Terms and Conditions

These Standard Terms and Conditions, together with the Term Sheet, set out
the terms under which the Service Provider will provide Services to all Subscribers on the Application. The Subscriber’s right to use the Application is expressly conditioned on acceptance of these Terms and Conditions. In order to ensure that the Services are provided within a secure and legally compliant environment, the Subscriber agrees to be bound by these Terms and Conditions. The Subscriber agrees and acknowledges that by signing the Term Sheet with the Service Provider or by accessing the Application, whichever is earlier, the Subscriber confirms to the Service Provider that the Subscriber agrees to be bound by these Terms and Conditions.

Now wherefore the Parties agree as follows:

1. Definitions
   1. In addition to the capitalised terms defined elsewhere in the
      Agreement, the following terms as used in the Agreement shall have
      the meanings stated below:
      1. “Agreement”
         means these Terms and Conditions together with the Term Sheet, and
         any other agreement signed between the Parties towards the
         provision of the Services.
      2. “Application”
         means Mergdata, the Service Provider’s flagship cloud-based web
         and mobile application software and technology platform on which
         Services are primarily provided.
      3. “Confidential Information”
         means all information and documentation of a Party that: (a)
         should reasonably be recognised as confidential information of the
         disclosing Party regardless of format; and (b) all Subscriber
         Data. Confidential Information does not include any information or
         documentation that was: (a) already in the possession of the
         receiving Party without an obligation of confidentiality; (b)
         developed independently by the receiving Party, as demonstrated by
         the receiving Party, without violating the disclosing Party’s
         proprietary rights; (c) obtained from a source other than the
         disclosing Party without an obligation of confidentiality; or (d)
         publicly available when received, or thereafter became publicly
         available (other than through any unauthorised disclosure by,
         though, or on behalf of the receiving Party).
      4. “Intellectual Property Rights”
         means any and all copyright, rights in inventions, patents,
         know-how, trade secrets, trademarks and trade names, service
         marks, design rights, rights in get-up, database rights and rights
         in data, utility models, domain names and all similar rights and,
         in each case whether registered or not; including any applications
         to protect or register such rights; including all renewals and
         extensions of such rights or applications; whether vested,
         contingent or future; and wherever existing.
      5. “Licence”
         means, unless otherwise provided for or agreed between the
         Parties, the non-exclusive and non-transferable right to access
         and use the Application granted by the Service Provider to the
         Subscriber under the Agreement.
      6. “Party”
         means either the Service Provider or the Subscriber or, where the
         context permits, their respective officers, successors, agents or
         assigns.
      7. “Personal Identifiable Information”
         as used in the Agreement means any information related to an
         identified or identifiable individual and includes the name, date
         of birth, email address, phone number, social security number or
         other government-issued identification number, location, photo,
         video or audio recordings, biometric records, credit card
         information, general financial details or an individual’s name
         in combination with any other of the elements, or any other
         information as defined under the applicable law or regulation as
         such.
      8. “Pre-existing Materials”
         means software and related processes, instructions, methods, and
         techniques that have been previously developed by the Service
         Provider and, unless otherwise stated, include the Application or
         the Services provided under the Agreement.
      9. “Services”
         means the software subscription services agreed to be provided by
         the Service Provider to the Subscriber as set out in the Term
         Sheet and the detailed cost breakdown that may be attached to the
         Term Sheet and may include provision of technical support,
         maintenance, backup, and recovery.
      10. “Service Provider”
          means Farmerline Limited.
      11. “Subscriber”
          means any person or entity who signs the Term Sheet with the
          Service Provider for provision of Services or who accesses the
          Application.
      12. “Subscriber Data”
          means data and information, including Personally Identifiable
          Information, from the Subscriber uploaded, inputted, collected,
          used, processed, stored, or generated by the Subscriber on the
          Application or to the Service Provider as a reasonable consequence
          of the performance of the Agreement.
      13. “Term Sheet”
          means the Mergdata Software as a Service (SaaS) Agreement Term
          Sheet signed between the Service Provider and each Subscriber.
      14. “User Guide”
          means the manuals, user guides, or any other documentation from
          the Service Provider which accurately and completely describes all
          functions and features of the Application, including all
          subsequent revisions thereto.
      15. “Virus”
          means any thing or device (including any software, code, file or
          programme) which may: (1) prevent, impair or otherwise adversely
          affect the operation of any computer software, hardware or
          network, any telecommunications service, equipment or network or
          any other service or device; (2) prevent, impair or otherwise
          adversely affect access to or the operation of any programme or
          data, including the reliability of any programme or data (whether
          by re-arranging, altering or erasing the programme or data in
          whole or part or otherwise); or (3) adversely affect the user
          experience, including worms, trojan horses, viruses and other
          similar things or devices..
      16. “Working Day”
          is any day which is not a Saturday, Sunday, or national public
          holiday in Ghana.
   2. Headings of clauses or paragraphs are used only for reference and shall not
      affect interpretation of the actual wording in that clause or paragraph.
   3. Reference to one gender includes reference to the other gender.
   4. Words in the singular includes the plural and vice versa.

