SERVICE LEVEL AGREEMENT

SERVICE LEVEL AGREEMENT

Introduction

Thank you for choosing the services offered by Namiri Technology Limited. We have built "DigiTax" a commercial platform enabling businesses to stay compliant with Kenya's KRA eTIMS and/or Zambia's ZRA Smart invoice.

Please read and review these Terms of Use (the "Term") thoroughly to understand your obligations and the services you will be receiving.

1. User Agreement

Accepting these Terms establishes a legal agreement between You and DigiTax and governs your access to and use of the Services as defined below. By accepting, installing, accessing, or simply using the Services, You agree to these Terms including any modifications which will be made from time to time. If you do not agree to these Terms, then You may not use the Services.

2. Services

2.1 "Services" means Our making available DigiTax Platform for use by Customers and Partners to list business products and services, manage stock, manage purchase invoices, generate tax invoices, and create credit notes.

2.2 "Namiri Platform" means the web-and/or mobile-based intellectual, proprietary property owned or managed by Us, including but not limited to the relationships, products, applications, content, and services related thereto.

2.3 "DigiTax Platform" is an online platform through which individuals and/or legal entities seeking to list business products and services, manage stock, manage purchase invoices, generate tax invoices, and create credit notes.

2.4 "DigiTax Customer" means any individual or legal entity that has agreed to these Terms and uses the DigiTax Platform to list business products and services, manage stock, manage purchase invoices, generate tax invoices, and create credit notes.

2.5 "DigiTax Partner" means a tax practitioner or auditor, association, professional service provider, or technology provider who is verified to have satisfied the requirements of being an enrolled partner to our Services.

3. Terms

3.1 These Terms govern access to or use by You (i.e., the DigiTax Customer and DigiTax Partner) of the Services and the DigiTax Platform.

3.2 These Terms supersede all prior agreements or arrangements, verbal or written communications, with You.

3.3 We may cease our offerings to you or deny you access to the Services or any portion thereof at any time for any of the following reasons:

Non-payment of fees charged for using the service;
Non–compliance with or breach of any requirements under this Agreement;
Any fraudulent act or omission done by you in connection with using the Services.
Any court order barring your access to the service;
During a scheduled or unexpected service interruption;

3.4 Supplemental terms may apply to certain Services, such as policies for a particular event, activity, or promotion, and such supplemental terms will be accessible to You in connection with the applicable Service(s). Additional terms are in addition to and shall be deemed a part of, the Terms for the purposes of the useful Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

3.5 We may amend these Terms from time to time and strongly encourage You to return regularly to this page to review the current Terms. By continuing to use the Services following any update or amendments to the Terms, You consent and agree to be bound by the Terms as amended.

4. Applicable Terms

4.1 The DigiTax Platform will prompt You to enter certain information ("Onboarding Information") relating to listing business products and services, managing stock, managing purchase invoices, generating tax invoices, creating credit notes,

4.2 WE DO NOT HOLD OURSELVES OUT TO BE A CERTIFIED PUBLIC ACCOUNTANT, AN ENROLLED AGENT, OR A PROFESSIONAL FIRM, NOR A TAX PREPARATION SOFTWARE OR PROGRAM. THIRD-PARTY PARTNERS ARE THIRD-PARTY INDEPENDENT CONTRACTORS. REPRESENTATIONS AND OPINIONS MADE BY OUR PARTNERS ARE NOT BINDING ON DIGITAX. THE PARTNERS ARE NOT OUR EMPLOYEES OR AGENTS AND ARE GIVEN NO AUTHORITY BY US TO ACT ON OUR BEHALF.

5. Age Requirement

5.1 By using this platform, you represent and warrant that:

You are 18 years of age or older and you agree to be bound by this Agreement; and
Your use of this platform does not violate any applicable law or regulation.

5.2 Your access to this platform may be terminated without warning if DigiTax believes, in its sole discretion, that you are under the age of 18 years and have not obtained verifiable consent from a parent or legal guardian.

6. User Content

6.1 We do not own any data, information, or material ("Content") that you submit on the Platform in the course of using the Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to the use of all submitted content.

6.2 You are responsible for Your Content. "Content" means all materials uploaded, written, posted, or stored through Your use of the Services.

6.3 You grant DigiTax a worldwide, royalty-free, non-exclusive license to host and use Your Content and archive Your Content frequently. You are responsible for any lost or unrecoverable Content. DigiTax is not responsible for the Content or data You submit through the Services.

6.4 You agree that DigiTax may use Your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising, or marketing materials. You grant DigiTax a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty-free license to use the feedback You provide to Us in any way.

6.5 You grant Namiri Technology Limited permission to use Your company name and logo in marketing materials of Namiri Technology Limited.

