Fidify General B2B Terms and Conditions – Mauritius and S. Africa

1. Applicability

1.1 These General Terms and Conditions (“General Terms“) govern the relationship between the business customer set forth in the Fidify Order From (the “Customer“) and [name of Fidify company], a Mauritian [insert type of entity] with company registration no. [insert] (“Fidify“, “we” or “us”) for the use of Fidify’s cloud-based software-as-a-service (SaaS) and related consulting services for KYC management (“Services“).

1.2 Fidify’s SaaS platform allows the Customer to request, receive, view, communicate about and manage corporate and personal identification documentation and information from end-customers, as part of the Customer’s Know-Your-Customer (KYC) and Anti-Money Laundering (AML) processes. The Fidify SaaS platform is cloud-based and delivered through a dedicated web portal and a mobile application (the “Fidify App”) to which the Customer has access and to which the Customer may enroll its end-customers for document sharing and two-way communication. The Customer decides at its sole discretion which of its end-customers to enroll into the Fidify App and the Services, what documentation and informational requests to make and for how long such shall be stored, and the content of two-way communication.

1.3 These General Terms, together with any order form (“Order Form“) signed by the Customer, form a legally binding agreement (“Agreement“) upon the Customer’s signature or online registration.

1.4 These General Terms apply exclusively. Any conflicting or additional terms from the Customer are only valid if expressly agreed to in writing by Fidify.

2. Account Registration

2.1 Access to the Services requires the Customer to register an account. Fidify reserves the right to deny account registration at its discretion.

2.2 Upon successful registration, the Customer will receive a confirmation via email.

3. Subscription Plans, Prices

3.1 Fidify offers various subscription plans and packages. Details are specified in the Order Form and/or an appended Price List. Unless otherwise agreed, fees are charged in advance for 12-month subscription terms which automatically renew unless terminated as set forth herein.

3.2 Any volume-based charges, surcharges, or excess usage fees will be invoiced separately.

3.3 For subsequent periods, fees may be adjusted as agreed upon in the Order Form or increased up to 5% annually.

3.4 No refunds are provided for unused portions of prepaid fees, except as set forth in section 6.2.

3.5 Deviations from standard pricing are conditional upon timely payments.

4. Acceptable Use Policy

4.1 The Customer must comply with legal standards and avoid actions that could harm Fidify’s server operations.

4.2 The Customer must keep its account credentials confidential. The Customer must ensure only authorised users access the Services and inform Fidify if unauthorised access is suspected. Unauthorised access attempts and third-party usage without explicit permission are prohibited. Fidify may block access if unauthorised account sharing is suspected.

5. Use Rights and Description of Services

5.1 Fidify grants the Customer a non-exclusive, worldwide, revocable, limited and non-transferable right to use the Services during the Agreement period.

5.2 The Customer may use the Services as per the subscription plan and functionalities outlined in the Order Form and Fidify’s website.

5.3 The Customer agrees to monitor its usage and inform Fidify of any excess. Fidify may invoice for additional charges due to excess usage, as set forth in the Price List.

6. Changes to Services

6.1 Fidify may change the Services while considering the Customer’s legitimate interest. Significant changes will be communicated in advance.

6.2 If changes materially reduce the Service, the Customer may terminate affected subscriptions with 30 days’ notice and receive a pro-rata refund for the subscription period.

7. Limitation of Liability

7.1 Fidify’s liability is limited to the fees paid in the 12 months preceding the claim.

7.2 Neither party is liable for indirect or consequential damages, including loss of data.

8. Confidentiality

8.1 Each party must keep confidential information disclosed by the other party secret.

8.2 Confidentiality obligations continue for five years post-termination of the Agreement.

9. Indemnity for Third Party Claims

9.1 The Customer agrees to indemnify Fidify against third-party claims arising from Customer’s use of the Services.

9.2 Fidify will indemnify the Customer for rightful use-related third-party claims.

10. General Obligations of Customer

10.1 The Customer must ensure compliance with all relevant obligations and is responsible for actions of authorised users.