2. Scope of Subscription Services
   1. The Service Provider grants to the Subscriber (including any Subscriber
      employee, contractor, or agent, or any other individual or entity
      authorised by the Subscriber) the Licence to access and use the
      Application as established, maintained, and modified by the Service
      Provider; and in conformity with the specifications, functions,
      descriptions, standards, and criteria set forth in the Agreement or
      such other applicable cost proposal. The Service Provider shall,
      where agreed, provide the necessary services for the use of the
      Application including technical support, maintenance, backup, and
      recovery.
   2. Customisation:
      Where requested by the Subscriber and agreed to between the
      Parties, the Service Provider may also provide customised
      functional design of the Application in accordance with the
      specifications of the Subscriber.
   3. User Guide:
      Where necessary for the implementation of the Services, the Service
      Provider shall provide the Subscriber with a User Guide which shall
      be understandable by a typical end-user and aimed at providing the
      Subscriber with sufficient instruction to become self-reliant with
      respect to access and full use of the Application. For this
      purpose, the User Guide will at least include written manuals, but
      any complementary material may be deployed to properly instruct the
      Subscriber in the access and use of the Application.
   4. Changes in functionality:
      During the term of the Agreement as indicated the Term Sheet, the
      Service Provider shall not reduce or eliminate functionality in the
      Services knowingly, fraudulently, or intentionally without
      providing sufficient notice to the Subscriber.
   5. Delays,Interruptions, and Errors:
      The Parties acknowledge that access to Services may be subject to
      delays, interruptions, errors, or other problems resulting from use
      of the internet or public electronic communications networks used
      by the Parties or other third parties. The Subscriber acknowledges
      that such risks are inherent in cloud services and that the Service
      Provider shall have no liability for any such delays,
      interruptions, errors, or other problems unless caused by the
      Service Provider. Where the Service Provider becomes actually aware of any imminent external factors likely to cause such delays, interruptions or errors,
      Service Provider shall, as soon as is reasonably practicable, give
      prior notice to the Subscriber of such external factors and the
      possibility of delays, interruptions or errors.
   6. Server Hosting, Software Maintenance, and Technical Support:
      1. The Service Provider shall, where agreed, provide the necessary
         services for the use of the Application including technical
         support, maintenance, backup, and recovery.
      2. To this end, the Service Provider shall provide the technical
         infrastructure required for the effective operation of the
         Application. This may include cloud-based data hosting (server
         maintenance) and software enhancement. System maintenance and
         software enhancement will be performed by the Service Provider
         upon request of the Subscriber.
      3. The Service Provider shall deliver the backstopping and technical
         support in compliance with its Server Hosting, Software
         Maintenance and Technical Support Policy services necessary to
         operate and use the Application effectively. For this purpose, the
         Service Provider shall nominate one full-time staff member who
         will serve as a fixed point of contact responsible for
         backstopping and technical support.
      4. The Service Provider shall attend to technical support requests by the
         Subscriber via telephone or email during normal business hours
         (between 8:00 AM and 5:00 PM Greenwich Mean Time) on Working Days.
         The Service Provider shall also use commercially reasonable
         endeavours to provide support on a 24/7-basis via email or online
         chat. “Technical Support” as used in this Clause includes
         corrections of any difficulty that inhibits the fluid use of the
         Application.
      5. The Subscriber acknowledges and agrees that the Service Provider may
         conduct planned maintenance of the Application after giving at
         least a 48-hour notice to this effect to the Subscriber. Where the
         maintenance is unscheduled but urgent, the Service Provider shall
         endeavour to notify the Subscriber in advance within reasonable
         time.
   7. Changes in Scope:
      The Subscriber may, upon written notice to the Service Provider,
      request changes to the scope of the Services. If the Subscriber
      requests an increase in the scope, the Subscriber shall notify the
      Service Provider, and, within five (5) Working Days (or such other
      mutually agreed period) after receiving the request, the Service
      Provider shall notify the Subscriber in writing whether the
      requested change has an associated cost impact. If both Parties
      consent to a proposed change in writing, the requested change shall
      be made by the Service Provider.

