SMARTATTEND INTEGRATOR TERMS & CONDITIONS

Effective Date: September 15, 2026

These Terms & Conditions (“Terms”) govern the appointment and engagement of an independent technology, hardware, installation or integration service provider (“Integrator”) by Pahappa Limited (“Pahappa”) in connection with Pahappa SmartAttend and related services. They are intended to operate together with the signed Integrator Signup & Appointment Form and any written Work Order, Statement of Work or Service Request issued under these Terms.

1. Definitions and Interpretation

• “Applicable Law”: all applicable laws, regulations, directives, standards and lawful regulatory requirements in Uganda and, where relevant, any other jurisdiction applicable to the Services.
• “Client”: a customer of Pahappa for whom the Integrator performs approved services.
• “Client Data”: personal data, attendance records, biometric information, credentials, configuration information and other information relating to a Client or its users that the Integrator accesses or processes in performing the Services.
• “Confidential Information”: non-public information disclosed by or on behalf of either party, including software, credentials, security information, business information, pricing, technical documentation, Client information and personal data.
• “Integrator”: the entity identified in the Signup & Appointment Form and accepted by Pahappa under these Terms.
• “Personal Data”: personal data as defined under applicable Ugandan data protection law.
• “Services”: the installation, configuration, integration, commissioning, maintenance, technical support and other services specifically authorised by Pahappa.
• “SmartAttend”: Pahappa’s SmartAttend platform, software, APIs, dashboards, configurations and related technology.
• “Work Order”: a written or electronic instruction issued by Pahappa describing a specific assignment, Client, site, deliverables, equipment, timeline, charges and acceptance requirements.

2. Appointment and Relationship

• Pahappa may appoint the Integrator on a non-exclusive, assignment-by-assignment basis or for a specified period to perform approved Services.
• The Integrator is an independent contractor and is not an employee, agent, partner, joint venture or representative of Pahappa except to the limited extent expressly authorised in writing.
• The Integrator shall not make commitments, representations, warranties, price quotations or contractual promises on behalf of Pahappa unless Pahappa has expressly authorised them in writing.
• The Integrator shall not bind Pahappa to a Client, supplier or third party and shall not hold itself out as having authority to do so.

3. Scope of Services

• Services may include site assessment, device supply where expressly agreed, installation, mounting, wiring, network configuration, biometric-device configuration, API or system integration where expressly agreed, testing, commissioning, user support, troubleshooting, maintenance and approved technical training.
• Supported attendance devices may include compatible biometric facial-recognition, fingerprint or RFID terminals, including compatible biometric devices, subject to the specific Work Order and technical compatibility.
• Only the Services expressly authorised by Pahappa shall be performed. Any additional work requires written approval before it is undertaken.
• Each Work Order may specify the site, equipment, quantities, deliverables, implementation dates, acceptance criteria, charges, response times and any special security requirements.

4. Client Engagement and Communications

• The Integrator shall communicate with the Client only within the scope and communication channels authorised by Pahappa.
• Unless Pahappa expressly authorises otherwise, commercial negotiations, pricing, contractual amendments, renewal discussions, refunds, credits and legal commitments with the Client remain the responsibility of Pahappa.
• The Integrator shall promptly refer material Client complaints, security concerns, service failures, scope changes and requests for additional work to Pahappa.
• The Integrator shall not collect payments from a Client on Pahappa’s behalf unless Pahappa gives specific written authority.

5. Implementation, Installation and Acceptance

• The Integrator shall perform installation and integration professionally, safely and in accordance with Pahappa’s technical instructions, the applicable manufacturer documentation and the Work Order.
• Before commissioning, the Integrator shall verify connectivity, device configuration, synchronisation, data transmission and other agreed acceptance criteria.
• The Integrator shall provide installation records, serial numbers, configuration details, test results and other completion evidence reasonably requested by Pahappa.
• An installation is accepted when Pahappa confirms acceptance in writing or when the system has passed the agreed acceptance tests and no material unresolved defect remains.

6. Hardware, Equipment and Site Responsibilities

• Where equipment is supplied by Pahappa, the Integrator shall safeguard it from receipt until handover or installation and shall not alter, replace, resell or transfer it without authorisation.
• The Integrator shall use suitable tools, qualified personnel and safe installation practices and shall comply with site rules and occupational health and safety requirements.
• Where power, internet, mounting infrastructure or other site conditions are required, the Integrator shall verify and report deficiencies before installation where reasonably practicable.
• Damage caused by the Integrator’s negligence, misuse or unauthorised modification may be charged to the Integrator, subject to evidence and applicable law.

7. Personnel and Subcontracting

• The Integrator shall deploy competent, appropriately trained and, where required, vetted personnel.
• Only personnel approved or authorised for the relevant assignment may access Client premises, systems or Client Data.
• The Integrator shall not subcontract material Services or permit another person to access Client Data without Pahappa’s prior written approval.
• The Integrator remains responsible for the acts and omissions of its personnel and approved subcontractors.