6.6 Namiri Technology Limited grants You permission to use Namiri Technology Limited's name and logo in Your marketing materials

7. Prohibited Uses

7.1 You agree not to use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, or transmit any objectionable, harmful, or deceptive Content, including but not limited to:

illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or would incur criminal or civil liability under any local, state, federal or foreign law;
Content that seeks to, directly or indirectly, impersonate someone else or falsely represent Your identity or qualifications, or that constitutes a breach of any individual's or entity’s privacy;
Misrepresentations of Your authority to act on behalf of any third party or utilize the Services for the benefit of a third party; and
Virus, Trojan horse, worm, or other disruptive or harmful software or data.

7.2 In addition to the above terms, you further agree not to:

Transmit or upload any material that contains software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights thereto or have received all necessary consents;
Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services, through password mining or any other means;
Attempt to extract the source code of the Platform, translate the language of the platform into other languages, or make any derivative versions hereof.

7.3 Except as permitted by Us in writing, You further agree not to use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, or transmit any investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communications or engage in spamming or flooding.

8. Additional Terms

Unless otherwise specified, the following terms and conditions in this Section shall apply to all users of DigiTax:

8.1 The DigiTax Platform and Services are protected by copyright, trade secrets, and other intellectual property laws. You are only granted the right to use the Platform and Services and only for the purposes described by Us, who reserve all other rights in the DigiTax Platform and Services. Until the Termination of these Terms and as long as You meet any applicable obligations and comply with these Terms, We grant to You a personal, limited, nonexclusive, nontransferable right and license to use the DigiTax Platform and Services.

8.2 You agree that You are indeed the person/entity for whom You are seeking the Services or that You have the lawful authority to request the services on behalf of another person or entity, that all information provided is correct, and that You are not attempting and will not attempt to use the Platform of another individual or entity without their consent. You agree not to use, or permit any third party to use, the DigiTax Platform or Services or any information or content in a manner that violates any applicable law or regulation or these Terms. You agree that You will not:

provide access to or give any part of the Services to any third party except as authorized by these Terms;
reproduce, modify, copy, deconstruct, sell, trade, or resell the DigiTax Platform and Services;
engage in any fraud or misrepresentation related to Your use of the DigiTax Platform and Services;
make the DigiTax Platform and Services available on any file-sharing or application-hosting service; and
attempt to replicate the DigiTax Platform and Services in any way.

9. User Representation

9.1 You represent and warrant that You are fully authorized and empowered to accept and honor these Terms, and that the performance of the obligations under these Terms will not violate or infringe upon the rights of any third party, or violate any agreement between You and any other person, firm or entity, or any law or governmental regulation. Specifically, You represent that You are not subject to, or in violation of, any provision, with any third party, individual or entity, through Your use of these Services.

9.2 In the event of any breach of any of User’s warranties, representations, or any aspect of this Agreement, in addition to any other remedies available at law or in equity, DigiTax retains the right, in its sole discretion, to suspend immediately any related Services if deemed necessary to prevent any harm to the platform, its Users or its business.

9.3 You agree to indemnify, defend, and hold DigiTax and its affiliates, and their respective officers, directors, agents, and employees, harmless from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, liabilities (whether actual or contingent), and expenses, including reasonable attorneys' fees and costs, arising out of or relating to Your violation of any non-compete or other restrictive covenant that You may have with any third party, individual or entity, through Your use of these Services.

10. Payment and Fees

10.1 All payments and fees that apply to Your use of the Services shall be made through a third-party provider. Additionally, You may also be required to pay fees and charges to others in connection with Your use of the Services. For example, Your professional tax preparation and e-filing software may impose charges for Your use in connection with the use of the Services, including fees for purchasing said software and for e-filing returns; Your mobile provider or Internet service provider may impose charges for the use of Your device in connection with the use of the Services, including fees for data transmissions and/or other charges. It is Your responsibility to understand and pay for all such charges.

10.2 You may also be charged a Processing Fee ("Processing Fee"), for expenses associated with third-party payment services.

11. Cancellation Policy

If You agreed to and paid for Services but thereafter canceled Your use of these Services ("Cancellation Request"), You will not be eligible for any refund of Your Service Amount and Fees paid. Any Cancellation Requests will be evaluated at the time of receipt by DigiTax and must be made in writing, via email, to [email protected]. Your eligibility for Our Refund Policy will differ depending on when Your Cancellation Request is received by DigiTax, which may in turn affect the amount of Your cancellation fee ("Cancellation Fee").

