNIK PLATFORMS

Master Terms of Service

Unified legal terms and product-specific schedules governing Shopnik™ (E-Commerce SaaS), Resnik™ (Student Residence Management), Varsnik™ (University Hub), Sputnik Academy, and Custom Software Engineering.

Last updated: October 2026 · Sputnik Devs Studio (Pty) Ltd

1

Master Overview & Scope of Agreement

These Master Terms of Service ("Terms") govern your access to and use of the websites, cloud software-as-a-service (SaaS) platforms, and engineering services operated by Sputnik Devs Studio (Pty) Ltd ("Sputnik Devs", "we", "us", or "our"), a company registered in the Republic of South Africa with its principal office at 292 Surrey Ave, Ferndale, Randburg, Johannesburg, Gauteng, 2194.

This agreement is structured as a Unified Master Agreement supplemented by Product-Specific Schedules:

  • General Clauses (Sections 1–2 & 12–16): Apply globally across all Sputnik Devs products and services.
  • Schedule A — Shopnik™ E-Commerce SaaS (Sections 3–9): Governs self-service recurring subscriptions, automated store provisioning, domain brokerage, SMS credits, grace periods, and data retention.
  • Schedule B — Resnik™ & Varsnik™ (Section 10): Governs student residence and university housing SaaS deployments, volume tiers, network credits, and institutional pilots.
  • Schedule C — Custom Engineering, AI & Sputnik Academy (Section 11): Governs bespoke software development, AI integration engagements, and Work-Integrated Learning (WIL) partnerships.

By creating an account, completing a subscription checkout, or executing an institutional quotation or Statement of Work (SOW), you agree to be bound by these Terms and our Global Privacy Policy.

2

Account Registration & Eligibility

  • You must provide accurate, complete, and current information during registration and checkout, including a valid email address and telephone number.
  • You must be at least 18 years of age (or a duly authorised representative of a company, student residence, or university) to enter into a commercial subscription or contract.
  • You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.
  • You must notify us immediately at sputnikdevs@sputnikdevs.com if you suspect any unauthorised use of your account.
3

Schedule A: Shopnik™ Subscription Plans & Approved Pricing

SCHEDULE A · SHOPNIK™ E-COMMERCE PLATFORM 0% Transaction Commission · Annual Plans Save 16.7% (2 Months Free)

Shopnik™ offers three self-service subscription tiers, each available on a monthly or annual billing cycle (with an approved 16.7% annual discount — pay for 10 months, get 12 months):

Plan Tier Monthly Rate Annual Rate (16.7% Off) Key Allocations & Included SMS
Starter R349/month R4,188/year Unlimited simple products · 3 Curated Themes · Paystack/PayFast/COD & Collection · Free .shopnik.store subdomain + SSL · 25 Free SMS/mo
Professional (Most Popular) R699/month R8,388/year Product variants & swatches · 8 Industry Themes & 5 Header Layouts · Custom domain support · PUDO & The Courier Guy · Abandoned cart recovery · 50 Free SMS/mo
Enterprise R1,499/month R17,988/year 24/7 AI Customer Support Chatbot & Semantic Search · Wholesale Volume Tiers · Digital Store Wallet · SARS VAT Tax Invoices · Meta WhatsApp Cloud API · 120 Free SMS/mo
  • All prices are quoted and billed in South African Rand (ZAR).
  • Sputnik Devs charges 0% platform commission on sales processed through your Shopnik™ store (standard gateway processing fees from your chosen provider, such as PayFast or Paystack, apply directly to your merchant account).
  • We reserve the right to revise plan pricing with at least 30 days' prior email notice before your next billing renewal.
4

Recurring Billing, Custom Domains & Hybrid SMS Engine

4.1 Automated Recurring Subscriptions

  • All Shopnik™ subscriptions are processed securely via Paystack, a PCI-DSS Level 1 certified payment processor.
  • By subscribing, you authorise Sputnik Devs to charge your payment card on a recurring basis (every 30 days for monthly plans, or every 365 days at the discounted 10× monthly rate for annual plans) until you cancel.

4.2 White-Label Domain Broker & Ownership

  • Every Shopnik™ store includes a free yourstore.shopnik.store subdomain with automated SSL at no extra cost.
  • If you purchase a custom domain (.co.za, .com, .store, .shop, or .org.za) through the Shopnik™ Domain Broker, you own the registered domain name. Domain registration and renewal fees are non-refundable once submitted to the domain registry, as registry fees are paid immediately on your behalf.

