SUBSCRIPTION AGREEMENT

This CS Suite System ("Software as a Service") Agreement (this "Agreement") is entered into as of
[Effective Date] ____/____/_______ , between:

The Provider and Customer are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider has developed and operates a cloud-based software-as-a-service (SAAS) platform for online financial management,as more fully decribed in Exhibit A attached hereto (the "Platform"); and

WHEREAS, Customer desires to subscribe to access and use the Platform, and Provider desires to provide such access, on the terms and conditions set forth in this Agreement and each Order Form executed hereunder.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Authorized User" means each employee, contractor, or other individual designated by Customer who granted access credentials to use the Platform.

1.2 "Customer Data" means all financial information, transaction records, account data, reports, and any other content or information submitted, uploaded, or transmitted to the Platform by or on behalf of Customer or its Authorized Users

1.3 "Documentation" means Provider's standard user and technical guides, and any other documentation made available to Customer describing the functionality, operation, and use of the Platform.

1.4 "Order Form" means a written order form, statement of work, or online subscription request executed by both Parties that references this Agreement and specifies the Services subscribed for, including fees, subscription term, and any usage limits.

1.5 "Services" means the Platform access, support services, and any other services set forth in an Order Form.

1.6 "Act" means the Data Protection Act, 2019 ("DPA") and The Finance Act, 2023 ("TFA").

2. ACCESS AND USE

2.1 Grant of Access. Subject to the terms of this Agreement and payment of all applicable fees, Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Platform, solely for Customer's internal business purposes during the Term, in accordance with the Documentation and any usage limits specified in the applicable Order Form.

2.2 Authorized Users. Customer may designate Authorized Users to access the Platform on its behalf. Each Authorized User shall be issued unique access credentials. Customer is fully responsible for all activities that occur under its account and for its Authorized Users' compliance with this Agreement.

2.3 Usage Restrictions. Customer shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble the Platform; (c) use the Platform to store or transmit infringing, unlawful, or malicious content; (d) interfere with the integrity or performance of the Platform; or (e) attempt to gain unauthorized access to the Platform or its related systems or networks.

3. DATA PROTECTION AND PRIVACY

3.1 Compliance with Laws. The Provider and Customer agree to use the Platform in compliance with all applicable laws, including the Act, DPA and TFA .

3.2 Intellectual Property.
Customer retains all intellectual property rights, title, and interest in and to the Customer Data.
Provider retains all intellectual property rights, title, and interest in and to the Platform, its underlying technology, and all related intellectual property.
Provider obtains no rights in Customer Data except the limited right to process Customer Data solely to provide the Services to Customer.

3.3 Data Security. The Customer is responsible for maintaining the security of its network and systems used to access the Platform. The Provider shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, including encryption of data in transit and at rest, access controls, and regular security testing. Provider's security measures are described in Exhibit B (Security Overview).

3.4 Data Processing. To the extent Customer Data includes personal data subject to data protection laws, Provider shall process such data in accordance with a separate Data Processing Agreement (DPA) executed by the Parties.

3.6 Data Breach. The Provider shall notify the Customer without undue delay upon becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of Customer Data.

3.5 Data Export. Upon Customer's written request within thirty (30) days following the termination of this Agreement, Provider shall provide Customer with a copy of Customer Data in a commonly used, machine-readable format. Thereafter, Provider shall have no obligation to retain Customer Data.

4. FEES AND PAYMENT

4.1 Fees. Customer shall pay all fees specified in each Order Form. Unless otherwise stated, all fees are non-cancelable and non-refundable.

4.2 Invoicing and Payment. Provider shall invoice Customer in accordance with the billing frequency set forth in the applicable Order Form. Customer shall pay all undisputed invoices within five (5) days of the invoice date.

4.3 Late Payments. Any undisputed amounts not paid when due shall, result in the Customer's account being suspended where they can access but not edit thier data and, bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, and Customer shall reimburse Provider for all reasonable collection costs incurred.

5. TERM AND TERMINATION

5.1 Term. This Agreement commences on the Effective Date and continues until terminated as provided herein. Each Order Form shall specify its subscription term (the "Initial Term"). Unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, each Order Form shall automatically renew for successive renewal terms equal to the Initial Term.

5.2 Termination for Cause. Either Party may terminate this Agreement and any affected Order Forms if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. under such Order Form shall immediately cease. Sections 3.1, 3.4, 4, 5.3, 7, 8, 9, and 10 shall survive any termination or expiration of this Agreement.

6. SERVICE LEVELS AND SUPPORT

6.1 Service Level Agreement. Provider shall make the Platform available with a Monthly Uptime Percentage of at least 99.9% during any calendar month, excluding Scheduled Downtime and force majeure events. If Provider fails to meet this commitment, Customer shall be eligible for service credits as set forth in Exhibit C (Service Level Agreement).

6.2 Support. Provider shll provide technical support to Customer in accordance with Exhibit D (Support Terms).

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

7.1 Mutual Warranties. Each Party represents and warrants that it has the full power and authority to enter into this Agreement.

7.2 Provider Warranties. Provider warrants that: (a) the Platform will perform materially in accordance with the Documentation; and (b) it will provide the Services in a professional and workmanlike manner.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnification. Provider shall defend Customer against any third-party claim alleging that the Platform infringes any intellectual property right, and shall indemnify Customer against any finally awarded damages and reasonable attorneys' fees attributable to such claim, provided Customer gives prompt notice and sole control of defense to Provider.

8.2 Customer Indemnification. Customer shall defend Provider against any third-party claim arising from Customer Data or Customer's breach of this Agreement, and shall indemnify Provider against any finally awarded damages and reasonable attorneys' fees attributable to such claim.

9. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INTELLECTUAL PROPERTY INFRINGEMENT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of the other Party's Confidential Information and not to disclose such information to any third party except as necessary to perform this Agreement. "Confidential Information" means all non-public information disclosed by a Party that is designated as confidential or reasonably should be understood to be confidential.

11. GENERAL PROVISIONS

11.1 Governing Law. This Agreement shall be governed by the laws of Kenya, without regard to its conflict of laws principles.

11.2 Entire Agreement. This Agreement, together with all Order Forms and exhibits, constitutes the entire agreement between the Parties.

11.3 Amendment. No modification of this Agreement shall be binding unless in writing and signed by both Parties.

11.4 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control.

11.5 Assignment. Neither Party may assign this Agreement without the other's prior written consent, except to an affiliate or in connection with a merger or acquisition.

11.6 Notices. All notices shall be in writing and deemed given upon delivery if delivered personally or by email, or five (5) days after mailing by certified mail.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.