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 and survey 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;

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

App shall mean the Stahili Mobile Application;

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

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

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;

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

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

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

Effective Date shall mean the date of this Agreement;

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;

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;

Members shall mean the users of the App;

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

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);

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 and the expression “competent taxing authority” means, in respect of any state or administrative division thereof, any governmental or local authority, monetary agency or central bank having power to collect or levy taxes;

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;

Any Statute or any provision of any Statute shall be deemed to refer to any statutory modification or re-enactment thereof and to any statutory instrument, order or regulation made thereunder or under any such re-enactment;

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 and all loss or damage and all payments costs and expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;

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

In this Agreement, any reference to any document means that document as supplemented, amended or varied from time to time between the parties thereto in accordance with the terms (if applicable) hereof and thereof;

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;

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

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;

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

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

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;

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;

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;

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

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

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;

iv) Provide timely reports and updates to the Client as itemized in 3.2.2.

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. For the avoidance of doubt, where redemption is through the Client, the Client shall implement technical measures to permanently disable redemption of expired coupons and maintain records sufficient to demonstrate compliance with this provision with no liability to the Company;

iii) Provide timely reports and updates to the Client as itemized in 3.2.2

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;

iv) Provide timely reports and updates to the Client as itemized in 3.2.2.

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;

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.

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

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

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;

iv) Any additional insights or analytics mutually agreed upon by the Parties as relevant to the Services or as a deliverable action in the Statement of Services and Commissioning Letter in Schedule 1.

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 and shall be formatted in a manner consistent with the Company’s standard reporting practices, unless otherwise agreed in writing;

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

This Contract is non-exclusive and does not prevent or restrict the Company from entering into similar or different contracts with third parties. The Company makes no representation that the terms of this Agreement are similar to or the same as the terms of any other contracts it has entered or may enter into with any third party.

4. CLIENT’S OBLIGATIONS

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

In providing the information, materials and data under the Research survey service, the Client shall: -

together with the Company design customized surveys questions and target demographics to assist in provision of the service through the App, with configurable parameters as may be verified by the Company from time to time to time;

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;

warrants that all Member data collected, processed, or shared in connection with this Service shall comply with prevailing data protection laws and regulations;

guarantee that all legitimately earned rewards shall be made available for disbursement to Members, whether processed directly by the Client or facilitated through the Company.

In providing the information, materials and data under the Cashback coupon service, the client shall:

provide clear terms of service governing product eligibility, retailer restrictions, and coupon value for all issued coupon;

implement and maintain a robust authentication mechanism for validating till receipts submitted for Cashback coupon redemption;

where applicable, the Client shall promote the service through its existing loyalty program or via SMS notifications, ensuring full compliance with all applicable data protection legislation;

warrant that all Member data collected, processed, or shared in connection with this Service shall comply with prevailing data protection laws and regulations;

guarantee that all legitimately earned cashback coupons shall be made available for disbursement and redemption by the Members noting that the Client shall maintain sufficient cleared funds in the designated account to cover all potential redemption liabilities at all times. If the Company caters for any coupon redemption costs due to the Client’s failure to funds in the designated account, the Client shall reimburse the Company within fourteen (14) days of written demand including a ten (10%) interest, accruing from the date of the Company’s payment until full repayment;

The Client shall enforce a defined redemption period (the Redemption Window) where the redemption of the cashback coupon is facilitated through the Client. The Client shall be obligated to clearly communicate to the Members the timelines for this. Where the Client cancels the cashback coupon, all rights to such coupon shall irrevocably terminate without any continuing obligation or liability whatsoever to the Company (the Client shall fully indemnify the Company from liability);

Where a cashback coupon is not redeemed within the stipulated Redemption Window, all rights to such coupon shall irrevocably terminate without any continuing obligation or liability whatsoever to the Company. For avoidance of doubt, the Client shall implement technical measures to permanently disable redemption of expired coupons and maintain records sufficient to demonstrate compliance with this provision.

