Welcome to Xente

This Service Agreement ("Agreement") is entered into by and between Xente Tech Limited (“Xente”), a company registered in the Republic of Uganda and holds a Payment System Operator and Issuer of Payment Instrument from Bank of Uganda under the National Payments Systems Act of Uganda, 2020, and the entity or sole proprietor on whose behalf a Xente account is created (“you” and “your”) to receive certain software, payment, card, or other business services by Xente and its Affiliates. This Agreement states the terms and conditions that apply to your use of the Services.

This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Xente terminates it (this period, the “Term”).

Eligibility

The Xente software and services are intended for use by businesses (including sole proprietors) and non-profit organizations registered in Uganda. Xente and its affiliates may provide services to users located in other countries or regions under separate agreements. The user or representative must not sign up for Xente on behalf or for the benefit of a user whose Xente service was suspended or terminated by Xente, unless Xente approves.

Business representative

You and your representative individually affirm to Xente that (a) the representative is authorized to provide user information and bind you to this Agreement, and (b) the representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Xente may require you or your representative to provide additional information or documentation demonstrating your representative’s authority.

Sole proprietor

If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of amounts you owe under this Agreement.

Service

Xente (and its affiliates, as applicable) will provide the Client with the following services:

a) Software service: Access to a software platform that automates payments and finance.

b) Payment services: A variety of payment options such as payments with virtual and physical Visa cards, mobile money transfers, bank transfers, airtime and data top-ups, and bill payments.

c) Card services: Provision of virtual and physical Visa cards for the clients

The platform will be provided as a service on a subscription basis and will be accessible on desktop and mobile devices via the internet.

Service Modifications and Updates

Xente may modify the service at any time, including adding or removing functionality or imposing conditions for use of the service. Xente will notify the Client of any material adverse changes, such as deprecations or removal of functionality.

Subcontracting.

Xente may subcontract its obligations under this Agreement to third parties.

Service Restrictions

Client agrees not to:

a) Work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Xente systems, programs, data, or services;

b) Reverse engineer or attempt to reverse engineer the Services or Xente Technology, except as Law permits;

c) Use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;

d) Perform or attempt to perform any action that interferes with the normal operation of the Services or affects other users’ use of Xente services; or

e) Copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the Xente Website except as permitted by Law.

Violation of this clause may result in the termination of this Agreement and the Client's access to the Services.

User information

Upon request, the Client must provide Xente with any and all information in a form satisfactory to Xente. The client must ensure that the user information provided is accurate, complete, and kept current on the software platform. If there are any changes affecting the nature of the business, representatives, beneficial owners, principals or other pertinent information, the client must notify Xente and provide updated user information. If the client fails to provide accurate or complete information, Xente may, at its discretion, terminate this Agreement and the Client's access to the Services.

Terms and Termination

This Agreement shall remain in effect for an initial term of 12 months. After the initial term, this Agreement shall automatically renew for additional 12-month terms unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term. Either party may terminate this Agreement at any time with one month's notice. However, Xente may terminate this Agreement immediately if it is necessary to meet any compliance requirements.

Suspension

Xente reserves the right to suspend the client's use of the software and services at any time if:

a) Xente believes that the client's use of the software and services will violate any law, financial service terms, or government authority;

b) A Governmental Authority or a Financial Partner requires or directs Xente to do so;

c) The client does not respond in a timely manner to Xente's request for User Information or does not provide Xente adequate time to verify and process updated User Information;

d) The client breaches this Agreement or any other agreement between the parties;

e) The client breaches any Financial Services Terms;

f) The client enters an Insolvency Proceeding;

g) Xente believes that the client is engaged in a business, trading practice, or other activity that presents an unacceptable risk to Xente; or

h) Xente believes that the client's use of the Services (i) is or may be harmful to Xente or any third party; (ii) presents an unacceptable level of credit risk; (iii) increases, or may increase, the rate of fraud that Xente observes; (iv) degrades, or may degrade, the security, stability, or reliability of the Xente services, Xente Technology, or any third party's system (e.g., the client's involvement in a distributed denial of service attack); (v) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.

Payment and Fees

The fees for the Services are stated on Xente's pricing page, which is incorporated into this Agreement by reference. Xente may revise the fees for the Services at any time and will provide the Client with 30 days' notice of any such revision.

