Terms & Conditions

These Standard Terms and Conditions (“Standard Terms”) are issued by the Flowcart contracting entity identified in the Commercial Terms Schedule (“Software Provider”), and apply to every Client that executes a Commercial Terms Schedule referencing them. Together with the executed Commercial Terms Schedule (the “Order”) and any Schedules or Exhibits, these Standard Terms form the “Agreement” between the Software Provider and the Client named in the Order.

WHEREAS the Client wishes to engage the Software Provider to enable the integration of the Client's business systems with Meta Platforms, Inc.'s WhatsApp Business Platform and related Meta services (“Meta Platform”), and the Software Provider has agreed to provide such SaaS Services on the terms set out below.

1. DEFINITIONS AND INTERPRETATION

For the purposes of this Agreement, unless the context requires otherwise, the following terms shall have the meanings set out below. Capitalised terms not defined here shall have the meaning given in the Commercial Terms Schedule or the Client's Market Schedule.

"Administrator User" means each Client employee designated by the Client to serve as technical administrator of the SaaS Services on the Client's behalf, who has completed any training or qualification requirements reasonably required by the Software Provider.

"Affiliate" means in relation to a party, any entity that directly or indirectly controls, is controlled by or is under common control with that party.

"Agreement" means these Standard Terms, the applicable Commercial Terms Schedule, the Client's Market Schedule, and all Exhibits and Schedules referenced herein, read together.

"Client Content" means all data and materials provided by the Client to the Software Provider for use in connection with the SaaS Services, including client applications, data files, message templates, contact lists and graphics, and which may include Personal Data.

"Data Protection Legislation" means the data protection, privacy and electronic communications law(s) identified in the Client's Market Schedule (Exhibit B), each as amended, re-enacted or replaced from time to time.

"Controller / Processor / Data Subject / Personal Data / Processing / Personal Data Breach" means have the meanings given to those terms (or their closest equivalent, such as “Data Fiduciary,” “Data Principal,” “Business,” “Service Provider,” or “Personal Information”) under the Data Protection Legislation applicable to the Client's Market Schedule.

"Documentation" means the user guides, online help, release notes, training materials and other documentation provided or made available by the Software Provider to the Client regarding the use or operation of the SaaS Services.

"Host" means the computer equipment and infrastructure on which the Software is installed, owned and/or operated by the Software Provider or its subcontractors.

"Identity Cube" means a unique collection of identity data for an individual granted access to and/or managed by the SaaS Services, as further described in the Commercial Terms Schedule.

"Maintenance Services" means the support and maintenance services described in Exhibit A.

"Market Schedule" means the applicable sub-part of Exhibit B (B-1 Kenya, B-2 South Africa, B-3 India, or B-4 United States) that applies to the Client, as identified in the Commercial Terms Schedule.

"Meta" means Meta Platforms, Inc. and its Affiliates, including WhatsApp LLC, and any platform, application programming interface, or service operated by them, including the WhatsApp Business Platform, Meta Business Manager, the Meta Cloud API, Meta Commerce and Meta Business Suite (collectively, the “Meta Platform”).

"Meta Business Terms" means Meta's Business Terms, WhatsApp Business Messaging Policy, WhatsApp Business Solution Terms, Commerce Policies, Platform Terms and any other policy issued by Meta governing use of the Meta Platform, in each case as amended by Meta from time to time and available at Meta's official policy pages.

"Other Services" means all technical and non-technical services performed or delivered by the Software Provider that are not SaaS Services or Maintenance Services, including implementation, professional, training and education services, provided on a time-and-materials or fixed-fee basis as agreed in a Schedule.

"Schedule" means a written document attached to or executed under this Agreement, including the Commercial Terms Schedule and the Client's Market Schedule.

"Software" means the object code version of any software to which the Client is provided access as part of the SaaS Services, including updates or new versions.

"SaaS Services" means the Software Provider's internet-accessible service identified in the Commercial Terms Schedule that enables the Client to integrate its business systems with the Meta Platform (including WhatsApp messaging, commerce, catalog and related functionality), hosted by the Software Provider or its service providers and made available to the Client over a network on a subscription basis.

"Sub-processor" means any third party (including Meta, cloud hosting providers, and messaging infrastructure providers) engaged by the Software Provider to process Personal Data on behalf of the Client in connection with the SaaS Services.

"Subscription Term" means the period during which the Client has access to and use of the SaaS Services, as set out in Section 8 of these Standard Terms, together with any renewal periods.

2. RELATIONSHIP OF THE PARTIES

2.1 The parties agree that this Agreement creates an independent contractor relationship and not an employment, agency, partnership or joint-venture relationship. No act or conduct of either party's employees, servants, agents or representatives shall be deemed to bind the other party unless expressly authorised in writing.

2.2 Nothing in this Agreement shall render either party liable to make payments or provide services other than as explicitly provided herein.

3. OBLIGATIONS OF THE CLIENT

The Client shall have the following duties under this Agreement:

"Assistance" means provide commercially reasonable information and assistance to enable the Software Provider to deliver the SaaS Services, including promptly delivering stock-keeping units (SKUs), product catalogues and message-template content in the electronic format reasonably specified by the Software Provider.

"Compliance with Laws" means comply with all applicable laws in connection with its use of the SaaS Services, including the Data Protection Legislation and the messaging/commercial-communications laws identified in the Client's Market Schedule (Exhibit B).

"Compliance with Meta Business Terms" means maintain a Meta Business Manager account and WhatsApp Business Account (or equivalent) in good standing at all times, and comply at all times with the Meta Business Terms. The Client acknowledges that the Software Provider is an intermediary/technology provider facilitating the Client's connection to the Meta Platform and has no control over Meta's decisions regarding account approval, suspension, template rejection or policy enforcement.

