Terms and Conditions

These Terms and Conditions ("Agreement") govern the use of services offered by Boya Limited ("Boya", "we", "us",or "our"). By accessing or using our platform, mobileapplication, or services, you confirm that you have read, understood, and agreed to be bound by these Terms. If you do not agree to these Terms, you must not use the Services.

1.       INTRODUCTION

Boya provides a digital financial platform that enables business entities to issue expense cards, manage business spending, integrate financial data, and access related services through authorised financial partners ("Banking Providers"). These Terms outline the rights and obligations of the parties and form a legally binding contract between Boya and any entity that accesses or uses the Services ("Customer").

By accepting these Terms, the Customer confirms that it is a legally registered entity and that its representatives have the authority to enter into binding agreements. The Services are available only to entities operating within Kenya or other approved jurisdictions.

2.       ELIGIBILITY AND REGISTRATION

Only business entities duly registered and in good standing in their jurisdiction of incorporation may apply to use the Services. During the registration process, the Customer must submit all required Customer Information, including legal name, registration number, business and contact details, and information relating to the beneficial owners, administrators, and authorised users.

Boya reserves the right to reject any application for a Corporate Account if the Customer fails to meet the eligibility criteria or provides incomplete, false, or misleading information. The Customer must keep all submitted information accurate and up to date throughout the duration of its use of the Services.

3.       DESCRIPTION OF SERVICES

Boya provides access to a digital dashboard and mobile application that allows Customers to issue and manage expense cards (physical or virtual), track spending, view statement, and generate financial reports. The Customer may integrate its bank or mobile money accounts and authorise employees (Authorised Users) to use Cards for legitimate business expenses.

All Services are provided subject to these Terms, any applicable Banking Provider agreements, and Boya’s internal policies. Boya may update, expand, restrict, or discontinue any Services upon providing not less than thirty (30) days’ written notice to the Customer, unless required by law or regulatory directive to implement changes earlier.

4.       CUSTOMER OBLIGATIONS

The Customer shall be solely responsible for the use of its Corporate Account. The Customer must designate at least one Administrator who will have the authority to manage the Account, invite other Authorised Users, and make changes to settings.

The Customer must ensure that its Authorised Users comply with these Terms and only use the Services for valid and lawful business purposes. It must monitor Account activity, maintain confidentiality of login credentials, and promptly report any security breaches or unauthorised use.

The Customer must comply with all applicable laws including anti-money laundering regulations, anti-corruption laws, and the Data Protection Act, 2019, Laws of Kenya. Any changes to corporate structure, beneficial ownership, or contact details must be reported to Boya without delay.

5.       ACCOUNT SECURITY

The Customer is responsible for maintaining the integrity and security of its Account and access credentials. Each Authorised User must have their own login credentials and must not share them with others. The Customer must take reasonable measures to prevent misuse, fraud, and loss of data or funds.

In the event of any suspected compromise of login credentials or fraudulent use of Cards, the Customer must notify Boya immediately. Boya may suspend access temporarily or permanently if it believes the Account has been compromised, misused, or used for unlawful purposes.

6.       FEES AND PAYMENT TERMS

Fees for the Services will be clearly communicated on Boya’s website or through formal notification to the Customer. Fees may include monthly subscription fees, transaction fees, card issuance charges, or other applicable charges.

Boya may revise its fees with not less than thirty (30) days’ written notice. All applicable fees will be debited automatically from the Corporate Account. If the Customer disputes any fee, the Customer must notify Boya within seven (7) days from the date of the fee notice. Failure to raise a dispute within this period shall be deemed acceptance of the charges.

7.       DATA PROTECTION AND PRIVACY

Boya processes Customer Information and Personal Data in accordance with the Data Protection Act, 2019, Laws of Kenya and Boya’s Privacy Policy. The Customer retains ownership of all Customer Data submitted through the Services. By using the Services, the Customer grants Boya a limited licence to process such data for the purposes of delivering, maintaining, and improving the Services.

Boya may share Customer Information with Banking Providers, third-party service providers, or regulators where necessary to comply with legal obligations or support service provision. Aggregated and anonymised data may be used for analytical or research purposes provided it does not identify the Customer or its users.

8.       INTELLECTUALPROPERTY

All intellectual property rights in the Boya platform, application, documentation, content, and trademarks belong exclusively to Boya and its licensors. The Customer is granted a limited, non-exclusive, non-transferable licence to access and use the platform solely for its internal business use during the term of this Agreement.