3. Restrictions on Use
   1. The Subscriber shall use the Application in conformity with the user
      guide provided by the Service Provider and with the purpose and
      functions as set out in the Term Sheet or as may be required under
      these Terms and Conditions.
   2. As a condition of use of the Application, the Subscriber (on its own
      behalf and on behalf of its authorised affiliates and authorised
      users) undertakes and agrees not to use the Application or Services
      nor permit them to be used:
      1. for any purpose that is unlawful or illegal under any applicable law
         or prohibited by the Agreement, or to promote, aid or abet such activities;
      2. to commit any act of fraud;
      3. to distribute any Virus;
      4. for purposes of promoting unsolicited advertising or sending spam;
      5. to simulate communications from the Service Provider or another
         entity in order to collect identity information, authentication
         credentials, or other information (“phishing”);
      6. in any manner that disrupts the operations, business, equipment,
         websites or systems of the Service Provider or any other person or
         entity (including any denial of service and similar attacks);
      7. in any manner that harms or may endanger minors or any other person;
      8. in connection with any service, use or purpose where the failure of
         the Services (or any part of it) may endanger the health or life
         of any person or cause damage or loss to any tangible property or
         the environment;
      9. to represent or suggest that the Service Provider endorses any other
         business, product or service unless the Service Provider has
         separately and expressly agreed to do so in writing;
      10. to gain unauthorised access to or use of any computers, data,
          systems, accounts or networks of any person;
      11. in any manner which may impair any other person’s use of the
          Services or use of any other services provided by the Service
          Provider to any other person;
      12. to attempt to circumvent any security controls or mechanisms;
      13. to attempt to circumvent any password or user authentication methods
          of any person;
      14. in
          any manner inconsistent with the Agreement or with the relevant
          user manual or other instructions provided by the Service Provider
          from time to time; or
      15. in any manner which does not comply with the provisions relating to Intellectual Property Rights contained in the Agreement.
   3. Unless otherwise provided in this Agreement or expressly permitted by the
      Service Provider, the Subscriber shall not:
      1. attempt to copy, modify, duplicate, create derivative works from, frame,
         mirror, republish, download, display, transmit, or distribute all
         or any portion of the Application or User Guide or any information
         related to the Services in any form or media or by any means;
      2. attempt to reverse compile, disassemble, reverse engineer, or otherwise
         reduce to human-perceivable form all or any part of the
         Application;
      3. access all or any part of the Application or the Services in order to
         build a product or service which competes with the Application or
         Services;
      4. use the Application or the Services to provide services to third
         parties; or
      5. license, sell, rent, lease, transfer, assign, distribute, display,
         disclose, or otherwise commercially exploit, or otherwise make the
         Application or the Services available to any third party except
         the authorised users.

4. Licence Fees and Billing
   1. Licence Fees:
      The licence fees for the provision of the services under the
      Agreement shall be as agreed between the Parties as set out in the
      Term Sheet and the detailed cost breakdown that may be attached to
      the Term Sheet. Unless otherwise stated in the invoice or otherwise
      agreed between the Parties, the fees shall be exclusive of taxes,
      charges or such other contributions which the Service Provider is
      obliged to withhold under applicable tax laws.
   2. Variation of Fees:
      The Service Provider reserves the right to review, modify or vary
      the subscription fees charged for the Services as set out in the
      Term Sheet or detailed cost breakdown. In the event of such fees
      variation, the Service Provider shall provide one (1) written
      notice to the Subscriber of its intent to vary fees. The notice
      shall state the intended revised fees.
   3. Billing Procedure:
      The Service Provider shall submit an invoice for Services provided
      and the Subscriber shall pay the amount due within fourteen (14)
      days of receipt of the invoice.
   4. Dispute on Invoice:
      Where the Subscriber disputes any of Service Provider’s invoice,
      the Subscriber shall send written notice of such dispute to the
      Service Provider within three (3) Working Days and the Service
      Provider may, upon written notice to the Subscriber, withhold the
      performance of the Services, including, without limitation, access
      to and use of the Application, until the dispute is resolved in
      accordance with the dispute resolution process stated in the
      Agreement.
   5. Interest on Late Payments:
      Any delay in payment past the 14-day payment period following
      receipt of the invoice shall attract an annual interest rate of 2%
      above the Bank of Ghana prime rate as
      of the date such payment became due and payable.

5. Intellectual Property Rights
   1. Unless otherwise provided in the Agreement or agreed between the Parties,
      the Service Provider shall at all times remain the sole and
      exclusive owner of all Intellectual Property Rights in the
      Application or Pre-existing Materials.
   2. Any and all licenses, product warranties or service contracts provided
      by third parties in connection with any software, hardware or other
      software or services provided in the Application shall be delivered
      to the Subscriber for the benefit of the Subscriber.

