Customer Agreement

Each Project is sold on a time-bounded basis. The Access Window begins when VoteEdge issues the first invitation to an Authorised User for that Project and runs for the duration stated on the Order Form, after which login by the Customer’s Authorised Users will be denied unless the Access Window is extended.

Expiry is automatic. The Platform will not accept logins from Authorised Users tied to an expired Project from the moment of expiry. Customer Data is retained per clause 15 and may be re-opened during the data retention window through a renewed Order Form.

The Access Window may be extended by mutual written agreement on a new or amended Order Form. VoteEdge may, at its discretion, extend an Access Window in response to a Customer’s extension request prior to expiry; any such extension does not waive any other provision of this Agreement.

VoteEdge will give the Customer notice of upcoming expiry by email at 90, 30, 15, and 7 days before expiry, and daily during the final week. Notifications are operational; failure to deliver any one notice does not extend the Access Window or entitle the Customer to any remedy.

Use the Platform only for lawful research, field operations, and results-transmission purposes, in compliance with the applicable election laws of the relevant jurisdiction (including, as applicable, the Electoral Act 2022 (Nigeria); the Representation of the People Law 1992 (PNDCL 284) and the Public Elections Regulations 2020 (C.I. 127), as amended (Ghana); the Elections Act 2011 (Kenya); the Electoral Act 1998 (Act 73 of 1998) (South Africa); and Organic Law N° 003/2019 of 04/03/2019 governing elections in Rwanda, as amended).

Be responsible for the acts and omissions of its Authorised Users; promptly remove access for any Authorised User who ceases to be entitled to it; and not share access credentials with any non-Authorised User.

Recruit Respondents in accordance with the Customer’s own ethics protocols and applicable research-industry codes, including any applicable consent, voluntariness, and non-coercion requirements, and including any specific protections that apply to vulnerable groups.

For each Field Team member enrolled via the election-day enrollment flow, ensure that the agent has been given an adequate privacy notice and has given specific, informed consent to the collection of biometric data (the selfie taken at enrollment), as required by Nigeria (NG · NDPA 2023, s. 30), Ghana (GH · Data Protection Act 2012 (Act 843), s. 35), Kenya (KE · Data Protection Act 2019, s. 44), South Africa (ZA · POPIA, s. 26 + s. 27), and Rwanda (RW · Law N° 058/2021, art. 5(2)). The Platform’s consent flow is provided as a convenience; the Customer remains the data controller for the agent’s biometric data and bears primary regulatory responsibility for that processing.

Not use, or permit any Authorised User to use, the Platform to defame, harass, intimidate, or unlawfully target any individual, including any candidate, party member, electoral officer, journalist, civil-society representative, or Respondent.

Not use the Platform to suppress voter turnout, to discourage lawful electoral participation, to spread material the Customer knows or suspects to be false about a candidate or the electoral process, or to breach any rule, directive, or code of conduct issued by an Electoral Authority.

The Customer will pay the fees stated on the Order Form. Fees are exclusive of value-added tax (VAT), goods-and-services tax (GST), withholding tax, and any other applicable taxes, unless the Order Form states otherwise. The Platform invoices VAT-inclusive in those jurisdictions where VoteEdge is required to charge VAT under local law, in which case the rate is applied at the country’s prevailing statutory rate.

Payment is made through the rail and currency stated on the Order Form. Where supported, local payment rails are made available in the Customer’s country and currency (currently Nigerian Naira, Ghanaian Cedi, Kenyan Shilling, South African Rand, and Rwandan Franc). Where not supported, payment is by direct invoice in a currency mutually agreed.

Unless the Order Form states otherwise, fees are payable in full before the Access Window begins. The Access Window will not begin until VoteEdge confirms receipt of payment. Late payment of any extension fee may delay the corresponding extension of the Access Window.

VoteEdge will issue a tax-compliant invoice in the relevant jurisdiction, including the applicable VAT rate where charged. The Customer is responsible for any withholding-tax obligations under the laws of its own jurisdiction.

Except where this Agreement expressly provides for a refund, fees are non-refundable. If the Customer terminates this Agreement or a Project early for convenience, no pro-rata refund is payable. Termination for VoteEdge’s material breach is treated separately under clause 14.

All Intellectual Property Rights in and to the Platform, including any updates, enhancements, or derivative works, are and remain the property of VoteEdge or its licensors. Nothing in this Agreement transfers any ownership of those rights to the Customer. The Customer is granted a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for the duration of the Access Window for the specific Project for which it is purchased.

All Intellectual Property Rights in and to Customer Data, as between the parties, remain with the Customer. The Customer grants VoteEdge a worldwide, non-exclusive, royalty-free licence to host, process, transmit, copy, display, and otherwise use Customer Data solely as necessary to provide the Platform under this Agreement.

