Effective Date: September 15, 2026

These Terms and Conditions govern access to and use of Pahappa SmartAttend and constitute the principal legal terms applicable to the Services.

1. DEFINITIONS AND INTERPRETATION

  • “Applicable Law” means all laws, regulations, directives, codes, regulatory requirements and lawful orders applicable to the Services or either party.
  • “Client” means the entity identified in the Client Signup Form.
  • “Pahappa”, “we”, “us” or “our” means Pahappa Limited.
  • “SmartAttend” means the Pahappa SmartAttend software platform, applications, interfaces, dashboards, integrations, devices and related services.
  • “Client Data” means all data supplied by or for the Client or generated through the Client’s use of SmartAttend, excluding Pahappa’s proprietary system data.
  • “Personal Data” and “Data Subject” have the meanings given under Applicable Law.
  • “User” means a person authorised by the Client to access SmartAttend.
  • “Subscription Period” means the period specified in the Client Signup Form.
  • “Service Provider” includes Pahappa personnel, contractors, hosting providers, telecommunications providers, technology providers and other persons engaged to deliver the Services.
  • Headings are for convenience and do not affect interpretation.

 

2. CONTRACT FORMATION, SCOPE AND ORDER OF PRECEDENCE

  • These Terms, the completed Client Signup Form and any written commercial schedule, quotation or service order expressly incorporated by reference constitute the agreement between Pahappa and the Client.
  • The Client accepts the agreement by signing or electronically accepting the Signup Form, paying applicable charges, or activating or using SmartAttend, whichever occurs first, and represents that the person accepting the agreement is authorised to bind the Client.
  • If there is a conflict, the Client Signup Form prevails only on Client-specific commercial information, while these Terms govern all legal, operational, security, privacy and service matters unless an expressly signed written agreement states otherwise.

 

3. SERVICES

  • Pahappa shall provide the SmartAttend services activated for the Client, which may include attendance management, biometric and other compatible device integration, clock-in/clock-out capture, dashboards, reports, user and role management, parent/guardian or other authorised notifications, SMS functionality, digital records, cloud hosting, backups, software maintenance, security updates, training, technical support, integrations and related functionality.
  • Features may be enabled, modified, replaced or discontinued where reasonably necessary for security, legal, technical or operational reasons, provided Pahappa will use reasonable efforts not to materially reduce the core service during a paid Subscription Period.

 

4. IMPLEMENTATION, CONFIGURATION AND ACCEPTANCE

  • The Client shall provide accurate information, authorised records, suitable access to premises and personnel, and reasonable cooperation required for implementation, configuration, testing, training and support.
  • Pahappa may use authorised personnel and Service Providers to perform implementation.
  • A service or device shall be deemed accepted when placed into operational use or when the Client does not notify Pahappa of a material implementation defect within seven (7) days after deployment, except for latent defects or matters attributable to third parties.

 

5. HARDWARE, DEVICES AND CLIENT PREMISES

  • Where devices or equipment are supplied, the applicable charges, quantities, specifications and ownership arrangements shall be stated in the Signup Form or applicable written commercial document.
  • The Client shall provide suitable power, connectivity, physical security, access and environmental conditions and shall not alter, relocate, tamper with or permit unauthorised persons to interfere with installed equipment.
  • Manufacturer warranties apply to supplied equipment to the extent available, and repairs, replacements or relocation caused by misuse, negligence, unauthorised modification or unsuitable conditions may be chargeable.

 

6. FEES, TAXES, BILLING AND SUSPENSION

  • The Client shall pay all applicable setup, device, subscription, SMS, integration, support, development and other charges stated in the Signup Form or otherwise agreed in writing.
  • Unless expressly stated otherwise, fees exclude applicable taxes and statutory charges; invoices shall be paid by the stated due date, and Pahappa may charge lawful interest or suspend affected Services after reasonable notice where undisputed amounts remain overdue.
  • Payments already made for Services or resources consumed are non-refundable except where required by law or expressly agreed in writing.

 

7. CLIENT RESPONSIBILITIES

  • The Client shall use SmartAttend lawfully and responsibly; maintain accurate Client Data; ensure lawful collection, use and disclosure of data; maintain required notices, consents and authorisations; appoint authorised Users; protect passwords and access credentials; promptly disable departed or unauthorised Users; review records and alerts; maintain appropriate internal policies and controls; provide required connectivity, power and site access; cooperate with support and security investigations; and promptly notify Pahappa of material errors, suspected unauthorised access, security incidents or misuse.

