See a bank run on Sika, end to end.

Sika Demo Access and Confidentiality Agreement

Version 1.0

This agreement is between RORO Digital Solutions Ltd, a company incorporated in the Republic of Ghana, of [registered address] ("RORO", "we", "us"), which owns and operates the Sika digital banking platform ("Sika"), and the person who accepts it at sign-up ("you").

If you accept on behalf of an organisation, "you" also means that organisation, and you confirm that you have authority to bind it. You are personally bound as well.

By selecting "I have read and agree" and submitting the demo sign-up form, you accept this agreement. Under the Electronic Transactions Act, 2008 (Act 772), that acceptance is your signature. We record the date and time, the version of this agreement you saw, and the details you gave us.

1. Why we are sharing

We give you access to a demonstration of Sika so that you can evaluate whether you, or the organisation you represent, want to do business with us (the "Purpose"). You may use what we share for the Purpose only.

2. What is confidential

"Confidential Information" means everything we disclose or make available to you in connection with the demo, in any form, whether or not it is marked confidential, including:

1. the demo environment itself, and everything you see or do in it;
2. the Sika software, its features, workflows, screens, user interface and user experience designs, and how they behave;
3. our technology, architecture, security controls, integrations and documentation;
4. our pricing, commercial terms, product plans, roadmaps and business information;
5. your demo login details and access links; and
6. anything we tell or show you in meetings, calls, emails or presentations about Sika.

Information is not Confidential Information if you can show that it:

1. is or becomes public through no breach of this agreement;
2. was lawfully known to you, without a duty of confidence, before we disclosed it;
3. is lawfully received by you from someone else who did not owe us a duty of confidence; or
4. was independently developed by you without using or referring to our Confidential Information.

3. Your obligations

You will:

1. keep the Confidential Information strictly confidential, using at least the care you use for your own confidential information, and never less than reasonable care;
2. use it only for the Purpose;
3. share it only with your employees and professional advisers who need it for the Purpose, who are bound by confidentiality duties at least as protective as these, and whose acts and omissions you are responsible for; and
4. tell us promptly at [legal@ email address] if you learn of any unauthorised use or disclosure, and help us stop it.

4. What you must not do

Unless we agree in writing, you will not:

1. share your demo access with anyone, or let anyone else use it;
2. record, screenshot, photograph, copy, download or stream any part of the demo, or capture it with any tool;
3. copy, reproduce or imitate Sika's features, designs, screens or workflows, or use the Confidential Information to design, build, improve or market any product or service;
4. reverse engineer, decompile, scrape, crawl or extract data from the demo, or access it by automated means;
5. probe, scan or test the security of the demo or Sika, or attempt to get around any access control or limit;
6. run benchmarks or comparisons of Sika and publish them or share them with anyone else;
7. enter real money, real customer data or any real person's personal data into the demo;
8. remove or obscure any confidentiality, copyright or ownership notice; or
9. use the demo in any way that is unlawful or that harms us, our customers or the platform.

5. If you are required to disclose

If a law, regulator or court requires you to disclose Confidential Information, you may do so only to the extent required. Where the law permits, you will tell us first, give us a chance to object or seek protection, and disclose no more than you must.

6. The demo itself

1. Your access is personal and temporary. It ends on the expiry date we give you, or earlier if we end it. We may suspend or end it at any time, for any reason, without notice.
2. The demo is a sandbox. It holds fictional data, moves no real money, and is reset regularly. Anything you enter may be deleted at any time.
3. We monitor activity. We log access and activity in the demo to protect the platform and to enforce this agreement.
4. No warranty. The demo is provided "as is", for evaluation only. It may differ from the production platform. We give no warranty about it, and to the extent the law allows, we are not liable for any loss arising from your use of it.

7. Ownership and feedback

All Confidential Information, Sika, and all intellectual property in them remain ours, or our licensors'. This agreement grants you no licence or right except the limited right to use the demo for the Purpose.

If you give us suggestions or feedback, we may use them freely, without obligation to you.

8. Returning and deleting

When your access ends, or whenever we ask, you will stop using the Confidential Information and delete or return it, including any notes or copies, and confirm in writing that you have done so. You may keep a copy only where the law requires it, and that copy stays confidential under this agreement.

9. Not soliciting our people

For twelve (12) months after your access ends, you will not, directly or indirectly, solicit for employment or engagement any RORO employee or contractor you met or learned of through the demo. A general advertisement not targeted at our people does not breach this clause.

10. How long this lasts

This agreement starts when you accept it. Your obligations continue for five (5) years after your demo access ends. For any trade secret, they continue for as long as it remains a trade secret.

11. Remedies

A breach of this agreement may cause us harm that money alone cannot put right. In addition to any other remedy, we may seek an injunction or other equitable relief, without having to prove actual damage, to prevent or stop a breach. You will compensate us for losses, costs and reasonable legal fees that arise from your breach of this agreement.

12. Your personal data

We use the details you give at sign-up (your name, email address, phone number, organisation and role) and the records of your demo activity to:

- assess your request; - give you access; - contact you about Sika; and - enforce this agreement.

We handle them under the Data Protection Act, 2012 (Act 843) and our privacy notice, keep them only as long as we need to for these purposes, and do not sell them.

You may ask to access or correct your data at [privacy@ email address].

13. General

1. Governing law. This agreement is governed by the laws of the Republic of Ghana.
2. Disputes. The parties will first try to resolve any dispute in good faith. Failing that within thirty (30) days, either party may refer the dispute to the courts of Ghana sitting in Accra, which will have exclusive jurisdiction. Nothing in this clause stops us from seeking urgent injunctive relief in any court.
3. Entire agreement. This agreement is the whole agreement about the demo and the Confidential Information. It replaces any earlier understanding about them. If you and we later sign a separate agreement covering the same information, that agreement prevails where the two conflict.
4. Changes. A change to this agreement binds you only once you accept the new version.
5. Assignment. You may not transfer this agreement. We may transfer it to a company in our group or to a successor of our business.
6. Severability. If any part of this agreement is held unenforceable, the rest remains in force, and the unenforceable part applies to the greatest extent allowed.
7. No waiver. If we do not enforce a right straight away, we do not lose it.
8. Notices. We may give you notice at the email address you signed up with. You may give us notice at [legal@ email address].