6. Data Ownership and Proprietary Rights
   1. Data Ownership:
      The Subscriber shall at all times remain the sole and exclusive
      owner of Subscriber Data and shall have the sole responsibility for
      the legality, reliability, integrity, accuracy, and quality of the
      Subscriber Data.
   2. Limited Licence:
      The Service Provider is granted a limited license to Subscriber
      Data for the sole and exclusive purpose of providing the Services,
      including a license to collect, process, store, generate and
      display Subscriber Data only to the extent necessary in the
      provision of the Services or as reasonably requested for in writing
      by the Service Provider.
   3. Use of Subscriber Data:
      The Service Provider shall not use, access, reproduce, publish,
      sell, license, display or exploit (collectively, “Use”) any of
      the Subscriber’s Intellectual Property or proprietary
      information, including service marks, logos, graphics, documents
      and business information and plans that have been authored or
      pre-owned by the Subscriber unless the Subscriber has given its
      prior written approval.
   4. Storage of Subscriber Data:
      The Subscriber Data shall be available to the Subscriber on request
      and in such format as the Subscriber shall reasonably request, up
      to three (3) years after the expiration of the Agreement. After
      that period, all the Subscriber Data shall be expunged from the
      Application by the Service Provider.
   5. Pre-existing Materials:
      The Subscriber acknowledges that, in the course of performing the
      Services, the Service Provider may use the Pre-existing Materials
      and that such materials shall remain the sole and exclusive
      property of the Service Provider.
   6. No Licence:
      Except as otherwise agreed between the Parties or provided in the
      Agreement, no license is granted by either Party to the other with
      respect to the Confidential Information or Pre-existing Materials.
      Nothing in the Agreement shall be construed to grant to either
      Party any ownership or other interest, in the Confidential
      Information or Pre-existing Materials, except as may be provided
      under a license specifically applicable to such Confidential
      Information or Pre-existing Materials.
   7. The provisions of this Clause shall survive the termination or expiry
      of the Agreement.

7. Confidentiality
   
   1. Exchange of Confidential Information:
      The Parties acknowledge that each Party may be exposed to or
      acquire communication or data of the other Party that is
      confidential, privileged communication not intended to be disclosed
      to third parties.
   2. Incorporation of prior Non-Disclosure Agreement:
      Where the Parties have entered into a Mutual Non-disclosure and
      Confidentiality Agreement, the terms of that agreement shall be
      deemed incorporated by reference into the Agreement. Where the term
      of one of either the Agreement or the mutual non-disclosure
      agreement expires before the other, the term of the shorter
      agreement shall automatically extend to coincide with the term of
      the longer agreement in order to give business efficacy to the
      non-disclosure obligations of the Parties.
   3. Non-disclosure of Confidential Information:
      The Parties agree to hold all Confidential Information in strict
      confidence and not to copy, reproduce, sell, transfer, or otherwise
      dispose of, give or disclose such Confidential Information to third
      parties other than employees, agents, or subcontractors of a Party
      who have a need to know in connection with the Agreement or to use
      such Confidential Information for the purposes of providing the
      Services under the Agreement and are bound by a confidentiality
      agreement with the receiving Party. The Parties agree to advise and
      require their respective employees, agents, and subcontractors of
      their obligations to keep all Confidential Information
      confidential.
   4. Cooperation to Prevent Disclosure of Confidential Information:
      Each Party shall use its best efforts to assist the other Party in
      identifying and preventing any unauthorised use or disclosure of
      any Confidential Information. Without limiting the foregoing, each
      Party shall advise the other Party immediately in the event either
      Party learns of or has reason to believe that any person who has
      had access to Confidential Information has violated or intends to
      violate the terms of the Agreement and each Party will cooperate
      with the other Party in seeking injunctive or other equitable
      relief against any such person.
   5. Equitable Relief for Breach:
      The Parties agree and acknowledge that money damages may not be a
      sufficient remedy for any breach of confidentiality and
      non-disclosure obligations under the Agreement and that a
      disclosing Party may be entitled to the granting of equitable
      relief, including, without limitation, injunction and specific
      performance, in the event of any such breach, in addition to all
      other remedies which may be available to such disclosing Party at
      law or in equity.
   6. Return or Deletion of Confidential Information:
      Upon termination or expiry of the Agreement or at any time on
      receipt of a written request from the disclosing Party, the
      receiving Party shall return to the Disclosing Party (and, where it
      is not possible to return, shall delete or destroy) all documents
      and materials containing Confidential Information and shall certify
      to the disclosing Party in writing that it has complied with the
      provisions of this Clause. In the case of the Service Provider,
      this Clause shall not apply to the extent that:
      1. any Confidential Information has been incorporated into any internal
         records or reports of the Service Provider or is contained in any
         electronic, archived or backup files; or
      2. the
         Service Provider is obliged to retain records for the purposes of
         complying with its internal governance procedures or its internal
         document retention policies and procedures or with the
         requirements of any relevant regulatory authority or relevant laws
         or government obligations applicable to the Service Provider,
         provided that to the extent that any Confidential Information is
         so retained, the Service Provider shall continue to be bound by
         the confidentiality and non-disclosure obligations contained in
         the Agreement.
   7. The provisions of this Clause shall survive the termination of the
      Agreement.

