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HENRY EXCHANGE PRODUCT AND PROCESSING SCHEDULE

Effective Date: 24 August 2026
Version: 1

This Schedule forms part of the Agreement when the accepted Online Order Record includes Henry Exchange. It provides the product-specific processing and role description and must be read with the Terms of Service, Commercial Terms, Privacy Policy, Henry Consumer Privacy Notice, Operator Agreement, Security and Incident Schedule, Retention, Deletion and De-identification Schedule, Suboperator List and International Transfer and Recipient Register.

Standard and Enterprise arrangements: The standard position described in this document applies unless a signed Enterprise Annex expressly varies an eligible, identified contractual matter. Where legally and operationally available, any enhanced or non-standard scope, service level, support, infrastructure, assurance, reporting, implementation or other commitment must be separately requested, assessed, approved and priced under the Enterprise Agreement. An Enterprise Annex cannot alter statutory rights or mandatory legal obligations.

1. Product Scope and Roles

1.1. Henry Exchange supports authorised sourcing, qualification, matching, routing, communication, application, referral, bid, transaction, outcome, commission and reconciliation workflows involving leads, applicants, dealers, lenders, product providers and other participants.

1.2. Roles are determined per activity:

  • a Tenant or other source organisation is the Responsible Party for its collection, original notice, information quality and disclosure before Henry receives a lead;
  • Henry is the Responsible Party for leads Henry collects directly and for preliminary matching, displayed product choices, participant-network selection, ranking and routing whose purpose or essential means Henry determines after receipt;
  • Henry acts as Operator where it processes a Tenant's independently sourced lead or customer information only for a Tenant-controlled own-product workflow and follows the Tenant's lawful documented instructions without independently determining the product decision;
  • a Tenant or recipient is an independent Responsible Party from the stage at which it applies its own eligibility, affordability, underwriting, pricing or product rules, meets its own legal duties or supplies its own product, whether or not Henry has released direct consumer contact details; and
  • Henry is the Responsible Party for a product where the applicable product notice identifies Henry as the product provider.

1.3. A recipient label, routing event or Commercials Record does not override the actual legal role. Each party must give the notices and meet the duties applicable to the processing it determines.

1.4. A Tenant, recipient or participant instruction does not by itself authorise Henry to create, disclose, demonstrate, configure or enable a materially new source, purpose, regulated-data category, AI or matching use, decision rule, participant, recipient, provider, country, transfer, retention rule, security exception, marketing route or regulated workflow. The approved workflow record, Henry internal approvals and review by appropriately qualified external legal or compliance counsel must be complete before activation, and a non-standard contractual commitment requires a signed Enterprise Annex.

1.5. Henry controls its approved Exchange participant network, product presentation, preliminary matching, ranking and routing. A participant controls its own product criteria and decision unless an approved workflow expressly appoints it to perform a tightly instructed task as Henry's Operator. The record must identify the roles based on actual conduct rather than the point at which a transaction closes or contact details are released.

2. Data Subjects, Information and Sources

2.1. Data Subjects may include leads, applicants, customers, vehicle owners, representatives, guarantors, Tenant Users, dealers, lenders, product providers, referral partners and other transaction participants.

2.2. Information may include:

  • identity, contact, residential, consent and communication information;
  • employment, income, expenses, affordability, bank-statement, finance-application and outcome information;
  • vehicle identifiers and verification data, including VIN, registration number, microdot PIN, make, model, derivative, colour, licence-disc or status information, check reason, identity and originality results, microdot status or match, police or insurance interest, stolen, wanted, illegal, suspect, clone, false-plate or high-alert indicators, homologation, valuation where enabled and an overall vehicle-risk result;
  • source, campaign, channel, attribution, match, bid, referral, recipient and status data;
  • application, quotation, approval, decline, funding, cancellation and fulfilment records;
  • commission, Product Value, invoice, payment, reconciliation, adjustment and reversal records, including bank-account details where required and Paystack payment metadata such as customer and payment references, status, amount, currency, timestamps, invoice, card brand, masked last four digits and expiry; and
  • authority, notice, opt-out, access, security and audit evidence.

