PART A: TERMS OF SERVICES (ToS)

3.0 ACCESS & USE

3.1 Grant of Access: Evolve Africa Group grants the Subscriber a limited, non-exclusive, non-transferable, and revocable right to access and use the EvolvePOS software and associated services, subject to these Terms. Access is provided via a secure URL and/or pre-configured POS devices as specified during the subscription process.

3.2 User Accounts: Subscribers may be required to create user accounts for employees or agents ("Authorized Users") to access the Service. The Subscriber is responsible for:

• 3.2.1 Ensuring that all Authorized Users comply with these Terms.
• 3.2.2 Protecting the confidentiality of access credentials, including usernames and passwords.
• 3.2.3 Notifying Evolve Africa Group immediately in case of unauthorized access or security breaches.

3.3 Use Restrictions: Subscribers agree to use the Service only for lawful purposes and in accordance with these Terms. The following actions are prohibited:

• 3.3.1 Unauthorized Access: Attempting to access systems, accounts, or data not intended for the Subscriber.
• 3.3.2 Reverse Engineering: Attempting to decompile, disassemble, or otherwise reverse engineer the software.
• 3.3.3 Resale or Redistribution: Reselling, distributing, or sublicensing the Service without prior written consent.
• 3.3.4 Prohibited Content: Uploading, transmitting, or distributing content through the Service that is illegal, harmful, or violates the rights of others.
• 3.3.5 Excessive Usage: Engaging in any activity that disrupts or overburdens the Service, such as unauthorized automated queries or testing vulnerabilities.

3.4 Software Updates & Changes: Evolve Africa Group reserves the right to update, modify, or discontinue features of the Service at its discretion, provided that Subscribers are notified of material changes at least 30 days in advance. Such updates are intended to improve functionality, address security concerns, or ensure regulatory compliance.

3.5 Availability & Downtime: Evolve Africa Group endeavors to provide continuous access to the Service but does not guarantee uninterrupted availability. Scheduled maintenance and unforeseen technical issues may result in temporary downtime. Subscribers will be notified of scheduled maintenance at least 48 hours in advance.

3.6 Compliance with Laws: Subscribers are solely responsible for ensuring that their use of the Service complies with all applicable laws, regulations, and industry standards, including but not limited to data protection laws and local tax regulations.

4.0 BILLING AND PAYMENTS

4.1 Subscription Fees:

• 4.1.1 The Service is offered on a subscription basis, with recurring monthly fees ("Subscription Fees").
• 4.1.2 Subscription Fees are determined based on the plan selected by the Subscriber at the time of registration and are detailed in the invoice provided.

4.2 Invoicing & Payments:

• 4.2.1 The Service is offered on a prepayment basis, requiring payment at the start of each billing cycle to maintain access.
• 4.2.2 Invoices are issued electronically prior to the commencement of the billing period, with payment due immediately upon receipt unless otherwise agreed in writing.
• 4.2.3 Accepted payment methods include credit/debit cards, mobile money, and other electronic options specified by Evolve Africa Group.

4.3 Taxes & Additional Charges:

• 4.3.1 All Subscription Fees are inclusive of applicable taxes, including but not limited to VAT, or other similar taxes. Subscribers are responsible for paying these taxes.
• 4.3.2 If any additional fees are incurred, such as transaction fees for certain payment methods, these will be disclosed in advance and included in the invoice.

4.4 Late Payments:

• 4.4.1 As this is a prepaid subscription service, timely payment is required to maintain uninterrupted access.
• 4.4.2 Failure to complete payment before the start of a new billing cycle will result in immediate suspension of access to the Service until the payment is received.
• 4.4.3 Reinstatement of Service may require payment of any outstanding amounts along with applicable administrative fees.

4.5 Payment Disputes:

• 4.5.1 Since this is a prepaid subscription service, all payments are due in full before the start of the billing cycle.
• 4.5.2 Subscribers must report any disputes regarding billing within 14 days of payment.
• 4.5.3 Filing a dispute does not relieve the Subscriber of the obligation to pay undisputed amounts or delay payment for future billing cycles.

4.6 Fee Changes:

• 4.6.1 Evolve Africa Group reserves the right to adjust Subscription Fees. Any changes will be communicated to Subscribers at least 30 days before the new rates take effect.
• 4.6.2 Continued use of the Service after the effective date of the new rates constitutes acceptance of the changes.