8. Data Protection and Information Security
   1. The Service Provider shall be responsible for establishing and
      maintaining a data privacy and information security program,
      including physical, technical, administrative, and organisational
      safeguards, that is designed to: (a) ensure the security and
      confidentiality of the Subscriber Data; (b) protect against any
      anticipated threats or hazards to the security or integrity of the
      Subscriber Data; (c) protect against unauthorised disclosure,
      access to, or use of the Subscriber Data; (d) ensure the proper
      disposal of the Subscriber Data; and, (e) ensure that all
      employees, agents, and subcontractors of the Service Provider, if
      any, comply with all of the foregoing.
   2. The Service Provider shall host all collected data in an encrypted form
      on a secure server maintaining security features and policies for
      safeguarding the security and privacy of Subscriber Data from
      unauthorized access or improper use.
   3. Without limiting the Parties’ non-disclosure and confidentiality
      obligations under the Agreement, both Parties shall comply with all
      applicable data protection legislation.
   4. Where the context applies, and especially where the Subscriber Data
      contains Personal Identifiable Information, the Parties shall
      comply with the applicable data protection laws and regulations in
      the processing of such information. Unless otherwise prohibited by
      the applicable data protection law, the processing by the Receiving
      Party of such information shall only be for the purposes for which
      such information was disclosed. “Processing” as used in this
      section includes collection, alteration, transfer, use, disclosure,
      deletion, or any other such conduct as defined under the applicable
      law or regulation as processing.
   5. The Subscriber shall ensure that it has all necessary appropriate
      consents and notices in place to enable lawful transfer of the
      Subscriber Data (including Personally Identifiable Information) to
      the Service Provider for the duration and purposes of the Agreement
      so that the Service Provider may lawfully use, process and transfer
      the Subscriber Data in accordance with the Agreement on the
      Subscriber’s behalf.

9. Indemnity

1. The Subscriber shall defend, indemnify and hold harmless the Service
   Provider against claims, actions, proceedings, losses, damages,
   expenses and costs (including without limitation, court costs and
   reasonable legal fees) arising out of or in connection with the
   Subscriber’s use of the Services or the Application, provided
   that:
   1. the Subscriber is given prompt notice of any such claim;
   2. the Service Provider provides reasonable co-operation to the Subscriber
      in the defence and settlement of such claim, at the Subscriber’s
      expense; and
   3. where requested, the Subscriber is given sole authority to defend or
      settle the claim.
2. The Service Provider shall, subject to Clause 9.5 below, defend the
   Subscriber against any claim that the Services or the Application
   infringes any copyright, trademark, database right or right of
   confidentiality, and shall indemnify the Subscriber for any amounts
   awarded against the Subscriber in judgment or settlement of such
   claims, provided that:
   1. the Service Provider is given prompt notice of any such claim;
   2. the Subscriber provides reasonable co-operation to the Service Provider
      in the defence and settlement of such claim, at the Service
      Provider’s expense; and
   3. where requested, the Service Provider is given sole authority to defend
      or settle the claim.
3. In the defence or settlement of any claim, the Service Provider may
   procure the right for the Subscriber to continue using the Services,
   replace or modify the Services so that they become non-infringing
   or, if such remedies are not reasonably available, terminate this
   Agreement as soon as possible or, in any event, by providing three
   (3) Working Days’ notice to the Subscriber without any additional
   liability or obligation to pay liquidated damages or other
   additional costs to the Subscriber.
4. In no event shall the Service Provider, its employees, agents, and
   sub-contractors be liable to the Subscriber to the extent that the
   alleged infringement is based on:
   1. a modification of the Services or the Application by anyone other
      than the Service Provider;
   2. the Subscriber’s use of the Services or the Application in a manner
      contrary to the instructions given to the Subscriber by the Service
      Provider; or
   3. the Subscriber’s use of the Services or the Application after notice
      of the alleged or actual infringement from the Service Provider or
      any appropriate authority.
5. The foregoing states the Subscriber’s sole and exclusive rights and
   remedies, and the Service Provider’s entire obligations and
   liability (including that of the Service Provider’s employees and
   sub-contractors) for infringement of any patent, copyright,
   trademark, database right or right of confidentiality.

