SOFTWARE LICENSE AND SERVICE AGREEMENT

This Software License and Service Agreement (hereinafter referred to as "Agreement") is made and entered into on this 16th February, 2026 by and between:

1.1 THE PROVIDER: HB-HARA GENERAL DEALERS, a company duly registered under the laws of the Republic of Zambia with its principal place of business at 5058/CKL CHIKOLA, CHINGOLA-ZAMBIA (hereinafter referred to as "Provider" or "Company").

1.2 THE CLIENT: MAITENEKE SECONDARY SCHOOL,, with registered address at MAITENEKE (hereinafter referred to as "Client" or "Licensee").

WHEREAS:

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

2.1 UPFRONT PAYMENT REQUIREMENT: The Client shall pay the full amount of the one-time setup fee (ZMW " . number_format(3900,0) . ") BEFORE the System is handed over or access is granted. No system access shall be provided until payment is received in full. The first year annual subscription is FREE as a promotional offer.

2.2 NO HIDDEN COSTS: The Provider warrants that there are no hidden costs, additional charges, or unexpected fees during the term of this Agreement. All costs are explicitly stated in Clause 2 above.

2.3 ANNUAL RENEWAL (In the second year onwards): Subsequent annual subscription fees of ZMW 1,500.00 are due and payable on or before the anniversary date of this Agreement starting from year 2. Payment must be made immediately upon the expiry of the free first year period.

2.4 PAYMENT METHODS: Payments shall be made via bank transfer to the Provider's designated bank account. Bank details are provided above on this Agreement and on the official invoice.

2.5 NO REFUNDS: All fees paid are non-refundable, including any prepaid annual subscription fees in the event of early termination by the Client.

3.1 System access shall be granted immediately upon receipt and confirmation of full payment for the one-time setup fee.

3.2 AUTOMATIC SUSPENSION FOR NON-PAYMENT (In the second year onwards): If the Client fails to pay the annual subscription fee on or before the expiry date of the free first year or any subsequent year, the System shall automatically suspend access immediately and the Client's account shall be deactivated without further notice.

3.3 Reactivation of the System after suspension shall require payment of the outstanding annual subscription fee plus a reactivation fee of ZMW 500 (Five Hundred Kwacha).

3.4 The Provider reserves the right to suspend access to the System without prior notice for: a) Non-payment of subscription fees; b) Breach of any term of this Agreement; c) Unauthorized access or security breach attempts; d) Any activity that may compromise the System's integrity.

4.1 The Provider reserves the right to review and adjust the annual subscription fee after the expiration of the free first year period.

4.2 Price adjustments may be made either upwards or downwards at the Provider's sole discretion, dependent on: a) Operational expenses and costs incurred by the Provider; b) System enhancements and new feature development; c) Market conditions and economic factors; d) Infrastructure and maintenance costs; e) Inflation and currency fluctuation.

4.3 The Provider shall provide written notice of any price adjustment at least sixty (60) days before the renewal date.

4.4 The Client has the right to terminate this Agreement before the renewal date if they do not agree to the price adjustment, without penalty other than forfeiture of any prepaid fees.

5.1 ERROR RESOLUTION: Any errors, bugs, or malfunctions reported by the Client shall be addressed within the same business day of reporting, provided the issue is within the Provider's control and capability to resolve.

5.2 If an issue cannot be resolved within one business day due to complexity or circumstances beyond the Provider's control, the Provider shall: a) Notify the Client within 24 hours; b) Provide a timeline for resolution; c) Provide regular updates until resolution.

5.3 Support hours are Monday to Sunday, 08:00 to 20:00 (Central African Time), excluding Zambian public holidays.

5.4 The Provider shall perform regular system maintenance, updates, and security patches to ensure optimal performance and security.

5.5 The Provider shall notify the Client at least 48 hours in advance of any scheduled maintenance that may affect system availability.

6.1 DATA OWNERSHIP: All data entered into the System by the Client remains the sole property of the Client. The Provider does not claim any ownership rights over Client data.