"Consent for Messaging" means obtain and maintain all consents, opt-ins and permissions required under the Meta Business Terms, the Data Protection Legislation, and the messaging/commercial-communications laws identified in the Client's Market Schedule, before sending any message to an end user through the SaaS Services, and be solely responsible for the content, accuracy and lawfulness of all messages sent.

"Sanctions and Export Compliance" means warrant, on an ongoing basis, that it (a) is not located in, organised under the laws of, or ordinarily resident in a country or territory that is the subject of comprehensive U.S., EU, UK or UN trade sanctions or embargoes; (b) is not, and is not owned or controlled by, a party identified on the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce's Denied Persons or Entity List, or any equivalent restricted- or prohibited-party list maintained by the EU, UK, or the jurisdiction identified in the Client's Market Schedule; and (c) will not use the SaaS Services to transmit content to, or otherwise deal with, any individual or entity in violation of applicable trade control, export control, or economic sanctions law. The Software Provider may immediately suspend or terminate the SaaS Services, without liability, if it reasonably believes the Client has breached this warranty.

"Unauthorised Use; False Information" means (a) notify the Software Provider immediately of any unauthorised use of any password, user id, or any other known or suspected breach of security; (b) report and use reasonable efforts to stop any unauthorised use of the SaaS Services known or suspected by the Client or any user; and (c) not provide false identity information to gain access to or use the SaaS Services.

"Administrator Access" means be solely responsible for the acts and omissions of its Administrator Users. The Software Provider shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

"Client Content" means be solely responsible for collecting, inputting and updating all Client Content, and for ensuring that Client Content does not (i) infringe or misappropriate the intellectual property rights of any third party, or (ii) contain anything obscene, defamatory, harassing, offensive, unlawful or malicious.

"Licence to the Software Provider" means grant the Software Provider a limited, non-exclusive, non-transferable licence to copy, store, configure, perform, display and transmit Client Content solely as necessary to provide the SaaS Services.

"Ownership" means retain ownership of and intellectual property rights in Client Content. The Software Provider or its licensors retain all ownership of and intellectual property rights in the SaaS Services, Software and Documentation. Third-party technology (including the Meta Platform) is governed by its own licence terms and not by this Agreement.

"Suggestions" means grant the Software Provider a royalty-free, worldwide, irrevocable, perpetual licence to use and incorporate into the SaaS Services any suggestions, enhancement requests or feedback provided by the Client.

"Payment" means make payment of all undisputed invoices within the period specified in the Commercial Terms Schedule.

4. DUTIES OF THE SOFTWARE PROVIDER

4.1 The Software Provider shall provide the SaaS Services enabling integration of the Client's business systems with the Meta Platform, in accordance with the Documentation and the Commercial Terms Schedule.

4.2 During the Subscription Term, the Client shall receive a non-exclusive, non-assignable, royalty-free, worldwide right to access and use the SaaS Services solely for its internal business operations, up to the number of Identity Cubes documented in the Commercial Terms Schedule.

4.3 This Agreement is a services agreement; the Software Provider will not deliver copies of the Software to the Client as part of the SaaS Services.

4.4 The Software Provider acts as a technology/business solution provider facilitating the Client's access to the Meta Platform. The Software Provider does not control and is not responsible for, Meta's platform availability, functionality, pricing or policy decisions, including any decision by Meta to approve, reject, suspend or restrict the Client's account, templates or messages. The Software Provider will use commercially reasonable efforts to notify the Client of material Meta policy changes known to it that affect the SaaS Services.

4.5 Clause 4.1 is subject to the Software Provider's fees, charges and terms and conditions set out in the Commercial Terms Schedule.

5. META / WHATSAPP BUSINESS PLATFORM TERMS

5.1 Client's Meta Account. The Client shall establish and maintain, at its own cost, a Meta Business Manager account and a WhatsApp Business Account (or equivalent Meta product account) in good standing, and shall comply with the Meta Business Terms at all times.

5.2 No Control Over Meta. The Client acknowledges that the SaaS Services depend on the continued availability of, and the Client's continued compliance with, the Meta Platform and the Meta Business Terms. The Software Provider does not control and shall not be liable for: (a) Meta's platform availability, functionality, or changes to its pricing or Meta Charges; (b) any decision by Meta to suspend, restrict, disable or terminate the Client's Meta or WhatsApp account or number, for any reason including a Meta policy violation; or (c) Meta's approval, rejection or removal of any message template, catalogue item or account feature.

5.3 Consent and Messaging Compliance. The Client is solely responsible for obtaining and maintaining all consents, opt-ins and permissions required under the Meta Business Terms, the Data Protection Legislation, and the messaging/commercial-communications laws identified in the Client's Market Schedule before sending any message to an end user via the SaaS Services, and for the content and lawfulness of all such messages. The Software Provider exercises no control over, and has no liability for, the content of messages transmitted by the Client through the SaaS Services.

5.4 Message Templates. Any pre-approved message format used to initiate contact outside the Customer Service Window (a “Message Template”) must comply with the Meta Business Terms and be used only for its designated purpose. Meta has sole and absolute discretion to review, approve, reject, or remove any Message Template at any time, and the Software Provider has no liability for any such decision. The Client acknowledges responsibility for the variable per-template charges billed by the Software Provider under clause 5.7.

5.5 Business Verification. The Client shall complete any business verification process required by Meta (including Meta Business Verification and any “green tick” or official business account verification) as a prerequisite to using the WhatsApp Business Platform. Meta has sole and absolute discretion over whether to grant such verification, and any one-time verification or onboarding fee charged by the Software Provider in connection with this process is non-refundable, regardless of whether Meta grants the verification sought.

