All terms, conditions, and provisions previously made available to Customer at Terms (the "Prior Terms") are hereby incorporated by reference into this Service Level Agreement and shall remain in full force and effect, except as expressly modified or superseded by the provisions contained herein. In the event of any conflict between the Prior Terms and this Service Level Agreement, the provisions of this Service Level Agreement shall control. Customer acknowledges that it has full knowledge of all the terms of this Service Level Agreement and those incorporated herein by reference.
1. SEOBLI CASHIER AVAILABILITY
The target is to provide availability of SEOBLI Cashier Services (i.e. the ability for Customer to be logged to SEOBLI Cashier Services) for a minimum of ninety nine point five percent (99.5%) of the time under which SEOBLI Cashier Services are not under (i) a Planned Service Interruption (as defined hereunder) or (ii) an interruption which is the result of a Customer’s request. This percentage of availability is calculated by deducting from 100% the number, expressed as a percentage, calculated by applying the following formula: number of minutes during which SEOBLI Cashier Services have not been available to Customer (only taking into account interruptions exceeding 5 minutes) during the calendar month due to reasons under SEOBLI's exclusive control, divided by the total number of minutes of such calendar month. For the avoidance of doubt, shall not constitute reasons under SEOBLI's exclusive control, without the foregoing being limitative, any electrical, utility or telecommunication outages, or significant telecommunication performance degradation.
A “Planned Service Interruption” time means the period of time necessary to interrupt SEOBLI Cashier Services in order to perform scheduled preventive or corrective maintenance. Interruptions for i) preventive or corrective maintenance is permitted each quarter for a maximum duration of forty-eight (48) hours.
An “Emergency Service Interruption” may happen at any time without notice in order to fix a critical problem. Critical problems may include, without limitation i) attacks on SEOBLI Cashier Services (including a denial of service attack), ii) Customer’s use of SEOBLI Cashier Services disrupting SEOBLI Cashier Services or creating a security risk to SEOBLI or to any SEOBLI Customer, iii) harming of SEOBLI systems or any SEOBLI Customer’s systems or iv) creating a likely risk of the foregoing, or v) using SEOBLI Cashier Services for fraudulent or illegal activities.
2. USAGE ALLOCATION & SERVICE CREDITS
Access to SEOBLI Cashier Services shall be governed by a usage credit allocation system. Customer's ability to access and utilize SEOBLI Cashier Services is contingent upon the availability of sufficient service credits (individually, a "Service Credit" and collectively, "Service Credits") in Customer's account. Service Credits represent pre-purchased units of access that are debited based on Customer's utilization of SEOBLI Cashier Services.
The activities, operations, functions, and computational resources that constitute consumption of Service Credits (the "Credit Consumption Events") shall be determined by SEOBLI in its sole and absolute discretion. Credit Consumption Events may include, without limitation, data processing operations, storage utilization, bandwidth consumption, feature access, API calls, and any other measurable or discretionary usage parameters. SEOBLI reserves the right to define, modify, and update the Service Credit consumption rates, allocation methodologies, and debit parameters at any time without prior notice to Customer. Such determinations shall be made on a discretionary basis and need not be disclosed to Customer in detail. Service Credit consumption metrics, calculations, weightings, and allocations are proprietary to SEOBLI and shall be applied as SEOBLI deems appropriate for each Customer account and usage pattern. Customer acknowledges that different activities may consume Service Credits at different rates, and that such rates are subject to change at SEOBLI's discretion.
Service Credits shall expire twelve (12) months from the date of purchase. Any Service Credits remaining unused in Customer's account upon expiration shall be automatically forfeited without compensation, refund, or credit toward future purchases. Customer acknowledges and agrees that unused Service Credits have no cash value and cannot be redeemed, exchanged, or refunded under any circumstances.
Service Credits shall be consumed on a first-in, first-out (FIFO) basis, whereby the oldest Service Credits in Customer's account shall be debited first for any Credit Consumption Event. This policy ensures that Service Credits approaching their expiration date are utilized prior to more recently purchased Service Credits, and Customer acknowledges that this methodology may prevent the accumulation of large Service Credit balances and may require regular replenishment of Service Credits to maintain continuous access to SEOBLI Cashier Services.