10. Representations and Warranties
    1. By The Service Provider:
       The Service Provider hereby represents and warrants to the
       Subscriber that:
       1. It has the necessary rights and authority to execute and deliver the
          Services and perform its obligations under the Agreement and to
          grant the rights granted under the Agreement to the Subscriber;
       2. The Services provided by the Service Provider under the Agreement,
          including the Application and all intellectual property provided
          hereunder, are original to the Service Provider or its
          subcontractors or partners;
       3. Throughout the term of the Agreement the Application will conform in all
          material respects to the specifications, functions, descriptions,
          standards, and criteria set forth in the applicable Term Sheet or
          detailed cost breakdown and the User Guide;
       4. It will use its reasonable efforts to ensure that no Viruses are
          introduced into Subscriber’s computing and network environment
          by the Services. Where the Services are misused by any
          unauthorised persons on Service Provider’s end, the Service
          Provider shall inform the Subscriber within three (3) Working Days
          of becoming aware of such misuse. Where the Service Provider
          transfers a Virus to Subscriber through the Services, it shall
          review and agree to reimburse Subscriber on the actual cost which
          the Subscriber can support with evidence as having been incurred
          by the Subscriber to remove or recover from the Virus, including
          the costs of persons employed by Subscriber;
       5. The Application will be maintained to ensure that, where possible, it
          is free of any mechanism which may disable the Application and
          that the Service Provider shall use reasonable efforts to ensure
          that no loss of Subscriber Data will result from such items if
          present in the Application;
       6. The Services will be performed in a professional manner by qualified
          representatives of the Service Provider who are fluent in written
          and spoken English.
       7. The  Service Provider shall comply with all applicable laws and
          regulations in the performance of the Services.
    2. Exceptions:
       
       1. Except as expressly stated in the Agreement, there are no warranties,
          expressed or implied, including, but not limited to, the implied
          warranties of fitness for a particular purpose or of
          merchantability.
       2. The Subscriber acknowledges and agrees that because of the nature of
          Application, information technology systems, telecommunications
          systems and the internet, no representation or warranty is given
          or has been given to the effect that the Application will be
          error-free or will run without interruption, or that every bug,
          virus or deficiency can or will be rectified;
    3. The Service Provider’s warranties and representations are subject to
       the limitations of liability set out in the Agreement and shall not
       apply to the extent that any error in the Services arises as a
       result of:
       1. incorrect operation or use of the Services by the Subscriber, or any the
          Subscriber’s authorised affiliates or authorised users
          (including any failure to follow the User Guide or failure to meet
          minimum specifications);
       2. use of any of the Services other than for the purposes for which it is
          intended;
       3. use of the Application or any aspect of the Services with other
          software or services or on equipment with which it is
          incompatible;
       4. any act by any third party (including hacking or the introduction of
          any virus or malicious code);
       5. any modification of the Services (other than that undertaken by the
          Service Provider or at its direction); or
       6. any breach of the Agreement by the Subscriber (or by any of its
          officers, employees, authorised affiliates or authorised users).
    4. The Subscriber acknowledges that no liability or obligation is accepted
       by the Service Provider (howsoever arising whether under contract,
       tort, in negligence or otherwise) to the effect that:
       1. the Services shall meet the Subscriber’s individual needs, whether
          or not such needs have been communicated to the Service Provider;
       2. the operation of the Services shall not be subject to minor errors or
          defects; or
       3. the
          Services shall be compatible with any other software or service or
          with any hardware or equipment except to the extent expressly
          referred to as compatible in the description.
    5. By The Subscriber:
       The Subscriber hereby represents and warrants to the Service
       Provider that:
       1. The Subscriber shall provide the Service Provider with all necessary
          cooperation and access to all necessary information required for
          the performance of the Services.
       2. The Subscriber shall ensure that its authorised affiliates or
          authorised users use the Application or the Services in accordance
          with the terms of the Agreement and shall be responsible for any
          breach of the Agreement by such authorised affiliates or users.
       3. The Subscriber shall carry out all Subscriber obligations under the
          Agreement.
       4. The Subscriber shall comply with all applicable laws and regulations
          in with respect to its activities under the Agreement.

