Stahili Services Agreement

DATED THE _______ DAY OF _____________ 20__

SERVICES AGREEMENT

-between-
STAHILI COMMERCE LIMITED
(the "Company")

-and-
XXXXXXX XXXXXXXXX
(the "Client")

CONTENTS

1. Interpretation | 2. Services | 3. Company obligations | 4. Client obligations | 5. Fees Expenses and Default | 6. Proprietary rights | 7. Confidentiality | 8. Data Protection | 9. Indemnity | 10. Limitation of liability | 11. Commencement and term | 12. Termination | 13. Consequences of termination | 14. Warranties and representation | 15. Force majeure | 16. Dispute resolution | 17. Entire Agreement | 18. General Provisions

Schedule 1: Statement of Services | Schedule 2: Client onboarding form

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THIS SERVICES AGREEMENT is made the _______ day of Two Thousand and ___________

BETWEEN

I. STAHILI COMMERCE LIMITED (Company Registration Number PVT-GYU5RPEY) a limited liability company incorporated in the Republic of Kenya and having its registered office 5th Floor, Office Suite 605, Mitsumi Business Park, Muthithi Road Westlands and of Post Office Box Number 648-00606, Nairobi in the Republic of Kenya (hereinafter referred to as the Company) of one part;

AND

II. XXXXX XXXXXXX (Company Registration Number ___________) a limited liability company incorporated in the Republic of Kenya and having its registered office at ___________ and of Post Office Box Number ___________ in the Republic of Kenya (hereinafter referred to as the Client) of the other part.

RECITALS:

A. WHEREAS the Company is a provider of marketing research, survey services and cashback coupon services and has the capability of providing such Services (hereinafter defined) through the Stahili App (hereinafter defined), other proprietary digital platforms, websites, software interfaces or any other electronic medium; and

B. WHEREAS the Client desires to retain the Company to provide the said Services and the Company is willing to provide such Services through the Stahili App or any other medium as will be determined by the Company subject to the terms and conditions set out herein in this Agreement (hereinafter defined).

In consideration of the mutual promises and covenants contained set forth and for other good and valuable consideration, the Company and Client (hereinafter, collectively, the Parties, or each, individually, a Party) agree as follows:

1. DEFINITIONS AND INTERPRETATIONS

1.1 App shall mean the Stahili Mobile Application;

1.2 Applicable Law shall mean this Agreement shall be construed in accordance with the Laws of the Republic of Kenya;

1.3 Agreement shall mean this Services Agreement and any addendums, Commissioning Letter appendices and annexures thereto;

1.4 Confidential Information shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Such that, if Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information;

1.5 Client Marks shall mean Client's logos, trademarks, and other distinctive marks and its reference in clause 6.2;

1.6 Services means the services itemized in clause 2 together with Services itemized in the Schedule 1;

1.7 Statement of Services means the statement of services annexed as schedule 1;

1.8 Effective Date shall mean the date of this Agreement;

1.9 Intellectual Property shall mean patents, trademarks, service marks, registered designs copyrights (including copyright in computer programs) and rights of a similar or corresponding character (whether or not the same are registered or capable of registration) and all applications for, or for the protection of, any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world;

1.10 Term means the Term and any renewal terms under clause 11.1 and 11.2, subject to early termination in accordance with the provisions of this Agreement;

1.11 Members shall mean the users of the App;

1.12 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement;

1.13 The expression "person" shall include any legal or natural person, partnership, trust, company, joint venture, agency, non-governmental organization, state corporation, government or local authority department or other body (whether incorporated or unincorporated);

1.14 The word "tax" shall be construed so as to include any tax (including value added tax) levy, impost, assessment, duty or other charge of similar nature (including, without limitation, value added tax, stamp duty and any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) and "taxation" shall be construed accordingly;

1.15 Costs, charges, expenses or remuneration shall be deemed to include, in addition, references to any value added tax or similar tax chargeable in respect thereof;

1.16 Any Statute or any provision of any Statute shall be deemed to refer to any statutory modification or re-enactment thereof;

1.17 Indemnifying any person against any circumstance includes indemnifying and keeping harmless from all actions, claims and proceedings from time to time made against that person;

1.18 Headings to Sections are for convenience only and shall not affect the construction or interpretation of this Agreement;

