All templatesSOFTWARE LICENCE AGREEMENT
THIS AGREEMENT is made on 1 October 2026.
BETWEEN:
(1) PESAFLOW TECHNOLOGIES LIMITED, of P.O. Box 30211-00100, Nairobi; Company No. PVT-7LU2M3Q (the Licensor); and
(2) MASHINANI SACCO SOCIETY LIMITED, of P.O. Box 118-10400, Nanyuki; Registration No. CS/8812 (the Licensee).
RECITALS
(A) The Licensor owns and operates the software described in this Agreement.
(B) The Licensor has agreed to license it to the Licensee on the terms of this Agreement.
IT IS AGREED as follows:
1. Definitions
1.1 In this Agreement, the following terms have the meanings given to them below:
(a) 'Authorised Users' means the Licensee's employees and officers whom it permits to use the Software;
(b) 'Business Day' means a day other than a Saturday, Sunday or public holiday in Kenya;
(c) 'Confidential Information' means all information of a confidential nature disclosed by one party to the other in connection with this Agreement, whether in writing, orally or in any other form, and whether before or after the date of this Agreement;
(d) 'Effective Date' means the date of this Agreement;
(e) 'Fees' means the amounts payable under the Fees and Payment clause;
(f) 'Permitted Purpose' means managing the licensee's own member loans and collections in Kenya;
(g) 'Software' means PesaFlow Collect: cloud loan-management platform comprising a member web dashboard, an M-Pesa collections API and a reporting module.
1.2 In this Agreement, the singular includes the plural and the plural the singular, and a reference to a person includes a body corporate.
2. Grant of Licence
2.1 The Licensor grants the Licensee a non-exclusive licence to use the Software.
2.2 The licence is non-transferable and non-sublicensable.
2.3 The licence is to use the Software by the Licensee's Authorised Users for the Permitted Purpose and for no other purpose. The Licensor may license the Software to others.
2.4 The Licensee shall not:
(a) copy the Software except as needed to use it under this Agreement;
(b) reverse-engineer, decompile or disassemble the Software;
(c) sublicense, rent or lend the Software;
(d) use the Software to build a competing product; or
(e) interfere with the operation or security of the Software.
2.5 The Licensee shall ensure that its Authorised Users use the Software only as permitted by this Agreement.
3. Licensor's Obligations
3.1 The Licensor shall give the Licensee and its Authorised Users access to the Software from the Effective Date.
3.2 The Licensor shall maintain the Software and provide reasonable support to the Licensee and its Authorised Users in relation to the Software during the Licensor's business hours.
3.3 The Licensor shall use reasonable skill and care in performing its obligations under this clause.
3.4 The Licensor may suspend access to the Software, or to any part of it, where reasonably necessary for maintenance, repair, security or the prevention of unauthorised use, and shall restore access as soon as reasonably practicable.
3.5 The Licensor shall comply with all laws applicable to it in providing the Software, including the Data Protection Act, 2019 in respect of any personal data it processes under this Agreement.
3.6 The Licensor shall notify the Licensee promptly of any change to the Software that materially reduces the functionality available to the Licensee or its Authorised Users.
4. Licensee's Obligations
4.1 The Licensee shall keep its account details, and the account details of each of its Authorised Users, accurate and up to date, and shall keep its passwords and those of its Authorised Users secure and confidential.
4.2 The Licensee is responsible for the acts and omissions of its Authorised Users in connection with the Software as if they were its own acts and omissions.
4.3 The Licensee shall notify the Licensor promptly upon becoming aware of any unauthorised access to, or unauthorised use of, the Software or any Authorised User's account.
4.4 The Licensee shall use the Software in compliance with all applicable law, including the Computer Misuse and Cybercrimes Act, 2018 and, in respect of personal data processed on the Software, the Data Protection Act, 2019, and shall not use the Software for any unlawful purpose.
4.5 The Licensee shall not permit any person other than an Authorised User to access or use the Software, and shall ensure that each Authorised User complies with the restrictions on use set out in Clause 2 (Grant of Licence) as if those restrictions applied to that Authorised User directly.
5. Fees and Payment
5.1 The Licensee shall pay the Licensor the Fees, comprising the following:
(a) a monthly subscription of KES 85,000; and
(b) 0.5% of each loan repayment collected through the platform.
5.2 The Fees are payable within 15 days of invoice.
5.3 The Licensor shall invoice the Fees.
5.4 The percentage element of the Fees under clause 5.1(b) is calculated at the point of disbursement.
5.5 All payments shall be made in cleared funds, without set-off or deduction.
6. Intellectual Property
6.1 All intellectual property rights in the Software, and in any improvement, modification, enhancement or derivative of the Software, remain with the Licensor, whether made by the Licensor, the Licensee or any Authorised User.
6.2 Nothing in this Agreement transfers to the Licensee any right, title or interest in the Software or in any intellectual property right of the Licensor, save for the licence granted under clause 2 (Grant of Licence).
6.3 All data that the Licensee and its Authorised Users enter into or generate through the Software remains the property of the Licensee, and the Licensor shall deal with it only as this Agreement permits.
6.4 The Licensee assigns to the Licensor all rights in any feedback, suggestion, idea or comment it gives to the Licensor about the Software, and shall, at the Licensor's request and cost, sign any document needed to give effect to that assignment.
7. Data Protection
7.1 The Licensee is the data controller and the Licensor is the data processor in respect of personal data that the Licensee places on the Software.
7.2 The Licensor shall process that personal data only on the Licensee's written instructions and only for the purpose of providing the Software.
7.3 The Licensor is bound by the obligations of the Licensee as data controller and shall keep the personal data secure and confidential, and shall ensure that those acting under its authority do the same.
7.4 The Licensor shall notify the Licensee of any personal data breach without delay and, where reasonably practicable, within 48 hours of becoming aware of it.
7.5 The Licensee warrants that it has given the notices and obtained the consents that the law requires for that processing.
7.6 Each party shall comply with the Data Protection Act, 2019.
8. Confidentiality
8.1 Each party shall keep the other's Confidential Information confidential and shall use it only to perform this Agreement.
8.2 Confidential Information does not include information that is public otherwise than by breach of this Agreement, was already lawfully held by the receiving party before disclosure, or is required to be disclosed by law or by a court of competent jurisdiction.
8.3 The duty of confidence in this clause continues after this Agreement ends.
9. Warranties
9.1 Each party represents and warrants that it has full capacity and authority to enter into and to perform this Agreement and that its doing so does not breach any other agreement by which it is bound.
9.2 The Licensor represents and warrants that it owns the Software or is otherwise entitled to license it to the Licensee on the terms of this Agreement.
9.3 The Licensor further represents and warrants that, so far as it is aware, the Licensee's use of the Software under this Agreement does not infringe the rights of any other person.
Business and deals
Software licence agreement template (Kenya)
Also called: Software Licence Agreement
What it is for
Letting a customer use your software, or licensing someone else's.
The Kenyan law it follows
- Law of Contract Act Cap 23 — validity and consideration
- Data Protection Act 2019 No 24 of 2019 — personal data processing
- Computer Misuse and Cybercrimes Act 2018 — unauthorised access/interference
- Consumer Protection Act 2012 — where end-consumers use the platform
- Competition Act 2010 — exclusive licence arrangements
- Income Tax Act Cap 470 and VAT Act 2013 — tax treatment of licence fees
Who prepares it
You can prepare this yourself. It is still wise to have an advocate read it before you sign, especially where a lot of money or a long commitment is involved.
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Sample software licence agreement
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