4.3 Hybrid SMS Engine Credits

  • Monthly included SMS credits (25 on Starter, 50 on Pro, 100 on Enterprise) refresh at the start of each monthly cycle.
  • Optional pre-paid SMS top-up bundles purchased via your store admin dashboard do not expire while your subscription remains active and are non-refundable once credited to your wallet.
5

Store Provisioning & Cloud Hosting

Upon successful payment confirmation, we automatically provision an isolated e-commerce environment on Oracle Cloud infrastructure:

  • Automated Deployment: Provisioning typically completes within 2 minutes (and up to 15 minutes where custom domain DNS propagation is required).
  • Included Infrastructure: Every active subscription includes isolated database storage, automated Let's Encrypt SSL/TLS encryption, administrative dashboard access, and automated security updates.
  • Welcome Credentials: Your store URL, admin dashboard link, and initial setup instructions are dispatched automatically to your registered email address as soon as provisioning completes.
6

Payment Failures & 7-Day Grace Period

7-Day Zero-Downtime Grace Period

If a recurring subscription payment fails (e.g., expired card, insufficient funds, or bank decline), your Shopnik™ store remains 100% live and operational during a 7-day grace period while you update your payment method.

DAY 0 — Payment Fails

Immediate email notification with a secure one-click link to update your payment card. Store remains online.

DAY 1 & DAY 3 — Reminders

Follow-up reminders sent with remaining grace days (6 days and 4 days left). Store remains fully accessible.

DAY 5 & DAY 6 — Urgent Warnings

Urgent and final pre-suspension warnings sent (2 days and 1 day remaining).

Day 7 — Grace Period Expires: If payment is still unresolved on Day 7, your store transitions to temporary Suspended status (see Section 7). Updating your card at any time during the grace period immediately restores active billing status with zero interruption.

7

Store Suspension & 30-Day Data Retention

If the 7-day grace period expires without payment resolution:

  • Your public storefront and admin dashboard are temporarily paused and inaccessible to visitors.
  • 100% of your store data (products, images, orders, customers, domain settings, and theme customisations) is safely preserved for a 30-day data retention period (Day 7 through Day 37).
  • Automated retention notices are sent on Day 7 (suspension notice), Day 14, Day 21, and Day 30 (final 7-day deletion warning).
  • Instant Reactivation: At any point during the 30-day retention window, settling the overdue subscription immediately reactivates your store with all products, orders, and settings intact.
8

Voluntary Cancellation & Refund Policy

8.1 Voluntary Cancellation

  • You may cancel your subscription at any time from your account dashboard with no cancellation penalty.
  • Upon cancellation, your store remains live until the end of your current paid billing period, after which it enters the 30-day retention period described in Section 7.

8.2 Refund Policy

  • Monthly Plans: No prorated refunds are issued for partial months; your store remains active through the end of the paid month.
  • Annual Plans: If you cancel within the first 14 days of an initial annual subscription, you may request a prorated refund for the unused portion of the year (recalculated at the standard monthly rate for the used period plus a reasonable administration fee, and excluding any third-party domain registration fees paid on your behalf). After 14 days, annual subscriptions are non-refundable for the remainder of the annual term.
9

Permanent Data Deletion (Day 37)

Irreversible Deprovisioning After 37 Days

37 days after an unresolved payment failure (7-day grace period + 30-day retention window), or 30 days after the end of a voluntarily cancelled billing period, all tenant containers, databases, product listings, order records, and uploaded media are permanently and irreversibly deleted.

You may export your products, customer lists, and order data at any time while your store is active, or request an archive export during the 30-day retention period by contacting sputnikdevs@sputnikdevs.com.

10

Schedule B: Resnik™ & Varsnik™ Institutional & Residence SaaS Terms

SCHEDULE B · RESNIK™ (7 PORTALS) & VARSNIK™ (UNIVERSITY HUB) Oracle Cloud · POPIA & FICA Compliant

10.1 Resnik™ Approved Volume-Tiered Pricing & Annual Discounts

Every Resnik™ subscription includes all 7 role-based portals (Admin, Owner, Manager, Student, Maintenance across 5 trade specializations, Catering, and Laundry) and all 8 built-in AI agents:

Capacity Tier Monthly Rate Annual Billing (Save 16.7% · 2 Months Free) Once-Off Onboarding & Setup
1 – 250 Beds R249 / bed / mo R207.50 / bed / mo (R2,490/bed/yr) R9,900 once-off
251 – 750 Beds (Popular) R199 / bed / mo R165.83 / bed / mo (R1,990/bed/yr) R19,900 once-off
751+ Beds R149 / bed / mo R124.17 / bed / mo (R1,490/bed/yr) R29,900 once-off

10.2 Varsnik™ Approved Institutional Pricing, Network Credit & 60-Day Pilot

  • Base Institutional Allocation Fee: R350 / student / year for off-campus private residence accreditation, AI allocation, NSFAS/sBux reconciliation, and SLA governance.
  • Resnik™ Network Credit (−R10/student/year per Residence): Universities receive an automatic −R10 / student / year discount for each accredited private residence on their housing roster that actively uses Resnik™ (up to 15 residences, reducing the university's base fee down to a floor of R200 / student / year — up to 42.8% off).
  • In-House University Residence Bundle (R99/student/month): For university-owned on-campus beds requiring both Varsnik™ institutional oversight and full 7-portal Resnik™ property management, universities qualify for the unified bundle rate of R99 / student / month (saving over 50% compared to standalone rates).
  • 60-Day Institutional Pilot (R19,900 — 100% Credited): Universities may validate Varsnik™ for 60 days (up to 500 students and 5 residences) for R19,900, which is 100% credited toward the once-off institutional setup fee upon full-scale rollout.