1.19 In this Agreement, any reference to any document means that document as supplemented, amended or varied from time to time;

1.20 Any covenant by a Party not to do any act or thing shall be deemed to include an obligation not to permit or suffer such act or thing to be done by another person in so far as it is within his power or control; and

1.21 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. SERVICES

2.1 The Company shall provide the Client with the Services, which have been mutually agreed upon by the Parties and for the consideration as provided in the Statement of Services and the Commissioning Letter annexed hereto in schedule 1;

2.2 Any additional Services shall only be binding on the Company if expressly agreed to in writing by both Parties;

2.3 The Company shall retain full discretion and control over the methodology, manner, criteria and means of performing the Services;

2.4 The Company's obligation to provide the Services under this Agreement shall be conditional upon the full execution of this Agreement by both Parties and the Client's signing and return of the Commissioning Letter (as annexed in Schedule 1), confirming acceptance of the scope, terms and commencement of Services and upon the payment of agreed advance payments or deposits as documented in the Commissioning Letter;

2.5 Subject to clause 2.4 the Commissioning Letter, once signed by the Client (whether as part of this Agreement or separately) shall be legally binding and enforceable as an integral part of this Agreement;

2.6 No Services shall commence, and the Company shall have no obligation to perform, until the conditions under clause 2.4 been satisfied in full. For the avoidance of doubt, any partial performance or early initiation of Services prior to fulfillment of 2.4 shall not constitute a waiver of this condition, nor shall it imply any obligation on the Company to continue such Services without formal execution; and

2.7 At all relevant times, the Company shall provide the Services to the Client as an independent contractor. To clarify and without limitation, the Company is and shall remain an independent contractor, and under no circumstances shall the Company be deemed an agent, employee, or representative of the Client or any of its subsidiaries or affiliates for any purpose.

3. COMPANY OBLIGATIONS

3.1 In providing the Service the Company shall be obligated as hereunder:

3.1.1 Research Survey

• i) Provide the App infrastructure to host Client designed surveys together with customized research surveys to assist in provision of the Service through the App, with configurable parameters as agreed by the Parties;
• ii) Collaborate with the Client to validate survey design and ensure alignment with the App's capabilities and fraud prevention protocols;
• iii) Facilitate seamless reward disbursement for validated survey completions, either directly through the App or integrating through the Client; and
• iv) Provide timely reports and updates to the Client as itemized in 3.2.2.

3.1.2 Cashback Coupons

• i) Provide the App infrastructure to host and distribute non-transferable, digital coupons with customizable parameters as mutually agreed to by the Parties;
• ii) Implement and enforce all technical measures during which a Member is allowed to redeem a legitimately earned cashback coupon (the Redemption Window) on the App; and
• iii) Provide timely reports and updates to the Client as itemized in 3.2.2.

3.1.3 Satisfaction Survey

• i) Provide the App infrastructure to host design, customize and deploy post-purchase and/or service satisfaction surveys, including configurable parameters;
• ii) Ensure all surveys incorporate unique, single-use access methods such as QR codes, receipt IDs to prevent fraudulent participation or data manipulation;
• iii) Ensure all legitimately earned rewards are processed and disbursed where handled directly by the Company or facilitated through the Client; and
• iv) Provide timely reports and updates to the Client as itemized in 3.2.2.

3.1.4 ROI Tracker (Attribution Measure)

• i) Provide the App infrastructure to host design, customize and exclusive access to a real-time, centralized dashboard for tracking integrated metrics for the Service; and
• ii) Facilitate seamless disbursement of rewards for validated survey completions, either directly through the App or via integration with the Client's systems;
• iii) Provide timely reports and updates to the Client as itemized in 3.2.2.

3.2 In accordance with the terms and conditions of this Agreement, the Company shall also:

3.2.1 The Company shall be responsible for developing, operating and maintaining the App and all its features necessary in undertaking the Service;

3.2.2 Provide timely updates on the Services to include:

• i) A detailed analysis of the demographics noted in the App;
• ii) Specific data demographics as noted in the App (but only to the extent permissible by law);
• iii) An evaluation of Services provided to the Client, including key findings, trends, and recommendations for future similar or related initiatives; and
• iv) Any additional insights or analytics mutually agreed upon by the Parties.