3. PRICING & MINIMUM PURCHASE REQUIREMENTS
Customer acknowledges and agrees that the pricing applicable to Service Credits shall be established exclusively by SEOBLI, at such rates and in such denominations as SEOBLI may determine in its sole and absolute discretion. Notwithstanding the foregoing, each individual purchase or replenishment transaction of Service Credits shall require a minimum expenditure of two thousand Kenyan Shillings (KES 2000), denominated in the applicable currency specified in the Agreement. For the avoidance of doubt, the minimum expenditure requirement shall apply irrespective of the aggregate balance of Service Credits already held by Customer, and no transaction shall be processed below said threshold. SEOBLI expressly reserves the right, exercisable at any time and from time to time, to revise, adjust, or otherwise modify the pricing of Service Credits, including but not limited to the applicable rates, denominations, and minimum expenditure requirements, upon written notice to Customer. Such modifications shall take effect as of the date specified in the notice and shall be binding upon Customer without the necessity of further consent.
4. GRACE PERIOD FOR SERVICE CREDIT REPLENISHMENT & ACCOUNT INACTIVITY
In the event that Customer's Service Credit balance reaches zero (0), SEOBLI shall maintain the operational status of Customer's systems and SEOBLI Cashier for a minimum period of twenty-four (24) hours (the "Grace Period") to provide Customer with reasonable opportunity to replenish its Service Credit balance. Notwithstanding the foregoing, SEOBLI shall have no obligation to maintain service beyond the Grace Period if Customer fails to replenish its Service Credit balance, and SEOBLI may suspend or terminate access to SEOBLI Cashier Services without further notice upon expiration of the Grace Period.
In the event that Customer's account remains inactive for a continuous period of sixty (60) consecutive calendar days or more, as measured by the absence of any Credit Consumption Events or account access during such period (the "Inactivity Period"), SEOBLI reserves the right to suspend Customer's account and restrict access to SEOBLI Cashier Services. Customer acknowledges that account suspension due to inactivity is implemented to maintain system security, optimize resource allocation, and ensure that active accounts receive priority support and service.
Reactivation of a suspended account shall require Customer to pay a setup fee (the "Reactivation Fee") in an amount to be determined by SEOBLI at its sole discretion, which fee shall be in addition to any Service Credit purchases required to resume use of SEOBLI Cashier Services. The Reactivation Fee compensates SEOBLI for administrative costs, system reconfiguration, security verification, and technical resources required to restore Customer's account to active status. Customer shall not be entitled to any refund or credit for the Reactivation Fee under any circumstances.
5. ADDITIONAL IMPLEMENTATION SUPPORT SERVICES
Additional Implementation Support Services shall mean implementation support activities requiring the physical presence of SEOBLI personnel at the Customer’s facilities or designated locations. Such services may include, by way of example and without limitation, i) system configuration guidance, ii) process optimization support, iii) equipment recommendations, iv) data migration oversight, v) user training, vi) integration support, and vii) operational efficiency audits.
On-Site Professional Services provided during the first seven (7) calendar days following Customer's initial adoption and implementation of SEOBLI Cashier Services (the "Initial Adoption Period") are included within the scope of the Agreement at no additional charge, subject to the terms and conditions set forth in the Agreement.
Any On-Site Professional Services requested by Customer and performed after the expiration of the Initial Adoption Period shall be charged separately and shall not be included in the fees for SEOBLI Cashier Services. Such additional services shall be billed at SEOBLI's then-current professional services rates, and Customer shall be invoiced separately for such services in accordance with the payment terms set forth in the Agreement.
6. ADVANCED FEATURE ACCESS & TENURE REQUIREMENTS
Certain advanced features and capabilities of SEOBLI Cashier Services, including without limitation artificial intelligence functionalities, machine learning capabilities, predictive analytics, intelligent automation, advanced data processing algorithms, and other enhanced technological features (collectively, "Advanced Intelligence Features"), shall be subject to tenure-based unlock requirements.
Access to Advanced Intelligence Features shall become available to Customer only after Customer has maintained continuous, uninterrupted use of SEOBLI Cashier Services for a minimum period of six (6) months or twelve (12) months, as specified for each particular Advanced Intelligence Feature in the Documentation (the "Tenure Requirement"). The Tenure Requirement period shall commence on the date of Customer's initial activation of SEOBLI Cashier Services.
Any lapse, suspension, or interruption in the Customer’s use of SEOBLI Cashier Services for a continuous period exceeding thirty (30) consecutive calendar days (each such period, an “Extended Interruption”) shall result in the automatic reset of the Tenure Requirement calculation. Upon the occurrence of an Extended Interruption, the Customer shall be required to recommence the applicable tenure period in its entirety, measured from the date on which service access is resumed. The reset of the Tenure Requirement shall apply irrespective of the reason for the Extended Interruption, provided that such interruption is not attributable to a Planned Service Interruption or to circumstances outside the exclusive control of SEOBLI. Customer expressly acknowledges and agrees that the Tenure Requirement is implemented to ensure that Advanced Intelligence Features are made available solely to users who have demonstrated sustained familiarity with, and consistent utilization of, the core functionality of SEOBLI Cashier Services.