In providing the information, materials and data under the satisfaction survey service, the Client shall: -

design and deploy post-purchase and/or service satisfaction surveys to assist in provision of the service through the App, with configurable parameters such as demographic, geographic, or product and/or service-specific criteria as may be determined by the Client from time to time;

establish and maintain clear terms governing survey eligibility, including target participant profiles (such as recent purchasers, service users), Survey scope and question design and validation thresholds for response credibility;

implement and maintain a robust validation mechanism for survey responses, including: R code or purchase receipt-based access with single-use authentication to prevent duplicate submissions and Image-based proof such as till receipts where required for answer authenticity;

trigger survey distribution based on organizational needs, with deployment exclusively managed through the App;

warrants that all Member data collected, processed, or shared in connection with this service shall comply with prevailing data protection laws and regulations;

guarantee that all legitimately earned rewards shall be made available for disbursement to Members, whether processed directly by the Client or facilitated through the Company

In providing the information, materials and data under the Attribution measure (ROI) tracker service, the Client shall: -

utilize the Company's unified results dashboard to track and analyze integrated metrics from Cashback redemptions, Research Surveys and Satisfaction Surveys, with such access being exclusive to the App;

distribute attribution tracking mechanisms through QR codes embedded in billboard, print and digital advertisements, Social media influencer campaigns and other marketing channels as mutually agreed in writing;

ensure all attribution data collection occurs through the App exclusively, incorporates customizable fields as pre-approved by the Company and complies with all applicable data protection regulations;

warrants that all marketing materials containing QR codes shall be properly configured to integrate with the App and no duplicate or fraudulent use of tracking codes shall be permitted.

The information, materials and data provided by the Client shall also be: -

i) Complete, accurate, and in the format specified by the Company;

ii) Provided in sufficient time to enable the Company to meet its delivery obligations under this Agreement;

iii) Subject to the same confidentiality obligations as set forth in this Agreement.

In the event of any delays in the Client’s provision of the information, materials and data as agreed by the parties, the Company may adjust any dates for performance or delivery provided to the Company as reasonably necessary;

The Company shall not be liable for any delays or deficiencies in delivering the Service resulting from the Client’s failure to provide information, materials and data in accordance with this Clause;

The Client acknowledges and agrees that it has no authority to legally bind the Company in relation to the Members, third parties or anyone else and that it has not been appointed and is not the agent of the Company for any purpose;

The Client agrees that it shall not make to anyone any representation or commitment about the Company, the App or any of the products or services available to be bought on the App;

The Client shall comply with all applicable laws and regulations, including laws relating to data protection, information security and online services, with respect to its activities under this Agreement and to its business;

In the event of any delays in the Client’s provision of the information, materials and data as agreed by the parties, the Company may adjust any dates for performance or delivery provided to the Affiliate as reasonably necessary;

The Client shall not disclose, transfer, or commercialize any information provided by the Company outside its organization without prior written consent by the Company. Any information provided to the Client may only be used internally for purposes of this Agreement and shared strictly with personnel bound by confidentiality obligations at least equivalent to those herein. Unauthorized use shall entitle the Company to all available remedies, including injunctive relief.

5 FEES, EXPENSES AND DEFAULT

Fees and Expenses

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;

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 by Client, within Fourteen (14) days of receipt by Client of an invoice from the Company.

Non – Payment and Default

If the Client fails to pay any sum due under this Agreement (including fees under Clause 5.1.1 or reimbursable expenses under Clause 5.1.2 by the due date, the Company shall issue a written notice (the Default Notice) to the Client, demanding payment within Seven (7) days of receipt of such notice. If the Client fails to pay the outstanding sum in full within the Seven (7) days specified in the Default Notice, the overdue amount shall accrue interest at a rate of ten (10%) percent per annum, calculated from (and including) the original due date until the date of actual payment;

Subject to clause 5.3.1 above, the Company shall also have the liberty to suspend further performance of the Services until all outstanding amounts (including accrued interest) are paid in full;

All amounts due under this Agreement are exclusive of VAT, Excise Duty and any other tax (if applicable) and shall be added and paid by the Client. The Client must promptly notify the Company of any changes to its contact or address details and complete all required tax or government forms related to this Agreement