4.7 Refunds:

• 4.7.1 Subscription Fees are non-refundable except in cases where the Service is unavailable for a period exceeding the guaranteed uptime defined in the Service Level Agreement (SLA).
• 4.7.2 Refund requests related to prolonged downtime must be submitted within 30 days of the occurrence.

4.8 Cancellation & Termination:

• 4.8.1 If a Subscriber chooses to cancel their subscription, access to the Service will remain active until the end of the current billing cycle. No prorated refunds will be issued.
• 4.8.2 Upon termination by either party, all outstanding amounts become immediately due and payable.

5.0 USER RESPONSIBILITY

5.1 Compliance with Terms and Laws:

• 5.1.1 Subscribers and Authorized Users must use the Service in compliance with these Terms of Service and all applicable laws, regulations, and industry standards.
• 5.1.2 The Subscriber is responsible for ensuring that their use of the Service, including transactions conducted through it, complies with local tax, financial, and consumer protection laws.

5.2 Accurate Information:

• 5.2.1 The Subscriber agrees to provide accurate, current, and complete information during registration and maintain it throughout the subscription period.
• 5.2.2 Any changes to account information, including billing details and contact information, must be promptly updated.

5.3 Security and Access Control:

• 5.3.1 Subscribers are responsible for maintaining the confidentiality of all access credentials, including usernames, passwords, and API keys, provided for the use of the Service.
• 5.3.2 Sharing credentials with unauthorized individuals or entities is strictly prohibited.
• 5.3.3 The Subscriber must immediately notify Evolve Africa Group in the event of unauthorized access, security breaches, or suspected misuse of their account.

5.4 Acceptable Use:

• 5.4.1 The Subscriber must ensure that the Service is used only for its intended purpose as a Point-of-Sale system.
• 5.4.2 The following activities are strictly prohibited:
  • 5.4.2.1 Illegal Activities: Using the Service for fraudulent transactions, money laundering, or other unlawful purposes.
  • 5.4.2.2 Harmful Actions: Uploading or transmitting malicious code, viruses, or any material that could harm the Service or other users.
  • 5.4.2.3 Data Exploitation: Collecting, storing, or processing customer data in a manner that violates privacy laws or these Terms.
  • 5.4.2.4 Interference: Interfering with or disrupting the integrity or performance of the Service, including attempts to test or breach security measures.

5.5 Responsibility for Authorized Users:

• 5.5.1 Subscribers are accountable for the actions of their Authorized Users and must ensure that all users comply with these Terms.
• 5.5.2 Any breach of these Terms by an Authorized User will be considered a breach by the Subscriber.

5.6 Backup and Data Retention:

• 5.6.1 The Subscriber is encouraged to maintain backups of critical business data and records processed through the Service.
• 5.6.2 Evolve Africa Group is not liable for data loss caused by the Subscriber’s failure to maintain backups or improper use of the Service.

5.7 Indemnification:

• 5.7.1 The Subscriber agrees to indemnify and hold harmless Evolve Africa Group from any claims, damages, losses, or expenses arising from:
  • 5.7.1.1 The Subscriber’s or Authorized Users’ misuse of the Service.
  • 5.7.1.2 Violations of these Terms or applicable laws.
  • 5.7.1.3 Any unauthorized use of the Service or access credentials.

6.0 INTELLECTUAL PROPERTY

6.1 Ownership of the Services:

• 6.1.1 Evolve Africa Group retains all right, title, and interest in and to the EvolvePOS software, including its source code, user interfaces, graphics, documentation, and all associated intellectual property.
• 6.1.2 The Subscriber acknowledges that the Service and all related materials are protected by copyright, trademark, trade secret, and other intellectual property laws.

6.2 License Grant to Subscriber:

• 6.2.1 Evolve Africa Group grants the Subscriber a limited, non-exclusive, non-transferable, and revocable license to access and use the Service during the term of the subscription, solely for the Subscriber’s internal business purposes.
• 6.2.2 This license is contingent upon the Subscriber’s compliance with these Terms and does not grant any ownership rights to the underlying software or associated IP.

