SmartStokvel™ Constitution

1.1. Name and parties. The SmartStokvel™ Collective Procurement Association (the Association) is the member-governed voluntary buying association constituted on recorded adoption of these founding rules. SmartStokvel™ is its programme name. Its members and EXCO are distinct from PEXPACKS (PTY) LTD, registration number 2026 / 054056 / 07 (Pexpacks or Corporate Administrator), which is to be appointed as external administrative and procurement agent under Article 3 and a separately executed Service Level Agreement (SLA). A member is an adult parent, guardian or sponsor accepted onto the Association’s register; a learner is a beneficiary, not a debtor or contracting member. A school is not a guarantor, agent or party solely because its name or list appears here. Publication alone does not prove formation, adoption or execution of the SLA.

1.2. Supplier disclosures. The business and legal-service address supplied by the company is 19 Anemone Road, Primrose, Germiston, 1401, South Africa. Before accepting payment, Pexpacks must provide its verified contact channels, applicable tax particulars and the complete order terms in a durable written disclosure. Members may request these details without charge. A trading name, logo or this constitution is not evidence of regulatory approval.

1.3. Actual legal character. The intended service is coordinated procurement and supply of stationery, not company ownership, an investment return or a rotating cash payout. Pexpacks may not invest, lend or pledge member money under this mandate. The actual transaction and applicable law determine classification: describing it as an agency does not exclude any Consumer Protection Act 68 of 2008 (CPA) lay-by protections that apply.

1.4. Authorisations and affiliations. The name stokvel, an EXCO or a corporate SLA does not itself establish an exemption from banking, financial-services, credit or payment laws or insulate the Association, officers or Pexpacks from liability. EXCO and Pexpacks must establish and meet the requirements applicable to their actual activities before undertaking regulated activity. No NASASA affiliation, regulatory endorsement, deposit insurance or trust status is asserted by this constitution. Any later claim must have current written evidence and its exact scope disclosed. The Association’s legal capacity, any common-bond requirements and any applicable exemption conditions must be verified; open website registration is not proof that those conditions are met.

1.5. Definitions and precedence. The net stationery balance comprises cleared stationery contributions less recorded authorised purchases and refunds; any separately disclosed, lawfully earned fees must not be deducted twice. Business days exclude weekends and South African public holidays. All times are South African Standard Time (SAST). Mandatory law prevails, followed by this constitution for SmartStokvel participation and the agreed order particulars consistent with it. Summaries, promotional statements and other policies cannot reduce these protections.

1.6. Continuing Association and separate property. On valid adoption, the Association continues despite changes in membership or officers and may hold its property separately, contract through authorised representatives and pursue or defend claims in its own name to the extent its legal form permits. Members do not acquire ownership of Pexpacks or authority to bind one another merely by joining. No personal guarantee or liability for another family is implied. This does not exclude an officer's own unlawful conduct or statutory liability. Legal capacity and the actual fund-holding structure must be verified before collections.

2.1. Purpose. Members combine purchasing demand through a purpose-limited mutual-benefit buying association to seek competitive stationery prices and spread contributions over an agreed period. Stationery pool capital is for member goods, not distribution as profit or dividends; Pexpacks’ separately disclosed service compensation is governed by the SLA and Article 4. Savings claims must have a substantiated comparison basis. No fixed saving, inflation protection, school endorsement or product certification is guaranteed unless verified and expressly included in the order.

2.2. Eligibility and authority. Members must be at least 18, legally able to contract and authorised to provide the necessary learner information. Contact details and instructions must be accurate. A sponsor is responsible only for the commitment accepted; making payment does not confer parental authority or access to confidential child information.

2.3. Enrolment and paid acceptance. Enrolment and 3-, 6- or 9-month contribution payments are open for the 2028 academic cycle. Membership activates only after the first contribution is confirmed. A free priority-list entry records interest only; it does not authorise collection or conclude a paid order. Pack amounts are estimates based on planning lists. A paid mandate requires informed affirmative acceptance and a written confirmation identifying the order, accepted terms and applicable total.

2.4. Conduct and dignity. Members must use authorised payment channels, protect account access and report errors or suspected fraud promptly. Pexpacks must offer accessible assistance and must not discriminate unfairly, shame a family, disclose default to other parents, make payment a school-attendance condition or penalise a member for exercising a legal right. Members are not jointly liable for other members’ arrears.

2.5. Suspension, transfer and exit. Suspected misuse may justify a proportionate temporary restriction with written reasons and an opportunity to respond, subject to urgent lawful fraud-prevention steps. Restrictions must be reviewed promptly and cannot erase balances or prevent complaints and refunds. Death, incapacity, school transfer or a change of guardian requires reasonable verification and lawful instructions, not automatic forfeiture.