12. Privacy of Information

12.1 You can view Our privacy statement ("DigiTax Privacy Policy") at https://docs.DigiTax.tech/page/privacy which describes Our use of information gained through Your use of the Services. You agree to the DigiTax Privacy Policy, and any changes published to it. You agree that We may use and maintain Your data according to the DigiTax Privacy Policy as part of the Services. You give Us permission to combine information You enter or upload for the Services with that of other users of the Services and/or other services we offer. By way of example and not by limitation, this means that We may use Your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for You to compare business practices with other users. You also grant DigiTax permission to share or publish results relating to research data and to distribute or license such data to third parties.

12.2 DigiTax may use Your personal data to perform analysis relating to Your claims under our marketing purposes or to seek information to provide You with a response to a request or inquiry made by You.

12.3 You are solely responsible for protecting the information on Your device such as by installing anti-virus software, updating Your software, password protecting Your files, and not permitting third-party physical or electronic access to Your devices.

12.4 You consent to allow electronic communications, including any information or notices that We may be required by law to send to You or that may pertain to the Services or use of information You may submit in connection with the Services. We may provide such communications to You: (1) via e-mail at the e-mail address You designated to Us; (2) via "push notifications" to Your mobile device; (3) by access to Our website that will generally be designated in advance for such purpose or designated in an e-mail notice to You; (4) any messaging or chat application for computer or mobile device of Our choosing; or (5) in the course of Your use of the Services including, without limitation, via a screen or page within the DigiTax Platform or via a link from within the DigiTax Platform to a web page containing the communication.

12.5 You are responsible for updating Your email address, mailing address, and phone number with Us and to keep such contact information current. You may update Your email address, mailing address, and/or phone number through the DigiTax Platform or by sending an email to [email protected].

13. Password Security

13.1 You will manage Your passwords and accept updates. You are responsible for securely managing Your password(s) for the Services and to contact Us immediately if You become aware of any unauthorized access to Your account. The Services may periodically be updated with tools, utilities, improvements, third-party applications, or general updates to improve the Services. You agree to receive these updates.

13.2 You agree to take reasonable security precautions to protect any passwords and user identifications associated with Your use of the DigiTax Platform. You will notify Us immediately of any unauthorized use of Your user identification/name, Your password or the DigiTax Platform, or any other security breach of which You are aware. It is Your sole responsibility to keep Your ID/username, password, and other private or sensitive information confidential. You understand and agree that You are solely responsible for all computer password, data, file, and network security, including but not limited to, an active firewall on Your computer and/or network connection, anti-virus software, and anti-spyware software, necessary to secure and protect any proprietary or confidential information that You provide, store, submit, transmit or disclose directly or indirectly with Your use of the DigiTax Platform.

14. Accessing the Services Through Third-Party Services

14.1 The Services may be made available or accessed in connection with third-party services and content (including advertising) that We do not control. You acknowledge that different terms of use and privacy policies may apply to Your use of such third-party services and content. We do not endorse such third-party services and content and in no event shall We be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation, or BlackBerry Limited will be a third-party beneficiary to these Terms if You access the Services using applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary's terms of service.

14.2 Third-party devices and software may be governed by and subject to separate commercial terms and licenses. You must comply with any such commercial terms and licenses with regard to these separate third-party devices or software. DigiTax makes no warranty concerning any third-party device or software.

15. Confidentiality

The Services being provided on the platform enable Users to upload, store, record, and receive confidential information and allow users to transmit, store, and receive confidential information to third parties (collectively, "Confidential Information"). You represent and warrant that you will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable that may now or hereafter govern the gathering, use, transmission, receipt, reporting, disclosure, maintenance, and storage of the Confidential Information. You agree that DigiTax, its licensors, and all other persons or entities involved in the operation of the Services, have the right to monitor, retrieve, store, and use the Confidential Information in connection with the operation of the Services, and are acting on behalf of you.

16. DISCLAIMER OF WARRANTIES

16.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIGITAX, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. DIGITAX AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

16.2 DIGITAX ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS, LAWS OR REGULATIONS.

17. LIMITATION OF REMEDIES AND INDEMNIFICATION

17.1 WE SHALL NOT BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT ACTUALLY PAID BY YOU TO US FOR THE RIGHT TO USE THE DIGITAX PLATFORM DURING THE TWELVE (12) MONTHS PRIOR TO YOUR CLAIM.

DIGITAX, ITS AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, LOSS OF INTERNET CONNECTION, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET DIGITAX SYSTEMS REQUIREMENTS.

17.2 Except as expressly permitted in these Terms, You agree to indemnify, defend, and hold DigiTax, its affiliates, and Suppliers, officers, directors, agents and employees, harmless from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, liabilities (actual or contingent) and expenses, including reasonable attorneys' fees and costs, arising out or relating to Your use of the Services or breach of these Terms (collectively referred to as "Claims"). DigiTax reserves the right, in its sole discretion, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by DigiTax in the defense of any Claims.