8. Data Protection and Privacy

• To the extent the Integrator processes Personal Data on Pahappa’s or a Client’s behalf, it shall act only on documented instructions and only for the authorised Services.
• The Integrator shall maintain confidentiality and appropriate technical and organisational safeguards against unlawful access, accidental loss, destruction, alteration, disclosure or unauthorised processing.
• The Integrator shall process only the minimum Personal Data necessary for the authorised task and shall not copy, download, retain, sell, disclose or use Client Data for its own purposes.
• The Integrator shall comply with the Uganda Data Protection and Privacy Act, 2019 and applicable regulations, including requirements relating to processor security, confidentiality, authorised processing, retention and deletion.
• Where the Integrator uses systems or infrastructure outside Uganda to process or store Personal Data, it shall not do so without Pahappa’s prior written approval and shall support compliance with applicable cross-border transfer requirements.
• The Integrator shall cooperate with Pahappa in responding to data-subject requests, regulatory enquiries, audits, security investigations and legally required notifications.

9. Children’s Data and Biometric Information

• Where the Services involve schools, students, parents, guardians or other children, the Integrator shall treat all related information as highly confidential and shall process it only for the authorised attendance, identification, security or integration purpose.
• The Integrator shall not independently determine the purposes of processing children’s data or biometric information and shall not reuse biometric templates, photographs, identifiers or attendance information.
• The Integrator shall follow Pahappa’s approved procedures for collection, device enrolment, transfer, storage, troubleshooting and deletion of biometric information.

10. Security Requirements

• The Integrator shall use secure credentials, strong authentication and approved access methods and shall never share passwords, API keys, tokens or administrative credentials.
• Remote access to SmartAttend or Client systems shall be authorised, limited to the required period and disabled when no longer needed.
• The Integrator shall not install unauthorised software, create undocumented accounts, bypass security controls, alter logs, disable security features or connect unapproved devices to production systems.
• The Integrator shall promptly apply or support security updates where Pahappa instructs it to do so and shall report known vulnerabilities affecting the Services.

11. Security Incidents and Data Breaches

• The Integrator shall notify Pahappa immediately and in any event within 24 hours after becoming aware of any actual or reasonably suspected unauthorised access, disclosure, loss, compromise, malware event, credential compromise or other security incident affecting SmartAttend, Client systems or Client Data.
• The Integrator shall preserve relevant evidence, cooperate with investigation and remediation, and shall not notify a Client, regulator or data subject about the incident on Pahappa’s behalf unless legally required or expressly authorised by Pahappa.
• Nothing in these Terms prevents either party from making a notification required by law.

12. Confidentiality

• Each party shall keep the other party’s Confidential Information confidential and use it only for performing or receiving the Services.
• Confidential Information shall not be disclosed except to personnel who need to know it and are bound by confidentiality obligations, or where disclosure is required by law.
• Confidentiality obligations survive termination for five years, while trade secrets, Personal Data and information protected by law remain protected for so long as required by law or their confidential nature continues.

13. Intellectual Property

• Pahappa retains all rights in SmartAttend, its software, source code, APIs, documentation, configurations, trademarks, methodologies and pre-existing materials.
• The Integrator receives only the limited, non-exclusive, non-transferable right to use Pahappa materials strictly to perform authorised Services.
• The Integrator shall not copy, reverse engineer, decompile, modify, licence, sell, publish or distribute SmartAttend or Pahappa proprietary materials except as expressly authorised.
• Unless a Work Order states otherwise, all project-specific configurations, integration scripts and deliverables created specifically for SmartAttend and paid for by Pahappa shall be delivered to Pahappa with sufficient rights for Pahappa to use and maintain them.

14. Client and Pahappa Information

• The Integrator shall not use Client names, logos, photographs, screenshots, system information or deployment details for marketing, publicity, case studies or social-media content without Pahappa’s prior written approval and, where necessary, the Client’s approval.
• The Integrator shall not contact a Pahappa Client for unrelated commercial purposes using contact information obtained through the engagement.

15. Fees, Invoicing and Taxes

• Integrator fees shall be those stated in the applicable signup form or otherwise agreed in writing.
• The Integrator shall invoice Pahappa in the agreed format and provide reasonable supporting documentation for completed Services.
• Unless expressly agreed otherwise, the Integrator is responsible for its own taxes, personnel costs, transport, tools and operating expenses.
• Pahappa may withhold amounts required by law and may dispute or withhold genuinely contested amounts pending resolution.

16. Warranties and Service Standards

• The Integrator warrants that Services will be performed with reasonable skill, care and diligence by competent personnel and in accordance with the Work Order.
• The Integrator shall promptly correct defects attributable to its workmanship or non-conforming Services at no additional charge within the applicable correction period stated in the signup form.
• Equipment warranties remain subject to the applicable manufacturer terms unless Pahappa expressly provides a separate warranty.

17. Records, Audit and Cooperation

• The Integrator shall maintain accurate records relating to installations, configurations, access, incidents, maintenance and completion evidence for the period reasonably required by Pahappa and Applicable Law.
• Pahappa may, on reasonable notice, verify compliance with these Terms, including security and data-protection obligations, provided that audits are proportionate and do not unreasonably disrupt the Integrator’s business.
• The Integrator shall reasonably cooperate with Pahappa’s ISO/ISMS, security, privacy, Client and regulatory requirements relevant to the Services.