6 PROPRIETARY RIGHTS

The Client expressly acknowledges and agrees that all Proprietary Rights (including but not limited to patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), and any other intellectual property 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. Except as explicitly granted under this Agreement, no rights, titles, or interests in or to such Proprietary Rights are transferred to the Client. All rights not expressly granted herein are reserved by the Company. For the avoidance of doubt: -

All Members on the App including those attributed to Client integrated campaigns are the exclusive property of the Company and the Company retains full ownership of all Member profiles, engagement data and behavioral insights generated through the App, regardless of attribution source;

Data confirming Member acquisition or activity tied to Client Services may be shared with the Client for performance reporting but the specific Member identities remain the Company’s confidential property unless explicit consent is obtained under applicable law;

Where pre agreed by the Parties, the Client shall receive a limited, non-exclusive license to access aggregated, anonymized reports and attribution metrics for internal analysis subject to confidentiality obligations herein;

The Client may not replicate, export, or independently store raw Member data and survey responses outside the App without the Company’s prior written consent.

Subject to the limitations set forth in this Agreement, 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 (collectively, "Client Marks") on the App, in promotional materials advertising the Company’s services, and in any other media. This licence extends to the Company’s engagement of third parties for such purposes. Where any Proprietary Rights in the Client Marks are deemed exclusive, the Client agrees that, upon execution of this Agreement, such rights shall be assigned to the Company.

7 CONFIDENTIALITY

Each Party undertakes that it shall not at any time during this Agreement, and for a period of two (2) years after termination of this Agreement, 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.

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

to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party ’s rights or carrying out its obligations under or in connection with this agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party 's Confidential Information comply with this clause 7;

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

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

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

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

8 DATA PROTECTION

Each Party shall, at its own expense, ensure full compliance with and shall assist the other Party in complying 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, as well as any amendments or successor legislation thereto, relating to the processing of personal data and information security;

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

Each Party shall indemnify the other Party against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other (reasonable professional costs and expenses) suffered or incurred by the other out of breach of the terms of this Agreement;

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 under this Agreement shall be made solely at the Client’s own risk. To the fullest extent permitted by law, the Client shall indemnify, defend, and hold harmless the Company from and against all liabilities, costs, expenses, damages, and losses (including but not limited to direct, indirect, or consequential losses, loss of profit, or loss of reputation) arising out of or in connection with such decisions, actions, or omissions, except to the extent such losses result directly from the Company’s gross negligence or willful misconduct. The Client further agrees that no claim shall be brought against the Company in respect of such reliance.

10 LIMITATION OF LIABILITY

This clause sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client:

arising under or in connection with this Agreement;

in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

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

Subject to clause 10.1: -

the Company shall not be liable whether in tort, breach of statutory duty, contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement;

the Company's total aggregate liability in Agreement (including in respect of the indemnity in clause 9), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to Kenya Shillings One Hundred Thousand (Kshs. 100,000/=)

11 COMMENCEMENT AND TERM

Commencement and Term

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 one (1) year (the Lock-in Period). This Term shall be subject to an automatic renewal for a similar period unless terminated according to the terms and conditions contained herein;

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

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. The Company will endeavor to give Client as much notice of the same as reasonably practicable, but any such termination will be without liability to Parties;

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:

If the Client is placed under receivership or the Client's Directors are declared bankrupt;

Either Party becomes insolvent or applies to a Court to be adjudged a voluntary liquidation or makes any arrangement with its creditors or if a bankruptcy receivership liquidation or any nature of winding up proceedings is instituted against;

Material breach of any terms on this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of Twenty-One (21) days after being notified in writing to do so;

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

On termination of this Agreement for any reason:

all licences and benefits granted under this Agreement to the Client shall immediately terminate;

each Party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party;

the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced;

The termination of this Agreement will not affect the payment obligations of the Client including any expenses incurred in respect thereof;

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 and cleared funds.

14. WARRANTIES AND REPRESENTATIONS

The Client hereby warrants to the Company that: -

It has full legal right, power, and authority to enter into and perform its obligations under this Agreement, and the signatory executing this Agreement is duly authorized to bind the Client;

Any person signing this Agreement on behalf of the Client represents and warrants that they are duly authorized to execute and deliver this Agreement on the Client’s behalf and to bind the Client to all obligations herein.