6.2 PROVIDER LIABILITY FOR DATA LOSS: The Provider shall be fully liable for any data loss caused by: a) System failure or malfunction; b) Server or infrastructure issues on the Provider's end; c) Security breaches caused by Provider negligence; d) Backup system failure; e) Any error originating from the Provider's System.

6.3 In the event of Provider-caused data loss, the Provider shall, at its sole discretion: a) Repair and restore the lost data from available backups; b) Compensate the Client for documented damages; or c) Provide a refund of fees paid (prorated).

6.4 CLIENT LIABILITY FOR DATA LOSS: The Provider shall NOT be liable for any data loss caused by: a) Actions of the Client or its employees contrary to System guidelines; b) Deliberate deletion or modification of data by Client personnel; c) Failure to follow proper data entry procedures; d) Unauthorized access due to Client negligence (weak passwords, sharing credentials); e) Actions that are beyond the Provider's control or guidelines.

6.5 The Provider shall assist the Client in data recovery efforts where possible, but such assistance shall be at the Provider's discretion and may incur additional fees.

6.6 The Client is responsible for maintaining their own offline backups of critical data as an additional safeguard.

7.1 The Client shall designate a minimum of three (3) qualified individuals as System Administrators.

7.2 The primary responsibilities of System Administrators include: a) Daily system operations management; b) User account creation and management; c) Data entry and validation; d) Report generation; e) Coordination with Provider for technical support; f) Training other staff members; g) Monitoring system usage and security.

7.3 The Client shall provide the Provider with the names and contact information of all designated System Administrators.

7.4 The Client shall promptly notify the Provider of any changes to the System Administrator list.

8.1 The Client shall immediately communicate to the Provider any: a) System errors or malfunctions; b) Security concerns or breaches; c) Changes in contact information; d) Anticipated issues that may affect system usage; e) Staff changes affecting system administration.

8.2 The Provider shall immediately communicate to the Client any: a) Planned maintenance or system updates; b) Security incidents affecting the System; c) Changes to terms of this Agreement; d) Price adjustments (with 60 days notice); e) Technical issues affecting system availability.

8.3 Official communication channels shall be: a) Email: boydhara@gmail.com (Provider) / maiteneke.school@gmail.com (Client); b) Phone: 260974840254 / 260963335413 (Provider) / 260977910539 (Client)

8.4 All formal notices required under this Agreement shall be in writing and sent via email with read receipt confirmation.

9.1 This Agreement shall commence on 16th February, 2026 and continue for a period of one (1) year until 16th February, 2027.

9.2 Upon expiration, this Agreement shall automatically renew for successive one-year terms unless terminated by either party with at least sixty (60) days written notice before the renewal date.

9.3 Either party may terminate this Agreement with three (3) months' written notice to the other party.

9.4 The Provider may terminate this Agreement immediately if: a) The Client fails to pay any amount due; b) The Client breaches any material term of this Agreement; c) The Client attempts to reverse engineer, copy, or resell the System; d) The Client engages in illegal activities using the System.

9.5 Upon termination: a) The Client's access to the System shall be immediately revoked; b) The Provider shall provide the Client with a complete export of their data within fourteen (14) days; c) No refunds shall be issued for any prepaid fees.

10.1 The Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages.

10.2 The Provider shall not be liable for any loss of profits, loss of business, loss of revenue, or loss of goodwill.

10.3 The Provider shall not be liable for any downtime or system unavailability caused by factors beyond the Provider's reasonable control, including but not limited to internet outages, power failures, natural disasters, or government actions.

11.1 GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Zambia.

11.2 DISPUTE RESOLUTION: Any dispute arising from this Agreement shall first be attempted to be resolved through good faith negotiations. If unresolved within thirty (30) days, the dispute shall be submitted to mediation in Lusaka, Zambia. If mediation fails, the dispute shall be resolved by arbitration in accordance with the Zambian Arbitration Act.

11.3 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or representations.

11.4 AMENDMENTS: No amendment to this Agreement shall be effective unless in writing and signed by both parties.

11.5 SEVERABILITY: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.6 WAIVER: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

11.7 FORCE MAJEURE: Neither party shall be liable for any delay or failure to perform due to causes beyond their reasonable control.