5.6 Pass-Through Charges. The Client acknowledges that Meta levies its own conversation-based and/or per-message charges (“Meta Charges”), which are set and may be changed by Meta at its sole discretion and are typically billed in United States Dollars. The Software Provider shall pass through Meta Charges to the Client on the basis set out in the Commercial Terms Schedule and shall not be liable for any increase or change in Meta's pricing or exchange-rate fluctuation.

5.8 Changes to the Meta Platform. If Meta materially changes the Meta Platform, its API, or its policies in a manner that affects the SaaS Services, the Software Provider may modify the SaaS Services correspondingly, and shall notify the Client of any material adverse impact of which it becomes aware within a reasonable time.

6. RESTRICTIONS

The Client shall not and shall not permit any third party to:

• copy or republish the SaaS Services or Software;
• make the SaaS Services available to any person other than authorised Identity Cube users;
• use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties;
• modify or create derivative works based upon the SaaS Services or Documentation;
• remove, modify or obscure any copyright, trademark or other proprietary notices contained in the SaaS Services or Documentation;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law;
• access the SaaS Services or use the Documentation to build a competitive product; or
• use the SaaS Services in a manner that violates the Meta Business Terms.

Subject to the limited licences granted herein, the Software Provider shall own all right, title and interest in and to the Software, SaaS Services, Documentation and other deliverables, including all modifications, improvements and derivative works, and the Client assigns to the Software Provider all right, title and interest it may have therein.

7. ORDERS, INVOICING AND PAYMENT MECHANICS

7.1 Orders. The Client shall order the SaaS Services by submitting an Order issued under this Agreement. All Services acquired by the Client are governed exclusively by this Agreement. These Standard Terms prevail over any other document issued by the Client on all matters, including (without limitation) the Subscription Term, renewal, termination, and Service Level provisions in Sections 8 and 9. No purchase order, procurement portal terms, or other Client-issued document shall amend or supplement this Agreement—even if acknowledged or signed by the Software Provider's personnel—unless it is a written amendment that expressly refers to this Agreement and is executed in accordance with clause 14.7. Once submitted, an Order is final, irrevocable, and non-cancellable. The Client shall pay all fees for the entire Subscription Term, irrespective of the Client's actual use of the SaaS Services.

7.2 Invoicing. The Software Provider shall issue monthly invoices in advance for the SaaS Services. Each invoice is deemed accurate, valid, and binding unless disputed strictly in accordance with clause 7.4 (which sets a fourteen (14) business day dispute window); failing which, the invoice is conclusively accepted. All fees are non-refundable and non-creditable under all circumstances—including early termination, suspension, or non-use of the SaaS Services—except where this Agreement expressly provides otherwise. All fees shall be paid without deduction in the currency specified in the Order. Monthly payments are due within thirty (30) calendar days of the invoice date. Failure to pay by the due date constitutes a material breach of this Agreement.

7.3 Payment; No Set-Off. The Client shall pay the full amount of each invoice by the due date, without any deduction, set-off, counterclaim, or withholding of any kind, save as required by law and subject to clause 7.7. Time is of the essence in respect of the Client's payment obligations.

7.4 Disputed Invoices. Any dispute as to an invoice must be raised by the Client in writing within fourteen (14) business days of the invoice date, with reasonable supporting detail identifying the specific amount and grounds disputed, failing which the invoice is deemed accepted in full and may not thereafter be disputed. Raising a dispute does not excuse, suspend, or delay the Client's obligation to pay the full invoiced amount by the due date. If the Software Provider agrees, in its reasonable determination, that a billing error occurred, it shall issue a credit on the Client's next invoice. This clause 7.4 states the Client's sole and exclusive remedy for any billing error.

7.5 Late Payment. Amounts not paid by the due date shall accrue interest, calculated daily from the due date until paid in full (both before and after any judgment or award), at the rate specified in the Client's Market Schedule (Exhibit B), compounded monthly. The Client shall reimburse the Software Provider's reasonable costs of collection, including reasonable legal fees. This clause 7.5 is in addition to, and does not limit, the Software Provider's right to suspend the SaaS Services under clause 8.5.

7.6 Business-to-Business Transaction. The Client warrants that it is procuring the SaaS Services for its business purposes and not as a “consumer” within the meaning of the consumer-protection statute identified in the Client's Market Schedule, such that this Agreement is a business-to-business commercial contract, and the remedies available to individual consumers under that statute do not apply to the Client's procurement of the SaaS Services.

7.7 Taxes. The Software Provider shall bill the Client for applicable transaction taxes (such as VAT, GST, or sales/use tax, as applicable) in accordance with the tax regime identified in the Client's Market Schedule, as a separate line item on each invoice where the Software Provider is required by law to collect such tax. The Client is responsible for all such taxes relating to its purchase and use of the SaaS Services, but not for taxes based on the Software Provider's net income, capital or corporate franchise. Where the Client's Market Schedule specifies a withholding-tax gross-up obligation, clause 7.7 of that Market Schedule applies in addition to this clause.

8. SUBSCRIPTION TERM, RENEWAL AND TERMINATION

8.1 Term. This Agreement takes effect on the Effective Date recorded in the Commercial Terms Schedule and the initial Subscription Term shall be twelve (12) months from that date (or, where billing commencement is tied to Go-Live under the Commercial Terms Schedule, from the confirmed Go-Live date).

8.2 Renewal. The Subscription Term shall automatically renew for successive twelve (12) month periods, unless either party gives the other written notice of non-renewal at least thirty (30) days before expiry of the then-current Subscription Term.