10.3 POPIA Operator Mandate & Data Export

For Resnik™ and Varsnik™ deployments, the subscribing Residence or University remains the Responsible Party under POPIA for all student, lease, FICA, and financial records, and Sputnik Devs acts as the Operator. No vendor lock-in applies: clients may export their complete residence and student records in standard formats at any time.

11

Schedule C: Custom Software Engineering, AI Solutions & Sputnik Academy

  • Statements of Work (SOW): Bespoke software development, mobile apps, and AI engineering projects are governed by the project-specific quotation or Statement of Work (SOW) signed between Sputnik Devs and the client, which defines deliverable milestones, acceptance testing, and payment schedules.
  • Bespoke Project Intellectual Property: Upon full and final settlement of all milestone invoices under a custom development SOW, ownership of the custom client-specific deliverables transfers to the client, while Sputnik Devs retains rights to its pre-existing libraries, reusable frameworks, and commercial SaaS products (Shopnik™, Resnik™, Varsnik™).
  • Sputnik Academy (Work-Integrated Learning): University partnerships and student placements under Sputnik Academy are governed by the applicable institutional Memorandum of Understanding (MoU) and WIL code of conduct.
12

Global Acceptable Use Policy

Across all Sputnik Devs platforms (Shopnik™, Resnik™, Varsnik™, and hosted services), you agree not to:

  • Sell or distribute illegal, counterfeit, stolen, or prohibited goods or services.
  • Engage in phishing, fraud, money laundering, or any unlawful commercial activity.
  • Upload malware, ransomware, or malicious scripts, or attempt to probe, scan, or bypass multi-tenant isolation boundaries.
  • Send unsolicited bulk spam via platform email or SMS notification gateways.
  • Infringe the intellectual property, privacy, or statutory rights of any third party.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of the offending tenant environment without refund.

13

Intellectual Property Rights

13.1 Sputnik Devs Platform IP

All software source code, multi-tenant architectures, AI agent pipelines, user interfaces, documentation, and the Sputnik Devs, Shopnik™, Resnik™, and Varsnik™ brand marks are the exclusive intellectual property of Sputnik Devs Studio (Pty) Ltd. Your SaaS subscription grants you a non-exclusive, non-transferable, revocable licence to use the subscribed platform for the duration of your active subscription.

13.2 Client & Tenant Data Ownership

You retain 100% ownership of all store catalogues, branding assets, custom domains, student records, leases, and business data uploaded to your tenant environment. You grant Sputnik Devs a limited licence strictly to host, back up, transmit, and display such data as necessary to deliver the subscribed services.

14

Uptime & Service Availability

  • We engineer our Oracle Cloud deployments for high availability (targeting 99.9% uptime across production SaaS clusters) with automated health monitoring.
  • Scheduled maintenance windows are communicated in advance wherever practicable.
  • Sputnik Devs is not liable for interruptions caused by upstream telecommunications failures, third-party payment or courier gateway outages, DNS registry delays, or force majeure events outside our reasonable control.
15

Limitation of Liability

To the maximum extent permitted by South African law:

  • Sputnik Devs shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of revenue, profits, goodwill, or business interruption.
  • Our aggregate liability for any claim arising out of or relating to these Terms shall not exceed the total subscription or service fees paid by you to Sputnik Devs in the 12 months immediately preceding the event giving rise to the claim.
  • Each Shopnik™ merchant and each Resnik™/Varsnik™ institution is solely responsible for its own compliance with the Consumer Protection Act (CPA), POPIA, FICA, NSFAS guidelines, and tax laws in its dealings with its own customers or students.
16

Changes to Terms, Governing Law & Contact Information

  • Updates to Terms: Material updates to these Terms will be communicated via email at least 30 days before taking effect. Continued use of our platforms after the effective date constitutes acceptance of the updated Terms.
  • Governing Law & Jurisdiction: These Terms are governed by and construed in accordance with the laws of the Republic of South Africa. Any dispute shall be subject to the jurisdiction of the courts of Johannesburg, Gauteng, South Africa, without prejudice to statutory rights under the Consumer Protection Act 68 of 2008, ECTA 25 of 2002, and POPIA 4 of 2013.

COMPANY & REGISTERED ADDRESS

Sputnik Devs Studio (Pty) Ltd · 292 Surrey Ave, Ferndale, Randburg, 2194

Key Platform Commitments at a Glance

Transparent billing, generous grace periods, and full POPIA data ownership across every Sputnik Devs platform

16.7% Off
2 Months Free Annually

Approved annual discount across Shopnik™ plans and Resnik™ bed tiers.

7 Days
Zero-Downtime Grace Period

Your Shopnik™ store stays 100% online for 7 days after any card failure.

30 Days
Full Data Retention

30-day recovery window after suspension (37 days total before deletion).

100% Yours
Zero Vendor Lock-In

Full ownership of your custom domains, catalogues, and institutional records.