Z2B FOOD & BEVERAGE

www.Z2Bfoodbev.co.za

TERMS AND CONDITIONS

&

STOKVEL FUND CONSTITUTION

Z2B Meat Wholesaling & Aquaponics Farming Fund

Effective Date: 30 June 2023

 NB: IMPORTANT DISCLAIMER This document does not constitute financial advice and should not be construed as such. Investing in small businesses bears risk. You should treat any investment as speculative. Please read this entire document carefully before making any contribution or placing any order.
 STOKVEL AT A GLANCE Monthly Contribution: R470 (R375 membership + R95 admin) Duration: 36 months   |   Frequency: Monthly Benefit: 60% revenue (after all operational costs and operating businesses obligations have been met) share split to stokvel savings fund. Each membership = 1% share of the 60% revenue pool (stokvel savings group) Lock-in Period: 3 years from date of joining Benefits paid: After 3 years of establishment of Z2B Food & Beverage Original Intake Closed: 30 September 2023  (catch-up payments accepted — see Section C.9) Cancellations: cancellations@z2bfoodbev.co.za

PART A

WEBSITE & TRADING TERMS AND CONDITIONS

1. Introduction and Acceptance of Terms

Welcome to Z2B Food & Beverage (“Z2B”, “we”, “us”, or “our”). By accessing or using our website www.Z2Bfoodbev.co.za (“the Website”) and purchasing any products from us, you (“Customer” or “you”) agree to be legally bound by these Terms and Conditions. Please read them carefully before placing any order or using the Website.

If you do not agree to these Terms, you must immediately cease using our Website and services. We reserve the right to amend these Terms at any time without prior notice. Continued use of the Website after such amendments constitutes your acceptance of the revised Terms.

2. Applicable South African Legislation

Our business operates in accordance with the laws of the Republic of South Africa, including but not limited to:

  • The Consumer Protection Act 68 of 2008 (“CPA”)
  • The Electronic Communications and Transactions Act 25 of 2002 (“ECT Act”)
  • The Protection of Personal Information Act 4 of 2013 (“POPIA”)
  • The Foodstuffs, Cosmetics and Disinfectants Act 54 of 1972
  • The Value-Added Tax Act 89 of 1991
  • The Liquor Act 59 of 2003 (where applicable to beverages sold)

3. Eligibility and Account Registration

To place an order on our Website, you must be at least 18 years of age and legally capable of entering into binding contracts under South African law. By placing an order, you confirm that you meet these requirements.

Where account registration is required, you agree to provide accurate, current, and complete information. You are solely responsible for maintaining the confidentiality of your account credentials. Notify us immediately at info@Z2Bfoodbev.co.za if you suspect any unauthorised use of your account.

4. Products and Product Information

4.1 Product Listings

We strive to ensure all product descriptions, images, and information on the Website are accurate. Product images are for illustrative purposes only and may differ slightly from the actual product received.

4.2 Availability

All products are subject to availability. We reserve the right to discontinue any product at any time. If a product is out of stock after your order has been placed, we will notify you and offer a full refund, alternative product, or backorder option at your discretion.

4.3 Perishable Products and Food Safety

Many of our products are perishable. It is your responsibility to ensure someone is available to receive the delivery and to store products appropriately upon receipt. Z2B shall not be liable for spoilage resulting from failure to accept delivery or improper storage by the Customer.

4.4 Allergens and Dietary Information

Whilst we endeavour to provide accurate allergen and dietary information, we cannot guarantee products are free from all allergens. Customers with food allergies or specific dietary requirements should contact us before ordering and always refer to the product packaging for the most up-to-date allergen information.

5. Ordering and Payment

5.1 Order Placement

An order placed on our Website constitutes an offer by you to purchase the selected products. A contract of sale is only formed once we have accepted your order and issued an order confirmation to your registered email address. We reserve the right to decline or cancel any order at our sole discretion.

5.2 Pricing

All prices are displayed in South African Rand (ZAR) and are inclusive of Value Added Tax (VAT) at the applicable rate. Prices are subject to change without notice. Delivery charges are calculated separately and displayed prior to payment confirmation.