8.3 Termination for Convenience. Either party may terminate this Agreement for convenience by giving the other party at least sixty (60) days' prior written notice.

8.4 Termination for Breach. Either party may terminate this Agreement immediately upon a material breach by the other party that is not cured within thirty (30) days after receipt of written notice of such breach.

8.5 Suspension for Non-Payment. The Software Provider may suspend delivery of the SaaS Services if the Client fails to pay any undisputed amount when due and such failure continues for fifteen (15) days after written notice. Suspension does not release the Client from its payment obligations, and the Software Provider shall not be liable for any claim arising from a suspension resulting from the Client's non-payment.

8.6 Suspension for Ongoing Harm. The Software Provider may suspend the SaaS Services immediately, without prior notice where impracticable, if it reasonably concludes that the Client's or an Identity Cube user's use of the SaaS Services is causing immediate and ongoing harm to the Software Provider, Meta, or any third party (including a Meta policy violation likely to cause account suspension, or a pattern of messaging that exposes the Software Provider to potential liability under the messaging laws identified in the Client's Market Schedule), and shall notify the Client promptly and work diligently to resolve the issue.

8.7 Effect of Termination. (a) On termination or expiry, the Software Provider shall cease providing the SaaS Services and all usage rights shall terminate. (b) If the Software Provider terminates for the Client's breach, the Client shall immediately pay all amounts due and to become due for the remaining Subscription Term. If the Client terminates for the Software Provider's breach, the Software Provider shall repay any pre-paid amounts for SaaS Services not yet delivered. (c) On termination, and upon written request, each party shall return or destroy the other's Confidential Information (subject to legal counsel retaining one archival copy for dispute purposes) and, in respect of Personal Data, Clause 13.10 shall apply.

9. SERVICE LEVEL

9.1 System Availability Target. The SaaS Services shall achieve System Availability of at least 99.5% during each calendar year of the Subscription Term. “System Availability” means the number of minutes in a year that the key components of the SaaS Services are operational as a percentage of the total minutes in that year, excluding downtime resulting from (a) scheduled maintenance with reasonable prior notice, (b) Force Majeure, (c) malicious attacks on the system, (d) issues associated with the Client's computing devices, networks or internet service provider connections, (e) acts or omissions of the Client or any Identity Cube user, or (f) unavailability, downtime or policy action of the Meta Platform itself.

9.2 Scheduled Maintenance. The Software Provider reserves the right to take the SaaS Services offline for scheduled maintenance with reasonable prior notice to the Client, and may change its maintenance window upon prior notice.

9.3 Service Credits. If the Software Provider fails to meet the System Availability target in a calendar year, upon written request by the Client within thirty (30) days after the end of that year, the Software Provider will issue a credit on the Client's next invoice equal to 1% of the yearly fee for the affected SaaS Service for each 1% of System Availability shortfall below the target, up to a maximum of the Client's yearly fee for the affected SaaS Service. If the yearly fee has been paid in advance, the Client may elect to receive the credit as additional Identity Cubes or a term extension instead. This Section 9.3 states the Client's sole and exclusive remedy for any interruption of the SaaS Services or failure to meet the System Availability target.

9.4 Support and Maintenance. Support and Maintenance Services are provided at the default response and resolution targets set out in Exhibit A, during the business hours specified in the Client's Market Schedule, unless an enhanced support tier is agreed in the Commercial Terms Schedule.

10. WARRANTIES

10.1 The Software Provider represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any breach of this warranty, the Client's exclusive remedy is as provided in Section 8 (Subscription Term, Renewal and Termination).

10.2 The Software Provider does not warrant that the SaaS Services will be error-free or uninterrupted, and does not warrant or guarantee the availability, performance, security practices or policies of the Meta Platform, which is provided directly by Meta and is outside the Software Provider's control. The Client acknowledges that the Software Provider does not control the transfer of data over communications facilities, including the internet and the Meta Platform, which may be subject to limitations, delays and interruptions. Except as expressly set out in clause 10.1, and subject to any supplemental disclaimer in the Client's Market Schedule, this Section sets out the sole and exclusive warranty given by the Software Provider (express or implied) with respect to the subject matter of this Agreement.

10.3 Limitation of Liability. Neither party (nor any of its licensors or suppliers) shall be liable for indirect, incidental, special or consequential damages, including damages for lost business, profits, data or use, arising in connection with this Agreement, regardless of the nature of the claim, even if foreseeable or advised of the possibility of such damages. Neither party's aggregate liability under this Agreement shall not exceed the lesser of (a) the fees paid or payable by the Client in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) the cap amount specified in the Commercial Terms Schedule, or, if no such amount is specified there, USD 500. The existence of one or more claims under this Agreement shall not increase this maximum liability amount. The foregoing limitations do not apply to the parties' obligations under the Sections entitled “Restrictions,” “Indemnification,” “Confidentiality,” or “Data Protection,” nor do they limit any liability that cannot lawfully be limited or excluded under the consumer-protection statute identified in the Client's Market Schedule, to the extent that statute applies.

11. INDEMNIFICATION

11.1 By the Software Provider. If a third party claims that the SaaS Services infringe any patent, copyright or trademark, or misappropriate any trade secret, or that the Software Provider's negligence or wilful misconduct caused bodily injury or death, the Software Provider shall defend the Client and pay all losses, damages and expenses (including reasonable legal fees) finally awarded, to the extent arising from the claim. The Software Provider has no liability for any claim based on (a) Client Content, (b) unauthorised modification of the SaaS Services, or (c) use other than in accordance with the Documentation. The Software Provider may, at its option, procure the right for the Client to continue use, modify the SaaS Services, or terminate the Subscription Term and refund unused pre-paid fees.

