South Africa has roughly R28 billion of consumer loyalty value locked inside isolated programmes. Members can't combine value across schemes, merchants can't issue rewards without building their own tech, and the telco / gift-card / voucher networks have no neutral switch into local loyalty.

Just as importantly, most of these programmes assume a smartphone, an app store and reliable data. That excludes the largest part of the South African market — feature-phone users, low-LSM households, rural communities and informal merchants. The result is low redemption, weak engagement, no liquidity, and no real inclusion.

TruPoints fixes this by being the neutral, regulated switch and adapter layer that sits between issuers, mechanics and reward rails — and by reaching members through whatever channel they actually have.

We believe neither side can win this market alone, and that a neutral operator co-owned 50/50 is the right vehicle. In short:

• 4Play, through FreeByte (free-byte.com), brings the rewards engine — issuance, ledger, settlement, reconciliation, and the live data / airtime / voucher / VAS integrations and operational know-how of running the platform at scale.
• Brightlab brings the first two clients and POC areas, the switch, the Studio and developer API, the brand and the go-to-market motion.
• Jointly we own the NewCo, the pricing, the board and the fundraising.

Before signing, we need a working session to map what FreeByte already does today — issuers and VAS partners live, throughput and settlement model, the channel mix it currently supports, and the IP terms on which it would be licensed into NewCo. That conversation determines which parts of TruPoints we build new vs which parts we wrap.

Below is our first draft of the build scope we'd like to align with the 4Play team. The intent is that this becomes the shared backlog we walk into the Heads of Terms with — not a closed proposal.

We'd like to walk through this row-by-row with the 4Play team and agree what changes, what gets added, and where FreeByte already covers a row in which case we just wrap it.

TruPoints must reach every South African consumer regardless of device or connectivity. The JV will build one channel-agnostic adapter that exposes the same earn / burn / balance / switch operations across:

• Web app — modern browser, full Studio and wallet UI.
• Mobile app — iOS and Android wallet for smartphone users.
• SMS — short-code earn and burn for any handset, no data required.
• USSD — session-based menus for feature phones and zero-data users.
• Offline / agent-assisted — printed PIN vouchers and merchant tablet flows for spaza shops and informal vendors.

One core API, per-channel renderers, identity normalised to MSISDN where no email exists. This is where 4Play's existing VAS and FreeByte integrations are most valuable — and it is the proof point we'll lean on in the Eersterust pilot.

The lowest-hanging commercial deal: integrate OM Rewards as a first issuer so members can redeem their existing OM Rewards points into TruPoints rails (Reloadly gift cards + FreeByte data + telco airtime) without OM rebuilding any of its own infrastructure.

• Timeline: 90 days from MOU to live redemptions in sandbox → production.
• Commercials: revenue share + per-redemption fee, neutral operator.
• Brightlab commits: the OM relationship, the issuer-side adapter, compliance posture.
• 4Play commits: FreeByte rails, settlement file, VAS fulfilment.
• Success metric: redemption volume in month three + OM member NPS uplift.

In parallel, we propose a grassroots pilot in Eersterust, Pretoria. We sign up 20–40 local merchants and vendors — spaza shops, salons, takeaways, fuel — onto TruPoints Studio with stamp-card and tier mechanics; issue a community wallet; and let residents earn locally and redeem into airtime, data and vouchers.

This is where the agnostic adapter earns its keep: members will transact through USSD, SMS, web and app against the same ledger. Eersterust proves the merchant side end-to-end at suburb scale before we scale nationally.

• Brightlab commits: boots-on-ground onboarding, merchant trust building, community liaison, Studio kits.
• 4Play commits: FreeByte engine, USSD / SMS channel, VAS rails for redemptions.
• Success metric: active members, monthly redemptions, and merchant retention at day 90.

To turn this into a signed JV, we'd like the next working session to cover:

1. A capability map of FreeByte today — issuers live, VAS partners live, channels supported, throughput, settlement.
2. Confirmation of which build-scope rows above 4Play wants to lead vs co-own.
3. The IP treatment of the FreeByte engine — licence into NewCo vs assignment.
4. Initial cash-in commitment from each side and runway target.
5. Sign-off on OM Rewards and Eersterust as the two POCs we mobilise first.

1. Sign a mutual NDA this week.
2. Exchange capability docs (FreeByte ↔ TruPoints) and walk the scope table row by row.
3. Lock Heads of Terms within four weeks.
4. Stand up a shared sandbox and mobilise both POCs within 30 days.