 

8. DATA PROTECTION AND PRIVACY

  • Each party shall comply with Applicable Law relating to privacy and data protection.
  • To the extent Pahappa processes Personal Data on the Client’s documented instructions for provision of SmartAttend, the Client shall act as the data controller and Pahappa as data processor, unless the parties’ actual roles under Applicable Law require otherwise.
  • Pahappa shall process Client Personal Data only for authorised purposes, maintain appropriate confidentiality and technical and organisational safeguards, assist the Client reasonably with data subject requests and compliance obligations, maintain records reasonably necessary to demonstrate compliance, and ensure that persons authorised to process the data are bound by confidentiality obligations.
  • The Client remains responsible for identifying the lawful basis for processing and providing required notices and obtaining required consents, particularly where the Services involve children, biometric information, health information, financial information or other protected data.

 

9. CHILDREN’S DATA, BIOMETRICS AND HIGH-RISK PROCESSING

  • Where SmartAttend processes information relating to children or biometric or other sensitive Personal Data, the Client shall ensure that all legally required parental, guardian, data subject or other authorisations, notices and safeguards are in place before the information is collected or submitted.
  • The parties shall cooperate on any data protection impact assessment, risk assessment or regulatory requirement applicable to high-risk processing.
  • Pahappa shall not knowingly use such data for unrelated commercial purposes except where authorised by the Client, required by law, or otherwise permitted by Applicable Law.

 

10. DATA PROCESSING INSTRUCTIONS AND SUB-PROCESSORS

  • The Client authorises Pahappa to process Client Data as necessary to provide, secure, maintain, improve and support SmartAttend and to comply with lawful obligations.
  • Pahappa may appoint local and international Service Providers and sub-processors, including cloud hosting, SMS, telecommunications, infrastructure, analytics, support and technology providers, where reasonably necessary for the Services, provided Pahappa remains responsible for the processing it delegates to them and imposes appropriate confidentiality, security and data protection obligations. Pahappa may replace or add Service Providers where reasonably necessary, subject to Applicable Law and appropriate safeguards.

 

11. INTERNATIONAL PROCESSING AND CROSS-BORDER TRANSFERS

  • Where Client Personal Data is processed, accessed or stored outside Uganda, Pahappa shall implement the safeguards required by Applicable Law, including requirements applicable to processing or storage outside Uganda.
  • The Client authorises such processing where the required legal conditions are satisfied and shall cooperate where additional consent, notice, transfer documentation or other lawful mechanism is required.

 

12. DATA SECURITY

  • Pahappa shall maintain reasonable and risk-appropriate technical and organisational measures designed to protect Client Data against unauthorised access, disclosure, alteration, destruction, loss or misuse, which may include encryption in transit and at rest, access controls, authentication measures, audit logs, monitoring, vulnerability management, backups, disaster recovery and secure disposal.
  • No security measure can guarantee absolute security, and the Client shall implement appropriate controls over its own premises, devices, Users, credentials, networks and information.

 

13. SECURITY INCIDENTS AND DATA BREACHES

  • Each party shall promptly notify the other of a confirmed or reasonably suspected security incident materially affecting Client Data or SmartAttend and shall cooperate in containment, investigation, remediation, evidence preservation and legally required notifications.
  • Pahappa shall notify the Client without undue delay and, where reasonably practicable, within twenty-four (24) hours after becoming aware of a confirmed incident affecting Client Personal Data under its control, unless prohibited by law or where a different period is required by a competent authority.
  • The Client remains responsible for notifications legally assigned to the data controller, while Pahappa shall provide reasonable assistance.

 

14. DATA SUBJECT RIGHTS AND CLIENT ASSISTANCE

  • The Client shall manage and respond to data subject requests concerning Client Personal Data and shall submit appropriate requests to Pahappa where assistance is required.
  • Pahappa shall, to the extent reasonably practicable and subject to security, legal and technical limitations, assist with access, correction, deletion, restriction, objection, portability or other rights recognised under Applicable Law and shall not disclose Client Personal Data to a data subject except as authorised by the Client or required by law.

 

15. DATA RETENTION, RETURN, DELETION AND BACKUPS

  • Client Data shall not be retained by Pahappa longer than reasonably necessary for the Services, a lawful purpose, contractual obligations, dispute resolution, security, legal compliance or legitimate operational requirements.
  • Following termination or expiry, Pahappa shall provide a reasonable opportunity for the Client to retrieve available Client Data, subject to payment of outstanding amounts and technical feasibility, after which Pahappa may delete or de-identify the data in accordance with its retention schedule and backup cycles, except where retention is required or permitted by law.
  • Deletion shall be performed using reasonable measures designed to prevent reconstruction in intelligible form; backup copies may remain temporarily until overwritten in the ordinary backup cycle and shall remain protected during that period.