11.2 By the Client. If a third party claims against the Software Provider that (a) the Client Content infringes any patent, copyright, trademark or trade secret, or (b) arises from the Client's breach of the Meta Business Terms, the Data Protection Legislation, the messaging/commercial-communications laws identified in the Client's Market Schedule, or any failure to obtain end-user consent for messaging, or unlawful message content, the Client shall defend the Software Provider and pay all losses, damages and expenses (including reasonable legal fees and any statutory damages) finally awarded, to the extent arising from the claim.

11.3 Conditions. A party seeking indemnification shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defence and settlement, and (c) provide reasonable assistance at the indemnifying party's expense.

12. CONFIDENTIALITY

12.1 “Confidential Information” means information disclosed by a party that (a) is marked confidential or proprietary, (b) is identified as confidential when disclosed orally and confirmed in writing within 30 days, (c) is deemed confidential by this Agreement, or (d) reasonably appears confidential given the circumstances of disclosure. Client Content is deemed Confidential Information of the Client. The Software Provider's software and Documentation are deemed Confidential Information of the Software Provider.

12.2 During the term and for five (5) years thereafter (perpetually for software and Personal Data), each party shall treat the other's Confidential Information as confidential, use it only to perform this Agreement, and not disclose it to third parties, except to contractors under equivalent confidentiality obligations on a need-to-know basis. Each party shall use at least a reasonable degree of care to protect the other's Confidential Information.

12.3 Confidential Information excludes information that is or becomes public through no fault of the receiving party, was already known to the receiving party without restriction, or is independently developed. Disclosure required by law is permitted, provided the receiving party gives reasonable prior notice to enable the disclosing party to seek protective measures where legally possible.

13. DATA PROTECTION

13.1 Roles of the Parties. As between the parties, the Client is the Controller and the Software Provider is the Processor (or their closest equivalent terms under the Data Protection Legislation applicable to the Client's Market Schedule) in respect of Personal Data contained within Client Content and processed via the SaaS Services. Each party acts as an independent Controller with respect to Personal Data it processes for its own account management, billing, compliance, and legitimate business purposes.

13.2 Processing Instructions. The Software Provider shall process Personal Data only on the Client's documented instructions, unless required to do otherwise by applicable law, in which case the Software Provider shall inform the Client of that legal requirement before processing, unless the law prohibits such notification.

13.3 Confidentiality of Personnel. The Software Provider shall ensure that persons authorised to process Personal Data have committed themselves to confidentiality or are under an appropriate contractual or statutory obligation of confidentiality.

13.4 Security Measures. The Software Provider shall implement and maintain appropriate technical and organisational measures to secure the confidentiality, integrity and availability of Personal Data and to prevent its loss, damage, unauthorised destruction, access or disclosure, consistent with the standard required under the Data Protection Legislation applicable to the Client's Market Schedule, and shall regularly review and update such measures in response to new risks.

13.5 Sub-processors. The Client authorises the Software Provider to engage Sub-processors, including Meta, cloud hosting providers and messaging infrastructure providers, to process Personal Data in connection with the SaaS Services. A current list of material Sub-processors is available to the Client on written request. The Software Provider shall impose data protection obligations on each Sub-processor that are materially equivalent to those in this Section 13, and shall remain liable to the Client for the performance of the Sub-processor's obligations.

13.6 Cross-Border Transfers. Where the SaaS Services involve the transfer of Personal Data outside the Client's jurisdiction, such transfer shall be effected using the mechanism (if any) specified in the Client's Market Schedule, and the Software Provider shall provide the Client with reasonable information regarding the destination and safeguards for such transfers on request.

13.7 Assistance with Data Subject Rights. Taking into account the nature of the processing, the Software Provider shall assist the Client, insofar as reasonably possible, by appropriate technical and organisational measures, in fulfilling the Client's obligation to respond to requests from data subjects exercising their rights under the Data Protection Legislation.

13.8 Personal Data Breach Notification. The Software Provider shall notify the Client without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a Personal Data Breach affecting Client Content, and shall provide such information as the Client may reasonably require to enable the Client to comply with its own notification obligations to its supervisory authority and affected data subjects under the Data Protection Legislation, within the timeframe (if any) specified in the Client's Market Schedule.

13.9 Cooperation with Regulators. The Software Provider shall provide reasonable cooperation and information to the Client to enable the Client to respond to any inquiry, direction or consultation from its supervisory authority, and to carry out any data protection impact assessment or audit that the Client reasonably considers necessary.

13.10 Deletion or Return of Personal Data. On termination or expiry of this Agreement, the Software Provider shall, at the Client's election, delete or return all Personal Data processed on the Client's behalf, and delete existing copies, unless applicable law requires continued storage of the Personal Data.

13.11 Audits. The Software Provider shall make available to the Client such information as is reasonably necessary to demonstrate compliance with this Section 13 and shall allow for and contribute to audits, including inspections, conducted by the Client or an auditor mandated by the Client, subject to reasonable prior notice, confidentiality, and no more than once per year absent a Personal Data Breach or regulatory requirement.

13.12 Registration. Each party shall comply with any registration, appointment, or reporting obligation applicable to it under the Data Protection Legislation, including any obligation specified in the Client's Market Schedule.

13.13 Data Protection Contacts. The parties' respective data protection contacts are as specified in the Commercial Terms Schedule.

13.14 Client's Own Compliance. The Client remains solely responsible for determining the lawful basis for, and purposes and means of, processing Client Personal Data, for providing notices and obtaining any consent required under the Data Protection Legislation before including Personal Data in Client Content or sending messages via the Meta Platform, and for ensuring that its instructions to the Software Provider do not place the Software Provider in breach of the Data Protection Legislation.