It shall comply with all applicable laws, regulations, and industry standards in connection with its use of the Services, including data protection, anti-bribery and consumer protection laws;

All information, materials, and data supplied to the Company are accurate, complete and not misleading and their use by the Company will not infringe any third-party rights, intellectual property or privacy rights;

The Client’s execution of this Agreement does not violate any other agreement, judgment, or obligation to which it is bound;

It owns or has valid licenses to all Client Marks provided to the Company under this Agreement, and such use will not violate any third-party rights;

It will not disrupt, reverse-engineer or interfere with the App’s functionality, security, or the Company’s provision of Services;

If providing personal data of Members or third parties, it has obtained all necessary consents and complies with the Data Protection Act (No. 24 of 2019), the Data Protection (General) Regulations 2021 and all applicable data protection laws;

It acknowledges that the Company shall retain full discretion and control over the methodology, manner, criteria and means of performing the Services;

The Client warrants that any failure to provide information, materials and data in accordance with this Agreement (including timelines, accuracy, or format) shall relieve the Company of liability for resulting delays or deficiencies in Service delivery. The Client further agrees to indemnify the Company for any costs, claims, or damages arising from such failure;

It has no authority (actual, apparent, or implied) to legally bind the Company in any matter relating to the Members, Services or third parties;

The Client warrants that it shall not make any representations, guarantees, or commitments concerning the Company’s services, the App’s functionality, or any products and or services available via the App, unless such statements are (i) preapproved in writing by the Company or (ii) expressly contained in the Company’s publicfacing materials.

15. FORCE MAJEURE

Subject to compliance with all obligations hereunder, 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:

Was not caused or precipitated by their negligence;

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

Any act of God;

Any sabotage, riots or other act of civil disobedience, civil commotion, rebellion, act of a public enemy or invasions;

Any judicial actions, strikes, lockouts, industrial disputes or actions of such nature;

Any actions or inactions of any Government or any agency or department;

Any act of terror;

Epidemic or pandemic;

Any storms, floods or other inclement, whether earthquakes, subsidence, epidemics or other natural physical disasters;

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.

In the event of either Party being so delayed or prevented from performing its obligations, such Party shall:

Give notice in writing of such delay or prevention to the other Party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration;

Use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement;

Resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.

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

16. DISPUTE RESOLUTION

In the event of any dispute that may arise out of the course of the Agreement tenure or interpretation of this Agreement the parties shall try to resolve the matter amicably and if such efforts fail, the dispute shall be resolved through binding mediation and which process shall be as per the 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 to be incurred under this clause.

17. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the parties;

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. Each Party agrees that it has no claim for innocent or negligent misrepresentation based on any statement in this Agreement;

Each Party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of Agreement (express or implied) provided in this agreement;

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

18. GENERAL PROVISIONS

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. Any person signing this Agreement on behalf of a Party represents and warrants that they have the requisite authority to sign and bind such Party to the obligations set forth in this Agreement

Assignment and other dealings

The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement without the prior written consent of the Company;

The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

Governing Law and Jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of the Republic of Kenya.

No Partnership or Agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture or create any fiduciary relationship between the parties, constitute either Party the agent of the other Party, nor authorize either Party to make or enter into any commitments for or on behalf of the other Party.

Notices

Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if effected in writing, and sent to the other Party by email, hand delivery served upon an authorized employee of the Party being served, or sent by registered post or by recognized courier service, or other method for which the sender has written proof of delivery and addressed to the addresses identified in this clause:

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.

Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement;

If one Party gives notice to the other of the possibility that any provision or partprovision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

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

Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties or their permitted assigns or authorised representatives.

Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy;

A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

SIGNED at ..............................................on ................................................................... 2025

SCHEDULE 1: STATEMENT OF SERVICES

1. Overview of the Servicess
Stahili Commerce Limited (“the Company”) shall provide the following services through the App.