5.3 Payment and Invoicing

All payments must be received and cleared before orders are dispatched. A VAT invoice will be issued to you electronically upon payment confirmation.

6. Delivery and Shipping

  • We currently deliver within South Africa only.
  • Estimated delivery timelines are provided in good faith but are not guaranteed.
  • Risk of loss or damage passes to you upon delivery.
  • Ownership of products passes to you upon full receipt of payment.
  • Z2B shall not be liable for delays caused by circumstances beyond our reasonable control, including adverse weather, logistics disruptions, load shedding, or acts of God.
  • If delivery cannot be completed due to your unavailability, a re-delivery fee may apply.

7. Returns, Refunds, and Consumer Rights (CPA)

7.1 Cooling-Off Period

If you entered into this agreement as a result of direct marketing, you may cancel within five (5) business days of concluding the agreement or receiving the goods, whichever is later, without penalty.

7.2 Defective or Incorrect Products

You may return a product within six (6) months of delivery if it is defective or not reasonably suitable for its intended purpose. We will, at your election, repair, replace, or refund the product. Return shipping costs for defective products are borne by Z2B.

7.3 Non-Returnable Products

Opened, consumed, or tampered food and beverage products are non-returnable unless defective. Perishable items received in acceptable condition are also non-returnable.

7.4 Refund Processing

Approved refunds will be processed within seven (7) to fourteen (14) business days of our receipt and inspection of the returned product.

8. Alcoholic Beverages

Where our product range includes alcoholic beverages:

  • You confirm that you are 18 years of age or older.
  • It is a criminal offence to purchase alcohol for or on behalf of a person under 18.
  • The sale of alcohol is subject to the Liquor Act 59 of 2003 and applicable provincial legislation.
  • We reserve the right to request proof of age at any point during the order or delivery process.
  • Alcoholic beverages will not be delivered to visibly intoxicated persons.

9. Intellectual Property

All content on the Website — including text, graphics, logos, images, and product descriptions — is the exclusive property of Z2B Food & Beverage or its content suppliers, protected under applicable South African and international intellectual property laws. Unauthorised use may give rise to a claim for damages and/or constitute a criminal offence.

10. Privacy and POPIA Compliance

Z2B Food & Beverage is committed to protecting your personal information in accordance with POPIA. We will only use your personal information for processing orders, communicating with you, improving our services, and complying with legal obligations. We will not sell your personal information to third parties for marketing purposes without your explicit consent.

11. Limitation of Liability

To the maximum extent permitted by applicable South African law, Z2B shall not be liable for any indirect, incidental, or consequential damages arising from your use of our Website or products. Our total liability in connection with any order shall not exceed the total amount paid by you for that specific order. Nothing in these Terms excludes liability for fraud, gross negligence, or liability that cannot be excluded under the CPA.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of South Africa. Any disputes shall first be referred to good-faith negotiation. If unresolved within thirty (30) days, either party may refer the matter to the National Consumer Commission, the Consumer Goods and Services Ombud (CGSO), or a court of competent jurisdiction within South Africa.

13. Contact Information — Website & Orders

Website:  www.Z2Bfoodbev.co.za

Email:  info@Z2Bfoodbev.co.za

Cancellations:  cancellations@z2bfoodbev.co.za

PART B

STOKVEL FUND CONSTITUTION

Z2B Food and Beverage

Meat Wholesaling & Aquaponics Farming Fund

 DISCLAIMER Participation in this stokvel does not constitute the purchase of shares, securities, or any regulated financial product. This is a voluntary stokvel arrangement governed by the agreement of its members. Past performance is not indicative of future results. All contributions are at members’ own risk.

C.1. Aims and Objectives

This is a collective group (“the Fund” or “the Stokvel”) whose only mandate is to invest in the assets and operations of Z2B Food & Beverage PTY LTD (“the Company”). The proceeds from the funding of these assets are shared back into the stokvel fund in proportion to the group’s revenue shareholding in the operating company, generated in the three (3) years from the establishment of the Company.