14. GENERAL PROVISIONS

14.1 Non-Exclusive Service. The SaaS Services are provided on a non-exclusive basis. Nothing prevents the Software Provider from providing the SaaS Services, or any features first developed for the Client, to other parties.

14.2 Assignment. Neither party may assign this Agreement without the other's consent, not to be unreasonably withheld, except that either party may assign this Agreement to an acquirer of substantially all of its relevant business, whether by merger, asset sale or otherwise. This Agreement binds and benefits the parties' successors and permitted assigns. Either party may use subcontractors, remaining responsible for their performance.

14.3 Notices. Notices shall be in writing and deemed given (a) five business days after mailing by registered or certified mail, (b) when transmitted by email with confirmation of receipt, or (c) when delivered personally or by courier, in each case to the address specified in the Commercial Terms Schedule.

14.4 Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control and without its fault or negligence, including acts of God, strikes, riots, acts of terrorism or war, epidemics, governmental action, communication or power failures, or outages or policy changes of the Meta Platform beyond the Software Provider's reasonable control.

14.5 Waiver. No waiver is effective unless in writing and signed by the waiving party. Waiver of one breach is not a waiver of any subsequent breach.

14.6 Severability. If any term is held invalid or unenforceable, it shall be reformed to achieve as nearly as possible the original intent, and the remainder of this Agreement remains in full force.

14.7 Entire Agreement. This Agreement (including all Schedules and Exhibits) contains the entire agreement of the parties and supersedes all prior communications concerning its subject matter. It may be amended only by a writing signed by both parties. Standard or printed terms in any purchase order are rejected and void unless expressly accepted in writing.

14.8 Survival. Sections 6, 7 (accrued payment obligations), 9 through 16, and any provision which by its nature should survive, shall survive expiration or termination of this Agreement.

14.9 Publicity. The Software Provider may include the Client's name and logo in its client lists and website, and may issue a high-level press release announcing the relationship, unless the Client opts out in the Commercial Terms Schedule or by written notice. Any such publicity shall be coordinated with the Client's communications team where the Client has requested approval rights.

14.10 No Third-Party Beneficiaries. This Agreement confers no rights on any person other than the parties.

14.11 Statistical Information. The Software Provider may anonymously compile statistical information related to the performance of the SaaS Services to improve its offerings, provided such information does not identify the Client or its data.

14.12 Compliance with Laws. The Software Provider shall comply with all applicable laws in connection with its delivery of the SaaS Services, including the Data Protection Legislation.

14.13 Counterparts and E-Signatures. This Agreement may be executed in counterparts, including by electronic signature recognised under the electronic signature law identified in the Client's Market Schedule, each of which is an original and which together constitute one agreement.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement is governed by, and any dispute shall be resolved in accordance with, the governing law and dispute resolution provisions set out in the Client's Market Schedule (Exhibit B).

15.2 Should any dispute arise between the parties out of any aspect of this Agreement, the parties shall confer in good faith to resolve the dispute promptly through negotiation between appointed representatives of each party.

15.3 Except with respect to intellectual property rights, if a dispute relating to the interpretation or performance of this Agreement, or the grounds for termination, is not resolved by representatives, the parties shall hold a meeting within fifteen (15) days of a written request, attended by individuals with decision-making authority, to attempt in good faith to negotiate a resolution before pursuing other remedies.

15.4 If the parties are unable to resolve the dispute within ninety (90) days of it arising, either party may refer the dispute to binding arbitration in accordance with the arbitration provisions set out in the Client's Market Schedule (Exhibit B).

16. AI FEATURES

16.1 Scope. This Section 16 applies only where, and to the extent that, the SaaS Services include any artificial-intelligence-powered feature, such as an AI chatbot, automated reply, AI-assisted response drafting, or similar generative or predictive functionality (“AI Features”), as identified in the Commercial Terms Schedule or the Documentation.

16.2 Client Inputs and Outputs. Where the Client submits inputs (such as queries, text, or data) to an AI Feature and receives generated outputs in response, both the inputs and outputs are treated as Client Content for all purposes of this Agreement. The Client is solely responsible for its inputs and for evaluating and verifying any AI-generated output before relying on it or using it in any decision-making process, and shall exercise professional judgment and seek independent advice where appropriate.

16.3 No Warranty for AI-Generated Content. The Software Provider does not warrant the accuracy, reliability, completeness, or fitness for any purpose of any AI-generated output, and shall have no liability for any error, omission, bias, or harm arising from the Client's use of or reliance on such output. The Client acknowledges that AI-generated content may not be unique and that the AI Feature may generate similar or identical outputs for other users.

16.4 Prohibited Uses. The Client shall not use an AI Feature, and shall not permit any Administrator User or end user to use an AI Feature: (a) to develop, train, or support any product or service that competes with the SaaS Services, including any foundational AI model; (b) to represent AI-generated output as solely human-generated, or to mislead any third party as to its origin; (c) to make or support any decision that could have a legal or similarly significant effect on an individual (including decisions relating to credit, education, employment, housing, insurance, health, or legal rights) without meaningful human review; or (d) in any manner that violates this Agreement or the Software Provider's published AI usage guidelines.

16.5 Processing of Inputs. The Client authorises the Software Provider to process and share Client inputs and related data with the Software Provider's third-party AI service providers solely as necessary to provide the AI Features, subject to the Software Provider's obligations under Section 13 (Data Protection).

16.6 Changes to AI Features. The Software Provider may modify, enhance, restrict, or discontinue any AI Feature at any time without liability to the Client, and may limit or suspend an AI Feature if the Client exceeds any usage limit associated with its Subscription Plan.

