DISPUTE RESOLUTION POLICY

DOCUMENT CONTROL

DOCUMENT APPROVERS

Approver	Approver Designation	Signature	Approval Date
Kenneth Kwesiga	Chief Executive Officer		4th March 2025

INTRODUCTION

Faced with the fact that payment systems and software development is an on-going process over the life cycle of a solution and that no payment system or software solution can be entirely complete at handover, through this policy, IOTEC LTD guarantees that it will always retain expertise on the delivered Solution to ensure quick and durable fixes to upcoming issues.

This policy is meant to prevent clients of IOTEC LTD from hiring expensive consultants to fix any problems, which will cause long down-times and high costs due to the time the consultants spend to get familiar with the system.

This policy is meant to provide a quick solution to the most common issues that may arise after deployment which include: -

New errors or bugs which might be discovered as the use and the technical environment evolves.

Performance tuning to improve the overall speed and user experience of the solution.

Security fixes are a constant requirement as new threats are created and discovered every day.

PURPOSE

The purpose of this policy is to ensure that clients of IOTEC LTD always have a technically updated payment and software solution.

To ensure that IOTEC LTD provides competent solutions to all technical issues raised by clients within an acceptable turnaround time considering the specific issue being fixed.

To provide a mode of resolution of disputes that may arise between IOTEC LTD and its clients or other interested parties in the course of execution of its business.

OBLIGATIONS OF IOTEC LIMITED

IOTEC LTD will perform support and maintenance tasks in such a manner that the payment systems and software solution, at a minimum, satisfy the same functional requirements as agreed.

IOTEC LTD will perform the support and maintenance tasks in accordance with IOTEC methodology, competence, organization, procedures, and processes.

IOTEC LTD undertakes to resolve all disputes that arise between it and its clients amicably without resort to judicial processes.

Resort will only be made to the judicial enforcement processes where the resolution of the dispute has become impossible and/or parties are not willing to amicably resolve the dispute.

DEFINITION OF A SUPPORT REQUEST

Support is provided for problems that occur due to a code that is not functioning as expected according to the initial contract of the solution or subsequent features that were fully paid for by the client. This policy does not provide support for problems that occur due to changes made to the Solution by clients of IOTEC Limited or for requests that qualify to be regarded as new system features.

A support request needs to contain all the information needed for ioTec Limited to reproduce and troubleshoot the problem. This information includes the name of the reporter, the contact of the reporter, the URL of the page where the problems occurs (if any), the description of the problem with screenshots (where possible), mobile device information such as device name, Sim card carrier and the operating system/browser of the user that experienced the problem, as well as the environment, date, and time.

ACCESSIBILITY

Support services will be provided during the Ordinary Schedule. The Ordinary Schedule includes all working days Monday through Friday excluding public holidays) between 9:00 am and 5:00 pm East African Time. Based on separate agreements, support services may be provided outside the Ordinary Schedule in exchange for special remuneration, both for individual incidents as well as on a permanent basis.

Primary contact for support requests is support@iotec.io. Requests will be answered within 1 (one) business day.

Support will in principle be provided on a remote basis, with travel to client premises taking place only when really required and on exceptional basis.

MAINTENANCE

ioTec shall maintain the solution in such a way that accessibility, stability, and security are safeguarded in accordance with industry standards.

In case of regular maintenance activities which can take place as often as once a month, the client shall be notified at least 48 hours in advance. This window is needed for upgrades and changes that may affect the operation of the services, both inside and outside the service period.

CRITICAL LEVELS

Work on support requests will start based on the criticality level of the reported failure. The criticality level is assessed jointly by ioTec Limited, and client based on the following levels:

Support work to remedy level I failures starts on the same day as when the failure was reported. For level I failures reported outside the Ordinary Schedule, support work starts at the beginning of the next Ordinary Schedule Day. ioTec Limited will keep clients updated during the support work.

Support work to remedy level II failures will usually start on the same day that the failure was reported, but in any case, within 3 (three) business days.

Support work to remedy level III failures will start once a week. If multiple level III failures occur that jointly lead to a significantly lower performance of the Solution, they will be re-categorized as level II failures.

Deployment of the remedied Solution occurs as soon as it is ready. IoTec Limited will not distribute solutions on Fridays or a business day prior to a statutory holiday unless the client explicitly requires it and it is reasonable in the circumstances to do so.

DUTY TO AMICABLY RESOLVE CONTENTIOUS DISPUTES

Any contentious dispute or disagreement arising between IOTEC, and its clients shall, upon the request of one Party to the other, be referred to Senior Management of each Party who shall meet within thirty (30) working days of such notice in good faith in order to determine whether the matter referred to them is capable of resolution and, if so, to resolve the matter between them.

If such Senior Management shall fail to reach an agreement within a reasonable time and in any event within thirty (30) working days of first meeting, any such dispute shall be referred to the Chief Executive Officer (or equivalent) of each of the Parties who shall meet in good faith within Fourteen (14) days of such dispute or disagreement being so referred in order to determine whether the matter referred to them is capable of resolution and, if so, to resolve such matters.

This clause and any discussion of senior management which takes place hereunder shall not prejudice any right or remedy which any Party may ultimately have in a Ugandan Court of Law should the matter fail to be resolved by such discussions within the timelines stipulated above.

WARRANTIES

IOTEC warrants that the services will be performed in a workmanlike and professional manner by appropriately qualified personnel.

IOTEC warrants that to the extent possible, that the work shall follow internationally accepted guidelines and conventions, the work shall be subject to an in-house quality assurance procedure and thoroughly tested before handed over to the clients.

LIMITATION OF LIABILITY

Under no circumstances shall IOTEC Limited, its contracted providers, its agents be held liable for any direct, indirect, incidental, special, or consequential damages that result from the use or inability to use the Solution developed and delivered pursuant to the agreement between the parties.

Clients of IOTEC Limited hereby acknowledge that the total liability for any damages, losses or causes of action, costs and attorney fees shall not exceed the contract value whether as resolved between the parties or because of any dispute resolution process unless otherwise determined by a court of law.

This policy does not cover fault remediation as a consequence of negligence on the part of clients of IOTEC, damage caused by conditions that clients of IOTEC bears the risks for, installation performed by the clients of software or software versions that are not covered by the scope of the payment system or software solution shortfalls in third party deliveries outside the control of Iotec.

Clients may request IOTEC to assist in remedying such situations on a consultant basis which will be invoiced at an hourly rate exclusive of tax.

FORCE MAJEURE

IOTEC limited shall not be liable for any loss suffered by the clients arising out of delay in or failure of performance, or non-performance of any of IOTEC’S obligations due to any cause, the adverse effects of which IOTEC could not reasonably avoid in the ordinary conduct of its business, provided;

IOTEC whose performance is delayed or prevented shall immediately give notice in writing to the client, an estimate of the duration of the force majeure event and the probable extent to which IOTEC shall be unable to observe or perform its obligations under the existing agreement.

AMENDMENT AND REVIEW OF THE POLICY

When any changes are made to this dispute resolution policy, IOTEC undertakes to provide the clients with a marked-up updated policy.

This policy shall be reviewed every two years, or when a significant change occurs, or when it is deemed necessary by the management or the Board at ioTec LTD.

ENFORCEMENT OF THE POLICY

This policy is binding on IOTEC and in the event of any breach or deviation that causes tremendous loss to the customer, IOTEC will be liable.

In case of any deviation from the policy or perceived deviation, the customer has a right to insist upon IOTEC’s strict adherence to the policy.