18. Insurance and Risk

• Where required by the Work Order or the nature of the Services, the Integrator shall maintain appropriate insurance for its personnel, equipment, public liability, professional risks and other foreseeable risks.
• The Integrator remains responsible for its personnel, tools and equipment until handover, except to the extent loss is caused by Pahappa or the Client.

19. Indemnity

• To the extent permitted by law, the Integrator shall indemnify Pahappa against direct losses, claims, penalties, reasonable costs and expenses arising from the Integrator’s material breach of these Terms, negligence, wilful misconduct, unauthorised disclosure or processing of Personal Data, infringement caused by Integrator-created materials, or damage to Client property caused by the Integrator or its personnel.

20. Limitation of Liability

• Except to the extent arising from fraud, wilful misconduct, gross negligence, breach of confidentiality, or any liability that cannot lawfully be limited, neither Party’s aggregate liability arising out of or in connection with a Work Order shall exceed the total amount actually paid or payable to the relevant Party under the specific Work Order giving rise to the liability.

21. Term and Termination

• These Terms commence on the Effective Date and continue until terminated in accordance with this section.
• Either party may terminate these Terms for convenience by giving 30 days’ written notice, subject to completion or orderly transition of active Work Orders unless otherwise agreed.
• Either party may terminate immediately for a material breach that is incapable of remedy or is not remedied within 14 days after written notice, insolvency, unlawful conduct, serious security breach or conduct reasonably likely to cause material harm to the other party or a Client.
• Pahappa may suspend an assignment immediately where necessary to protect a Client, Personal Data, SmartAttend or information-security environment.

22. Exit, Return and Deletion

• On completion or termination of an assignment, the Integrator shall return Pahappa and Client equipment, credentials, documents and materials as instructed.
• The Integrator shall stop processing Client Data and securely delete or return copies when instructed by Pahappa, unless retention is required by law.
• Upon request, the Integrator shall provide written confirmation of return or deletion.

23. Non-Circumvention and Client Protection

• During the engagement and for 12 months after the last active Work Order, the Integrator shall not knowingly bypass Pahappa to contract directly with a Pahappa Client for substantially the same SmartAttend implementation or integration opportunity introduced through Pahappa, unless Pahappa gives written consent. This clause does not prevent the Integrator from serving a Client under an independent pre-existing relationship that can be demonstrated by written records.

24. Compliance, Ethics and Anti-Bribery

• The Integrator shall comply with Applicable Law and Pahappa’s reasonable security, privacy, anti-bribery and site-access requirements notified to it.
• The Integrator shall not offer, request or accept an improper payment, gift, commission or advantage to secure work, access or preferential treatment.

25. Force Majeure

• Neither party is liable for delay caused by events beyond its reasonable control, provided it promptly notifies the other party and takes reasonable steps to mitigate the effects. Payment obligations for Services already performed are not excused.

26. Notices

• Formal notices shall be sent to the addresses and email contacts stated in the Signup Form or subsequently notified in writing. Electronic communications may be used where the parties can reasonably identify the sender and preserve the communication.

27. Electronic Acceptance and Records

• The parties may sign these Terms, the Signup & Appointment Form and Work Orders electronically where legally permissible. Uganda law recognises electronic contracts and electronic signatures subject to applicable requirements.

28. Assignment and Subcontracting

• The Integrator shall not assign this Agreement or transfer a material obligation without Pahappa’s prior written consent. Pahappa may assign these Terms to an affiliate or successor in connection with a reorganisation, merger, sale or transfer of substantially all relevant business assets.

29. Dispute Resolution

• The parties shall first attempt in good faith to resolve disputes through their designated managers. If unresolved within 30 business days, either party may refer the dispute to mediation or the competent courts of Uganda. Nothing prevents a party from seeking urgent interim relief.

30. Governing Law

• These Terms and all Work Orders are governed by the laws of Uganda, and the competent courts of Uganda shall have jurisdiction, subject to the dispute-resolution process above.

31. General

• If any provision is held invalid or unenforceable, the remaining provisions remain effective and the parties shall replace the affected provision with a lawful provision that most closely reflects its intended effect.
• No failure or delay in exercising a right constitutes a waiver.
• These Terms, the signed Signup & Appointment Form and applicable Work Orders constitute the agreement between the parties concerning the Integrator Services and supersede inconsistent prior discussions on the same subject.
• In the event of conflict, a signed Work Order prevails only for the specific commercial or operational matter it expressly addresses; these Terms prevail for legal, confidentiality, data protection, intellectual-property and security matters unless the Work Order expressly states otherwise.
• Amendments to these Terms must be in writing and accepted by authorised representatives of both parties.

32. Contact Details

Pahappa Limited

Plot 41 Factory Road, Ntinda, Kampala, Uganda

Email: [email protected] Telephone: +256788200916 | +256707811116

33. Execution

By signing below, each party confirms that it has authority to enter into these Terms and agrees to be bound by them.