2.6. School groups and coordinated procurement. The programme is organised through administered school-level groups coordinating funded demand across schools for stationery buying. The initial membership comprises ten parent members, as confirmed by the founder; the Secretary must retain their actual identities, schools, admission records and acceptance particulars privately. This count does not establish paid balances or ten members at every school. Unless separately constituted and bank/regulator-approved, a school group is a chapter of this Association, not an automatically separate exempt entity or trust. Each group must have a recorded school/community connection, founding or chapter resolution, authorised representatives and its own member and allocation records. Joint wholesale negotiation does not authorise transfers to cover another group's shortfall. Contributions and commitments remain attributable to each member and group.

2.7. Invitation, admission and the membership register. New voting members must be introduced by an existing member or admitted through a recorded founding process, with the genuine relationship and school-group eligibility verified by an authorised non-conflicted representative. School-name selection or an online checkbox alone does not establish the required common bond. Public website enquiries are free expressions of interest only. The register records the introducing member or founding resolution, admission decision, group, acceptance version and date; membership is distinct from a learner profile or a paid order. Existing members must be recorded individually without manufacturing signatures, payments or retrospective consent. A separately constituted group must meet its own legal requirements; software chapters must not be used to evade aggregated regulatory limits.

2.8. Death, incapacity and school transfers. The Secretary must verify the authority of an executor, guardian, lawful representative or authorised successor before disclosing information or acting on changed instructions. A beneficiary nomination alone does not override succession or guardianship law. School transfers require a reconciled account and informed revised specification, not forfeiture or an automatic transfer of cash or voting rights.

3.1. Member authority and separation of roles. The General Meeting (GM) is the Association’s highest internal decision-making body, subject to law and individual rights. Its three-person Executive Committee (EXCO or Governing Body) governs between meetings, safeguards member interests and supervises the Corporate Administrator. Pexpacks manages the delegated daily work, not member voting or independent oversight. Company directors do not hold EXCO office merely by being directors. Officers owe duties of good faith, reasonable care, confidentiality, proper purpose and conflict disclosure to the Association. Their powers are limited by this constitution and recorded member mandates.

3.2. Acting interim Chairwoman — Slindile Mpanza. Slindile Mpanza is the acting interim Chairwoman, a parent and not a Pexpacks director. She convenes and chairs EXCO meetings, facilitates member participation, tracks resolutions and action items, oversees the Corporate Administrator and ensures the first GM is called. She is accountable to members, must declare any personal, financial or corporate interest and must recuse herself from a conflicted matter. She cannot alone approve a supplier appointment, authorise an unapproved payment or bind another member to new obligations.

3.3. Acting interim Treasurer — Privleage Dlamini. Privleage Dlamini is the acting interim Treasurer. The Treasurer independently reviews bank-to-ledger reconciliations, member liabilities, fee separation, supplier commitments, refunds and residual credits; presents finance reports to EXCO and the GM; and escalates discrepancies promptly. The Treasurer verifies that procurement approvals are funded and properly authorised. Bank-signatory powers and personal-data access require separate lawful mandates and controls; any actual conflict must be disclosed.

3.4. Acting interim Secretary — Thembeka Hlatshwayo. Thembeka Hlatshwayo is the acting interim Secretary and is not a Pexpacks director. The Secretary keeps the membership, attendance, officer and conflict registers; issues meeting notices and agendas; records votes, recusals, minutes and resolutions; retains the constitution, SLA and acceptance records; coordinates member communications; and maintains a documented handover. Any relevant company, financial or personal interest must be disclosed and the recusal rules followed.

3.5. Interim term and first GM. These are acting interim appointments to kick-start the Association and manage its launch until official EXCO appointments are made at the first GM. That GM is planned for August 2028, with its exact date, time and venue or secure virtual arrangements to be confirmed by formal notice. Its agenda must include the interim EXCO’s report, accounts, corporate SLA review and election of the official three-person EXCO for the 2029 cycle year. Interim officers retire on the recorded handover at the close of that GM; the elected EXCO then assumes responsibility for the 2029 cycle’s preparation and oversight, preserving existing member and supplier commitments. Interim officers may stand for election but have no automatic right to continue. A postponement requires reasons, a new proposed date and member approval of any interim extension; silence cannot create an indefinite term. After the first GM, members must elect or confirm the next cycle’s EXCO at a GM before that cycle begins.

3.6. GM notice, participation and elections. The Secretary must give at least 21 calendar days’ notice of a GM, with the agenda, nomination process, financial summary and proposed resolutions in a retainable form. Members on the register who have accepted the Association’s constitution have one vote each, irrespective of the number of learner profiles; a payment shortfall alone does not remove voting rights. A free expression of interest is not itself voting membership. Meetings may be physical or securely virtual, with reasonable identity checks and accessible participation. Quorum is 25% of eligible members, rounded up, with a minimum of three; if fewer than three eligible members exist, all must attend. Ordinary resolutions and elections use a simple majority of votes cast; tied decisions fail and tied elections require a run-off. An adjourned meeting requires fresh notice and the same quorum. Constitutional amendments require 75% of votes cast, without overriding Article 10 or individual consent requirements.

