Master Services Agreement & Terms of Service

1. Definitions and Interpretation

1.1. In this Master Services Agreement ("Agreement"), the following terms shall bear the defined meanings assigned:

• "ChurchMate", "Company", "we", "us", or "our" refers to Quantum Kenya Limited, a technology enterprise incorporated under the Companies Act of Kenya, having its registered operational headquarters in Nairobi, Kenya.
• "Subscriber", "Church", "Customer", or "you" refers to the individual parish, diocese, ministry, fellowship, or religious entity on whose behalf this Agreement is executed.
• "Authorized Signatory" refers to the individual completing registration who warrants and represents possessing legal and canonical authority under the Church's constitution, bylaws, or applicable laws (including the Societies Act or Trustees (Continuation) Act of Kenya) to bind the Church.
• "Church Data" refers to all proprietary data, electronic files, member rosters, tithe and offering receipts, financial ledgers, pledge commitments, Sunday school records, pastoral counseling notes, marriage registers, death registers, and audio/text sermon records uploaded, transmitted, or entered into the Service by the Church or its members.
• "Service" encompasses the ChurchMate multi-tenant cloud software-as-a-service platform, local offline-synchronized desktop applications (for Windows, macOS, and Linux), mobile applications (Android), and communicant/member self-service portals.
• "DPA" refers to the Data Processing Addendum incorporated herein as Section 4 and Schedule A, satisfying the statutory requirements of Section 31 of the Kenya Data Protection Act, 2019, and Article 28 of the General Data Protection Regulation (GDPR).

2. Representation of Ecclesiastical & Legal Capacity

2.1. Warranty of Corporate / Ecclesiastical Authority: The individual accepting these terms warrants, under penalty of law, that:

3. Church Data Ownership & Confidentiality

3.1. Exclusive Church Ownership: As between the parties, the Church maintains sole and unencumbered ownership of, title to, copyright in, and all intellectual property rights in and to all Church Data. ChurchMate acquires no proprietary interest, equity, or commercial claim over any member list, contribution ledger, or pastoral record.

3.2. Limited Processing License: The Church grants ChurchMate solely a non-exclusive, worldwide, royalty-free, limited license to host, copy, transmit, back up, and display Church Data strictly to the extent necessary to provide, secure, and maintain the Service in compliance with this Agreement and the DPA.

3.3. Zero Commercial Exploitation: ChurchMate covenants and guarantees that it will NEVER sell, lease, rent, trade, monetize, or disclose Church Data to any commercial advertiser, third-party broker, political entity, or prospective investor.

3.4. Confidentiality Obligations: ChurchMate shall treat all Church Data as strictly confidential and shall ensure that all personnel, contractors, and engineers who have access to such data are bound by formal, written confidentiality agreements no less protective than this Section.

4. Data Protection & Statutory Compliance (Kenya KDPA & Global)

4.1. Statutory Recognition of Controller & Processor Roles: Under the Kenya Data Protection Act, 2019 (Act No. 24 of 2019), the EU General Data Protection Regulation (Regulation (EU) 2016/679), and the UK Data Protection Act 2018:

• The Church is the Data Controller regarding congregation records, determining the purposes and legitimate grounds for holding and processing congregant information.
• ChurchMate is the Data Processor, acting solely upon the verified instructions of the Church as formalized in our Data Processing Addendum (DPA), which is incorporated into this Agreement by reference.

4.2. Special Category / Religious Data Protection: Both parties acknowledge that Church Data comprises sensitive personal data under Section 44 of the KDPA and Article 9 of the GDPR (specifically religious beliefs, spiritual counseling, and familial bonds). The Church represents that its collection and processing of such data adheres to legitimate religious activities pursuant to Section 45 of the KDPA and Article 9(2)(d) of the GDPR. ChurchMate shall implement heightened encryption and technical isolation appropriate to the sensitive nature of such records.

4.3. Children's Records (Sunday School / Minor Communicants): The Church affirms compliance with Section 33 of the KDPA and Article 8 of the GDPR, warranting that parental or legal guardian consent has been acquired before enrolling minor children into Sunday School registers or automated church notifications.

5. Subscriptions, Billing, and Automated M-Pesa Processing

5.1. Subscription Packages: The Service is provided on a subscription basis under the tier selected by the Church during onboarding (e.g., Starter, Growth, Diocesan Enterprise) as detailed on our published schedule.