11. Limitation of Liability

1. This Clause sets out the entire financial liability of the Service
   Provider (including any liability for the acts or omissions of its
   employees and sub-contractors) to the Subscriber in respect of:
   1. any breach of the Agreement;
   2. any use made by the Subscriber of the Services or the Application or
      any part of them; and
   3. any representation, statement or tortious act or omission (including
      negligence) arising under or in connection with the Agreement.
2. Except
   as otherwise expressly stated in the Agreement:
   1. the Subscriber assumes sole responsibility for results obtained from
      the use of the Application or the Services by the Subscriber, and
      for conclusions drawn from such use. The Service Provider shall
      have no liability for any damage caused by errors or omissions in
      any information, instructions or scripts provided to the Service
      Provider by the Subscriber in connection with the Services, or any
      actions taken by the Service Provider at the Subscriber’s
      direction;
   2. all warranties, representations, conditions, and all other terms of any
      kind whatsoever implied by statute or common law are, to the
      fullest extent permitted by applicable law, excluded from the
      Agreement; and
   3. the Application and the Services are provided to the Subscriber on an
      “as is” basis.
3. Notwithstanding the above, nothing in the Agreement excludes either Party’s
   liability for fraud or fraudulent misrepresentation.
4. The limitations of liability in this Clause shall not apply in the case
   of liability of the Subscriber, to liability for:
   1. damages for any breach by the Subscriber of its payment obligations; and
   2. any breach by the Subscriber of its confidentiality and non-disclosure
      obligations or its data protection, privacy, and information security obligations under the Agreement.
5. The limitations of liability in this Clause shall not apply in the case of liability of the Service Provider, to liability for:
   1. any breach of any applicable regulatory requirement by the Service
      Provider which directly or indirectly results in the imposition of
      any fine or sanction on the Subscriber or the Subscriber otherwise
      incurring any liability; or
   2. any breach by the Service Provider or any of its subcontractors of its
      confidentiality and non-disclosure obligations or its data
      protection, privacy, and information security obligations under the
      Agreement.
6. Subject to Clauses 11.2, 11.3 and 11.5 above:
   1. the Service Provider shall not in any circumstances be liable, whether
      in contract, tort (including without limitation for breach of
      statutory duty howsoever arising), misrepresentation (whether
      innocent or negligent) or otherwise for any special, indirect,
      consequential loss, costs, damages, charges, or expenses suffered
      by the other Party; and
   2. the total aggregate liability of the Service Provider, whether in tort,
      contract or otherwise, shall not exceed the annual subscription
      fees paid or payable to the Service Provider within the 12-month
      period immediately preceding the date on which such liability
      arose.
7. The provisions of this Clause shall survive termination or expiry of the
   Agreement.

12. Term and Termination
    1. Term:
       The initial term of the Agreement shall be twelve (12) months, or
       such other period agreed by the Parties in the Term Sheet,
       commencing from the date the Parties sign the Term Sheet.
    2. Automatic Renewal:
       Upon the expiration of the initial term, the Agreement shall
       automatically renew for further periods of twelve (12) months until
       terminated by either Party in accordance with the Agreement.
    3. Termination for Cause:
       Where a party breaches the Agreement, the innocent Party may write
       to the defaulting Party specifying such breach and requesting the
       breach to be cured. Where the breach remains uncured or there are
       no diligent steps towards curing the breach within thirty (30) days
       of the notice to cure, the innocent Party may terminate the
       Agreement.
    4. Termination without Cause:
       Either Party may terminate the Agreement by giving thirty (30)
       days’ written notice to the other Party of such intent to
       terminate.
    5. Accrued Rights and Obligations upon Termination:
       Upon the termination of the Agreement whether with or without
       cause, the Parties shall have the right to enforce all rights or
       obligations that might have accrued prior to the termination. To
       this end, the Subscriber shall pay to the Service Provider all
       amounts due and payable under the Agreement, if any.
       and the Service Provider shall pay to the Subscriber all amounts
       due and payable, including but not limited to, any unused prepaid
       Subscription Fees for the Service that was to be provided after the
       effective date of termination.
    6. Return of Subscriber Data:
       Upon the termination of the Agreement, the Service Provider shall,
       where requested by the Subscriber, within three (3) Working Days of
       receipt of such request and subject to reasonable conditions or
       contingencies (including but not limited to the prior payment of
       any fees due to the Service Provider or such other charges
       necessary), provide the Subscriber with a final extract of the
       Subscriber Data in the format specified by the Subscriber. The
       Service Provider shall certify to the Subscriber the destruction of
       any Subscriber Data within the possession or control of the Service
       Provider. Such destruction shall occur only after the Subscriber
       Data has been returned to the Subscriber. This Section shall
       survive the termination of the Agreement.