3.7. EXCO meetings, conflicts and vacancies. EXCO must meet at least quarterly and whenever a material financial or member-protection issue arises. Normal quorum is two officers entitled to decide the matter, including the Treasurer for financial approvals. Decisions require a majority of eligible votes cast; the Chairwoman has no casting vote. Interests must be disclosed before papers are considered. A conflicted officer must leave the decision and cannot count toward quorum, vote, approve or sign for the Association on that matter. If fewer than two non-conflicted officers remain, the matter goes to a quorate GM; urgency permits only documented protective steps that do not create a new commercial commitment. The two remaining non-conflicted officers may fill a vacancy temporarily, with member notice and confirmation at the next GM. Members may remove an officer by a majority resolution at a properly notified GM after reasons and an opportunity to respond.

3.8. Reserved oversight and member accountability. EXCO must approve the annual procurement budget and funded purchase instructions, monitor safeguarding and contribution records, oversee the 31 October settlement, 1–14 October trim, planned 15 October seasonal-price deposit and 1 November supplier-balance payment, review complaints and service performance, and verify any required regulatory filings or affiliations before claims are made. It must maintain a register of approved supplier arrangements, conflicts and resolutions. It may not transfer individual member rights, borrow against pool funds or impose new financial obligations without lawful authority. Members may request their own accounts and appropriately redacted governance records. Liaisons may raise concerns but cannot access others’ ledgers. Actual participation counts must be distinguished from illustrations or interest registrations.

3.9. Corporate appointment and execution of the SLA. The interim EXCO has the mandate to negotiate and execute a separate Corporate Administration and Procurement Service Level Agreement appointing PEXPACKS (PTY) LTD, registration 2026 / 054056 / 07, as the exclusive external Corporate Administrator for the agreed operational scope, following the constitution’s conflict and resolution rules. The appointment takes effect on the SLA’s recorded effective date after authorised execution by both parties. At least two non-conflicted representatives authorised by a recorded resolution must sign for the Association. Pexpacks must sign through its own authorised corporate representative, who cannot simultaneously approve or sign the Association’s side of the same transaction. Former or removed officers have no Association authority by virtue of company directorship. If a non-conflicted Association quorum cannot be formed, members must approve the terms and appoint suitable non-conflicted signatories at a GM.

3.10. Delegated operational powers. Within the SLA, approved budget and individual member mandates, Pexpacks must host and secure pexpacks.co.za; maintain the passbook ledgers and supporting records; integrate authorised payment providers; liaise with schools about verified grade lists; obtain supplier quotations; pack, label and fulfil confirmed orders; and manage routine member support. EXCO retains independent governance and scrutiny. Procurement authority is limited to approved, funded stationery allocations and associated expressly agreed services. This is not an unrestricted power of attorney, authority to obtain credit or permission to lend, invest, pledge member funds or make unrelated commitments. Bank-signatory or special agency powers require separate valid written mandates.

3.11. Dedicated funds and monthly reporting. Before collections, EXCO must approve and verify the dedicated member-funds banking and safeguarding arrangement under Article 4 and the SLA. The proposed title PEXPACKS (PTY) LTD — SmartStokvel Trust Account may be used only if the bank and legal arrangements support that designation; neither the title nor this constitution creates a trust or insolvency protection. Stationery money must not be mixed with operating cash or used for company liabilities. By the fifth calendar day of every month, Pexpacks must provide EXCO with a retrievable consolidated prior-month report showing member-fund assets and liabilities, contributions, earned fees, authorised procurement, refunds, shortfall allocations and residual balances, reconciled to bank and gateway records. The Treasurer must review it, record exceptions and follow up; EXCO must have proportionate independent verification access. Members retain access to their own statements without receiving others’ personal information.

3.12. Procurement and zero-margin stationery allocation. Around 15 October, Pexpacks may pay an EXCO-authorised supplier deposit against an approved, itemised order to secure seasonal prices. The deposit must not exceed cleared funds available for the participating members’ approved allocations; it may not be borrowed or charged to another member’s balance. If the supplier requires more, the order must be reduced, deferred or separately agreed without imposing an undisclosed obligation. The deposit amount, supplier, price-lock terms, refundability, cancellation consequences and remaining balance must be evidenced and disclosed before member acceptance. After the 31 October settlement, Pexpacks may pay the remaining authorised supplier balance on 1 November, including funded essential-item allocations under Article 6. The SLA must require stationery to be allocated at evidenced supplier acquisition cost, with supplier discounts, rebates and rounding reconciled for the members’ benefit; no undisclosed stationery markup, profit diversion or cross-subsidy is permitted. Digital administration must be priced separately from the pack. Freight / delivery, packaging and assembly must be separately identified within the accepted pack total, with supplier stationery costs distinguishable from those fulfilment costs. Approved fulfilment allocations may be used only for the corresponding services; they may not be presented as stationery acquisition costs or charged twice. EXCO must review procurement evidence and actual savings rather than treating supplier tier or certification claims as automatically established facts.