7. IN-DEPTH REPORTING
SEOBLI shall make available to Customer comprehensive in-depth reports covering all aspects of Customer's usage, performance metrics, system status, and such other information as SEOBLI deems relevant (the "In-Depth Reports"). In-Depth Reports shall be made available to Customer commencing five (5) calendar days prior to the conclusion of each calendar month and shall remain available for access and download until 11:59 PM on the last day of such calendar month (the "Reporting Availability Window"). Customer bears sole responsibility for downloading and preserving any In-Depth Reports during the Reporting Availability Window. Customer may request access to In-Depth Reports after the expiration of the Reporting Availability Window; provided, however, that retrieval of such historical reports shall require consumption of Service Credits from Customer's account. The number of Service Credits consumed for retrieval of historical In-Depth Reports shall be determined by SEOBLI in accordance with Section 2 hereof and may constitute a considerable expenditure of Customer's available Service Credit balance.
8. DATA RETENTION & ARCHIVE ACCESS
CUSTOMER DATA SHALL BE MAINTAINED WITHIN THE PRIMARY STORAGE ENVIRONMENT DESIGNATED FOR IMMEDIATE AVAILABILITY (THE “ACTIVE STORAGE TIER”) FOR A DURATION NOT EXCEEDING NINETY (90) CONSECUTIVE CALENDAR DAYS FROM THE DATE OF INITIAL CREATION OR MOST RECENT MODIFICATION, WHICHEVER IS LATER. UPON THE EXPIRATION OF THE ACTIVE STORAGE TIER PERIOD, CUSTOMER DATA SHALL BE TRANSITIONED AUTOMATICALLY TO A SECONDARY STORAGE ENVIRONMENT (THE “ARCHIVE TIER”). DATA RESIDING IN THE ARCHIVE TIER SHALL REMAIN PRESERVED AND RETRIEVABLE BY CUSTOMER; PROVIDED, HOWEVER, THAT ACCESS TO SUCH DATA SHALL BE SUBJECT TO ELEVATED RESOURCE UTILIZATION REQUIREMENTS, INCLUDING BUT NOT LIMITED TO THE SUBSTANTIAL CONSUMPTION OF SERVICE CREDITS. EACH REQUEST FOR RETRIEVAL, QUERY EXECUTION, OR ACCESS OPERATION DIRECTED TO CUSTOMER DATA MAINTAINED IN THE ARCHIVE TIER SHALL INCUR SERVICE CREDIT DEBITS AT RATES MATERIALLY HIGHER THAN THOSE APPLICABLE TO ACTIVE STORAGE TIER OPERATIONS. THE APPLICABLE DEBIT RATES SHALL BE DETERMINED BY SEOBLI IN ACCORDANCE WITH SECTION 2 OF THIS AGREEMENT AND MAY VARY DEPENDING ON, WITHOUT LIMITATION, THE VOLUME OF DATA REQUESTED, THE COMPLEXITY OF THE RETRIEVAL OPERATION, AND OTHER PARAMETERS AS DETERMINED BY SEOBLI IN ITS SOLE DISCRETION.
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ARCHIVE TIER STORAGE CONSTRUCT IS DESIGNED TO ACHIEVE A BALANCE BETWEEN LONG‑TERM PRESERVATION OF CUSTOMER DATA AND THE OPTIMIZATION OF SYSTEM PERFORMANCE. CUSTOMER FURTHER ACKNOWLEDGES THAT REPEATED OR REGULAR ACCESS TO DATA MAINTAINED IN THE ARCHIVE TIER MAY RESULT IN SIGNIFICANT SERVICE CREDIT CONSUMPTION, AND IS THEREFORE ENCOURAGED TO MAINTAIN INDEPENDENT LOCAL COPIES OF DATA ANTICIPATED TO REQUIRE FREQUENT ACCESS.
9. IMAGE FILE STORAGE & INCORPORATION
SEOBLI Cashier Services do not provide storage capabilities for image files, photographs, graphics, or any other visual media files (collectively, "Image Files"). Customer acknowledges and agrees that any incorporation of Image Files into Customer's use of SEOBLI Cashier Services shall be accomplished solely through the use of external hyperlinks or uniform resource locators (URLs) that reference Image Files stored on different services provided by us, Customer's own systems or third-party hosting services.