18. Governing Law

This Agreement shall be governed by the laws of the territory where the Service is delivered.

19. Severability

Except as otherwise stated in these Terms, if any section or subsection of these Terms is found to be invalid or unenforceable by any arbitrator or court of law having jurisdiction, such section will be ineffective to the extent of such invalid or unenforceable part only, without affecting the remaining parts of these Terms or section or subsection in any way. The remaining terms, sections, and subsections will be valid and enforceable.

20. Waiver

No waiver of any provision herein shall be valid unless in writing and signed by both Us and You. Our failure to insist upon or enforce strict performance of any provision of these Terms or any right shall not be construed as a waiver of any such provision or right.

21. Dispute Resolution

21.1 DigiTax and You knowingly, voluntarily, and intentionally waive any rights in respect to any litigation (including but not limited to any claims, counterclaims, cross-claims and third-party claims) arising out of, relating to, under or in connection with (i) these Terms, including any matters contemplated by these Terms; (ii) any federal, state or other governmental statute, regulation, rule, ordinance or common law; and (iii) the performance of any obligations pursuant to these Terms or any separate agreement incorporating these Terms,

21.2 Both Parties shall seek to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement, including without limitation, any dispute regarding the enforceability of any provision, through good faith negotiations between them within 14 days of any notice of dispute being served or such longer period of time as may be mutually agreed between the Parties. If the Parties are unable to resolve the dispute within this timeframe, and one or both parties one or both parties desire to pursue the dispute, the complaining party must submit the dispute to binding arbitration in accordance with the rules and regulations of the arbitration panel/tribunal or center established under applicable law (the “Domestic Tribunal”), and the rules of Domestic Tribunal shall apply. The Parties will share equally the cost of arbitrating such dispute. The arbitrator(s) shall not be empowered to award punitive or other damages in excess of compensatory damages, and both parties irrevocably waive the right to any such damages. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction over the dispute. In the event that the parties cannot agree upon an arbitrator within a 3-day period, each party shall designate an arbitrator and those two arbitrators shall choose a third arbitrator, with that third arbitrator serving as the sole arbitrator of the dispute.

21.3 Except as specifically required by applicable law, the fact of and all aspects of the arbitration and the underlying Claim shall remain strictly confidential by both of us, our representatives, and the arbitrator.

22. Termination

22.1 Termination by Us. We may terminate our relationship pursuant to these Terms or terminate or suspend Your right to use the DigiTax Platform at any time for any or no reason by providing You with written or email notice of such termination to the physical or email address You have provided Us. If We terminate or suspend Your account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending Your account, We reserve the right to take appropriate legal action, including without limitation, pursuing civil, criminal, and injunctive redress. When terminating Your account, We may delete the account and all the information in it. You have no ownership rights to your account.

22.2 Termination by You. You may terminate these Terms by completely and permanently ceasing to use the DigiTax Platform (provided that there are no outstanding Services or requests ordered under Your password or account) and by closing any account You have opened on DigiTax. If you attempt to terminate these Terms while there are still outstanding Services or requests ordered under Your password or account, these Terms shall not terminate until such Services have been performed, paid for, or otherwise canceled as permitted by Us.

22.3 DigiTax and You may terminate these Terms for cause by providing the other Party with written notice if the other Party: (i) is in material breach of this Agreement; (ii) engages in any unlawful business practice related to that Party's performance under the Agreement; or (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property.

22.4 DigiTax may terminate these Terms with You and may deny You access to the Services or any portion thereof at any time for any reason.

23. Help and Support

We may use a variety of methods (e.g., in-product, Internet, e-mail, chat, and phone) to provide technical support and customer service in connection with the Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change from time to time. If you have any questions or suggestions about our Terms and Conditions, do not hesitate to contact us at [email protected].

24. Entire Agreement

24.1 These Terms are the entire agreement between You and DigiTax and replace all prior understandings, communications, and agreements, oral or written, regarding the subject matter. You cannot assign or transfer ownership of these Terms to anyone without Our prior written approval and any such assignment without Our prior written consent shall be void. However, We may freely assign Our rights and obligations herein without Your consent. Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors, and assigns of the parties hereto.

24.2 YOU AGREE THAT THESE TERMS ARE ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. DigiTax WILL PROVIDE ACCESS TO THE DigiTax PLATFORM AND SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THESE TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT OR BY ACCESSING OR OTHERWISE USING ANY PART OF THE SERVICES, YOU CONSENT TO THESE TERMS. IF YOU DO NOT CONSENT TO THE TERMS, DO NOT ACCESS OR USE ANY PART OF THE DigiTax PLATFORM OR SERVICES.