17. EXECUTION

These Standard Terms and Conditions are incorporated by reference into, and take effect upon execution of, the Commercial Terms Schedule. No separate signature to this document is required where the Commercial Terms Schedule has been duly executed by both parties and expressly incorporates these Standard Terms and identifies the applicable Market Schedule.

EXHIBIT A. DEFAULT SUPPORT AND MAINTENANCE SERVICES

Support and Maintenance Services are included in the SaaS Service subscription and entitle the Client to: (a) telephone or electronic support to help the Client locate and correct problems with the Software; (b) bug fixes and code corrections to bring the Software into substantial conformity with its operating specifications; and (c) extensions, enhancements and other changes that the Software Provider, at its discretion, furnishes without additional charge to all other subscribers of the SaaS Service.

“Business hours” has the meaning given in the Client's Market Schedule (Exhibit B), unless an alternative support tier with extended hours is agreed in the Commercial Terms Schedule.

The following are the Software Provider's default response and resolution targets. Enhanced targets may be agreed in the Commercial Terms Schedule.

EXHIBIT B. MARKET SCHEDULES

This Exhibit B sets out the jurisdiction-specific provisions of this Agreement. The Commercial Terms Schedule identifies which Market Schedule below applies to the Client. Only the Market Schedule identified in the Commercial Terms Schedule applies to the Client; the others are included for completeness of this global template and do not apply to the Client unless so identified.

B-1 KENYA MARKET SCHEDULE

B-1.1 Contracting Entity. For Clients in this Market Schedule, the Software Provider is 10Agrow Technologies Limited, a company duly registered under the laws of Kenya, of P.O. Box No. 38134 – 00623, Nairobi, trading as “Flowcart.”

B-1.2 Data Protection Legislation. The Kenya Data Protection Act, 2019 and its subsidiary regulations, including the Data Protection (General) Regulations, 2021 and the Data Protection (Compliance and Enforcement) Regulations, 2021. The supervisory authority is the Office of the Data Protection Commissioner, Kenya (“ODPC”). The Software Provider's 48-hour notification under clause 13.8 is intended to enable the Client to meet the 72-hour notification timeframe to the ODPC required under the Data Protection Act, 2019.

B-1.3 Messaging / Commercial-Communications Law. The Kenya Information and Communications Act and applicable Communications Authority of Kenya regulations governing unsolicited commercial communications, together with the Consumer Protection Act, 2012.

B-1.4 Taxes. Value Added Tax (“VAT”) under the Value Added Tax Act, 2013, invoiced in compliance with the Value Added Tax (Electronic Tax Invoice) Regulations, 2020 via the Kenya Revenue Authority's Tax Invoice Management System (TIMS/eTIMS).

B-1.5 Late Payment Interest Rate; Business-to-Business Warranty Statute. Interest accrues at 2% per month (24% per annum), compounded monthly, or the maximum rate permitted by applicable law if lower. The business-to-business warranty in clause 7.6 refers to the Consumer Protection Act, 2012, and this Agreement is otherwise governed by the Law of Contract Act (Cap. 23).

B-1.6 Governing Law. The laws of Kenya.

B-1.7 Dispute Resolution / Arbitration. Any dispute not resolved under clause 15.2–15.3 shall be referred to arbitration before a single arbitrator appointed by the Chairperson of the Chartered Institute of Arbitrators, Kenya Branch, whose decision shall be final and binding. The seat of arbitration shall be Nairobi County, Kenya.

B-1.8 E-Signature Law. The Kenya Information and Communications Act and the Evidence Act (Cap. 80), each as read with the Business Laws (Amendment) Act, 2020.

B-1.9 Support Business Hours. 8:00am–6:00pm EAT (East Africa Time), Monday through Friday, excluding public holidays in Kenya.

B-2 SOUTH AFRICA MARKET SCHEDULE

B-2.1 Contracting Entity. For Clients in this Market Schedule, the Software Provider is the Flowcart contracting entity identified in the Commercial Terms Schedule.

B-2.2 Data Protection Legislation. The Protection of Personal Information Act 4 of 2013 (“POPIA”) and its regulations. The supervisory authority is the Information Regulator established under section 39 of POPIA. The Software Provider's 48-hour notification under clause 13.8 is intended to enable the Client, as Responsible Party, to notify the Information Regulator and affected data subjects as soon as reasonably possible, as required by section 22 of POPIA.

B-2.3 Messaging / Commercial-Communications Law. Direct marketing under section 69 of POPIA and, to the extent applicable, the Consumer Protection Act 68 of 2008.

B-2.4 Taxes. Value-Added Tax (“VAT”) under the Value-Added Tax Act 89 of 1991.

B-2.5 Late Payment Interest Rate; Business-to-Business Warranty Statute. Interest accrues at the higher of 2% per month or the maximum default rate permitted under the Prescribed Rate of Interest Act 55 of 1975, compounded monthly. The business-to-business warranty in clause 7.6 refers to the Consumer Protection Act 68 of 2008. The Client warrants that it is a juristic person whose asset value or annual turnover equals or exceeds the threshold determined under section 4(1)(a) of the National Credit Act 34 of 2005, such that this Agreement is not a credit agreement for purposes of that Act.

B-2.6 Governing Law. The laws of the Republic of South Africa.

B-2.7 Dispute Resolution / Arbitration. Any dispute not resolved under clause 15.2–15.3 shall be referred to arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) in accordance with its rules, by a single arbitrator appointed in accordance with those rules, whose decision shall be final and binding. The seat of arbitration shall be Johannesburg, Gauteng.