Customer bears sole responsibility for ensuring the availability, accessibility, and proper functioning of any external links to Image Files. SEOBLI shall have no liability for broken links, unavailable Image Files, or any issues arising from Customer's method of incorporating Image Files into its use of SEOBLI Cashier Services. Customer bears sole responsibility for ensuring the availability, accessibility, and proper functioning of any external links to Image Files. SEOBLI shall have no liability for broken links, unavailable Image Files, or any issues arising from Customer's method of incorporating Image Files into its use of SEOBLI Cashier Services.
Customer acknowledges and agrees that the use of third-party links to incorporate Image Files may result in the introduction of third-party tracking technologies, including without limitation cookies, web beacons, pixels, or other similar technologies (collectively, "Third-Party Tracking Technologies"). Such Third-Party Tracking Technologies are controlled by the third-party service providers hosting the Image Files and are not within the control of SEOBLI. Customer is solely responsible for understanding and managing the privacy implications of Third-Party Tracking Technologies introduced through external Image File links, including compliance with all applicable privacy laws and regulations.
10. SERVICE EXCLUSIVITY & COMPLIANCE AUDITS
Customer covenants and agrees that during the term of the Agreement and for so long as Customer maintains an active account for SEOBLI Cashier Services, Customer shall not use, subscribe to, access, or otherwise engage with any competing services, platforms, or solutions that provide functionality substantially similar to SEOBLI Cashier Services (collectively, "Competing Services"). For purposes of this provision, "substantially similar" shall mean any service that performs functions comparable to the core features of SEOBLI Cashier Services, as determined by SEOBLI in its reasonable discretion.
SEOBLI reserves the right to conduct periodic compliance audits to verify Customer's adherence to the exclusivity obligation set forth in Section 10.1. Such audits may be conducted remotely through automated monitoring tools, review of Customer's systems and accounts, examination of usage patterns, or through other means as SEOBLI deems appropriate. Customer agrees to cooperate fully with any such audit and to provide SEOBLI with reasonable access to information, systems, and personnel as necessary to complete the audit. Any breach of the exclusivity obligation set forth in Section 10.1, as determined by SEOBLI through audit or other means, shall constitute a material breach of the Agreement. Upon discovery of such breach, SEOBLI shall have the right to immediately terminate Customer's access to SEOBLI Cashier Services and the Agreement in its entirety, without prior notice and without any obligation to provide refunds for unused Service Credits, prepaid fees, or any other amounts previously paid by Customer. Customer shall remain liable for any damages, losses, or costs incurred by SEOBLI as a result of such breach.
11. MANAGED ACCOUNT STRUCTURE & HIERACHICAL PERMISSIONS
SEOBLI Cashier Services permit the creation and management of multiple user accounts within Customer's organizational structure (each, a "Managed Account" and collectively, "Managed Accounts"). There shall be no limitation on the number of Managed Accounts that may be created under Customer's primary account (the "Main Account"). The Main Account holder is designated as the primary administrator with full access rights and shall have the capability to establish hierarchical permissions whereby certain Managed Accounts may be granted administrative privileges to manage and oversee other Managed Accounts (such accounts with elevated privileges, "Administrative Managed Accounts"). Customer acknowledges that it is essential for the holder of the Main Account to maintain awareness of and actively monitor the hierarchical structure of Managed Accounts and Administrative Managed Accounts in order to effectively manage activity, maintain security, ensure compliance with organizational policies, and prevent unauthorized access or actions.
Notwithstanding any administrative privileges granted to Managed Accounts or Administrative Managed Accounts, the permanent deletion or complete removal of records, data, or any information within SEOBLI Cashier Services (collectively, "Record Deletion") shall be an action exclusively reserved to and executable solely by the Main Account holder. No Managed Account or Administrative Managed Account, regardless of the level of administrative privileges granted, shall have the authority to perform Record Deletion. Managed Accounts and Administrative Managed Accounts shall be limited to modifying the status of activities, records, and data (including without limitation marking items as active, inactive, pending, completed, archived, or any other status designation provided within SEOBLI Cashier Services) but shall not have the capability to permanently delete such items. Customer acknowledges that this hierarchical permission structure is designed to maintain data integrity, provide audit trail capabilities, and prevent inadvertent or unauthorized data loss.
The Main Account holder bears sole responsibility for managing user permissions, monitoring the activities of all Managed Accounts and Administrative Managed Accounts, and ensuring that access levels are appropriately configured in accordance with Customer's internal policies and security requirements. SEOBLI shall have no liability for actions taken by Managed Accounts or Administrative Managed Accounts that have been granted permissions by the Main Account holder.
12. NO THIRD PARTY BENEFICIARIES
This Service Level Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Service Level Agreement.