C.2. Membership

  • The number of members of the stokvel/fund is limited to 600 memberships in total.
  • The original membership intake closed on 30 September 2023. Members who join after this date must catch up all outstanding payments (see Section C.9).
  • Members will supply the fund with their personal details (ID number and residential address) when requested.
  • Members must abide by this Constitution at all times.
  • Should a member pass away, his or her family members will not automatically become members of the fund. Any amounts owed will be transferred to the deceased’s estate (see Section C.11).
  • Membership of this fund carries a 3-year lock-in period from the date of joining.
  • No persons under the age of 18 are allowed to be members. If a minor wishes to participate, their parent or legal guardian must participate on their behalf.

C.3. Executive Committee

The Fund is governed by an Executive Committee consisting of three (3) positions:

C.3.1 Chairperson

Responsibilities of the Chairperson include:

  • Lead and prepare the agenda for all meetings.
  • Lead the procurement of services and corporate governance of the fund.
  • Review and approve money withdrawals in line with the operational needs of Z2B Food & Beverage.
  • The first Chairperson will be screened, vetted, and appointed by the Managing Director of Z2B Food & Beverage to ensure the integrity of the fund.

C.3.2 Treasurer

Responsibilities of the Treasurer include:

  • Keep an accurate account of all the fund’s finances and present copies of all deposit slips.
  • Hold signing powers jointly with the Chairperson and Secretary.
  • Keep up-to-date with the financials of Z2B Food & Beverage and identify available assets that could be beneficial to the fund.

C.3.3 Secretary

Responsibilities of the Secretary include:

  • Keep an accurate record of all fund activities, including minutes, correspondence, and the membership register.
  • Maintain communication to ensure all members are informed of all fund activities.
  • Hold signing powers jointly with the Chairperson and Treasurer.

C.3.4 Current Executive Committee Members

The founding Executive Committee members are as follows:

RoleFirst NameSurnameID / Passport No.
ChairpersonKgopoloMakgate85********85
TreasurerBaneleRewo85**********85
SecretaryKoketso IdahSetoaba82********81

C.3.5 Change of Leadership

  • Leadership changes can only commence after five (5) years.
  • Leadership nominations can only occur through a membership resolution.
  • Changes in the leadership structure must be announced sixty (60) days before the relevant meeting and take effect thirty (30) days after the meeting.

C.4. Resolutions

  • Each member in good standing shall have one (1) vote in the fund.
  • A resolution can be passed by a simple majority (one more than half of the members present at a meeting).
  • A resolution can only be passed in a meeting or electronically through a vote where at least two-thirds (2/3) of all fund members take part, either in person, electronically, or via proxy (representative person).

C.5. Meetings

  • No monthly meetings will be held for this fund.
  • An Annual General Meeting (AGM) will be called by the Executive Committee if the fund can afford to do so.
  • Non-members will not be permitted to attend the AGM unless expressly invited by the Executive Committee.
  • Special meetings will be called when necessary at the discretion of the Executive Committee.

C.6. Banking and Fund Instructions

The financial controls of the fund are as follows:

  • All member contributions will be deposited into and held in a separate, dedicated fund bank account — distinct from Z2B Food & Beverage’s business account.
  • Signing power and transaction authorisation on the fund bank account will be held jointly by the Chairperson, Treasurer, and Secretary.
  • Only instructions and authorisations processed through the fund’s approval process will be actioned.
  • Members agree to authorise the Chairperson to accept the non-discretionary mandate of the fund bank account.

C.7. Contribution Structure

Monthly Contribution:  R470 per membership Breakdown:  R375 (Membership) + R95 (Administration) Frequency:  Monthly, on the same date each month Annual Total:  R5,640 per membership per year Duration:  36 months (3 years)
  • If a member contributes a different amount, any outstanding or overpaid amount will be carried forward to the next payment date.
  • Members who cancel within sixty (60) days of the fund inception date, or within sixty (60) days of joining (for late-joining members), will receive a full refund minus the joining/admin fee.
  • Members who cancel after sixty (60) days will have all contributions paid out when the first dividends are distributed after the 3-year lock-in period, together with the value of their proportionate revenue share at the time of cancellation.
  • To cancel, a member must send an email to: cancellations@z2bfoodbev.co.za

C.8. Joining Fee

Late-joining and joining fees are currently suspended until further notice. However, members joining after the original intake date must ensure that their cumulative payments catch up with the payment schedule from 31 August 2023. In each 12-month period, the total contribution must equal R5,640 per membership.