6.3 Restriction on Use:

The Subscriber is not permitted to:

• 6.3.1 Copy, modify, reverse-engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service.
• 6.3.2 Rent, lease, sublicense, distribute, or transfer any part of the Service, except as expressly permitted under these Terms.
• 6.3.3 Use the Service for any purpose that competes with Evolve Africa Group's business or creates derivative works based on the Service.
• 6.3.4 Remove, alter, or obscure any copyright, trademark, or other proprietary notices from the Service or any related materials.

6.4 Subscriber Data Ownership:

• 6.4.1 The Subscriber retains all rights, title, and interest in any data, files, or content uploaded or processed through the Service ("Subscriber Data").
• 6.4.2 Evolve Africa Group does not claim ownership of Subscriber Data but may use it for the purpose of providing the Service, including to improve functionality, troubleshoot issues, or ensure compliance with legal requirements.
• 6.4.3 The Subscriber is responsible for ensuring they have the necessary rights to use and share any Subscriber Data uploaded to the Service.

6.5 Trademarks:

• 6.5.1 "EvolvePOS" and any associated logos, product names, or service marks are trademarks of Evolve Africa Group.
• 6.5.2 The Subscriber may not use these trademarks without prior written consent from Evolve Africa Group.

6.6 Feedback & Improvements:

• 6.6.1 If the Subscriber provides any feedback, suggestions, or ideas regarding the Service, Evolve Africa Group may use such feedback without restriction and without obligation to the Subscriber.
• 6.6.2 Any improvements, modifications, or updates to the Service based on Subscriber feedback will remain the intellectual property of Evolve Africa Group.

6.7 Protection of Intellectual Property:

• 6.7.1 The Subscriber agrees to notify Evolve Africa Group immediately if they become aware of any infringement or unauthorized use of the Service or its intellectual property.
• 6.7.2 The Subscriber shall cooperate with Evolve Africa Group to protect its IP rights in the event of such infringement or misuse.

7.0 TERMINATION

7.1 Termination by Subscriber:

• 7.1.1 The Subscriber may terminate the subscription at any time by providing written notice to Evolve Africa Group.
• 7.1.2 Upon termination by the Subscriber, the Service will remain active until the end of the current billing cycle, and no refunds or prorated credits will be issued for unused portions of the subscription period.

7.2 Termination by Evolve Africa Group:

Evolve Africa Group may terminate or suspend the Subscriber’s access to the Service if:

• 7.2.1 The Subscriber breaches any material term of these Terms and fails to cure the breach within 15 days of receiving written notice of the breach.
• 7.2.2 The Subscriber fails to pay any fees due under the subscription agreement within the required time.
• 7.2.3 Evolve Africa Group determines that the Subscriber’s use of the Service violates applicable laws, is harmful to the Service, or poses a security risk.
• 7.2.4 Evolve Africa Group discontinues offering the Service or ceases operations (subject to applicable laws).

7.3 Effects of Termination:

• 7.3.1 Upon termination, the Subscriber’s access to the Service will be immediately revoked, and all data, content, and files stored in the Subscriber’s account may be deleted from the Service within a reasonable period, unless required by law to retain such data.
• 7.3.2 The Subscriber remains liable for any outstanding fees up to the termination date, and any unpaid fees will become immediately due upon termination.
• 7.3.3 Any obligations under these Terms that by their nature are intended to survive termination (such as confidentiality, indemnity, and dispute resolution provisions) shall remain in effect following termination.

7.4 Data Retention & Retrieval:

• 7.4.1 Upon termination, the Subscriber may request a copy of their data within 90 days of the termination notice. After this period, Evolve Africa Group is not obligated to retain or provide access to the data.
• 7.4.2 It is the Subscriber’s responsibility to back up any important data prior to termination, as Evolve Africa Group is not liable for any loss of data following the termination of the Service.

7.5 Return of Property:

Upon termination, the Subscriber agrees to return or destroy any Evolve Africa Group property, including any hardware or software licenses provided as part of the Service, in accordance with Evolve Africa Group’s instructions.

7.6 Force Majeure:

Either party may terminate the agreement if an event of force majeure (e.g., natural disasters, strikes, or other unforeseen circumstances beyond reasonable control) prevents the fulfillment of the subscription for an extended period. The affected party must notify the other party of such circumstances within a reasonable time.

7.7 Post-Termination Access:

If the Subscriber has paid for future billing cycles, and the Service is terminated before the end of the cycle by Evolve Africa Group, the Subscriber will receive a refund for the unused portion of the subscription period. However, if termination is initiated by the Subscriber or due to a breach, no refund will be provided.

