Software Subscription and Service Agreement

INOXDIGITAL LIMITED
Company Registration: BN121441223
ADENTA, Accra, Ghana

Effective Date: January 1, 2025

This Software Subscription and Service Agreement is made and entered into between INOXDIGITAL LIMITED, a company duly registered under the laws of the Republic of Ghana with registration number BN121441223 and having its registered office at Adenta, Accra (hereinafter referred to as "INOXDIGITAL"), and the Client who subscribes to the services (hereinafter referred to as "the Client").

1. Definitions

For the purpose of this Agreement, the following terms shall have the meanings assigned to them:

"Software" refers to the INOXDIGITAL Vault platform provided by inoxdigital.

"Subscription" means the limited, renewable right granted to the Client to use the Software.

"Services" means training, support, maintenance, and related technical assistance.

"Data Controller" refers to the Client, who determines the purpose and means of processing personal data.

"Data Processor" refers to inoxdigital, who processes data on behalf of the Client.

2. Scope of Agreement

This Agreement governs the Client's subscription to and use of the inoxdigitalt Vault software and related services. The Client acknowledges that this Agreement grants only a non-exclusive, non-transferable, and revocable license to use the Software during the subscription period and does not convey any ownership rights.

3. Fees and Payment Terms

Setup and Training Fee: GHS 3,500. Additional branches are charged GHS 500 per branch. A 50% discount applies to Clients with five (5) or more branches.

In-person Training Fee: GHS 500 plus transportation and accommodation costs where applicable.

Renewal Fee: GHS 200 MONTHLY. Payments are to be made to inoxdigital's official bank or mobile money accounts as displayed on client invoices.

                Late Payments: A late fee of 10% per month applies on overdue renewals. Failure to renew or reach a mutual agreement after six (6) months permits inoxdigital 24 to terminate the subscription and discard client data.
            

Important: No refunds shall be issued for partial or unused subscription periods.

4. Support, Maintenance and Feature Development

inoxdigital is committed to providing comprehensive support and continuous improvement:

Each Client shall have a dedicated WhatsApp support group for communication and assistance.
inoxdigital shall provide automatic software updates and improvements.
Customization requests shall attract additional charges as agreed between the parties.
Clients are invited to participate in the annual 'inoxdigital Connect' program to suggest feature improvements and engage with the development roadmap.

5. Data Protection and Confidentiality

Both parties agree to comply with the Data Protection Act, 2012 (Act 843) of Ghana:

The Client shall act as the Data Controller and inoxdigital as the Data Processor.
inoxdigital shall process client data only in accordance with documented instructions from the Client and shall ensure appropriate technical and organizational security measures.
Both parties agree to maintain confidentiality of all proprietary or sensitive information obtained during the course of this Agreement.
inoxdigital is registered with the Data Protection Commission (DPC) and shall handle all data in compliance with applicable regulations.

6. Intellectual Property

All rights, title, and interest in and to the Software remain the exclusive property of inoxdigital. The Client receives a limited, non-transferable license to use the Software for the duration of a valid subscription. This license does not grant any ownership rights, and the Client may not reproduce, modify, or distribute the Software without explicit written permission from inoxdigital.

7. Termination and Data Handling

Either party may terminate this Agreement under the following conditions:

Written notice for material breach if not remedied within thirty (30) days.
Upon non-renewal, the Client may request to download their data after all outstanding invoices are cleared.
If no mutual agreement is reached within six (6) months of non-renewal, inoxdigital reserves the right to permanently delete all client data.

                Data Loss Disclaimer: inoxdigital shall not be liable for data loss after the expiry of this grace period. Clients are strongly advised to maintain regular backups.
            

8. Limitation of Liability

Inoxdigital shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from use of the Software, including but not limited to loss of profits, data, or business opportunities. The total liability of Inoxdigital under this Agreement shall not exceed the total fees paid by the Client within the last twelve (12) months preceding the claim.

9. Publicity Rights

Unless otherwise stated in writing, the Client grants Inoxdigital permission to include the Client's name, logo, and testimonials in its promotional and marketing materials, including website, social media, and printed materials. The Client may opt out of this provision at any time by providing written notice to Inoxdigital.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ghana. Any disputes arising hereunder shall be submitted to the exclusive jurisdiction of the competent courts in Accra, Ghana. Both parties agree to attempt good faith negotiation to resolve disputes before resorting to formal legal proceedings.

11. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements, communications, or representations, whether oral or written, relating to the subject matter hereof. Any modification, amendment, or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

By subscribing to and using the Inoxdigital Vault software, the Client acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.

For inquiries, contact: support@inoxdigital.com