3.2.3 The updates in 3.2.2 above shall be delivered within Seven (7) days following the end of the Term or as will be agreed to by Parties;

3.3 The Company may at any time or times without notice to Client change the name of the App and its Terms of Use; and

3.4 This Contract is non-exclusive and does not prevent or restrict the Company from entering into similar or different contracts with third parties.

4. CLIENT'S OBLIGATIONS

4.1 In receiving the Services, the Client shall from the Effective Date or within seven (7) days of the Company's written request, supply to the Company all information, materials and data reasonably required for the proper performance of the Services as itemized in the Commissioning Letter;

4.2 Research Survey obligations:

• 4.2.1 Together with the Company design customized survey questions and target demographics;
• 4.2.2 Where applicable, the Client shall promote the surveys through its existing loyalty program or via SMS notifications, ensuring full compliance with all applicable data protection legislation;
• 4.2.3 Warrants that all Member data collected, processed, or shared in connection with this Service shall comply with prevailing data protection laws; and
• 4.2.4 Guarantee that all legitimately earned rewards shall be made available for disbursement to Members.

4.3 Cashback Coupon obligations:

• 4.3.1 Provide clear terms of service governing product eligibility, retailer restrictions, and coupon value;
• 4.3.2 Implement and maintain a robust authentication mechanism for validating proof of purchase;
• 4.3.3 Where applicable, promote the service through its existing loyalty program ensuring full compliance with data protection legislation;
• 4.3.4 Warrant that all Member data shall comply with prevailing data protection laws;
• 4.3.5 Guarantee that all legitimately earned cashback coupons shall be made available for disbursement and redemption. The Client shall maintain sufficient cleared funds in the designated account to cover all potential redemption liabilities. If the Company caters for any coupon redemption costs due to the Client's failure to fund the designated account, the Client shall reimburse the Company within fourteen (14) days including a ten percent (10%) per annum interest rate;
• 4.3.6 The Client shall enforce a defined redemption period (the Redemption Window). Where the Client cancels the cashback coupon, all rights to such coupon shall irrevocably terminate without any continuing obligation or liability to the Company; and
• 4.3.7 Where a cashback coupon is not redeemed within the stipulated Redemption Window, all rights shall irrevocably terminate without any continuing obligation or liability to the Company.

4.4 Satisfaction Survey obligations:

• 4.4.1 Design and deploy post-purchase and/or service satisfaction surveys;
• 4.4.2 Establish and maintain clear terms governing survey eligibility;
• 4.4.3 Implement and maintain a robust validation mechanism for survey responses;
• 4.4.4 Trigger survey distribution based on organizational needs, with deployment exclusively managed through the App;
• 4.4.5 Warrant that all Member data shall comply with prevailing data protection laws; and
• 4.4.6 Guarantee that all legitimately earned rewards shall be made available for disbursement.

4.5 ROI Tracker (Attribution Measure) obligations:

• 4.5.1 Utilize the Company's unified results dashboard to track and analyze integrated metrics;
• 4.5.2 Distribute attribution tracking mechanisms through QR codes, clickable links embedded in advertisements;
• 4.5.3 Ensure all attribution data collection occurs through the App exclusively and complies with data protection regulations; and
• 4.5.4 Warrant that all marketing materials containing QR codes and clickable links shall be properly configured to integrate with the App.

4.6 The information, materials and data provided by the Client shall be complete, accurate, and in the format specified by the Company, provided in sufficient time to enable the Company to meet its delivery obligations, and subject to the same confidentiality obligations as set forth in this Agreement.

4.7 In the event of any delays in the Client's provision of the information, the Company may adjust any dates for performance or delivery as reasonably necessary;

4.8 The Company shall not be liable for any delays or deficiencies resulting from the Client's failure to provide information in accordance with this Clause;

4.9 The Client acknowledges it has no authority to legally bind the Company;

4.10 The Client shall comply with all applicable laws and regulations with respect to its activities under this Agreement; and

4.11 The Client shall not disclose, transfer, or commercialize any information provided by the Company outside its organization without prior written consent.