3.13. Corporate compensation and fee separation. The proposed corporate administration charge is R29.00 per active learner profile per agreed service month, inclusive of VAT where VAT is lawfully chargeable; VAT may not be added on top of the displayed R29.00. This does not assert that Pexpacks is VAT-registered. This fee covers all digital administration and management of SmartStokvel, including platform operation, digital passbooks, contribution records and member account management. It excludes physical fulfilment: Freight / Delivery Cost per Pack (R), Packaging Cost per Pack (R) and Assembly Cost per Pack (R). These are separate cost components already included in the total price of every pack, vary according to its fulfilment needs and must be itemised in the accepted breakdown. They must not be added again as an extra charge or represented as included in the monthly administration fee. The SLA must maintain separate accounting for these components and prevent double charging. Each payment must be split in the records between stationery money and the separately disclosed administration allocation. Only lawfully earned fees may be transferred to Pexpacks’ operating account as corporate revenue; receipt does not automatically make an unearned fee non-refundable. No part of stationery capital may be diverted to pay an undisclosed operating cost.

3.14. Service standards, review and termination. The signed SLA must specify deliverables, reporting and security standards, payment/refund handling, complaints, measurable service targets, records access, breach remedies, a dispute route and exit assistance. Appointment may continue across cycles but must be reviewed at least annually and at the first GM. Ordinary no-fault termination requires a unanimous vote of the non-conflicted EXCO members forming a quorum and the agreed SLA notice, proposed as 60 calendar days. Conflicted officers have no veto. Fraud, material safeguarding failure, illegality, insolvency or material breach permit proportionate suspension and lawful termination under the SLA without requiring the alleged wrongdoer’s agreement; urgent protective action must be reported to members promptly. The GM retains authority to replace the agent through a duly notified majority resolution, subject to lawful accrued obligations. No exclusivity or continuity clause may obstruct a regulator, statutory rights or protection of member money.

3.15. Handover and records. Changing EXCO or ending the corporate appointment must not erase balances or interrupt lawful fulfilment and refunds. Officers and Pexpacks must preserve and transfer the member register, accounts, mandates, constitution versions, minutes, supplier commitments and relevant data to authorised successors securely, subject to privacy law. Credentials and bank mandates must be changed through verified processes. No member fund or essential record may be withheld as leverage over a disputed corporate fee. Signatures, bank verification and actual appointment dates must be recorded; none is deemed to exist solely because this clause is published.

3.16. Founding adoption and regular member meetings. Before paid operations, founding members must record adoption, officers' acceptances and interests, the first-cycle budget, banking resolutions and authorised SLA mandate. The confirmed interim officers remain subject to member oversight until the first electoral GM planned for August 2028. School groups must offer member meetings at least quarterly, physically or through accessible virtual arrangements, including financial education and a retainable financial summary. The Secretary must preserve attendance, minutes, decisions and member queries. Members must receive annual Association reporting even before the first electoral GM.

3.17. Special meetings, electorate and deadlock. At least 10% of registered voting members, rounded up with a minimum of two, may requisition a special GM stating the business and proposed resolutions. The Secretary must issue notice within seven calendar days for a meeting normally held within 30 days, with at least 21 days' notice; urgent protective action must not bypass required approval. If officers fail to convene it, requisitionists may convene on the same notice and verification rules. The notice fixes the voting-register date and provides a correction process; payment shortfall alone does not remove a vote. Secure remote votes must be attributable, confidential where appropriate, counted once and scrutinised with recorded results. Proxies are not permitted unless members lawfully adopt a verified proxy procedure. The existing quorum is retained; a failed quorum requires renewed notice and member participation, not unilateral company action. A conflicted, vacant or unavailable Treasurer may be replaced for a specific matter only by suitable non-conflicted representatives appointed by a quorate GM; no company representative may override the financial approval controls.

3.18. Independence and banking instructions. All officers and decision-makers must disclose relevant family, employment, financial, beneficial and corporate interests before appointment and each affected decision; non-directorship alone does not establish independence. No relationship is inferred merely from a shared surname. The bank mandate must identify account ownership, signatories and the approvals required for each channel. A payment initiator may not be its sole approver. New or changed beneficiary details require independent verification. The stricter lawful bank and constitutional controls apply; EXCO voting or signing the SLA does not itself confer bank authority. Revoked or replaced officers must promptly lose relevant access through verified bank and platform processes.

4.1. Individual schedule. The absolute final date to settle all outstanding cycle contributions is 31 October at 23:59 SAST of the active cycle year. The first active cycle year is 2027, for delivery for the 2028 academic year. Before payment, the order must identify the active cycle year, delivery year, exact due dates, stationery price, each fee, delivery charge, taxes, rounding and total payable. Three-, six- or nine-contribution options for the first cycle may be offered only with an expressly agreed schedule fully payable by this deadline. No plan may silently extend payments beyond October or impose undisclosed catch-up amounts, interest, credit fees or arrears penalties. The 1–14 October trim window may overlap earlier instalments. The expressly disclosed seasonal-price deposit may be paid around 15 October; the remaining supplier balance and final allocations may be committed only after settlement, on or after 1 November.