C.9. Late Joining — Catch-Up Payments

 HOW TO JOIN AFTER THE CLOSING DATE Step 1: Pay your first R470 contribution to register your membership. Step 2: Catch up all outstanding monthly contributions from 31 August 2023 to 30 August 2024 before 30 August 2024. Step 3: In each 12-month period, ensure your total contributions equal R5,640 per membership. Note: You may pay in any sequence or frequency as long as the annual total is met. Multiple memberships are permitted — each membership is a separate contribution.

C.10. Benefits and Revenue Sharing

The benefit structure of the fund is as follows:

  • Benefits constitute any proceeds received from the annual revenue of Z2B Food & Beverage, proportionate to the member’s contributions, excluding any expenses, debt, or losses incurred by the fund.
  • Benefits will only be paid out after three (3) years from the inception of the fund/company establishment.
  • There are a maximum of 600 memberships available. These 600 memberships collectively represent 60% of the revenue of the operating business. Percentages reflect the number of members in the savings group.
  • One (1) membership equals one (1) share of the 60% revenue pool — effectively 1/600th of the 60%.
  • Members may hold multiple memberships, each conferring an additional equal share.
  • The release of revenue shares per period is determined by the Founder of Z2B Food & Beverage in agreement with the Chairperson, subject to a member resolution by vote.
Revenue Share Illustration (example only — not a guaranteed return): If Z2B annual revenue as after all operational and financial obligations considered = R1,000,000 60% revenue pool = R600,000 Per membership share = R600,000 / 600 = R1,000 per membership per year A member with 3 memberships would receive R3,000 per year from the pool.

C.11. Beneficiaries (Deceased Members)

  • If a member passes away, any money they are owed by the fund will be transferred to their deceased estate.
  • The process for winding up the deceased’s interest in the fund will be governed by the applicable laws of South Africa governing deceased estates.

C.12. Code of Conduct

  • No member may use the name of the fund for personal business or personal gain.
  • Each member is expected to conduct themselves in a socially acceptable manner at all meetings.
  • Acts of divisive conduct, bullying, lobbying, or bringing the fund or Z2B into disrepute may result in dismissal from the fund by the Chairperson or Founder.

C.13. Fund Closure

  • If the fund closes, any remaining funds and assets will be distributed amongst members according to each member’s proportionate contribution value.
  • Liabilities and debts incurred by the fund (if any) will similarly be shared according to each member’s proportionate contribution value.
  • Upon closure, the Executive Committee will take this as final instruction to close all bank accounts held in the name of the fund.

C.14. Exit of Member

  • Members may exit the fund at any time by notifying the fund in writing via email.
  • Upon cancellation, members will be refunded their contributions without the revenue-sharing benefit, minus all applicable admin fees, and adjusted for any proportionate losses or gains.
  • Such refunds will be paid after the 36-month period if the member has been a member for more than sixty (60) days.
  • To initiate an exit, email: cancellations@z2bfoodbev.co.za

C.15. Breach of Constitution

If a member fails to abide by the rules set out in this Constitution, he or she may be removed from the fund by the Chairperson. Any benefits owed to a removed member will be paid out after three (3) years from the inception of the fund, in accordance with their proportionate contribution.

 ACCEPTANCE OF CONSTITUTION By making a contribution to this fund, you confirm that: – You have read and understood this entire document, including the Disclaimer. – You accept and agree to be bound by this Constitution and the Terms and Conditions in Part A. – You understand that contributions are speculative and past performance does not guarantee returns. – You are 18 years of age or older (or acting as legal guardian for a minor).

Last updated: 19 February 2026  |  Z2B Food & Beverage PTY LTD  |  www.Z2Bfoodbev.co.za  |  info@Z2Bfoodbev.co.za