Service Agreement - Preamble

THIS SERVICE AGREEMENT is entered into between Eira Digital Co. Limited, trading as "eSMS Africa", with registered address P.O.BOX 120778, KAMPALA, UGANDA ("Provider"), and the entity or person registering for or using the Services ("Customer"). This Agreement governs all use of the Provider's communication services across all 28 African countries where the Provider operates. By accepting these terms, the Customer agrees to be bound by this legally binding contract.

Definitions

"Services"

All communication solutions offered by eSMS Africa, including Bulk SMS, OTP (One-Time Password) verification, SMS APIs, SMPP connectivity, USSD sessions, Voice calls (including TTS and IVR), and any associated software, documentation, or support.

"Platform"

The eSMS Africa infrastructure, including www.esmsafrica.io, app.esmsafrica.io, API endpoints, and SMPP servers.

"Customer Content"

All messages, data, information, and materials transmitted by Customer using the Services.

"Territory"

The 28 African countries listed above where the Provider offers Services.

"Agreement"

These Terms of Service & Service Agreement, together with the Privacy Policy, Code of Conduct, and Service Level Agreement (SLA), all incorporated by reference.

Services & Scope

2.1 The Provider grants Customer a non-exclusive, non-transferable right to access and use the Services during the term of this Agreement, solely for Customer's internal business purposes and in compliance with all applicable laws and regulations in the Territory.

2.2 The Provider may, from time to time, modify, enhance, or update the Services, provided that such changes do not materially reduce the core functionality. Critical updates may be applied with reasonable notice.

2.3 The Provider reserves the right to suspend or restrict access to the Services for security, maintenance, or legal compliance reasons, with notice where practicable.

Service Level Commitments

3.1

The Provider shall use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99.5% for core API services, excluding scheduled maintenance and factors outside the Provider's reasonable control (including carrier network failures).

3.2

Service credits for verified downtime are detailed in the separate Service Level Agreement (SLA), incorporated herein by reference.

3.3

Support response times are as set forth in the SLA, with P1 (critical) incidents receiving initial response within 10 minutes.

Customer Obligations & Warranties

4.1 Customer represents and warrants that:

a) It has full power and authority to enter into this Agreement.

b) It will use the Services in compliance with all applicable laws, regulations, and telecom authority requirements in each country within the Territory.

c) It has obtained all necessary consents from end users (opt-in) for any messages sent via the Services, and maintains records of such consents.

d) Customer Content does not and will not infringe any third-party rights or violate any prohibited content rules as detailed in the Code of Conduct.

e) It will not use the Services for spam, fraud, harassment, or any illegal purpose.

f) It will keep all account credentials secure and immediately notify Provider of any unauthorized use.

4.2 Customer is solely responsible for all activities under its account and for all Customer Content transmitted through the Services.

Fees, Payment & Taxes

5.1

Fees: Customer shall pay all fees as set forth on the Provider's website or as otherwise agreed in writing. All fees are non-refundable except as expressly provided in this Agreement or the SLA.

5.2

Payment Terms: Services are prepaid unless credit terms are expressly agreed. Prepaid credits are deducted in real-time based on usage. Credits expire 365 days from purchase unless otherwise stated.

5.3

Late Payment: For invoice-based accounts, undisputed amounts not paid within 14 days shall accrue interest at 5% per month (60% APR) and may result in immediate suspension.

5.4

Taxes: Customer is responsible for all taxes, including VAT, duties, or levies imposed by any authority in the Territory. If Customer is tax-exempt, valid certificates must be provided.

Intellectual Property Rights

6.1

Provider IP:The Provider retains all right, title, and interest in and to the Platform, Services, APIs, software, documentation, trademarks, logos, and all related intellectual property. Customer is granted a limited, revocable license to use the Services as provided herein.

6.2

Customer IP:Customer retains all rights to Customer Content. Customer grants Provider a worldwide, royalty-free license to host, transmit, and process Customer Content solely to provide the Services.

6.3

Feedback:Any suggestions or feedback provided by Customer may be used by Provider without obligation or compensation.

Data Protection & Privacy

7.1 The Provider processes personal data in accordance with its Privacy Policy and applicable data protection laws in the Territory (Kenya DPA, Nigeria NITDA, South Africa POPIA, Uganda DPPA, and others).