 

16. CONFIDENTIALITY

  • Each party shall protect the other party’s Confidential Information using at least reasonable care, use it only for purposes connected with the Services or agreement, and disclose it only to persons who need to know it and are bound by appropriate confidentiality obligations or where disclosure is required by law.
  • Confidential Information excludes information that is public without breach, lawfully known without restriction, independently developed, or lawfully received from a third party without confidentiality obligation.
  • These obligations survive termination for five (5) years, while Personal Data, trade secrets and information that remains confidential by nature shall remain protected for as long as required by law or while it retains its confidential character.

 

17. INTELLECTUAL PROPERTY

  • Pahappa and its licensors retain all rights in SmartAttend, its software, source code, object code, interfaces, databases, designs, documentation, methodologies, know-how, configurations, improvements and related intellectual property, except third-party rights.
  • The Client retains its rights in Client Data and grants Pahappa only the rights necessary to provide the Services.
  • No ownership, source-code licence or other intellectual property right is transferred to the Client except the limited right to use SmartAttend during the Subscription Period.

 

18. SOFTWARE LICENCE AND RESTRICTIONS

  • Subject to payment and compliance with these Terms, Pahappa grants the Client a limited, non-exclusive, non-transferable, revocable right during the Subscription Period to access and use SmartAttend for the Client’s internal operations.
  • The Client shall not copy, reverse engineer, decompile, modify, scrape, resell, sublicense, lease, distribute, circumvent security controls, create competing products from SmartAttend, or permit unauthorised access, except to the extent a restriction is prohibited by law.

 

19. THIRD-PARTY SERVICES AND SMS

  • SmartAttend may depend on telecommunications networks, SMS gateways, cloud infrastructure, device manufacturers, internet providers and other third parties.
  • Pahappa shall use reasonable care in selecting and managing such providers but is not responsible for failures, delays, filtering, outages or changes caused by third-party networks or infrastructure outside its reasonable control.
  • SMS delivery is not guaranteed where a message has been accepted for processing but is delayed, rejected or affected by a telecommunications provider or recipient network.

 

20. SUPPORT, MAINTENANCE, UPDATES AND SERVICE LEVELS

  • Pahappa shall provide reasonable technical support, maintenance, bug fixes, security updates and service improvements for supported SmartAttend components. Support channels and any specific response targets may be communicated by Pahappa or stated in the Signup Form or applicable service schedule.
  • Planned maintenance, emergency maintenance, third-party failures, Client systems, internet or power failure, device faults outside Pahappa’s control, misuse, force majeure and other excluded events shall not constitute a service breach.
  • Pahappa may update the platform where reasonably necessary for security, compatibility, performance or legal compliance.

 

21. AVAILABILITY, BACKUPS AND BUSINESS CONTINUITY

  • Pahappa shall maintain commercially reasonable availability, backup and recovery arrangements appropriate to the Services, including routine backups and disaster-recovery measures.
  • Backups are intended to support recovery and do not constitute a substitute for the Client maintaining its own legally required records.
  • Pahappa does not guarantee zero data loss or uninterrupted service.

 

22. ACCEPTABLE USE, SECURITY AND AUDIT TRAILS

  • The Client shall not use SmartAttend for unlawful, fraudulent, discriminatory, abusive or harmful activities or to upload malicious code or content that compromises the platform.
  • Pahappa may monitor system activity, maintain audit logs and investigate misuse for security, support, compliance and operational purposes.
  • The Client shall cooperate with reasonable security reviews and shall not interfere with logging, monitoring or security controls.

 

23. AUDIT AND REGULATORY COOPERATION

  • Subject to confidentiality, security and protection of other clients’ information, Pahappa shall provide reasonable information demonstrating compliance with its obligations under these Terms and shall cooperate with lawful regulatory requests relating to the Services.
  • Any Client audit shall be reasonable, proportionate, conducted on prior written notice and in a manner that does not compromise Pahappa’s systems, security or obligations to other clients.

 

24. WARRANTIES

  • Each party warrants that it has authority to enter into the agreement and will comply with Applicable Law in performing its obligations. Pahappa warrants that it shall provide the Services with reasonable care and skill.
  • Except for express warranties stated in these Terms, SmartAttend is provided on an ‘as available’ basis and Pahappa does not warrant that every feature will be uninterrupted, error-free, continuously available or immune from third-party failures.