VoteEdge may use Customer Data in aggregated, anonymised, and de-identified form, without attribution to the Customer or any Respondent, to operate, maintain, secure, and improve the Platform. Such use does not include the publication of Customer-identifiable insights. VoteEdge may use Customer Data in aggregated and anonymised form, without attribution to any Customer or Respondent, to operate, maintain, secure, and improve the Platform.

If the Customer provides feedback, suggestions, or ideas about the Platform, VoteEdge may use that feedback without obligation or attribution.

Nothing in this Agreement excludes or limits either party’s liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) wilful misconduct; or (iv) any other liability that cannot be excluded or limited under the applicable law of the relevant jurisdiction.

Subject to clause 12.1, neither party will be liable to the other under or in connection with this Agreement, whether in contract, tort (including negligence), under statute, or otherwise, for any loss of profits, loss of business, loss of opportunity, loss of anticipated savings, loss of goodwill, loss or corruption of data (other than data that should have been retained or restored under VoteEdge’s express obligations under this Agreement), or any indirect or consequential loss.

Subject to clause 12.1, each party’s total aggregate liability under or in connection with this Agreement (whether in contract, tort, under statute, or otherwise) is capped at the fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim, with carve-outs for confidentiality breach, indemnification of third-party intellectual-property claims, and fraud or wilful misconduct.

The parties agree that the limitations of liability in this clause 12 are reasonable having regard to the fees payable under this Agreement, the nature of the Platform, and the allocation of risk reflected in this Agreement as a whole.

VoteEdge will defend the Customer against any third-party claim that the Customer’s use of the Platform in accordance with this Agreement infringes that third party’s Intellectual Property Rights, and will indemnify the Customer against damages awarded by a court of competent jurisdiction or paid in settlement (with VoteEdge’s prior consent), subject to the limitations in clause 12 and to the exclusions stated in this clause.

VoteEdge has no obligation under this clause for any claim arising from: (i) Customer Data; (ii) the Customer’s modification of, or combination of the Platform with, any third-party material not authorised by VoteEdge; or (iii) the Customer’s use of the Platform in breach of this Agreement.

The Customer will defend VoteEdge against any third-party claim arising out of: (i) Customer Data, including any claim that the Customer’s collection, use, or disclosure of Personal Data through the Platform is unlawful or breaches a third party’s rights; (ii) the Customer’s breach of clauses 4 (Customer responsibilities) or 10 (Acceptable use); or (iii) the Customer’s use of any Platform output in a manner that breaches the laws of any jurisdiction.

Each party indemnifies the other against third-party claims arising from its breach of this Agreement, with the conduct-of-claims procedure set out on the relevant Order Form and subject to the cap in clause 12.3.

This Agreement begins on the effective date of the first Order Form and continues until all Projects under all Order Forms have ended (whether by expiry of the Access Window or by termination), unless terminated earlier under this clause.

Either party may terminate this Agreement (or any individual Order Form) by written notice if the other party (i) commits a material breach of this Agreement that is not cured within thirty (30) days of written notice describing the breach; or (ii) becomes insolvent, enters administration, or undergoes any analogous event in any jurisdiction.

VoteEdge may suspend the Customer’s access to the Platform without liability if VoteEdge reasonably believes that: (i) the Customer is in material breach of clauses 4 or 10; (ii) continuing access creates a security risk to the Platform or other customers; (iii) VoteEdge is required by law, by an order of a competent court or regulator, or by an Electoral Authority, to suspend; or (iv) the Customer’s payment of any undisputed invoice is more than thirty (30) days overdue.

VoteEdge will give the Customer reasonable notice of suspension where it can lawfully do so, and will lift the suspension as soon as the cause is resolved.

Where VoteEdge is ordered by a competent court, regulator, or Electoral Authority to suspend a Project or to disclose Customer Data, VoteEdge may comply with that order, and compliance will not constitute a breach of this Agreement. VoteEdge will, where lawful, notify the Customer of the order so that the Customer can challenge it.

Customer Data is retained on the Platform for a default minimum retention period of one (1) year from expiry of the Access Window. During the retention period, the Customer may re-engage the Project under a fresh Order Form without re-uploading any data, and may request earlier deletion in writing (subject to the country-specific statutory minima in clause 15.2 below).

VoteEdge may, at its discretion and for operational, re-engagement, or audit purposes, retain Customer Data for longer than the one-year contractual minimum. Any such extended retention is subject to the country-specific minima in clause 15.2 and to the Customer’s right to request deletion at any point during it.

For each jurisdiction, an additional minimum retention floor applies based on the local data protection authority’s published guidance: 180 days (NG · NDPA 2023, NDPC guidance); 365 days (GH · Act 843, DPC guidance); 365 days (KE · DPA 2019, ODPC guidance); 1825 days (5 years) (ZA · POPIA, Information Regulator guidance); and 365 days (RW · Law N° 058/2021). Where local minimum retention exceeds the requested deletion date, the local minimum applies.