5. FEES, EXPENSES AND DEFAULT

5.1 Fees and Expenses

• 5.1.1 The Client will pay the Company a fee determined in accordance with the fee schedule set out in Schedule 1. Unless otherwise provided, the said fee will be payable within Fourteen (14) days of receipt by Client of an invoice from Company; and
• 5.1.2 The Client shall also reimburse the Company for all reasonable expenses incurred in providing the Service where such expenses have been pre-approved in writing.

5.2 Non-Payment and Default

• 5.2.1 If the Client fails to pay any sum due under this Agreement by the due date, the Company shall issue a written notice (the Default Notice) demanding payment within Seven (7) days. If the Client fails to pay, the overdue amount shall accrue interest at a rate of ten (10%) percent per annum;
• 5.2.2 The Company shall also have the liberty to suspend further performance of the Services until all outstanding amounts are paid in full; and
• 5.2.3 All amounts due under this Agreement are exclusive of VAT, Excise Duty and any other tax and shall be added and paid by the Client.

6. PROPRIETARY RIGHTS

6.1 The Client expressly acknowledges and agrees that all Proprietary Rights in the App and all products and services provided by the Company are and shall remain the exclusive property of the Company and its licensors:

• 6.1.1 All Members on the App including those attributed to Client integrated campaigns are the exclusive property of the Company;
• 6.1.2 Data confirming Member acquisition or activity tied to Client Services may be shared for performance reporting but Member identities remain the Company's confidential property;
• 6.1.3 The Client shall receive a limited, non-exclusive license to access aggregated, anonymized reports subject to confidentiality obligations; and
• 6.1.4 The Client may not replicate, export, or independently store raw Member data without the Company's prior written consent.

6.2 The Client hereby grants the Company a non-exclusive, royalty-free, perpetual, and irrevocable licence to use the Client's logos, trademarks, and other distinctive marks ("Client Marks") on the App, in promotional materials and in any other media.

7. CONFIDENTIALITY

7.1 Each Party undertakes that it shall not at any time during this Agreement, and for a period of two (2) years after termination, disclose to any person any confidential information concerning the business, assets, affairs, clients or suppliers of the other Party, except as permitted by clause 7.

7.2 Each Party may disclose the other Party's Confidential Information:

• 7.2.1 To its employees, officers, representatives or advisers who need to know such information; and
• 7.2.2 As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party;

7.4 Neither Party may use the other Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Agreement; and

7.5 This clause shall survive termination of this Agreement, however arising.

8. DATA PROTECTION

8.1 Each Party shall, at its own expense, ensure full compliance with all applicable data protection and privacy laws in force in Kenya, including the Data Protection Act (No. 24 of 2019), the Data Protection (General) Regulations 2021, and all guidelines issued by the Office of the Data Protection Commissioner; and

8.2 This clause operates in addition to and does not in any way limit, replace, or derogate from either Party's obligations under such laws.

9. INDEMNITY

9.1 Each Party shall indemnify the other Party against all liabilities, costs, expenses, damages and losses suffered or incurred by the other out of breach of the terms of this Agreement; and

9.2 The Client acknowledges and agrees that any decisions, actions, or omissions made by the Client relying on data, reports, or other materials provided by the Company shall be made solely at the Client's own risk. The Client shall indemnify, defend, and hold harmless the Company from and against all liabilities arising out of or in connection with such decisions, except to the extent such losses result directly from the Company's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

10.1 This clause sets out the entire financial liability of the Company to the Client:

• 10.1.1 Arising under or in connection with this Agreement; and
• 10.1.2 In respect of any representation, misrepresentation, statement or tortious act or omission arising under or in connection with this Agreement.

10.2 Except as expressly provided in this Agreement, all warranties, representations, conditions and all other terms implied by statute or common law are excluded to the fullest extent permitted by applicable law.

10.3 Subject to clause 10.1:

• 10.3.1 The Company shall not be liable for any loss of profits, loss of business, depletion of goodwill, loss or corruption of data, or for any special, indirect or consequential loss however arising; and
• 10.3.2 The Company's total aggregate liability shall be limited to Kenya Shillings One Hundred Thousand (Kshs. 100,000/=).