4.2. Administration fee. The advertised administration fee is R29.00 per active learner profile per agreed service month and covers all digital administration and management of SmartStokvel. Freight / delivery, packaging and assembly are excluded from this fee and already included as separate per-pack cost components in the pack total. Their amounts vary with fulfilment needs and must be disclosed before acceptance, without a second charge. The order must identify the charged months, stationery component, each fulfilment component, administration fees and combined total payable. An accepted price or schedule may not be increased retrospectively without a lawful basis and any required member agreement. No fee is earned simply by joining the free priority list. Charges must reflect the agreed service and applicable law; unperformed, duplicated or unlawful charges must be reversed. Calling a charge a digital administration or fulfilment fee does not automatically make it non-refundable.

4.3. Records and permitted use. Pexpacks must separately identify member contributions, earned fees and its operating money, reconcile receipts to individual ledgers and apply member money only to authorised obligations. It must safeguard money held for members as required by law, including CPA section 65 where applicable. The digital passbook is a transaction record, not a bank deposit or investment account.

4.4. Safeguarding disclosure. Before payment, Pexpacks must explain who receives funds, the account-holding arrangement, permitted deductions and how balances are safeguarded and reconciled. It may describe funds as held in trust, escrow, legally segregated or protected against insolvency only where actual legal and banking arrangements support that description. Separate accounting alone does not establish those protections or override lawful ownership rights.

4.5. Payment mandates and errors. Recurring collections need a separate, clear mandate specifying amounts or calculation, dates and cancellation instructions; enrolment consent alone is insufficient. Members must receive receipts and may dispute an allocation. Pexpacks must investigate promptly, correct supported errors and explain disputed entries. Reversals and chargebacks must be reconciled without double recovery or removal of unrelated cleared balances. No new collection may be made simply to recover an alleged error without lawful authority.

4.6. Conditions before any collection. Collections require a recorded legal assessment of the actual school-group and coordinated-purchasing model, required approvals or registrations, verified bank ownership/safeguarding/signatory arrangements, signed founding and corporate SLA records, supplier-cost evidence, privacy disclosures and successful payment/reversal/refund reconciliation checks. A dated non-conflicted EXCO resolution must release the specific collection scope, with evidence references, review dates and expiry. Missing, expired, withdrawn or materially inaccurate evidence requires a pause in new collections and a safeguarded remediation plan; it does not extinguish existing balances. Public statements that contributions are open do not waive these operational and legal collection controls.

4.7. Financial year, annual accounts and regulatory limits. The Association's financial year ends on 31 January, with the first year ending 31 January 2028, subject to recorded founding adoption. Monthly reporting does not replace annual statements. Where the GN 620/2014 common-bond exemption applies, annual statements must be prepared within 120 days and distributed to members and the relevant SRO where required within 60 days of completion. The Treasurer must monitor aggregate contributions held across the actual legal group, including all its chapters, rather than treating a learner or school label as a separate exemption. Before holdings exceed R100,000, obtain required approved-SRO membership and certificate; above R3 million held at any time arrange the prescribed registered accountant/auditor report; do not exceed the applicable R30 million limit or assume special CFI provisions apply. Confirm current instruments, measurement and any stricter requirements before relying on these figures. No registration exception removes other conditions, and no full-withdrawal restriction may be used to defeat a statutory consumer remedy.

4.8. Active service months, interest and exact totals. An active learner profile begins only on the accepted paid service start date, not free enrolment. Each plan must list the actual months of administration service, the fixed R29.00 fee per such month, total service fee, stationery costs and separate fulfilment components already included in the pack total. No second fee is charged for a duplicate profile for the same learner/service. Pauses and early exit must be reconciled against service actually provided; future unperformed months are not automatically earned. Bank/gateway costs must be covered by the agreed fees or expressly disclosed price, not a new deduction. Bank interest attributable to member funds must remain accounted for member benefit under an approved allocation policy and lawful tax treatment, without promising a return or authorising investment. Every cent of rounding must be reconciled in the final contribution.

4.9. First-cycle schedule and approved supplier prices. The 2028 academic cycle offers three, six or nine monthly contribution options, with all scheduled contributions due no later than 31 October 2027. The checkout must show the actual dates and exact amounts before acceptance, including the R29 service fee and a final balancing instalment where needed. Pack and monthly amounts are estimates based on current grade lists and server-side pricing settings; they are not a guarantee of supplier discounts. A parent does not need to request or wait for a separate supplier quotation to enrol. Any material change to the accepted total must be disclosed and handled under the member's accepted terms and applicable consumer law.

5.1. Agreed specification. The order must identify the school, learner grade, relevant booklist, quantities, specifications, approved brands, personalisation and delivery arrangement. Members must be able to review and correct details before accepting. Pexpacks must flag a known mismatch and must not describe a list as school-approved without a basis for doing so.