13. Force Majeure
    1. “Force Majeure”
       shall mean any unforeseeable, insurmountable or exceptional
       situation or event (such as floods, earthquakes, wars,
       insurrections, pandemics, and other similar events) beyond the
       control of the Parties which prevents either of them from totally
       or partially performing any of their obligations under the
       Agreement and which was not due to error or negligence on their
       part or on the part of a subcontractor and could not have been
       avoided by the exercise of due diligence. Labour disputes, strikes
       or financial problems cannot be invoked as force majeure unless they stem directly from a relevant case of force majeure.
    2. Without prejudice to the provisions above, if either Party is faced with
       force majeure, it shall notify the other Party without delay stating the nature,
       likely duration, and foreseeable effects of the force majeure event.
    3. No Party shall be held in breach of its contractual obligations under
       the Agreement if it has been prevented from performing such
       obligations by reason of force majeure.
       Where a party is unable to perform its contractual obligations owing to force majeure,
       it shall have the right to remuneration only for tasks actually
       executed, where applicable.
    4. The Parties shall take the necessary measures to reduce the damage
       arising from a force majeure event to the best possible minimum.
    5. If the performance by either Party of any of its obligations under the
       Agreement is prevented or delayed by force majeure for
       a continuous period in excess of ninety (90) days, the other Party
       shall be entitled to terminate the Agreement by giving written
       notice to that effect to the Party affected by the force majeure.
    6. The performance of the Agreement shall, unless terminated in accordance
       with the Agreement, resume upon the immediate abatement of the
       force majeure event.

14. Governing Law and Dispute Resolution
    1. The Agreement shall be governed by and shall operate and be construed
       under the laws of the Republic of Ghana.
    2. Any dispute arising out of or in connection with the Agreement shall
       first be amicably settled by the Parties through negotiations.
       Where such attempts at amicable settlement fail, the aggrieved
       Party reserves the right to have the dispute resolved by a court of
       competent jurisdiction.

15. General Provisions
    1. No Agency:
       Nothing in the Agreement shall be construed to make the Parties
       representatives or agents of each other whether before, during, or
       after execution of the Agreement. No party shall make any
       representations to the contrary to a third party. The Agreement is
       not intended to create any employer-employee or agency relationship
       between the Parties. The Parties are independent of each other and,
       for the purposes of the financing arrangement under the Agreement,
       shall operate as independent contractors.
    2. Entirety of Agreement:
       Except where the context admits, the Agreement contains the entire
       understanding between the Parties hereto and the Parties shall not
       rely on any condition, warranty, or representation other than as
       expressly stated in the Agreement.
    3. Superseding Agreement:
       Unless otherwise agreed between the Parties, the Agreement supersedes and
       replaces any other prior agreement between the parties, whether oral or written or implied by them.
    4. Severability:
       The invalidity, unenforceability, or illegality of a provision in the
       Agreement shall not affect the validity, enforceability, or legality of the other provisions in the Agreement.
    5. Modifications and Amendments:
       No modification or amendment of the Term
       Sheet shall be effective unless it is put into writing and agreed upon between
       the parties. However, the Subscriber reserves the right to amend and modify the provisions of these Standard Terms and Conditions where necessary.
    6. Delay in Enforcement:
       No failure or delay by either party in exercising any right, power or
       privilege provided in the Agreement shall operate as a waiver. A
       single or partial exercise of such right, power, or privilege shall
       not prevent the Party from further exercise of them or of any other
       right, power, or privilege provided for in the Agreement.
    7. Assignment:
       The Service Provider may transfer or assign its rights and
       obligations under the Agreement to another organisation, provided
       such will not affect the rights of the Subscriber or the Service
       Provider’s obligations under the Agreement. The Subscriber may
       only transfer its rights or its obligations under the Agreement to
       another person or entity upon the prior written approval of the
       Service Provider.
    8. No Third-party Beneficiaries:
       Except where the context admits, the Agreement is not intended to,
       nor shall it create any rights, claims, or benefits enforceable by
       any person who is not a party to the Agreement. No consent of
       any person who is not a party to the Agreement shall be required to
       amend any term of the Agreement or release, settle or compromise
       any liability under it.
    9. Counterparts:
       The Agreement may be signed in one or more counterparts, each of
       which will be deemed an original but all which, when taken
       together, shall constitute one and the same document. Signatures
       provided by electronic means shall create a valid and binding
       obligation on the part of the signing Party with the same force and
       effect as if such signatures were an original thereof.