The Customer shall not copy, modify, reverse engineer, or distribute any part of the Boya Services or intellectual property. Any unauthorised use of Boya’s intellectual property shall constitute a material breach of this Agreement.

9.       THIRD-PARTY CONTENT AND SERVICES

The Services may contain links or integrations with third-party platforms,websites, or content not owned or controlled by Boya. Boya does not endorse,warrant, or assume any responsibility for any third-party services or content.The use of such services is entirely at the Customer’s own risk. Boya shall not be liable for any loss, damage, or harm arising out of or in connection with the use of third-party services, including any information, transactions, or materials found on or through such platforms.

10.    PROMOTIONS AND CUSTOMER FEEDBACK

Fromtime to time, Boya may offer promotional features, rewards, or benefits to Customers. These promotions may be subject to specific terms and eligibilitycriteria, which will be communicated separately. Boya reserves the right to modify, suspend, or withdraw promotions without notice, subject to applicable law.

Bysubmitting suggestions, feedback, or comments regarding the Services ("Feedback"),the Customer grants Boya a perpetual, irrevocable, royalty-free licence to use,reproduce, modify, distribute, and otherwise exploit such Feedback in any manner, without any obligation to the Customer. Boya may use such Feedback to improve its Services or develop new products, provided it does not discloseconfidential or personal information in breach of applicable law.

11.    CLASS ACTION WAIVER

To the fullest extent permitted by law, each party agrees that any claims or disputesarising from this Agreement must be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. No arbitration or other proceeding shall be combinedwith another without the prior written consent of all parties to all affected arbitrations or proceedings.

12.    CARD ISSUANCE AND USE

Cards may be issued as physical expense cards (PECs) or virtual expense cards(VECs) upon request by the Customer. Each Card must be activated by the designated Authorised User before use. Authorised Users may use the Cards to make business-related payments only.

PIN entry for PECs is limited to three consecutive attempts. On the third failed attempt, the Card will be disabled. Cards reported lost, stolen, or compromised must not be reused even if recovered, and must be reported to Boya immediately for cancellation and replacement.

Boya reserves the right to block or suspend Cards for security reasons or due to suspected unauthorised use. Card limits and controls are accessible via the Boya Dashboard.

13.    CONDUCT TOWARDS BOYA STAFF

The Customer is expected to ensure that its representatives, Authorised Users, and Administrators interact respectfully with Boya personnel. Boya reserves the right to suspend or terminate Services where there is evidence of abusive, harassing,or threatening conduct directed towards its team members.

14.    COMPLAINTS HANDLING

Customers may submit complaints or service-related concerns by email to support@boyahq.com, via the chat function on the Boya Dashboard, or by postal mail to Boya’s registered office. Boya will acknowledge receipt of complaints within a reasonable period and endeavour to resolve all issues promptly and fairly.

15.    PROHIBITED USE

The Services may not be used for any unlawful activity or for purposes that violate applicable laws or regulations. This includes, but is not limited to,activities involving fraud, money laundering, terrorism financing, gambling,distribution of harmful or obscene content, impersonation, hacking, spamming,or any form of unauthorised data mining.

Customers may not use the Services to facilitate transactions for third parties not affiliated with the registered business or allow unauthorised persons to accessor operate the Corporate Account. Boya may suspend or terminate Services immediately upon detecting such activity and shall report it to relevantauthorities where required.

16.    CUSTOMER INFORMATION OBLIGATIONS

The Customer agrees to provide Boya with accurate and complete information upon registration and throughout the term of this Agreement. This includes corporatedocuments, ownership details, contact information, and KYC-related documents. The Customer must promptly update Boya with any changes to its business structure,beneficial ownership, or contact details. Failure to supply updated information upon request may result in suspension of Services or closure of the Corporate Account.

17.    SUSPENSIONAND TERMINATION

Eitherparty may terminate this Agreement by providing not less than Sixty  (60) days’ written notice to the other party.Boya may suspend or terminate the Services immediately in the event of fraud,unlawful activity, non-compliance with these Terms, or where required to do soby law or court order. Where feasible and not prohibited by law, Boya shall provide at least twenty-four (24) hours’ notice of any suspension along with the reason for the action. Upon termination, Boya shall settle any outstanding obligations to the Customer, including refund of any unused funds in the Corporate Account, within thirty (30.)days, subject to applicable legal or regulatory restrictions. Rights and obligations accrued prior to termination shall survive the termination of this Agreement.

18.    LIMITATIONOF LIABILITY

To the fullest extent permitted by law, Boya shall not be liable to the Customer for any indirect, incidental, special, or consequential loss, including loss of profits, loss of data, or business interruption, arising from the use of the Services.