Collection of Fees and other Amounts

The Client must pay, or ensure that Xente is able to collect software subscription fees, transaction fees and any other amounts the Client owes under this Agreement when they are due. Xente may invoice these amounts or deduct them from the Client's Xente balance.

Failure to pay fees when due may result in the termination of this Agreement and the Client's access to the Services.

Service and Support

Service and Support

Xente will provide the Client with the following support:

a) Phone, email, and other channels to help the client resolve general issues

b) A Service Level Agreement (SLA) that guarantees a response time of 8 business hours for critical issues and 24 business hours for non-critical issues.

c) Regular software updates to ensure the platform remains secure and up-to-date

d) Regular maintenance windows for the platform to ensure optimal performance

e) Access to documentation, knowledge base and other resources to assist the client in resolving issues

The client will be responsible for ensuring that the contact information provided to Xente is accurate and updated. Xente reserves the right to suspend or terminate support if the client fails to provide accurate contact information or if the client violates this Agreement.

Third-party Services

Xente may reference, enable the client to access or promote third-party services from time to time. These services are provided for the client's convenience and are not approved, endorsed, or recommended by Xente. The client's access to and use of these third-party services is at the client's own risk, and Xente disclaims any responsibility or liability for these services. These services are not governed by this Agreement but by the third-party's terms of use or privacy policies. The client should review and understand these policies before accessing or using any third-party services. Xente is not responsible for any loss or damage of any sort the client may incur from dealing with any third-party.

Information Retrieval

The Client authorizes Xente to retrieve information about the Client and their business from Xente's service providers and other third parties, including but not limited to our payment partners, bank partners, business registration bureaus, credit reports, AML and fraud whitelists and blacklists. The Client authorizes and directs those third parties to compile and provide that information to Xente. This information may be used by Xente to verify the Client's identity, assess the creditworthiness of the Client, and comply with legal and regulatory requirements. The Client agrees to keep this information current and accurate and to promptly notify Xente of any changes.

Use Rights

Subject to the terms of this Agreement, Xente grants the Client a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use Xente software, as long as the Client's access and use is (a) solely as necessary to use the Services; (b) solely for the Client's business purposes; and (c) in compliance with this Agreement and the Documentation.

Warranties and Representations

Xente represents and warrants that the Services will be performed in a professional and timely manner consistent with industry standards. Xente will comply with all applicable laws and regulations in connection with the performance of the Services. Xente does not warrant that the Services will be uninterrupted or error-free, but will use commercially reasonable efforts to minimize interruptions and errors.

Limitation of Liability

In no event shall Xente be liable for any special, incidental, or consequential damages, including, but not limited to, loss of use, loss of profits, or loss of data, whether in an action in contract or tort, arising out of or in connection with this Agreement or the use or inability to use the Services. Xente's total liability to the Client under this Agreement shall not exceed the total fees paid by the Client to Xente under this Agreement.

Joint Development

In the event of any joint development of products or services, such development will be subject to a separate agreement between the parties and any rights in such jointly developed products or services will be as agreed upon in such separate agreement.

Marks Usage

Subject to the terms of this Agreement, each party grants to the other party and its Affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, limited license to use the other party's trademarks, trade names, service marks, logos, domain names, and other distinctive brand features ("Marks") solely in connection with the promotion, marketing and advertising of the other party's services or products, or as otherwise expressly permitted in writing by the other party. Each party shall comply with the other party's guidelines and instructions regarding the use of such Marks. Each party shall immediately cease use of the other party's Marks upon the request of the other party or upon termination or expiration of this Agreement.

Privacy policy

The client acknowledges and agrees to Xente's Privacy Policy, which sets out how Xente collects, uses, and protects personal and other information. The Privacy Policy is incorporated into this Agreement by reference and can be found at https://www.xente.co/privacy

Personal data

The client acknowledges that Xente processes personal data in accordance with the Privacy Policy and the client must comply with all applicable data protection laws. The client represents and warrants that it has obtained all necessary consents and rights to provide personal data to Xente and to authorize Xente to process such personal data in accordance with this Agreement and the Privacy Policy.