8.0 DISCLAIMER AND WARRANTIES

8.1 No Warranties:

Evolve Africa Group provides the Service and any associated EvolvePOS hardware "as is", without any representations or warranties of any kind, either express, implied, statutory, or otherwise. This includes, but is not limited to:

• 8.1.1 EvolvePOS Software: No warranty that the Service will meet the Subscriber's specific business needs, be error-free, or be uninterrupted.
• 8.1.2 EvolvePOS Hardware: No warranty that the hardware provided will be free from defects, will function without interruption, or be compatible with the Subscriber's existing systems or devices.
• 8.1.3 Implied Warranties of Merchantability: No warranty that the Service or hardware will meet the Subscriber's expectations or be of satisfactory quality.
• 8.1.4 Implied Warranties of Fitness for a Particular Purpose: No warranty that the Service or hardware will be suitable for any specific purpose or business requirement.
• 8.1.5 Implied Warranties of Non-Infringement: No warranty that the use of the Service or hardware will not infringe upon any third-party rights.
• 8.1.6 To the fullest extent allowed by applicable law, Evolve Africa Group disclaims all warranties, and the Subscriber assumes all risks associated with the use of the Service and any hardware provided.

8.2 Service Availability and Uptime:

• 8.2.1 Evolve Africa Group does not guarantee that the Service will be available at all times or that it will be free from errors, disruptions, or outages.
• 8.2.2 While Evolve Africa Group will make commercially reasonable efforts to provide a high level of availability, it does not guarantee continuous or uninterrupted access to the Service.
• 8.2.3 Evolve Africa Group is not liable for downtime, service interruptions, or delays caused by factors outside of its reasonable control, such as force majeure events, network outages, or issues caused by third-party providers.

8.3 Limitation of Liability:

• 8.3.1 To the maximum extent permitted by law, Evolve Africa Group’s total liability, whether in contract, tort, or otherwise, arising from or in connection with the Service will not exceed the amount paid by the Subscriber for the Service in the six months preceding the event that gave rise to the liability.
• 8.3.2 Evolve Africa Group shall not be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of profits, data, or business opportunities, even if the possibility of such damages was foreseeable.

8.4 Data Security and Privacy:

• 8.4.1 Evolve Africa Group will implement commercially reasonable security measures to protect Subscriber Data stored within the Service.
• 8.4.2 However, Evolve Africa Group makes no warranty or guarantee that its security practices will prevent unauthorized access, data breaches, or loss of data. The Subscriber is solely responsible for securing their own data and taking appropriate precautions.

8.5 Third-Party Services:

• 8.5.1 The Service may integrate with or utilize third-party services, tools, or applications. Evolve Africa Group makes no warranties regarding the availability, functionality, or security of these third-party services.
• 8.5.2 Evolve Africa Group is not responsible for any actions, omissions, or disruptions caused by third-party providers and will not be held liable for any issues arising from the use of third-party services in conjunction with the Service.

8.6 Subscriber’s Responsibilities for Use:

The Subscriber acknowledges that it is their responsibility to ensure the proper use of the Service, including but not limited to:

• 8.6.1 Ensuring the accuracy and legality of data entered into the Service.
• 8.6.2 Complying with all applicable laws and regulations governing the use of the Service.
• 8.6.3 Maintaining backup copies of important data, as Evolve Africa Group is not liable for data loss or corruption.

9.0 LIMITED LIABILITY

9.1 Limitation of Liability:

• 9.1.1 Evolve Africa Group’s total liability, whether in contract, tort, or otherwise, arising out of or in connection with the Service or these Terms of Service, will be limited to the total amount paid by the Subscriber for the Service in the six months preceding the event that gave rise to the liability.
• 9.1.2 In no event shall Evolve Africa Group be liable for any indirect, special, incidental, punitive, or consequential damages, including, but not limited to:
  • 9.1.2.1 Loss of profits, revenues, or business opportunities.
  • 9.1.2.2 Loss of data or any other loss arising from the use or inability to use the Service.
  • 9.1.2.3 Costs of substitute goods or services.
  • 9.1.2.4 Reputation damage or loss of goodwill.