 

25. DISCLAIMER OF CLIENT-SIDE RESPONSIBILITIES

  • SmartAttend is a technology and management tool and does not replace the Client’s legal, educational, safeguarding, disciplinary, attendance, security, employment, child-protection or administrative responsibilities.
  • The Client remains responsible for decisions made using SmartAttend, verification of important records, lawful use of alerts and reports, and maintaining alternative procedures where required for operational continuity.

 

26. INDEMNITY

  • The Client shall indemnify and hold harmless Pahappa and its personnel from third-party claims, losses, penalties, costs and reasonable legal expenses arising from the Client’s unlawful collection or submission of Personal Data, misuse of SmartAttend, breach of these Terms, infringement of third-party rights through Client Data, or acts of the Client’s Users.
  • Pahappa shall indemnify the Client against direct third-party claims arising from Pahappa’s material breach, negligence, wilful misconduct or infringement of third-party intellectual property rights in the Services, subject to the exclusions and liability limitations in these Terms.

 

27. LIMITATION OF LIABILITY

  • To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, punitive or consequential loss, loss of profit, revenue, goodwill or anticipated savings arising from the agreement. Subject to liabilities that cannot lawfully be limited, each party’s aggregate liability arising from the agreement shall not exceed the total fees paid or payable by the Client to Pahappa for the Services during the twelve (12) months preceding the event giving rise to the claim.
  • Nothing in these Terms excludes liability for fraud, wilful misconduct or other liability that Applicable Law prohibits the parties from excluding.

 

28.          INSURANCE

  • Each party shall maintain insurance or other financial arrangements reasonably appropriate to its obligations and risks under the Services where commercially and legally appropriate. Nothing in this clause requires a party to maintain insurance that is unavailable on reasonable commercial terms.

 

29. TERM, RENEWAL AND TERMINATION

  • The agreement begins on the Effective Date and continues for the Subscription Period and any renewal stated in the Signup Form.
  • Either party may terminate for material breach that remains unremedied after reasonable written notice, insolvency where lawful, or circumstances making continued performance unlawful.
  • Pahappa may suspend or terminate access for serious security threats, unlawful use or persistent non-payment after reasonable notice, subject to Applicable Law.

 

30. EFFECT OF TERMINATION AND EXIT

  • Upon termination or expiry, the Client shall cease using SmartAttend and pay all amounts accrued up to the termination date.
  • Subject to payment and technical feasibility, Pahappa shall provide reasonable assistance for Client Data export during the applicable transition period.
  • Pahappa may then delete or de-identify Client Data in accordance with its retention obligations, except for information it is required or permitted to retain by law, for legitimate legal claims, security records or backup-cycle requirements.

 

31. CHANGES TO SERVICES AND TERMS

  • Pahappa may update SmartAttend and these Terms to reflect changes in law, security, technology, business operations or Services.
  • Material changes shall be published or communicated through reasonable means.
  • A material change that substantially reduces a Client’s contractual rights during a paid Subscription Period shall not take effect against that Client until reasonable notice has been given, except where immediate change is required for security, law or regulatory compliance.

 

32. PERSONAL DATA AND MARKETING

  • Pahappa shall not use, disclose or otherwise process Client Personal Data for direct marketing or any purpose unrelated to the Services, except where such use or processing is permitted by applicable law and supported by the required lawful basis or consent.
  • Notwithstanding Clause 32.1, each Party may use the other Party’s name, logo, trademark and general service relationship in its marketing materials, proposals, tenders, client lists, websites and official social media channels for the limited purpose of identifying the other Party as a client, customer or business partner and demonstrating the use or adoption of its services, provided that such use is truthful, accurate, non-misleading, does not disclose Personal Data or Confidential Information, and does not imply endorsement, sponsorship or any relationship beyond that which exists between the Parties.

 

33. RECORDS, EVIDENCE AND ELECTRONIC COMMUNICATIONS

  • The parties may communicate, issue notices, accept orders and execute the agreement electronically. Electronic records, electronic signatures, acknowledgements, system logs and other reliable electronic evidence may be used to demonstrate acceptance, transactions, access, instructions and performance to the extent permitted by Applicable Law.

 

34. NOTICES

  • Formal notices shall be sent to the physical or electronic contact details stated in the Signup Form or subsequently notified in writing.
  • Each party shall keep its contact, billing and authorised-user information current.
  • A notice is deemed received when delivered to the designated physical address, when acknowledged by the recipient, or, for email, when transmitted without a delivery failure notification, subject to evidence to the contrary.