7.2 Customer agrees that it is the data controller (or equivalent) for any personal data it processes using the Services, and Provider is a data processor. Customer shall ensure it has a lawful basis for processing and will comply with all data protection laws.

7.3 Both parties shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or breach. Any breach shall be reported in accordance with applicable laws.

Confidentiality

Each party may have access to confidential information of the other. Confidential information shall not be disclosed to third parties without written consent, except as required by law or regulatory authority. This obligation survives termination for 5 years.

Limitation of Liability

9.1 No Consequential Damages

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data, or goodwill, arising out of or related to this Agreement, even if advised of the possibility of such damages.

9.2 Liability Cap

The total aggregate liability of either party for all claims arising under or related to this Agreement shall not exceed the fees paid or payable by Customer to Provider during the six (6) months preceding the event giving rise to the claim.

9.3 Carrier Disclaimer

Provider is not liable for failures, delays, or damages caused by third-party telecommunications networks, internet infrastructure, force majeure events, or Customer's acts or omissions.

9.4 Essential Purpose

The limitations in this Section 9 apply regardless of the failure of essential purpose of any limited remedy and are fundamental elements of the Agreement.

Indemnification

Customer shall defend, indemnify, and hold harmless Provider, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

a) Customer Content or any messages sent using the Services.

b) Customer's violation of any applicable law in the Territory.

c) Customer's breach of this Agreement or any incorporated policy.

d) Any third-party claim relating to data protection, privacy, or consumer protection.

Term and Termination

11.1

Term: This Agreement commences upon Customer's acceptance and continues until terminated as provided herein.

11.2

Termination for Cause: Either party may terminate this Agreement if the other party materially breaches and fails to cure within 30 days - or immediately for violations of prohibited activities, security risks, or fraud.

11.3

Termination for Convenience: Customer may terminate by closing its account. Provider may terminate without cause upon 30 days' notice.

11.4

Effect of Termination: Upon termination, Customer's right to use Services ceases. Prepaid balances are forfeited if termination is for cause by Provider. If terminated without cause by Provider, Customer receives pro-rated refund of unused prepaid credits. Sections 6, 8, 9, 10, 12, and 14 survive termination.

Governing Law & Dispute Resolution

12.1

Governing Law:This Agreement is governed by the laws of the Republic of Uganda, without regard to conflict of laws principles.

12.2

Dispute Resolution:

① Negotiation: Parties will first attempt resolution through good-faith negotiation.

② Mediation: If unresolved, the dispute shall be referred to mediation at the Kampala Centre for Arbitration.

③ Arbitration: Failing mediation, the dispute shall be finally settled by arbitration under the Uganda Arbitration and Conciliation Act, in Kampala, English. The decision shall be binding and enforceable in any court.

12.3

Injunctive Relief:Either party may seek injunctive relief in any court to protect its intellectual property or confidential information.

12.4

Class Action Waiver:All disputes shall be resolved on an individual basis, not as a class action.

Force Majeure

Neither party shall be liable for failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, fibre optic cable cuts, power outages, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labour, or materials.

General Provisions

14.1

Entire Agreement: This Agreement, together with the Privacy Policy, Code of Conduct, and SLA, constitutes the entire agreement and supersedes all prior agreements.

14.2

Amendments: Provider may amend this Agreement with 30 days' notice (7 days for non-material changes). Continued use constitutes acceptance.

14.3

Waiver and Severability: Failure to enforce any provision is not a waiver. If any provision is held invalid, the remainder continues in effect.

14.4

Assignment: Customer may not assign this Agreement without Provider's written consent. Provider may assign without restriction.

14.5

Notices: Legal notices shall be sent to the addresses listed in Section 15. Email notices are effective upon confirmed delivery.

Notices & Contact Information

Provider (Eira Digital Co. Limited)

Attn: Legal Department

P.O.BOX 120778, Kampala, Uganda

legal@esmsafrica.io

+254 114 494 147

Specialist Contacts

Compliance & Abuse

compliance@esmsafrica.io

Security Issues

security@esmsafrica.io

General Support

support@esmsafrica.io

Acceptance

By creating an account, accessing any API, or using any eSMS Africa service (including SMS, OTP, SMPP, USSD, Voice, or APIs), the Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement - including all limitations of liability, indemnification, and dispute resolution provisions. This Agreement is effective as of the date of first use.

Version 5.0 · 14 March 2026 · 28 African countries · All services

Terms of Service& Service Agreement