2.3. Henry does not intentionally request children's information, health, biometric, religious, political or legally privileged information for the standard Exchange workflow. Any exceptional regulated data class requires a documented lawful basis, the applicable additional condition, authority or prior authorisation, and enhanced safeguards in the Online Order Record or signed Enterprise Annex, including compliance with the 2026 Regulations relating to the Processing of Data Subjects' Health Information by Certain Responsible Parties where applicable. Vehicle-risk results are treated as vehicle information and are not represented as person-level criminal information unless a lawful, verified source expressly links the result to an identified person.

2.4. Cardholder data is entered directly into Paystack's hosted payment environment. Henry does not receive or store the full payment-card number or card verification value. Bank-account information used for authorised commercial or reconciliation purposes may be stored in restricted Zoho and Supabase records.

2.5. Sources include direct Henry websites, forms, applications, campaigns and communications, and named lead providers, Tenants, dealerships, platforms, referral partners and other organisations through which a person made, continued or was referred in connection with a request.

2.6. Before submitting a lead, the source organisation must provide Henry with its applicable privacy notice or identify a current public version and warrants that it lawfully collected the information, gave required notice, obtained the authority necessary to disclose it to Henry for the documented preliminary matching and funnel purpose, and supplied accurate source and provenance information. Henry does not control or assume responsibility for the source's independent pre-delivery conduct. Henry may seek evidence and restrict, quarantine, reject or stop affected processing where it reasonably suspects missing authority, unlawful processing or inaccurate provenance.

3. Purposes and Operations

3.1. Henry may collect, receive, host, store, cache, replicate, back up, access, validate, enrich, match, score, route, communicate, disclose to authorised participants, administer, report, reconcile, correct, restrict, export, de-identify and delete information to:

  • source or receive an authorised lead or application;
  • confirm authority, consent, eligibility, completeness and potential match;
  • route information to approved dealers, lenders, product providers or other recipients;
  • support communications, applications, bids, decisions, referrals, transactions and outcomes;
  • verify vehicle identity and risk through an approved third-party data source for an authorised transaction;
  • initiate and evidence subscription card payments through Paystack without receiving full card details;
  • calculate, evidence, invoice, reconcile, adjust and audit commercial amounts;
  • prevent duplicate submissions, fraud, abuse and unauthorised use; and
  • follow documented instructions and comply with law.

3.2. Participation in one Exchange workflow does not authorise unrelated marketing, onward sale, unrestricted retention or creation of an independent lead database.

3.3. On receipt of a lead, Henry may perform limited preliminary validation, eligibility screening and matching to identify product categories or materially consistent alternatives that appear potentially relevant. That stage must be covered by the source organisation's warranted authority to disclose the lead for preliminary Henry matching or another documented lawful ground. Where Henry receives a failed loan application, an approved legitimate-interest assessment may support limited internal matching and neutral presentation of alternatives, but this ground does not apply merely because an application is incomplete and does not by itself authorise unsolicited electronic direct marketing or disclosure to a provider. A potential match is not an approval and does not authorise disclosure to a provider for an unselected product.

3.4. The available product interface may display categories such as Financing, VAPS, Rent to Own, Financial Health and other approved categories. A person may select one, several or all displayed categories. Henry records the selected categories, notice and version, time, source, purpose, applicable recipient set and withdrawal or change.

3.5. A displayed category may cover materially consistent alternatives clearly described within it, including identified vehicle-finance, asset-based or personal-loan alternatives within an appropriately described Financing category. A materially different or undisclosed product, purpose, information requirement or recipient category requires a new choice. Product eligibility or technical dependencies may limit which selections can proceed.

4. AI, Matching and Decisions

4.1. Exchange may use rules, AI and automation for extraction, validation, deduplication, qualification, matching, prioritisation, summaries, recommendations, anomaly detection and workflow routing.

4.2. Henry will not use identifiable Exchange Tenant Data or Henry Lead Data to train a general-purpose or shared foundation model, or permit a model provider to do so, except on the applicable Responsible Party's separate documented instruction and a lawful basis.

4.3. Henry's match, score, recommendation or route is decision support and does not itself constitute a lender, dealer, insurer, credit, product or regulatory decision. The responsible participant must independently review and lawfully make its decision.

4.4. A solely automated decision with legal or similarly substantial effects requires a lawful exception, meaningful safeguards, an explanation and a route for human intervention and representations where required.