Boya's total liability for any direct loss suffered by the Customer under this Agreement shall not exceed the total amount of fees paid by the Customer in the six (6) months preceding the claim. Boya shall not be liable for loss resulting from third-party systems, Customer negligence, or unauthorised access caused by the Customer’s failure to safeguard credentials.

Boya shall not be held liable for any delays, errors, or system failures arising directly from the actions or omissions of third parties.

19.    INDEMNITY

The Customer agrees to indemnify and hold harmless Boya, its affiliates, officers,employees, and agents from any claims, damages, losses, or liabilities arising out of (i) the Customer’s breach of these Terms, (ii) the misuse of the Services by Authorised Users, or (iii) any third-party claims resulting from the Customer’s unlawful use of the Services.

20.    GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute or claim arising out of or relating to this Agreement which cannot be resolved through informal negotiations shall be referred to arbitration in accordance with the Nairobi Centre for International Arbitration (NCIA) Rules.

The seat of arbitration shall be Nairobi,Kenya. The language of the arbitration shall be English.

Either party has the right to challenge an award under Section 35 of the Arbitration Act.

21.    AMENDMENTS

Boya may revise these Terms from time to time. Any amendment shall take effect not less than thirty (30) days from the date on which Boya notifies the Customer of the changes, unless otherwise required by law.

Ifthe Customer objects to the revised Terms, the customer may  may terminate the Agreement within the notice period. Continued use of the Services after the effective date shall be deemed acceptance of the amended Terms.

22.    GENERAL PROVISIONS

All notices and communications under this Agreement shall be sent by email, through the Boya Dashboard, or by any other method agreed between the parties. Boya may assign or transfer this Agreement as part of a corporate restructure, merger,or acquisition provided that it gives the Customer at least thirty (30) days pror written notice. The Customer may not assign its rights or obligationswithout prior written consent.

Ifany provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure by either party to enforce any right or provision shall not constitute a waiver of such right or provision.

23.    TAX OBLIGATIONS

Eachparty shall be solely responsible for its own tax obligations under applicable law. Boya shall not pass on any of its statutory tax obligations to the Customer, unless explicitly permitted under Kenyan tax laws. Any withholding tax, VAT, or statutory deductions applicable to the Customer shall be borne and accounted for by the Customer unless agreed otherwise in writing.

24.    DEFINITIONS

Administrator means an individual appointed by the Customer to manage the Corporate Accountand authorised to act on the Customer’s behalf.

Authorised User means an individual who is authorised by the Customer to access and use the Services under its Corporate Account.

Banking Provider refers to a licensed financial institution that offers banking services through integration with the Boya platform.

Cards refer to both physical and virtual expense cards issued through Boya to Authorised Users.

Corporate Account means the business account opened by the Customer on the Boya platform for accessing the Services.

Customer refers to the legal entity that has accepted these Terms and is authorised to use the Services.

Customer Information means all information and documentationsubmitted by the Customer for account creation, maintenance, and compliance,including business and personal data.

Dashboard Data refers to the information available on the Boya Dashboard, including financial transactions, expense reports, card usage,and user activity.

Intellectual Property means all patents, copyrights, trade marks,service marks, trade names, domain names, rights in software, trade secrets,and all other proprietary rights recognised in any jurisdiction. Intellectual Property includes rights owned by both Boya and the Customer, and any improvements or derivative works created during the course of this Agreement.

Marks includes names, logos, and branding elements of both Boya and the Customer,used solely as authorised in writing.

Personal Data means any information that relates to an identified or identifiable individual as defined under the Data Protection Act,2019, Laws of Kenya.

Services means the digital financial tools and features provided by Boya, including butnot limited to, card issuance, spend tracking, reporting, and integrations.

Third-Party Providers means service providers engaged by Boya to support the delivery of the Services, such as verification partners, softwarevendors, or Banking Providers.

Annexes(to be issued separately):

1. Service Level Agreement     (SLA). It addresses uptime, system failure remedies, and service  availability.
2. Wallet-as-a-Service     (WaaS) & Card-as-a-Service (CaaS) Terms. It includes refund timeframes, partner responsibilities, and product-specific terms.
3. Privacy Policy. It outlines how Customer Information and Personal Data are handled and protected.

CONTACT INFORMATION

‍Boya Limited
P.O. Box 245111‑00502
Nairobi, Kenya
Email: support@boyahq.com
Website: www.boyahq.com