5.2. Trim window. The annual trim window runs from 1 October at 00:00 to 14 October at 23:59 SAST of every active cycle year. Members may remove eligible reusable items up to 25% of the agreed pack value. Item prices, exclusions and calculation must be disclosed. A converted essential pack may be trimmed only within the same rules and available allocation; trimming does not restore an unpaid full pack or create new arrears. The cap does not restrict remedies for incorrect, unavailable or defective goods.

5.3. Credit election. Pexpacks must provide an itemised revised order and ledger credit. A trim credit must first reduce the member’s remaining stationery balance for that cycle, with the schedule and final instalment recalculated and disclosed before the 31 October deadline. Any surplus may be applied to an expressly priced Pexcover or label service or carried forward only under an instruction expressly accepted by the member. No unrequested upgrade or forfeiture is permitted. Residual credit remains recorded for the member; any cash refund required by law remains payable. Describing a credit as a wallet does not change its legal character.

5.4. Procurement milestone. The procurement sequence is a planned supplier deposit around 15 October to secure seasonal prices, followed by payment of the remaining supplier balance on 1 November, after the 31 October contribution deadline. Final quantities must reflect the 1–14 October trim window and each member’s funded allocation. The deposit may not exceed cleared funds available for participating members’ approved allocations or be borrowed or charged across member accounts. Fully funded packs and shortfall accounts converted under Article 6 participate together, each limited to its own authorised, funded allocation. A shortfall alone never disqualifies an account from that procurement cycle. This combines funded demand to support wholesale pricing without using another member’s money to cover a shortfall. Before the deposit, Pexpacks must communicate the supplier, itemised goods, deposit and balance amounts, price-lock terms, cancellation consequences and fulfilment details. The planned date alone is not proof that money has been spent.

5.5. Availability and substitutions. Changes to price, material specification, personalisation or delivery require informed agreement. For an unavailable item, Pexpacks must offer a suitably specified alternative with its price effect, or an appropriate refund or credit. A brand-equivalence description alone does not authorise a material substitution or extra charge. Mandatory school brand requirements must be respected; safety or certification claims must be specific and verifiable.

5.6. Query period and accessible instructions. Issue an itemised essential-pack or trim proposal with at least three business days for queries before supplier commitment, within the published October window. If that period cannot be provided, postpone the affected commitment and obtain a lawful revised instruction rather than treating silence as approval. The 25% trim cap is based on eligible stationery value in the member's accepted pack estimate, excluding administration and separately priced physical fulfilment costs; any consequential cost change must be itemised and agreed. During platform failure, members may submit dated instructions through official support, receive a reference and retain the same substantive rights. Retain the original and revised order, calculation, mandate, query outcome and timestamp.

6.1. Goods-allocation policy and legal limits. Contributions are committed to the member’s stationery procurement, not a discretionary cash-withdrawal facility. Pexpacks does not issue a routine cash refund solely because a member misses payments or has a shortfall at the 31 October deadline; the funded essential-pack process below applies instead. This policy must be prominently disclosed and accepted before a paid mandate. It cannot remove a refund, cancellation, cooling-off or other remedy required by applicable law. A member may lodge a cancellation or dispute through support or any legally permitted method and must receive an acknowledgement and itemised account.

6.2. One-month qualifying minimum. An underfunded member qualifies for automatic essential-pack conversion once their cleared stationery contributions total at least one scheduled monthly stationery allocation for the accepted plan. The separate administration fee does not count toward that minimum. Several part-payments may together meet it. Pexpacks must show the qualifying amount, cleared contributions, any lawfully earned fees and available net stationery balance on the member’s account. No default penalty, disqualification charge or new conversion fee may be deducted.

6.3. Automatic essential-pack allocation and notice. After the 31 October reconciliation, a qualifying shortfall account automatically converts from the unfunded full-pack target to essential stationery up to its available net balance, under the member’s previously accepted conversion mandate. Pexpacks must prioritise usable grade-appropriate exercise books, writing materials and other verified classroom essentials. Before committing that member’s final allocation against the remaining supplier balance on 1 November, it must communicate the reason, ledger calculation, item names, quantities, prices, any residual credit and delivery arrangements directly to the member, allowing queries and correction before that allocation is committed. The allocation may not exceed available funds, create debt or reduce fully paid members’ allocations. Material departures from the accepted specification require agreement. Mandatory statutory remedies remain available.

6.4. Statutory remedies. Where applicable, CPA rights concerning direct-marketing cooling-off, fixed-term agreements, advance orders and lay-bys, and Electronic Communications and Transactions Act 25 of 2002 (ECTA) online disclosure and cooling-off rights, remain available. Any exception for genuinely personalised goods must be explained before authorisation and applies only as permitted by law; it does not remove remedies for defective or incorrectly supplied goods.