10.2 The Customer must provide accurate information and maintain necessary hardware and connections.

10.3 The Customer is responsible for data communication costs related to Service use.

11. Data Retention and Deletion

11.1 The Customer can delete or export Customer data via their account at any time until the expiry of the Agreement. It is solely the Customer’s obligation to export Customer data at the latest at the expiry of the Agreement. Where requested, Fidify shall provide reasonable assistance to the Customer in exporting its data, and reserves the right to charge a fee in such case.

11.2 Fidify will delete all Customer data within 30 days after expiry of the Agreement, unless the Parties have agreed separately on paid extended data storage.

12. Terms of Payment

12.1 The Customer shall pay fees according to the terms in the Order Form. Payment terms are 20 days from the invoice date.

12.2 Late payments may incur interest at the statutory rate, and access to Services may be suspended until payment is received.

13. Data Processing and Privacy Terms

13.1 Fidify acts as a data processor for personal data disclosed by the Customer or its end-customers.

13.2 Data processing is governed by separate data processing agreement or addendum.

14.1 The Agreement renews automatically for 12 months unless terminated by either party 60 days before the end of a term.

14. Duration and Termination

14.2 Early termination is available upon 30 days’ notice for material breaches not remedied within 15 days.

15. Communication and Modifications

15.1 Fidify shall notify the Customer electronically of important information affecting the Services. Notifications shall normally be sent by e-mail to the Customer’s designated contact person set forth in the Order Form or otherwise as directed by the Customer. It is the Customer’s responsibility to update Fidify on any change in contact details and to be able to receive such e-mail notifications.

15.2 Fidify may modify these General Terms with 30 days’ notice (email to suffice). Silence from the Customer shall be deemed to constitute consent.

16. Miscellaneous

16.1 The Customer may not transfer rights or obligations without prior written approval from Fidify.

16.2 Fidify may transfer its rights and obligations in case of an organizational change to another company controlled by, or under common control with, Fidify.

17. Force Majeure

17.1 Neither party is liable for non-performance due to events beyond their control, such as natural disasters or regulatory changes.

17.2 All facts or circumstances which are unavoidable, external to the parties, unpredictable, inevitable, beyond the control of the parties and which cannot be prevented by them, despite all reasonably possible efforts, will be considered as force majeure. The blocking of means of transport or supplies, earthquakes, cyclones, fires, storms, floods, lightning, the shutdown of telecommunication networks or difficulties specific to telecommunication networks external to the parties are, expressly regarded as cases of force majeure or fortuitous cases, besides those usually retained by the jurisprudence of the Courts of Mauritius.

17.3 The party invoking the circumstances referred to above must immediately notify the other party of their occurrence as well as their disappearance.

18. Warranty & Availability

18.1 The Fidify platform is developed and designed for KYC administration and management, regardless of the Customer’s jurisdiction or local law requirements. Consequently, Fidify makes no warranties, whether express, implied, statutory, or otherwise, with respect to the Service, and expressly disclaims all implied warranties, including but not limited to the implied warranties of merchantability, compliance with laws, fitness for a particular purpose, and non-infringement. The Services are provided on an “as-is” and “as-available” basis, and Fidify does not warrant that the Services will be uninterrupted or error-free. The obligation of Fidify in providing the Services are under an ‘obligation de moyen’.

18.2 The Customer accepts that certain downtime, including for maintenance, may occur, however Fidify shall strive wherever feasible to schedule such maintenance to minimise disruption for the Customer.

19. Final Provisions

19.1 These General Terms are governed by the laws of Mauritius.

19.2 Any dispute, controversy, difference or claim arising out of or relating to the present contract may at any time be referred, by consenting parties, to mediation under the Mediation Rules of the Mediation and Arbitration Center (Mauritius) Ltd (“MARC”). In the event no mediation is attempted, or if mediation is attempted and no settlement is reached within 60 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute, controversy, difference or claim shall be referred, or referred back as the case may be, to be finally resolved by arbitration administered by MARC, under the MARC Arbitration Rules in force when the Request for Arbitration is submitted. The seat of arbitration shall be Mauritius. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.