Master Services Agreement

This Agreement sets the framework. Each engagement is described in an Order Form signed by both parties, specifying the services, number of connected WhatsApp accounts, fees, and term. Where an Order Form conflicts with this Agreement, the Order Form prevails for that engagement.

The Data Processing Agreement is incorporated by reference and applies to all personal data processed under this Agreement.

The Supplier will provide Aisha— an AI assistant that receives messages sent to the Client's WhatsApp number, generates replies, records orders, and facilitates payment — in accordance with the documentation and any Order Form.

Nature of AI output.Replies are generated by automated systems and may be inaccurate. The Client is responsible for supervising the Service's activity and may disable automatic replies or take over any conversation. The Supplier does not warrant that any particular reply will be correct or suitable.

Dependencies.The Service depends on WhatsApp, which is operated by Meta and is outside the Supplier's control. Changes to WhatsApp, or restriction of the Client's number by Meta, may interrupt or end the Service through no fault of either party.

The Supplier will use commercially reasonable efforts to make the Service available 99% of the time each calendar month, excluding:

• scheduled maintenance notified at least 24 hours in advance;
• failures of WhatsApp, payment providers, or the Client's own network or devices;
• force majeure under section 12.

If availability falls below that figure in a month, the Client's sole remedy is a service credit of 10% of that month's fees, or 25% if availability falls below 95%, applied against the next invoice on written request within 30 days.

The Supplier is a small team and states this plainly: there is no 24/7 on-call rotation. Support is offered during Kenyan business hours, with a target first response within one business day.

Fees are as set out in the Order Form. Unless it says otherwise, invoices are payable within 30 days, in Kenyan Shillings, exclusive of VAT and any withholding tax. The Supplier may suspend the Service on 14 days' written notice for undisputed invoices more than 30 days overdue.

This Agreement runs from the date of the first Order Form until terminated. Either party may terminate for convenience on 30 days' written notice, or immediately if the other commits a material breach that is not remedied within 30 days of written notice, or becomes insolvent.

On termination the Client may export its data; the Supplier deletes it in accordance with the DPA. Fees for the period up to termination remain payable.

Each party will keep the other's confidential information in confidence, use it only for this Agreement, and protect it with at least reasonable care. This does not apply to information that is public, independently developed, or required to be disclosed by law — in which case the disclosing party will give notice where legally permitted. These obligations survive for three years after termination.

The Supplier retains all rights in Aisha, including the software, models, and documentation. The Client retains all rights in its own data, catalog, and customer information, and grants the Supplier only the licence needed to provide the Service.

Each party warrants that it has authority to enter into this Agreement. The Supplier warrants that it will provide the Service with reasonable skill and care.

Otherwise the Service is provided as is, and all other warranties, whether express or implied, are excluded to the fullest extent permitted by law.

The Supplierwill indemnify the Client against third-party claims that the Service, used as permitted, infringes that third party's intellectual property rights.

The Clientwill indemnify the Supplier against third-party claims arising from the Client's data, its catalog and pricing, its messages to its customers, or its breach of data-protection law as controller.

Neither party limits liability for death or personal injury caused by negligence, fraud, or anything else that cannot lawfully be limited.

Subject to that, and except for the indemnities in section 9 and the Client's obligation to pay fees, each party's total liability under this Agreement is limited to the fees paid or payable in the 12 months before the claim arose.

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, business, or anticipated savings, whether or not foreseeable.

Each party will maintain insurance appropriate to its obligations. Where an Order Form specifies minimum cover — for example cyber liability or professional indemnity at a stated limit — the Supplier will maintain it for the term and provide a certificate of currency from its insurer on reasonable request.

The Supplier does not currently hold cyber liability cover. Any requirement for it must be agreed in an Order Form and arranged with an insurer before the Client relies on it.

Neither party is liable for failure to perform caused by events beyond its reasonable control, including network or utility failure, acts of government, or the acts of a third-party platform on which the Service depends. If such an event continues for more than 30 days, either party may terminate on written notice.

Neither party may assign this Agreement without the other's written consent, except to a successor of its business. The parties are independent contractors. Nothing in this Agreement confers rights on any third party. Variations must be in writing and signed by both parties.

This Agreement is governed by the laws of Kenya. The parties will attempt in good faith to resolve any dispute by negotiation between senior representatives within 30 days. Failing that, the dispute is subject to the exclusive jurisdiction of the courts of Kenya.