VoteEdge may permanently delete Customer Data only after the applicable retention period has elapsed and only in accordance with VoteEdge’s internal deletion procedure, which records the deletion in an audit-log entry and (where applicable) issues a deletion certificate to the Customer.

The Customer may request deletion of specific Customer Data during the retention period. VoteEdge will comply unless (i) the local minimum retention period has not elapsed, (ii) deletion would impair an investigation or legal proceeding, or (iii) deletion is prohibited by an applicable law or regulator order. Where deletion is refused on these grounds, VoteEdge will explain the reason in writing.

Throughout the retention period, the Customer may export Customer Data through the documented export surfaces of the Platform.

Before commencing any formal dispute proceedings, each party will give the other written notice describing the dispute and the proposed resolution, and the parties will attempt to resolve the dispute in good-faith negotiations between senior representatives for a period of at least 30 days.

Any dispute that is not resolved within 30 days of the notice in clause 17.1 will be referred to and finally resolved by arbitration under the rules of the Lagos Court of Arbitration, seated in Lagos, in English, before a single arbitrator. The award of the tribunal is final and binding on the parties and may be enforced in any court of competent jurisdiction.

Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction in respect of any threatened or actual breach of clause 8 (Confidentiality), clause 10 (Acceptable use), or any infringement of Intellectual Property Rights.

This Agreement, together with the Order Form, the Privacy Policy, and the Data Processing Agreement, constitutes the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous representations, understandings, and agreements (whether oral or written), other than fraudulent misrepresentation.

In the event of conflict between these documents, the order of precedence is: (1) the signed Order Form; (2) this Agreement; (3) the Data Processing Agreement; (4) the Privacy Policy.

Amendments to this Agreement (other than VoteEdge’s ordinary update of the Privacy Policy in line with that policy’s own change procedure) must be in writing and signed by both parties.

Notices under this Agreement must be in writing. Notices to VoteEdge are sent to hello@voteedgeng.com and to the registered legal address stated above. Notices to the Customer are sent to the address or email address stated on the Order Form.

This Agreement may be executed in counterparts, each of which is an original and which together constitute one instrument. Electronic signature is permitted and binding, and the parties acknowledge that the electronic-transactions statutes of each relevant jurisdiction (including the (NG · Evidence Act 2011 (sections 84 and 93, on electronic records and signatures)), the (GH · Electronic Transactions Act 2008 (Act 772)), the (KE · Business Laws (Amendment) Act 2020 + Information & Communications Act 1998), the (ZA · Electronic Communications and Transactions Act 2002 (ECTA)), and Rwandan law (RW · Law N° 18/2010 on electronic messages, electronic signatures and electronic transactions)) recognise electronic signatures as binding when made with the present intent to authenticate.

Neither party may assign this Agreement without the other’s prior written consent, save that VoteEdge may assign to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, in which case the Customer is given prompt notice.

Nothing in this Agreement creates a partnership, joint venture, or agency between the parties. Neither party has authority to bind the other.

If any provision of this Agreement is held invalid or unenforceable, that invalidity or unenforceability does not affect the remaining provisions, which continue in full force and effect.

The Customer will not use the Platform to commit, attempt, or facilitate any offence under the (NG · Electoral Act 2022), the (NG · Cybercrimes (Prohibition, Prevention, etc.) Act 2015), the (NG · Federal Competition and Consumer Protection Act 2018), or any directive issued by the Independent National Electoral Commission. The Customer is responsible for any registration or filing required of political parties under INEC’s rules.

The Customer will not use the Platform to commit, attempt, or facilitate any offence under the (GH · Representation of the People Law 1992 (PNDCL 284), as amended), the (GH · Public Elections Regulations 2020 (C.I. 127)), or the (GH · Electronic Transactions Act 2008 (Act 772)). The Customer is responsible for any filings required by the Electoral Commission of Ghana or the Data Protection Commission.

The Customer will not use the Platform to commit, attempt, or facilitate any offence under the (KE · Election Offences Act 2016), the (KE · Computer Misuse and Cybercrimes Act 2018), or any rule of the Independent Electoral and Boundaries Commission. The Customer must register where required as a data controller with the Office of the Data Protection Commissioner.

The Customer will not use the Platform to commit, attempt, or facilitate any offence under the electoral-offences provisions of the (ZA · Electoral Act 1998 (Act 73 of 1998)), the (ZA · Local Government: Municipal Electoral Act 2000 (Act 27 of 2000)), the (ZA · Cybercrimes Act 2020 (Act 19 of 2020)), or any rule of the Electoral Commission of South Africa (IEC). The Customer is responsible for any responsible-party registration required under POPIA.

The Customer will not use the Platform to commit, attempt, or facilitate any offence under (RW · Organic Law N° 003/2019 of 04/03/2019 governing elections, as amended), the relevant Rwandan ICT laws, or any directive of the National Electoral Commission. The Customer is responsible for any registration or filing required under (RW · Law N° 058/2021 of 13/10/2021).