4.5. Henry controls Exchange matching and routing but does not use that control to make a participant's regulated product decision. A Tenant or provider that evaluates its own product remains responsible for its criteria, fairness, information quality, human review, explanation and outcome.

5. Recipients, Locations and Providers

5.1. Subject to the recorded product-category choice, the minimum necessary user, vehicle and application information may be made available through Henry to the specific Tenant, lender, bank, dealer, vehicle provider, referral partner, product provider or other participant authorised for the selected transaction purpose.

5.2. Standard technology routes may include Supabase, AWS, Zoho, Google Cloud/Gemini, Azure AI Foundry, Yield Point AI, an approved third-party data source, Paystack and enabled Microsoft or Google services. Exact provider and international-transfer details appear in the Suboperator List and International Transfer and Recipient Register.

5.3. The standard Service does not include country-exclusive residency. A recipient may retain a record under its independent terms and law after it lawfully becomes a Responsible Party; Henry cannot delete that independent copy on the recipient's behalf.

5.4. Before a cross-border recipient route is enabled, the party controlling it must establish a section 72 POPIA ground and the required notice, consent or contractual safeguard.

5.5. Henry withholds direct consumer contact details from a participant until the applicable transaction closes through Henry. Before closure, approved participant communications must remain within the Henry platform and be limited to the selected product and active application. A participant may nevertheless be an independent Responsible Party before closure where it independently processes identifiable application information in the platform.

6. Retention, Export and Deletion

6.1. Active lead and transaction records are retained while required for the authorised workflow. Lead, application, routing, outcome, commission and reconciliation evidence is ordinarily retained for five years after completion, cancellation or last financial activity, unless a shorter lawful instruction applies or law requires longer.

6.2. Marketing prospect data without an active relationship is ordinarily deleted within 24 months after the last meaningful interaction. Minimal suppression information may be retained for as long as needed to honour an opt-out.

6.3. Tenant-controlled Operator data otherwise follows the standard 90-day post-termination export period and deletion from active production systems and protected backups within the additional 90 days. A record retained by Henry as Responsible Party or by an independent recipient follows the applicable lawful record class rather than the Tenant subscription alone.

6.4. A Tenant must stop using and securely return or delete Henry Lead Data when Henry instructs or authorised Operator access ends, except for a record the Tenant must independently retain by law. Any retained record must be isolated and used only for that lawful purpose.

6.5. Henry will correct, restrict, delete or de-identify Henry-controlled records as required and notify affected active recipients where reasonably necessary. Henry may coordinate a request but does not promise to correct or erase an independently controlled recipient copy. Each independent Responsible Party determines and documents its own lawful correction, restriction, retention and deletion response.

7. Security and Shared Responsibility

7.1. Henry applies the Security and Incident Schedule to covered Exchange systems, including access control, encryption, Tenant separation, recipient permissions, logging and incident response.

7.2. A Tenant receiving Henry Lead Data must:

  • restrict access to authorised personnel and the stated purpose, channel and period;
  • prevent unauthorised copying, export, onward disclosure and independent database creation;
  • keep accurate outcome, consent, opt-out and transaction records;
  • report a suspected compromise or misuse immediately;
  • relay a Data Subject request or objection to Henry promptly while acting as Operator; and
  • delete or return information when instructed.

7.3. A Tenant acting as Responsible Party remains responsible for lawful source data, notices, authority, recipient choice, communications, regulated decisions, information quality and required data-subject or regulator notifications.

7.4. A Tenant supplying leads must provide or identify its current applicable privacy notice, warrant lawful collection and disclosure to Henry, preserve its upstream authority records and notify Henry promptly of an affected withdrawal, objection, correction, complaint or authority defect. Henry may rely on those warranties unless it has reasonable grounds to question them, without limiting Henry's protective rights under the Operator Agreement.

8. Communications, Quality and Commercial Evidence

8.1. Subject to the recorded operational contact choice or another lawful ground, Henry may contact a person through the selected channels where reasonably necessary to understand or assist with the request, verify identity, present and record product choices, request or complete information, provide a quotation or decision, administer or fulfil a selected product, answer questions, provide status and outcome information, protect security and close or support the requested journey. Henry controls approved product-specific reminder limits. Operational messages may not conceal unrelated promotion.