11. COMMENCEMENT AND TERM

11.1 This Agreement commences on the Effective Date and shall subsist for a period of Three (3) years (the Term) with an initial lock-in period of six (6) months (the Lock-in Period). This Term shall be subject to an automatic renewal for a similar period unless terminated according to the terms contained herein; and

11.2 Either Party may terminate this Agreement provided that such termination shall only take effect at the end of the Lock-in Period upon giving a Sixty (60) days prior written notice (the Termination Notice) to the other Party.

12. TERMINATION

12.1 The Company may also terminate this Agreement on written notice at any time if it discontinues or withdraws, in whole or in part, its market survey and research Services;

12.2 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving a thirty (30) days' written notice to the other Party if:

• 12.2.1 The Client is placed under receivership or the Client's Directors are declared bankrupt;
• 12.2.2 Either Party becomes insolvent or applies to a Court to be adjudged a voluntary liquidation;
• 12.2.3 Where either Party ceases to carry on business in Kenya for any reason;
• 12.2.4 Material breach of any terms on this Agreement which breach is irremediable or fails to remedy that breach within Twenty-One (21) days after being notified in writing; and
• 12.2.5 Where either Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.

13. CONSEQUENCES OF TERMINATION

13.1 On termination of this Agreement for any reason:

• 13.1.1 All licences and benefits granted under this Agreement to the Client shall immediately terminate;
• 13.1.2 Each Party shall return and make no further use of any equipment, property, materials and other items belonging to the other Party;
• 13.1.3 The accrued rights of the parties as at termination shall not be affected or prejudiced; and
• 13.1.4 The termination of this Agreement will not affect the payment obligations of the Client.

13.2 On issuance of the Termination Notice, the Client may additionally request immediate cessation of the Services provided that the Client has paid all sums payable under this Agreement in full.

14. WARRANTIES AND REPRESENTATIONS

The Client hereby warrants to the Company that:

• 14.1 It has full legal right, power, and authority to enter into and perform its obligations under this Agreement;
• 14.2 Any person signing this Agreement on behalf of the Client is duly authorized to bind the Client;
• 14.3 It shall comply with all applicable laws, regulations, and industry standards;
• 14.4 All information, materials, and data supplied to the Company are accurate, complete and not misleading;
• 14.5 The Client's execution of this Agreement does not violate any other agreement;
• 14.6 It owns or has valid licenses to all Client Marks provided to the Company;
• 14.7 It will not disrupt, reverse-engineer or interfere with the App's functionality;
• 14.8 If providing personal data, it has obtained all necessary consents and complies with the Data Protection Act (No. 24 of 2019);
• 14.9 It acknowledges that the Company shall retain full discretion and control over the methodology of performing the Services;
• 14.10 Any failure to provide information shall relieve the Company of liability for resulting delays;
• 14.11 It has no authority to legally bind the Company; and
• 14.12 The Client shall not make any representations concerning the Company's services unless pre-approved in writing.

15. FORCE MAJEURE

15.1 Neither Party shall be liable in respect of any delay in performing, failure to perform, or failure to adequately perform any of their obligations hereunder in consequence of any act, cause or event which:

15.2 Was not caused or precipitated by their negligence; and

15.3 Could not have occurred through reasonable diligence, including without limitation:

• 15.3.1 Any act of God;
• 15.3.2 Any sabotage, riots or other act of civil disobedience;
• 15.3.3 Any judicial actions, strikes, lockouts, industrial disputes;
• 15.3.4 Any actions or inactions of any Government;
• 15.3.5 Any act of terror;
• 15.3.6 Epidemic or pandemic;
• 15.3.7 Any storms, floods, earthquakes or other natural disasters; and
• 15.3.8 Fire, accident, explosion or shortage of labour.

(Hereinafter called a "Force Majeure Event") for so long as and to the extent that the effects of the Force Majeure Event continue.

15.4 In the event of either Party being so delayed or prevented, such Party shall:

• 15.4.1 Give notice in writing of such delay to the other Party as soon as reasonably possible;
• 15.4.2 Use all reasonable endeavours to mitigate the effects; and
• 15.4.3 Resume performance of its obligations as soon as reasonably possible.

15.5 In the event that such delay continues for more than one (1) month, the Party whose performance is not delayed may terminate this Agreement by giving seven (7) days' notice in writing.