Xente data

The client acknowledges that Xente owns all right, title, and interest in and to the Xente data, including but not limited to all intellectual property rights in the Xente data. The client shall not use Xente data for any purpose not expressly permitted by this Agreement. The client shall not disclose or distribute Xente data to any third party without Xente's prior written consent.

Data Controls

Each party (the "Party") will maintain commercially reasonable administrative, technical, and physical controls designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. Each Party shall take reasonable steps to prevent the unauthorized access, use, alteration, or destruction of the other Party's Confidential Information. Each Party shall notify the other Party promptly if it becomes aware of any unauthorized access, use, alteration, or destruction of the other Party's Confidential Information, and shall cooperate with the other Party in every reasonable way to help regain unauthorized access to the Confidential Information and prevent any further unauthorized access.

Xente Account Credentials

You must prevent any Credential Compromise, including but not limited to, ensuring that your passwords are secure and not shared with unauthorized parties, and otherwise ensuring that your Xente account is not used or modified by anyone other than you and your authorized representatives.

Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Uganda without giving effect to any principles of conflicts of law. Any dispute arising out of or relating to this Agreement or the Services shall be resolved by the courts of the Republic of Uganda.

This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements

Agreement to Arbitrate

Any disputes or disagreements arising out of or relating to this contract shall be resolved by binding arbitration in accordance with the laws of Uganda. The arbitration shall be conducted in Kampala, Uganda and shall be conducted in the English language. The arbitrator's decision shall be final and binding upon the parties. The parties agree to bear their own costs and expenses of the arbitration, and the fees of the arbitrator shall be borne equally by the parties.

Indemnification

Each party shall indemnify and hold the other party and its Affiliates, and their respective directors, officers, employees and agents, harmless from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings, and expenses (including reasonable attorneys’ fees) ("Claims") arising out of or in any way connected with (i) a breach of this Agreement by the indemnifying party or its Affiliates, (ii) the indemnifying party’s or its Affiliates’ negligence or wilful misconduct, (iii) the indemnifying party’s or its Affiliates’ infringement of any intellectual property or other proprietary rights of a third party, or (iv) any other act or omission of the indemnifying party or its Affiliates. The indemnified party shall: (a) give the indemnifying party prompt written notice of any Claim; (b) give the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) give the indemnifying party, at the indemnifying party’s expense, all reasonable assistance, information, and authority to control and settle the Claim.

Disclaimer

The Xente software is provided "as is" and "as available". The Xente parties, which include Xente and its affiliates and employees, will not be held responsible for any losses, damages, or costs that may be suffered as a result of hacking, tampering, or other unauthorized access to the software, account, or protected data. They are also not liable for any losses, damages, or costs that may be suffered as a result of using the software in a way that is not in accordance with this agreement, unauthorized access to servers or infrastructure, service interruptions or stoppages, bugs, viruses, or other harmful code that may be transmitted through the service, errors, inaccuracies, omissions or losses in or to any protected data or Xente data, or the defamatory, offensive, or illegal conduct of others. Additionally, Xente will not be held responsible if the client fails to use or implement anti-fraud or data security measures

Definitions

"Xente Tech Limited" or "Company": the name of the company providing the services described in the contract

"Services": the specific services that Xente is providing to the client

"Client": the party entering into the agreement with Xente

"Card Services" refers to the various card-based payment processing services offered by Xente, including but not limited to card processing, card issuing and card acquiring

"Payment Services" refers to the various payment processing services offered by Xente, including but not limited to mobile money, bank transfers, airtime & data, bill payments and other electronic value processing.

"User Information": any information provided by the client or their users in relation to the services

"Financial Services Terms": any terms and conditions related to the financial services provided by Xente or any of its partners

"Insolvency Proceeding": any proceeding related to bankruptcy or insolvency of the client

"Xente Technology": any technology or software used by Xente in providing the services

"Protected Data": any data or information that is protected by law or regulation and is provided by or on behalf of the client or their users in connection with the services

"Xente Data": any data or information that is owned by Xente and is provided in connection with the services

"Content": any content or materials provided by the client or their users in connection with the services

"Credential Compromise": unauthorized access or use of the client's account credentials

"Audit": any review or examination of the client's systems or apps by Xente

"Anti-fraud measures": any measures taken by the client to prevent fraud or unauthorized access to their account or the services