Terms of Service & Master Services Agreement

1. Scope of Master Agreement

These Terms of Service and Master Services Agreement (the "Agreement") govern the licensing, development, deployment, hosting, and ongoing technical support of software products and services provided by CypressIQ Technology ("CypressIQ", "we", "us"), including but not limited to Opero Business Suite, ITIKIA Voter Intelligence & Campaign Engine, custom enterprise systems, APIs, and cloud infrastructure.

By accessing our website, configuring quotes through our CPQ engine, signing a formal Statement of Work (SOW), or logging into our platforms, you ("Customer", "Licensee", "Campaign Lead") agree to be legally bound by these terms.

2. Software IP & Product Licensing

A. Opero Business Management Platform

Opero is licensed on a non-exclusive, non-transferable subscription or term license basis across three structured commercial tiers:

• Starter: Licensed for 1 physical retail or wholesale location with core point-of-sale and KRA eTIMS synchronization.
• Growth: Licensed for multi-branch operations up to 5 branch nodes with real-time inter-branch inventory transfers and Daraja M-Pesa automated reconciliation.
• Enterprise: Licensed for high-volume enterprises with unlimited branch nodes, custom ERP integrations, and dedicated database clustering.

B. ITIKIA Voter Intelligence & Campaign Engine

ITIKIA is licensed exclusively for civic organizations, political coalitions, and registered electoral candidates in compliance with the Independent Electoral and Boundaries Commission (IEBC) regulations and the Kenya Data Protection Act 2019:

• Seat-Based Licensing: Licenses are non-transferable between electoral seats (MCA, Member of Parliament, Senator, Governor, and Presidential).
• Electoral Cycle License Duration: Each electoral license remains active through the specified general election or by-election cycle plus 90 calendar days post-declaration for audit and archive purposes.
• Parallel Vote Tabulation (PVT): PVT tools, encrypted observer SMS daemons, and form 34A discrepancy analytics are strictly restricted to verified campaign managers.

3. Configure-Price-Quote (CPQ) & Commercial Estimates

Quotations generated through the CypressIQ CPQ Engine (accessible at /cpq) represent algorithmic estimates based on transparent 3-pillar cost decomposition:

• Pillar 1: Software IP License — Upfront capital software license fee or ongoing monthly SaaS commitment.
• Pillar 2: Delivery & Onboarding — Mandatory server provisioning, staff onboarding, data migration, and third-party API integration fees.
• Pillar 3: Hosting & Identity Infrastructure — Annual domain registration (.ke / .com), dedicated NVMe/Redis cloud VPS or hardened anti-DDoS clusters, and monthly SLA retainers.

Generated quotes bear a cryptographic signature and remain valid for 30 calendar days from issuance, after which rates are subject to recalibration based on prevailing server tariff updates.

4. Delivery, Deployment & Onboarding

Upon acceptance of a formal quote and payment of the initial kickoff commitment:

• Infrastructure Provisioning: Dedicated isolated compute nodes and sub-domains are provisioned within 48 business hours.
• Data Migration: Customer is responsible for providing data in standardized CSV/Excel templates. CypressIQ engineers validate data sanitization before production ingestion.
• Training & Handover: Training sessions for operational staff and field coordinators are delivered either virtually or on-site as designated in the applicable statement of work.

5. Infrastructure, Domain & Service Level Agreements (SLAs)

CypressIQ delivers high-availability cloud infrastructure with formal uptime commitments:

• Standard SLA: 8x5 support with guaranteed 8-hour first response time and 99.5% server availability.
• Priority SLA: Extended 12x7 support with 2-hour priority engineer response, proactive database health monitoring, and 99.8% server availability.
• Mission-Critical Hypercare: 24/7 dedicated engineering war room standby with 15-minute response times, redundant hot failover clusters, and real-time network attack mitigation during peak trading periods and election counting windows.

6. Fees, Invoicing & KRA eTIMS Compliance

All fees are quoted in Kenya Shillings (KES) or United States Dollars (USD) as specified on formal invoices.

• Fiscal Invoicing: All payments are receipted through official KRA eTIMS fiscal electronic tax invoices with verifiable QR codes.
• Payment Terms: Setup and one-time delivery fees are due at kickoff prior to production server handover. Recurring SaaS, VPS hosting, and SLA retainers are invoiced monthly in advance with a 7-day payment window.
• Taxes: Unless explicitly noted otherwise, quoted amounts are exclusive of Value Added Tax (VAT) and statutory withholding taxes where applicable by law.

7. ODPC Compliance, Confidentiality & Anti-Exfiltration

Both parties covenant to strictly comply with the Kenya Data Protection Act 2019 and guidelines issued by the Office of the Data Protection Commissioner (ODPC):

• Anti-Exfiltration Rule: In compliance with Sections 72 and 73 of the Data Protection Act, bulk database dumps, raw voter lists, or customer transaction exports are strictly restricted to authenticated Super Admins with active cryptographic audit logging.
• Zero Data Selling: CypressIQ will never sell, lease, or monetize customer data or voter voter records under any circumstances.
• Confidentiality: Both parties agree that technical architectures, algorithms, financial models, and strategic campaign data constitute strict proprietary confidential information.

8. Intellectual Property & Software Escrow

CypressIQ retains all title, copyright, patents, and intellectual property rights in and to its proprietary platforms, frameworks, algorithms, and source code. Customers own all proprietary customer data, uploaded logos, business records, and voter contact entries.

For Enterprise clients requiring source code continuity guarantees, CypressIQ offers third-party software escrow arrangements subject to a dedicated tripartite escrow agreement.

9. Warranties & Limitation of Liability

CypressIQ warrants that its software platforms will perform substantially in accordance with official technical documentation under normal operating conditions.

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages (including loss of profits, election outcome loss, or business interruption). CypressIQ's total aggregate liability arising under this Agreement shall not exceed the total fees paid by Customer to CypressIQ in the twelve (12) months preceding the event giving rise to liability.

10. Termination & Governing Law

Either party may terminate this Agreement upon thirty (30) days' written notice in the event of a material breach that remains uncured after the notice period. Upon termination, Customer data will be exported in standardized formats and retained for 30 calendar days before permanent cryptographic erasure.

This Agreement shall be construed in accordance with and governed by the Laws of the Republic of Kenya. Any dispute arising out of or in connection with this Agreement that cannot be settled amicably shall be submitted to binding arbitration in Nairobi, Kenya under the rules of the Chartered Institute of Arbitrators (Kenya Branch).