6.5. No disqualification or forfeiture. No account is disqualified from the 1 November procurement cycle solely for an outstanding balance. Cleared money is not forfeited or transferred to another family. Accounts below the one-month minimum must receive an individual statement and communication about an affordable essential-item allocation; their balance remains recorded, and any usable funded allocation may join the same bulk order. If no suitable item can be purchased, Pexpacks must explain the remaining credit and obtain a lawful instruction rather than erase it. A zero-balance account remains enrolled but has no funded goods allocation. No child is pursued for a parent’s unpaid full-pack target, and legally due refunds must still be honoured.

6.6. Refund process. Refunds must go to the verified payer or lawfully authorised recipient through a secure method. Pexpacks must explain reasonable verification, confirm the amount and identify the due date. It aims to complete undisputed refunds within ten business days; a shorter mandatory period takes priority and a statutory deadline cannot be extended by this target. Delays must be explained promptly. An unrelated undisputed balance may not be withheld over one disputed entry.

6.7. Vouchers and surplus. A voluntarily accepted paid voucher must state its rand value, issue date, redemption and transfer rules and expiry. Where CPA section 63 applies, unredeemed value must remain available for at least three years from issue, or a longer agreed period. No undisclosed inactivity fee, automatic renewal or arbitrary expiry may consume remaining value. Unclaimed money must be dealt with lawfully, not treated as income simply because a member has not responded.

6.8. Funding categories and cancellation decisions. The passbook must distinguish cleared stationery allocations, physical fulfilment allocations, earned administration fees, supplier commitments and residual credits. The one-month conversion threshold is the accepted scheduled stationery allocation, excluding administration and physical fulfilment costs. Quote and notice must state its exact rand value. Assess legal cancellations separately from discretionary withdrawals; provide a reasoned response, evidence of committed costs, the applicable remedy and due date. No account suspension, small balance or inactivity authorises forfeiture. Dormant or unclaimed balances remain reconciled, with reasonable private contact and lawful succession or unclaimed-property handling, not automatic company income.

7.1. Delivery commitment. First-cycle orders are for the 2028 academic year. Each order must specify an achievable window, destination, delivery charges and recipient. A before-school-start promise must be confirmed against the relevant school’s calendar. Once-off orders remain separate. A material delay requires prompt notice, reasons, a revised proposal and applicable cancellation or refund options.

7.2. Authorised handover. School delivery requires an agreed receiving arrangement and member authority. Pexpacks must retain proof of delivery and provide tracking or other evidence. A school name on a parcel does not itself prove receipt by an authorised recipient. Risk and responsibility follow applicable law and the lawful agreed arrangement; they do not automatically shift to the parent when a courier collects the parcel.

7.3. Quality and remedies. Goods must match the order and applicable safety and quality requirements. Pexpacks must provide a practical way to report missing, wrong, damaged or defective items and give the remedy required by law, including the CPA implied warranty where applicable. Prompt reporting assists investigation, but a short inspection request does not extinguish a statutory claim. Recalls and safety issues must be addressed without delay.

7.4. Group benefits. Delivery, label or other rewards must disclose the qualifying count, whether enrolment or payment counts, the counting date, eligible orders and relevant conditions before members rely on them. This constitution does not invent a fixed threshold. Earned offers must be honoured and cannot be retrospectively weakened. Another member’s default does not erase an individual’s cleared balance or confirmed rights.

8.1. Accountability and notice. Pexpacks must identify the responsible party and Information Officer contact in its privacy disclosures and process information in accordance with the Protection of Personal Information Act 4 of 2013 (POPIA). Notices must explain purposes, lawful grounds, necessary and optional fields, recipients, rights and complaint channels. Information must be limited to what the service reasonably requires.

8.2. Children’s information. Learner information requires an applicable legal ground, including a competent person’s consent where required. Authority must be verified proportionately; unnecessary identity documents and sensitive information must not be collected. A sponsor’s payment alone does not authorise disclosure of a child’s information.

8.3. Confidentiality, not absolute anonymity. Participation is confidential between members, not anonymous to Pexpacks or providers and authorised recipients who lawfully need identification. Schools receive only information necessary for an authorised purpose. Parents must not see others’ balances or learner details. Published counters must avoid re-identification and must not reveal default status.

8.4. Security and providers. Pexpacks must maintain reasonable risk-appropriate safeguards, restrict staff access, assess providers and put required operator agreements in place. Cross-border transfers must satisfy POPIA. Security compromises must be assessed, contained and notified to the Information Regulator and affected persons where required. Reputation concerns do not justify withholding legally required notice.

8.5. Retention and choices. Records may be retained only for justified service, accounting, statutory or dispute purposes and must be securely deleted or de-identified when no longer needed. Members may request access, correction, objection or deletion subject to applicable law and the published privacy and PAIA procedures. Optional marketing needs its own lawful basis and effective opt-out; acceptance of this constitution is not blanket marketing consent.

8.6. Group records and immutable acceptance packages. The privacy notice and SLA must identify whether the Association and Pexpacks act as separate or joint responsible parties or operators for each purpose, and the lawful access of school representatives. Keep a justified retention schedule and security/access logs. Store a durable version of the full accepted constitution, Terms, server-calculated pricing snapshot, due-date schedule, conversion mandate and governance acceptance, with server time and integrity evidence, and provide a copy to the member. A signature image, version label or content hash alone is not identity verification or an advanced electronic signature. New versions must not overwrite previously accepted packages.