2. Statement of works and cost

3. Commissioning Letter

Commissioning Letter				Research Survey
Client name			ABC company Limited
Commissioning date				26/5/2025
Survey title			Industry perception example
Objective			To understand members perception of XYZ industry & brands
Release date				1/6/2025
Validity until date				7/6/2025
Members issued survey #			If fixed
Target respondents #			If fixed
Client attribution type/s			ABC company customers	N/A

Geography	Counties	Nairobi, Nakuru, Mombasa, Kisumu
Demographic	Gender	Female
	Age	18-36
	Quality score	None
Reward	Data bundle	xx mB	Y
	CashBack Coupon	Criteria see CashBack Coupon Commissioning document	N
	mPesa	KES	N
	Prize Draw (When available)	Criteria see Prize Draw Commissioning document	N

Questions	Text	Type	Choices
1	Qwerty Asdf	Multi select	Lkhf, Zxcv, Poiu
etc
15		Rank	Uytre, Jhgfd, Mnbvc
Price	Per respondent	XX
	Total ex VAT & billable costs	XXXXXX
	Included in Subscription rate	Dated 1/5/2025
Commission approved by:
Name
Role
For	Client	Stahili
Letter		Research Survey
Client name	ABC company Limited
Commissioning date			26/5/2025
Coupon type	Gift to Stahili member		Y
	Reward for Research Survey		N
	Reward for Satisfaction Survey		N
	Reward for ROI scan		N
Objective	Increase outlet traffic by 3% and inrease basket size from XXX to YYY
Release date			1/6/2025
Validity until date			30/6/2025
NB: Coupons should be Attractive, Appropriate, Attainable, Available, Actionable
Members issued coupon #	If fixed
Target redemption rate %
Client attribution type/s	N/A	N/A
Geography	Counties		Nairobi, Nakuru, Mombasa, Kisumu
	Outlets
Demographic	Gender	Female
	Age	18-36
	etc	None
Coupon criteria	Value	KES	Y
	Minimum spend	KES	Y
	Product specific	Name	N
	Product quantity	Number	N
	Hours of day	From To
Price	Per coupon issued (Fixed or %)
	Per coupon redeemed (Fixed or %)
	Total ex VAT & billable costs
	Included in Subscription rate	Dated 1/5/2025
Commission approved by:
Name
Role
For	Client	Stahili

Commissioning Letter				Research Survey
Client name			ABC company Limited
Commissioning date				26/5/2025
Survey title			Outlet satisfaction survey
Objective			To understand customers satisfaction at outley level
Release date				1/6/2025
Validity until date				No end date

Survey initiation mechanic	Outlet poster scan	Specific to each outlet location	Y
	Outlet till receipt scan	Specific to each outlet location	N
	Outlet till transaction SMS link	Specific to each outlet location	Y
Geography	Outlets	List outlets
Reward	Data bundle	xx mB	Y
	CashBack Coupon	Criteria see CashBack Coupon Commissioning document	Y
	mPesa	KES	N
	Prize Draw (When available)	Criteria see Prize Draw Commissioning document	N

Questions	Text	Type	Choices
1	Qwerty Asdf	Multi select	Lkhf, Zxcv, Poiu
etc
6	On a scale of 0-10 how likely are you to recommend ABC company?	Select one	0-10
Price	Per respondent	XX
	Total ex VAT & billable costs	XXXXXX
	Included in Subscription rate	Dated 1/5/2025
Commission approved by:
Name
Role
For	Client	Stahili
Commissioning Letter		ROI tracker
Client name	ABC company Limited
Commissioning date			26/5/2025
Start date			1/6/2025
Validity until date			No end date
Geography	Type (eg billboard, magazine, TV advert etc)	List locations below	GPS if available
Reward	Data bundle	xx mB	N
	CashBack Coupon (unlimited)	Criteria see CashBack Coupon Commissioning document	Y
	CashBack Coupon (limited issuance numbers)
	CashBack Coupon (limited redemption numbers)
	mPesa	KES	N
	Prize Draw (When available)	Criteria see Prize Draw Commissioning document	N
Price	Per scan	XX
	Total ex VAT & billable costs	XXXXXX
	Included in Subscription rate	Dated 1/5/2025
Commission approved by:
Name
Role
For	Client	Stahili

Schedule 2: Client onboarding KYCs form

1. Certificate of Incorporation
2. KRA pin certificate
3. Postal and physical address
4. Nature of business
5. Contact person details
6. Nature of service sought