B-2.8 E-Signature Law. The Electronic Communications and Transactions Act 25 of 2002.

B-2.9 Support Business Hours. 8:00am–6:00pm SAST (South African Standard Time), Monday through Friday, excluding public holidays in South Africa.

B-3 INDIA MARKET SCHEDULE

B-3.1 Contracting Entity. For Clients in this Market Schedule, the Software Provider is the Flowcart contracting entity identified in the Commercial Terms Schedule.

B-3.2 Data Protection Legislation. The Digital Personal Data Protection Act, 2023 (“DPDPA”) and its rules, and, to the extent still applicable, the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011. The supervisory authority is the Data Protection Board of India established under section 18 of the DPDPA.

B-3.3 Messaging / Commercial-Communications Law. The Telecom Commercial Communications Customer Preference Regulations, 2018 issued by the Telecom Regulatory Authority of India (“TRAI”), and the Consumer Protection Act, 2019 (including the Consumer Protection (E-Commerce) Rules, 2020).

B-3.4 Taxes. Goods and Services Tax (“GST”) under the Central Goods and Services Tax Act, 2017 and corresponding State/Union Territory and Integrated GST legislation. If the Client is required by the Income-tax Act, 1961 (including tax deducted at source under section 195, or any Equalisation Levy under Chapter VIII of the Finance Act, 2016) to withhold or deduct any amount from a payment due under this Agreement, the Client shall gross up the payment so that the Software Provider receives the full invoiced amount, unless the Software Provider furnishes a valid tax residency certificate and Form 10F entitling the payment to a reduced withholding rate under an applicable double taxation avoidance agreement, in which case the reduced rate applies and the Client shall promptly provide an official withholding tax certificate.

B-3.5 Late Payment Interest Rate; Business-to-Business Warranty Statute. Interest accrues at 18% per annum (1.5% per month), compounded monthly, or the maximum rate permitted by applicable law if lower. The business-to-business warranty in clause 7.6 refers to the Consumer Protection Act, 2019, and this Agreement is otherwise governed by the Indian Contract Act, 1872.

B-3.6 Governing Law. The laws of India.

B-3.7 Dispute Resolution / Arbitration. Any dispute not resolved under clause 15.2–15.3 shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, administered by the Mumbai Centre for International Arbitration (MCIA) in accordance with its rules, by a sole arbitrator appointed in accordance with those rules, whose decision shall be final and binding. The seat and venue of arbitration shall be Bengaluru, Karnataka.

B-3.8 E-Signature Law. The Information Technology Act, 2000.

B-3.9 Support Business Hours. 9:00am–6:00pm IST (Indian Standard Time), Monday through Friday, excluding public holidays in India.

B-4 UNITED STATES MARKET SCHEDULE

B-4.1 Contracting Entity. For Clients in this Market Schedule, the Software Provider is the Flowcart contracting entity identified in the Commercial Terms Schedule.

B-4.2 Data Protection Legislation. The California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (“CCPA”), and comparable state privacy statutes (including those of Virginia, Colorado, Connecticut, Utah and other states as in effect from time to time), together with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”), the CAN-SPAM Act, 15 U.S.C. § 7701 et seq., and Section 5 of the Federal Trade Commission Act. There is no single U.S. federal supervisory authority; enforcement may involve the Federal Trade Commission, state attorneys general, and, for CCPA matters, the California Privacy Protection Agency.

B-4.3 Messaging / Commercial-Communications Law. The TCPA and the CAN-SPAM Act. As between the parties, the Client is the “sender” and “initiator” of all messages sent via the SaaS Services for purposes of the TCPA and CAN-SPAM Act, and clause 11.2 (Indemnification by the Client) applies to any claim arising from the Client's messaging activity, including any TCPA claim.

B-4.4 Taxes. Applicable U.S. federal, state, and local sales, use, excise, and similar transaction taxes, billed as a separate invoice line item where the Software Provider is required by law to collect such tax. If the Client claims a tax exemption, it shall provide a valid exemption certificate, which shall apply prospectively from the Software Provider's receipt and acceptance of that certificate.

B-4.5 Late Payment Interest Rate; Business-to-Business Warranty Statute. Interest accrues at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, compounded monthly. The business-to-business warranty in clause 7.6 refers to applicable state consumer-protection and unfair or deceptive trade practices statutes.

B-4.6 Governing Law. The laws of the State of Delaware, without regard to its conflict of laws principles.

B-4.7 Dispute Resolution / Arbitration. Any dispute not resolved under clause 15.2–15.3 shall be referred to final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, before a sole arbitrator. The seat of arbitration shall be Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO COMBINE OR AGGREGATE CLAIMS OF MORE THAN ONE PARTY OR TO PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING. Notwithstanding the foregoing, either party may bring an individual action in a court of competent jurisdiction located in Delaware to seek injunctive or other equitable relief to protect its intellectual property or Confidential Information.

B-4.8 E-Signature Law. The U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state adoptions of the Uniform Electronic Transactions Act (UETA).

B-4.9 Support Business Hours. 9:00am–6:00pm Eastern Time (ET), Monday through Friday, excluding U.S. federal holidays.

B-4.10 Supplemental Warranty Disclaimer (United States Clients). For United States Clients, the following supplements and, to the extent of any conflict, supersedes clause 10.2: EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 10.1, THE SAAS SERVICES ARE PROVIDED “AS IS,” AND THE SOFTWARE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

B-4.11 Supplemental Limitation of Liability (United States Clients). For United States Clients, the following supplements and, to the extent of any conflict, supersedes clause 10.3: NEITHER PARTY (NOR ANY OF ITS LICENSORS OR SUPPLIERS) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE, ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF FORESEEABLE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.