16. DISPUTE RESOLUTION

In the event of any dispute that may arise, the parties shall try to resolve the matter amicably and if such efforts fail, the dispute shall be resolved through binding mediation as per best practice mediation rules applicable in Kenya. If the dispute cannot be resolved through binding mediation, then the Parties shall be at liberty to submit the dispute for resolution before a court of competent jurisdiction. Each Party shall separately be responsible for the costs incurred under this clause.

17. ENTIRE AGREEMENT

17.1 This Agreement constitutes the entire Agreement between the parties;

17.2 Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty that is not set out in this agreement;

17.3 Each Party agrees that the only rights and remedies available to it shall be for breach of Agreement as provided in this agreement; and

17.4 Nothing in this clause shall limit or exclude any liability for fraudulent misrepresentation.

18. GENERAL PROVISIONS

18.1 Authority to Sign, Approvals and Consent
Except where this Agreement expressly states otherwise, a Party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this Agreement.

18.2 Assignment and Other Dealings

• 18.2.1 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate or deal in any other manner with any or all of its rights or obligations without the prior written consent of the Company; and
• 18.2.2 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate or deal in any other manner with any or all of its rights and obligations.

18.3 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

18.4 No Partnership or Agency
Nothing in this Agreement is intended to establish any partnership or joint venture or create any fiduciary relationship between the parties.

18.5 Notices
Any notice required shall be valid and effective only if effected in writing, and sent to the other Party by email, hand delivery, or registered post:

If to Stahili Commerce Limited:
5th Floor, Office Suite 605, Mitsumi Business Park, Muthithi Road Westlands
P.O Box 648-00606, Nairobi
Email: tim@stahili.com
Attention: Mr. Tim Steel

18.6 Rights and Remedies
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18.7 Severance

• 18.7.1 If any provision is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary. Any modification shall not affect the validity and enforceability of the rest of this agreement; and
• 18.7.2 If one Party gives notice of the possibility that any provision is invalid, the parties shall negotiate in good faith to amend such provision.

18.8 Third Party Rights
Unless it expressly states otherwise, this Agreement does not give rise to any rights to any person or entity not a Party to this Agreement.

18.9 Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties.

18.10 Waiver

• 18.10.1 A waiver of any right or remedy is only effective if given in writing;
• 18.10.2 A delay or failure to exercise any right or remedy does not waive that or any other right or remedy.

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SIGNED at ___________ on ___________ 2026

For and on behalf of STAHILI COMMERCE LIMITED

____________________        ____________________
Signature                           Signature
____________________        ____________________
Director                             Director

For and on behalf of THE CLIENT

____________________        ____________________
Signature                           Signature
____________________        ____________________
Director                             Director

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SCHEDULE 1: STATEMENT OF SERVICES

1. Overview of the Services
Stahili Commerce Limited ("the Company") shall provide the following services through the App.

2. Statement of Works and Cost

3. Commissioning Letters

Commissioning Letter — Research Survey

Rewards: Data bundle (xx mB) — Y | CashBack Coupon — N | mPesa — N | Prize Draw — N

Price: Per respondent — XX | Total ex VAT & billable costs — XXXXXX | Included in Subscription rate dated 1/5/2025

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Commissioning Letter — CashBack Coupon

Fee: Per coupon issued (Fixed or %) | Per coupon redeemed (Fixed or %) | Total ex VAT & billable costs | Included in Subscription rate dated 1/5/2025

Note: Deposit at 50% of face value of unexpired coupons to be made and maintained by the client. Fees to be deducted from deposit held at point of coupon redemption.

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Commissioning Letter — Satisfaction Survey

Geography: Outlets — List outlets

Rewards: Data bundle — N | CashBack Coupon — Y (see Commissioning document) | mPesa — N | Prize Draw — N

Price: Per respondent — XX | Total ex VAT & billable costs — XXXXXX | Included in Subscription rate dated 1/5/2025

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Commissioning Letter — ROI Tracker

Rewards: Data bundle — N | CashBack Coupon (unlimited) — Y (see Commissioning document) | CashBack Coupon (limited issuance numbers) | CashBack Coupon (limited redemption numbers) | mPesa — N | Prize Draw — N

Price: Per scan — XX | Total ex VAT & billable costs — XXXXXX | Included in Subscription rate dated 1/5/2025

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SCHEDULE 2: CLIENT ONBOARDING KYC FORM