 

35. ASSIGNMENT AND SUBCONTRACTING

  • The Client shall not assign the agreement without Pahappa’s prior written consent except where permitted by law.
  • Pahappa may assign or transfer the agreement to an affiliate, successor, purchaser of the relevant business or other entity acquiring the relevant Services, provided the Client’s material rights are not unlawfully prejudiced.
  • Pahappa may subcontract elements of the Services to Service Providers while remaining responsible for its contractual obligations.

 

36. FORCE MAJEURE

  • Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, epidemic or pandemic events, war, civil unrest, government action, telecommunications or internet failures, power failures, cyberattacks, strikes, supplier failures or other events that could not reasonably have been prevented or overcome.
  • The affected party shall take reasonable steps to mitigate the effects and resume performance.

 

37. DISPUTE RESOLUTION

  • The parties shall first attempt in good faith to resolve disputes through operational and management-level discussions.
  • If a dispute remains unresolved, either party may seek mediation or pursue any lawful remedy before a competent court or tribunal in Kampala, Uganda.
  • Nothing prevents either party from seeking urgent interim or protective relief where necessary.

 

38. GOVERNING LAW AND JURISDICTION

  • The agreement shall be governed by and construed in accordance with the laws of the Republic of Uganda, and the courts and competent tribunals of Uganda shall have jurisdiction, subject to any mandatory jurisdiction imposed by Applicable Law.

 

39. COMPLIANCE WITH LAWS AND REGULATORY REQUIREMENTS

  • Each party shall comply with Applicable Law relevant to its performance, including laws relating to data protection and privacy, electronic transactions and communications, intellectual property, taxation, employment and labour, anti-bribery and anti-corruption, cybercrime, child protection, consumer protection where applicable, and lawful regulatory or governmental requirements.

 

40. ANTI-BRIBERY AND ETHICAL CONDUCT

  • Neither party shall offer, solicit, pay or accept an improper payment, bribe, kickback or other unlawful advantage in connection with SmartAttend. Each party shall comply with Applicable Law relating to anti-bribery, fraud, corruption and ethical business conduct and shall promptly report credible concerns relating to such conduct.

 

41. BUSINESS CONTINUITY AND DISASTER RECOVERY

  • Pahappa shall maintain reasonable continuity and disaster-recovery arrangements for critical SmartAttend infrastructure and shall periodically review such arrangements.
  • The Client shall maintain its own continuity procedures for school operations, power, internet connectivity, local devices, staff availability and access to essential records.

 

42. SEVERABILITY, WAIVER AND ENTIRE AGREEMENT

  • If any provision is held invalid or unenforceable, it shall be modified or severed only to the extent necessary and the remaining provisions shall continue.
  • Failure to enforce a right is not a waiver.
  • These Terms, the Signup Form and documents expressly incorporated by reference constitute the entire agreement concerning SmartAttend and supersede prior discussions on the same subject.

 

43. SURVIVAL

  • Provisions concerning payment obligations, confidentiality, data protection, intellectual property, restrictions, indemnity, liability, dispute resolution, governing law, retention, deletion, audit records and any provisions intended by their nature to survive shall continue after termination or expiry.

 

44. NO PARTNERSHIP OR AGENCY

  • Nothing in the agreement creates a partnership, joint venture, employment relationship or agency between the parties.
  • Neither party may bind the other except where expressly authorised in writing.

 

45. THIRD-PARTY RIGHTS

  • Except where expressly stated, the agreement does not confer enforceable rights on persons who are not parties to it, and no third party may enforce its terms solely by reason of being a User, parent, guardian, Service Provider or beneficiary of the Services.

 

46. CONTACT AND PUBLISHED TERMS

  • Pahappa Limited is responsible for administering these Terms and may publish the current version through its website or another designated electronic platform. The SmartAttend Terms URL shall be stated in the Client Signup Form and shall identify the version applicable to the Client at acceptance.

 

47. SCHEDULES AND INCORPORATED DOCUMENTS

  • The following may be incorporated into the agreement where applicable without requiring the Client to sign a separate long-form agreement: (a) the Client Signup Form; (b) applicable pricing or service schedules; (c) applicable service levels; (d) implementation or device records; (e) data protection or security schedules; and (f) written change requests accepted by the parties.
  • Where a schedule conflicts with these Terms, these Terms prevail except for Client-specific commercial information expressly stated in the Signup Form.

 

48. ACCEPTANCE

  • By signing or electronically accepting the Client Signup Form, the Client confirms that it has had access to, reviewed and agrees to these Terms and Conditions and that the person accepting them is authorised to bind the Client.
  • The parties acknowledge that the Signup Form is intentionally limited to Client-specific and changing information, while these Terms contain the general legal framework governing SmartAttend.