8.2. Before a transaction closes, an approved Tenant or other participant may communicate with the person through Henry only within the authorised workflow, selected purpose and recorded contact choice or other lawful ground. By affirmatively accepting the Agreement and participating in an authorised Exchange application, request or transaction, each Tenant agrees that Henry and the approved Tenants and participants involved in that workflow may contact the Tenant and its Authorised Users through the channels selected in the Service. The Tenant may communicate with those participants where reasonably necessary to source, assess, administer, fulfil, reconcile or support the same request or transaction. Each conversation must be limited to authorised participants and the minimum relevant information; each message must identify the actual sender. Acceptance of the Agreement does not authorise unrelated solicitation or direct marketing. An independent provider may use application information only for the selected product and its lawful assessment. Direct contact details remain subject to Section 5.5.

8.3. Henry may market Henry's specified goods or services only as permitted by POPIA and Henry's recorded consent or other applicable authority as identified sender. Henry's marketing consent must be separate from the operational contact choice, optional, unselected, channel-specific and freely withdrawable. A Tenant, dealer, lender or other provider remains responsible for its own independently determined marketing authority and may not rely on the operational contact choice, Henry's marketing consent or a general reference to the Henry ecosystem. An opt-out must be honoured and relayed to the applicable Responsible Party promptly.

8.4. Parties must take reasonably practicable steps to confirm material applicant, vehicle, financial, transaction and outcome information before relying on it. Henry maintains the current Henry-platform record. A verified material correction must be propagated to affected active participants where reasonably practicable and required by law, without making Henry responsible for independently maintained recipient systems.

8.5. Commercials Records and system evidence may record source, attribution, Qualifying Event, Product Value, payer, recipient, payment, adjustment and reversal. Each participant remains responsible for its own statutory and upstream records.

8.6. Henry's provision of a workflow does not confer a lender, credit-provider, insurer, financial-services or other regulated licence and does not authorise a party to perform a regulated activity for which it lacks permission.

9. Output and Intellectual Property

9.1. The Tenant retains its rights in pre-existing Tenant Materials and unchanged source Tenant Data. Henry owns every Exchange Output under the Terms of Service Section 2, including matches, routes, campaign selections, linked records, relationship graphs, funnel and transaction intelligence, classifications, validations, scores, rankings, recommendations, reports, dashboards, exports, attribution records, commission analytics, benchmarks, provenance, corrections, annotations and other enrichment or analytical results. Where an Output is generated for a particular Tenant or transaction, Tenant-Specific Henry Output identifies only its intended recipient or source and not ownership.

9.2. Subject to full payment and compliance, the Tenant may use specified Exchange Outputs only within the approved Exchange workflow and may disclose the minimum individual result to an Authorised Recipient for ordinary consumptive use in the underlying transaction, audit, advice or regulatory process. Payment, completion of a transaction, download, export, recipient disclosure or inclusion of facts from Tenant Data does not transfer ownership.

9.3. Bulk or recurring access, white-labelling, resale, data-product use, API or platform incorporation, technology-vendor ingestion, commercialisation or other Externalisation requires a separately signed Externalisation Commercial Annex under the Terms of Service and Commercial Terms. No Commercials Record, success fee, commission arrangement or Online Order Record transfers intellectual-property ownership.

9.4. Processing roles, privacy rights, correction, retention and deletion duties do not alter Henry's ownership and do not give Henry ownership of a Data Subject's Personal Information or the Tenant's unchanged source records.

10. Changes and Product Exit

10.1. Henry may make commercially reasonable product changes. A material reduction of the processing, security, retention or availability commitments applicable to a paid fixed Subscription Period ordinarily applies on renewal, except for law or urgent security.

10.2. If Henry retires a material generally available Exchange function without a reasonably comparable replacement, it will ordinarily give at least 12 months' notice unless security, law, provider withdrawal or system integrity requires earlier action. This does not apply to beta, preview or experimental functions.

10.3. No meeting statement, demonstration, roadmap discussion, email, proposal or individual representative's approval expands this Schedule or authorises reliance on an unapproved participant, routing purpose, regulated workflow, processing route or Output licence.

END OF HENRY EXCHANGE PRODUCT AND PROCESSING SCHEDULE