9.2 Exclusion from Liability:

• 9.2.1 Service Interruptions: Any interruptions, errors, or outages in the Service, including downtime due to maintenance, force majeure events, or third-party provider issues.
• 9.2.2 Loss of Data: Loss, corruption, or failure to back up Subscriber Data, whether due to user error, technical failure, or unauthorized access.
• 9.2.3 Third-Party Claims: Any claims arising from the use of third-party software, services, or applications integrated with the Service.
• 9.2.4 Unauthorized Access: Any unauthorized access to Subscriber accounts, data, or systems, provided such unauthorized access is not caused by the direct negligence or misconduct of Evolve Africa Group.

9.3 Subscriber’s Responsibility:

The Subscriber agrees to indemnify and hold harmless Evolve Africa Group, its officers, employees, and affiliates from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of:

• 9.3.1 Unauthorized Use: The Subscriber’s or Authorized Users’ misuse of the Service or breach of these Terms.
• 9.3.2 Violation of Law: Any violation of laws, regulations, or third-party rights caused by the Subscriber’s use of the Service.
• 9.3.3 Data Breaches: Any data breaches, unauthorized access, or failure to secure their account or data.

9.4 Force Majeure:

• 9.4.1 Evolve Africa Group shall not be liable for any failure or delay in the performance of its obligations under these Terms if such failure or delay is caused by an event of force majeure, such as a natural disaster, war, terrorism, strike, or other events beyond its reasonable control.
• 9.4.2 In such cases, the affected party must notify the other party and make reasonable efforts to mitigate the impact of the force majeure event.

9.5 Acknowledgement of Risk:

The Subscriber acknowledges that they understand and accept the inherent risks of using the Service, including potential issues related to connectivity, security, or data loss. The Subscriber assumes full responsibility for these risks, including ensuring that proper safeguards (such as data backups and security measures) are in place.

9.0 LIMITED LIABILITY

9.1 Limitation of Liability:

• 9.1.1 Evolve Africa Group’s total liability, whether in contract, tort, or otherwise, arising out of or in connection with the Service or these Terms of Service, will be limited to the total amount paid by the Subscriber for the Service in the six months preceding the event that gave rise to the liability.
• 9.1.2 In no event shall Evolve Africa Group be liable for any indirect, special, incidental, punitive, or consequential damages, including, but not limited to:
  • 9.1.2.1 Loss of profits, revenues, or business opportunities.
  • 9.1.2.2 Loss of data or any other loss arising from the use or inability to use the Service.
  • 9.1.2.3 Costs of substitute goods or services.
  • 9.1.2.4 Reputation damage or loss of goodwill.

9.2 Exclusion from Liability:

• 9.2.1 Service Interruptions: Any interruptions, errors, or outages in the Service, including downtime due to maintenance, force majeure events, or third-party provider issues.
• 9.2.2 Loss of Data: Loss, corruption, or failure to back up Subscriber Data, whether due to user error, technical failure, or unauthorized access.
• 9.2.3 Third-Party Claims: Any claims arising from the use of third-party software, services, or applications integrated with the Service.
• 9.2.4 Unauthorized Access: Any unauthorized access to Subscriber accounts, data, or systems, provided such unauthorized access is not caused by the direct negligence or misconduct of Evolve Africa Group.

9.3 Subscriber’s Responsibility:

The Subscriber agrees to indemnify and hold harmless Evolve Africa Group, its officers, employees, and affiliates from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of:

• 9.3.1 Unauthorized Use: The Subscriber’s or Authorized Users’ misuse of the Service or breach of these Terms.
• 9.3.2 Violation of Law: Any violation of laws, regulations, or third-party rights caused by the Subscriber’s use of the Service.
• 9.3.3 Data Breaches: Any data breaches, unauthorized access, or failure to secure their account or data.

9.4 Force Majeure:

• 9.4.1 Evolve Africa Group shall not be liable for any failure or delay in the performance of its obligations under these Terms if such failure or delay is caused by an event of force majeure, such as a natural disaster, war, terrorism, strike, or other events beyond its reasonable control.
• 9.4.2 In such cases, the affected party must notify the other party and make reasonable efforts to mitigate the impact of the force majeure event.

9.5 Acknowledgement of Risk:

The Subscriber acknowledges that they understand and accept the inherent risks of using the Service, including potential issues related to connectivity, security, or data loss. The Subscriber assumes full responsibility for these risks, including ensuring that proper safeguards (such as data backups and security measures) are in place.