9.1. Disruption and mitigation. A party affected by events beyond reasonable control must give prompt notice explaining the duties affected and expected duration, and take reasonable steps to reduce harm. Ordinary supplier difficulty, price changes or insufficient funds do not automatically excuse performance. Material changes require the member’s agreement where their contractual rights are affected.

9.2. Continuing duties. Disruption does not erase money held for members, refund rights, confidentiality duties or responsibility for preventable failures. If performance becomes impossible or an agreed revised deadline cannot be met, Pexpacks must explain and apply the lawful cancellation, restitution or other remedy. It cannot unilaterally impose a voucher.

9.3. Liability. Applicable law and the facts determine liability. Nothing excludes fraud, wilful misconduct, gross negligence, liability that cannot lawfully be excluded or mandatory consumer remedies. This constitution imposes no blanket cap at the value of contributions or general exclusion of consequential loss. Any separately negotiated limitation must be lawful, fair and prominently disclosed before acceptance.

9.4. Closure, insolvency or business rescue. If the programme closes, Pexpacks must stop new collections for unavailable services, notify members, reconcile accounts, identify authorised supplier commitments and provide a proposed fulfilment or refund timetable. Records must be preserved and recoverable supplier balances pursued. Accrued rights survive closure. Insolvency and business rescue follow applicable law; this constitution cannot promise creditor priority or guaranteed recovery unsupported by actual safeguarding arrangements.

9.5. Protective action, succession and Association dissolution. A non-conflicted EXCO may pause new collections and seek urgent bank, legal or regulatory assistance during suspected material safeguarding failure, preserving records and accrued rights. Replacing or liquidating Pexpacks does not itself dissolve the Association. Dissolution requires a properly notified GM, existing quorum and 75% of votes cast, with a documented reconciliation and lawful winding-up plan. Appoint authorised independent representatives to identify assets, goods, member balances, supplier claims, recoveries, committed costs and obligations, and arrange lawful fulfilment or repayments. Statutory insolvency priorities and verified property rights prevail. Record successor access, change bank mandates securely and preserve complaint, privacy and refund obligations. No balance or essential record may be withheld over a disputed administrator fee.

10.1. Internal complaints. Members may contact care@pexpacks.co.za or 0780036048, quoting an order reference and the concern without unnecessary learner or card information. Pexpacks must acknowledge within two business days, provide a reference and aim for a reasoned written outcome within seven business days. If more time is needed, it must explain why, identify a handler and provide updates and a proposed completion date. Management review by someone not directly responsible for the disputed decision should be available where practicable.

10.2. Independent redress. Members may approach the Consumer Goods and Services Ombud where it has jurisdiction, the National Consumer Commission, a competent provincial consumer authority, the Information Regulator for privacy concerns, or a competent tribunal or court in accordance with applicable procedures. Internal targets do not impose a compulsory waiting period, stop legal time limits or bar urgent relief. Mediation may be agreed; compulsory private arbitration or an exclusive distant court is not imposed.

10.3. Review and amendments. EXCO must keep dated versions and a change record, identify approval resolutions and review this constitution at least annually and after material legal or operational changes, with administrative support from Pexpacks. Proposed constitutional amendments require the GM approval in Article 3.6; Pexpacks cannot change Association governance unilaterally. Material changes must be explained in a durable communication at least 30 calendar days before taking effect, except necessary immediate legal or protective measures. Interim protective steps must be limited, reported promptly and referred for appropriate approval; they cannot be used to bypass required member consent. Any shorter notice must explain the reason and preserve accrued rights.

10.4. Existing members. A website edit or silence does not retrospectively authorise new fees, reduced benefits, forfeiture or changed procurement commitments. Material changes require agreement where law or contract requires it. Members declining a proposed change must receive lawful options to continue existing commitments, cancel or receive an appropriate account and refund. Changes required by law must be limited to what is necessary.

10.5. Law, severability and notices. South African law governs, subject to mandatory protections that cannot be displaced. An unlawful term may be severed or adjusted only as legally permitted without unfairly rewriting the bargain; remaining lawful terms continue. One failure to enforce is not a general waiver. Notices must use verified contact details with evidence of sending and any required consent. A failed message is not conclusive proof of receipt.

10.6. Independent governance concerns and NASASA engagement. Members may report administrator misconduct directly to non-conflicted EXCO representatives; if all are implicated, members may use the special-GM procedure and any competent external authority without first complaining to the alleged wrongdoer. Where verified NASASA affiliation and its applicable procedures permit, SRO mediation or reporting is available using the current published channel. No affiliation, guaranteed intervention or exclusive jurisdiction is implied. Preserve protected reporting, urgent relief and statutory complaint routes. The Secretary must maintain an annual compliance calendar and seek review before new services, group restructuring, material bank changes and each paid cycle.