UZABIZ ENTERPRISE SAAS MASTER SERVICE AGREEMENT (“MSA”)

This agreement dictates the terms of use and services provided by Uzabiz.

Effective Date: ___________________

This Master Service Agreement (“Agreement”) is entered into by and between Uzabiz Technologies Ltd, a company incorporated under the laws of the Republic of Kenya, with its principal place of business at ______________________ (“Provider”), and ________________________, a company incorporated under the laws of ___________________ with its principal place of business at _____________________ (“Customer”). Provider and Customer are each referred to as a “Party” and collectively as the “Parties”.

1. Definitions

“Affiliate”: Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Documentation”: Provider’s user manuals, guides, and knowledge base accessible through Uzabiz’s official support site.
“Order Form”: A mutually executed document identifying the Services, subscription term, fees, and any additional terms.
“Policies”: Provider’s Terms of Service, Acceptable Use Policy, Privacy Policy, and Data Protection Addendum (“DPA”), available at https://uzabiz.com/legal, as updated periodically.
“Services”: Provider’s WhatsApp-based communication and marketing platform, including automation tools, APIs, dashboards, support tools, and any related services defined in an Order Form.

Capitalised terms not defined herein have the meanings provided in the Policies.

2. Scope of Agreement

2.1 Provision of Services

Provider agrees to make the Services available to the Customer and its Authorised Users under the terms of this Agreement and any applicable Order Form.

2.2 Incorporation of Policies

Customer’s use of the Services is governed by the Policies, which are incorporated herein by reference. In case of conflict: (1) the Order Form prevails, then (2) this Agreement, then (3) the Policies.

2.3 Modifications

Provider may enhance or update the Services or Documentation, provided any material reduction in core functionality will be communicated at least 30 days prior. Updates to Policies will be posted on Provider’s legal page and take effect on the stated date.

3. Orders and Fees

3.1 Order Forms

All Orders are subject to the terms of this Agreement upon execution by both Parties.

3.2 Fees

Customer shall pay all fees as listed in each Order Form. Fees are typically billed annually in advance unless otherwise stated.

3.3 Taxes

All fees exclude VAT and applicable taxes. Customer is responsible for any taxes, except those based on Provider’s income.

3.4 Late Payments

Provider reserves the right to suspend Services or terminate the Agreement in case of payment delays exceeding 30 days.

4. Customer Obligations

4.1 Acceptable Use

Customer agrees to use the Services in compliance with the Acceptable Use Policy and all applicable laws.

4.2 Authorised Users

Customer is responsible for actions of its Authorised Users and for maintaining account credentials securely.

4.3 Customer Content

Customer affirms that all content and contact data uploaded or transmitted to the Services complies with applicable law and does not infringe third-party rights.

5. Data Protection & Security

5.1 Processing

Provider will process Customer’s Personal Data strictly as described in the DPA.

5.2 Security

Provider will apply commercially reasonable technical and organisational security measures aligned with industry standards.

5.3 Incident Notification

Provider will notify Customer without undue delay if a data breach or security incident involving Customer data occurs, as required under the DPA.

6. Confidentiality

6.1 Protection of Information

Each Party shall protect the Confidential Information of the other Party with a standard no less than reasonable care.

6.2 Exclusions

Confidential Information excludes information that is publicly available, known prior to disclosure, received lawfully from a third party, or independently developed.

6.3 Legal Disclosure

If compelled by law, a Party may disclose Confidential Information after giving prior notice (where legally allowed).

7. Intellectual Property

7.1 Provider Ownership

All intellectual property rights in the Services, Documentation, and underlying technology are owned by Provider and its licensors.

7.2 Licence

Provider grants Customer a limited, non-exclusive, non-transferable licence to use the Services for its internal business purposes during the subscription period.

7.3 Feedback

Provider may freely use suggestions, enhancement requests, or feedback without compensation or obligation.

8. Warranties and Disclaimers

8.1 Performance

Provider warrants that the Services will function materially as described in the Documentation.

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification

9.1 By Provider

Provider will defend and indemnify Customer against any third-party claim that the Services infringe a valid intellectual property right.

9.2 Exclusions

Provider is not liable for claims resulting from misuse, Customer Data, or unauthorised modifications.

9.3 Conditions

Customer must (a) promptly notify Provider, (b) give full control of the defence to Provider, and (c) cooperate as reasonably requested.

10. Limitation of Liability

10.1 No Indirect Damages

Neither Party shall be liable for indirect or consequential damages, including loss of revenue or profits.

10.2 Liability Cap

Each Party’s total liability shall not exceed the amount paid by Customer in the 12 months preceding the event giving rise to the claim.

10.3 Exceptions

These limitations do not apply to payment obligations, indemnification, or breaches of confidentiality.

11. Term and Termination

11.1 Term

This Agreement remains in effect from the Effective Date until all Order Forms have expired or been terminated.

11.2 Termination for Cause

Either Party may terminate this Agreement with 30 days’ notice if the other Party materially breaches and fails to cure within that period.

11.3 Effect of Termination

Upon termination, Customer must stop using the Services and delete Provider’s Confidential Information. Clauses 6–10, 12, and payment obligations survive termination.

12. Miscellaneous

12.1 Governing Law

This Agreement is governed by the laws of the Republic of Kenya. The Parties submit to the exclusive jurisdiction of the courts of Nairobi, Kenya.

12.2 Assignment

Neither Party may assign this Agreement without prior written consent, except to an Affiliate or in connection with a merger or acquisition.

12.3 Notices

All notices must be in writing and delivered to the addresses specified above via courier or email and will be effective upon receipt.

12.4 Entire Agreement

This Agreement, including all incorporated Policies and Order Forms, constitutes the full agreement between the Parties.

12.5 Amendment and Waiver

Amendments must be in writing and signed. Waiver of a right must be in writing and does not waive future rights.

12.6 Severability

If any provision is held invalid, the remainder of the Agreement remains enforceable.

13. Support and Service Levels

13.1 Uptime

Provider will aim to maintain 99% uptime monthly, excluding scheduled maintenance or force majeure.

13.2 Support

Standard support is available via email and ticketing Monday–Friday, 9 am–5 pm (EAT), excluding public holidays.

14. Business Continuity

Provider maintains disaster recovery plans and tests them annually. A summary of testing may be shared upon request.

15. Compliance

15.1 Legal Compliance

Each Party will comply with all applicable laws, including data protection and anti-corruption laws.

15.2 Export Controls

Customer agrees not to export or provide Services to regions or entities subject to sanctions.

16. Audit Rights

Customer may audit Provider’s compliance with security and data protection terms once per 12-month period with at least 30 days’ notice.

17. Insurance

Provider will maintain reasonable insurance, including cyber liability and general business liability, with limits no less than USD 1,000,000 per occurrence.

18. Force Majeure

Neither Party is liable for delay due to events beyond its reasonable control (e.g., internet outages, strikes, natural disasters).

19. Publicity

Provider may include Customer’s name and logo in its website or marketing materials unless Customer objects in writing.

20. Independent Contractors

The Parties are independent contractors; nothing herein establishes an agency or partnership.

21. Counterparts; Electronic Signatures

This Agreement may be signed electronically and in counterparts, each of which shall be deemed an original.

Provider – Uzabiz Technologies Ltd

Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________

Customer
Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________