5.2. Payment Channels: Fees may be paid through automated Safaricom M-Pesa STK Push / Paybill / Till Number, electronic debit/credit card, direct bank transfer, or via manual invoice approval granted by the ChurchMate Super Administrator.

5.3. Taxes: All fees are stated exclusive of Value Added Tax (VAT) or statutory digital service taxes where applicable, which shall be charged in accordance with the Laws of Kenya or the Subscriber's tax jurisdiction.

5.4. 30-Day Free Trial & Grace Period: Unless otherwise agreed, new churches receive a 30-day risk-free trial. Following trial expiration, an account entered into arrears will be granted a mandatory 14-day operational grace period before portal features are restricted. At no point during suspension is Church Data altered or deleted.

6. Service Level Agreement (SLA) & Hybrid Offline Operation

6.1. Uptime Guarantee: ChurchMate shall use commercially reasonable efforts to achieve a monthly Service Uptime percentage of at least 99.5%, excluding scheduled maintenance announced at least 48 hours in advance.

6.2. High-Availability Dual-Node Architecture: The cloud platform operates with an automated hot-standby failover architecture (Primary: quantumkenya.com; Secondary Failover: ukwelicode.com) maintaining cryptographic HMAC verification to safeguard uninterrupted church operations.

6.3. Sunday Offline Mode: ChurchMate provides local-first offline synchronization through native desktop applications. The Church acknowledges that during internet outages or power disruptions, local ushers and treasury teams can continue recording attendance and offerings offline; local changes will automatically reconcile upon reconnection using vector clock conflict resolution.

7. Technical Security Safeguards

7.1. ChurchMate implements comprehensive Technical and Organizational Measures (TOMs) including:

• In-Transit Encryption: All data transmitted between user devices and ChurchMate servers is encrypted via TLS 1.3 with HSTS enforcement;
• At-Rest Encryption: Database backups, credentials, and API secret keys are encrypted using AES-256;
• Logical Tenant Isolation: Strict architectural separation of tenant database tables, preventing cross-tenant leakage;
• Automated Backups: Immutable daily offsite backups with 90-day retention for disaster recovery.

8. Term, Termination & Data Extraction Guarantee

8.1. Term: This Agreement begins upon the date the Church completes electronic registration and continues until terminated by either party.

8.2. Termination for Convenience: The Church may terminate its subscription at any time via the admin dashboard upon 30 days' written notice.

8.3. Mandatory 30-Day Data Extraction Window: Upon contract termination for any reason:

9. Limitation of Liability & Indemnification

9.1. Disclaimer of Indirect Damages: Neither party shall be liable to the other for indirect, special, incidental, exemplary, or consequential damages (including loss of anticipated donations or interruption of services) arising from this Agreement.

9.2. Liability Cap: To the maximum extent permitted by applicable law, ChurchMate's aggregate liability under any and all claims arising out of or related to this Agreement shall be strictly capped at the total amount paid by the Church to ChurchMate during the twelve (12) months immediately preceding the event giving rise to liability.

10. Governing Law, Dispute Resolution & International Arbitration

10.1. Biblical Conciliation First: In the spirit of Christian fellowship and 1 Corinthians 6:1-7, the parties agree that in the event of any operational or contractual disagreement, church leaders and executive officers of ChurchMate shall first engage in good-faith personal mediation for thirty (30) calendar days to resolve the matter amicably.

10.2. Governing Law: This Agreement shall be construed and governed in accordance with the Laws of the Republic of Kenya, without regard to conflict of laws principles.

10.3. Binding Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved amicably shall be referred to and finally resolved by arbitration in accordance with the Nairobi Centre for International Arbitration (NCIA) Rules or the Arbitration Act, 1995 (Kenya). The tribunal shall consist of one (1) arbitrator agreed upon by both parties, sitting in Nairobi, Kenya. The language of arbitration shall be English.

10.4. International Subscribers: For church subscribers operating outside Kenya (e.g. United States, United Kingdom, European Union, South Africa, Nigeria, Ghana), arbitration may alternatively proceed under the UNCITRAL Arbitration Rules administered by an internationally recognized arbitral institution agreed upon by the parties.

11. General Provisions

11.1. Entire Agreement: This Agreement, together with the Privacy Policy, Data Processing Addendum, and Acceptable Use Policy, constitutes the complete and exclusive statement of agreement between the parties.

11.2. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

11.3. Legal Inquiries & Notice Address: