Terms of Engagement

XYPNET provides project-based enterprise solutions, including Automated Biometric Identification Systems (ABIS), digital KYC and onboarding platforms, authorized Papilon biometric hardware, face and iris recognition, custom enterprise AI integration, WhatsApp and conversational AI chatbots, enterprise software development, and enterprise web design and development.

XYPNET does not provide retail web hosting, domain registration, shared hosting, or other small-scale retail services. Such inquiries will not be processed. Existing hosting clients may continue to manage their current services through the Client Area.

Engagements are available to registered companies, financial institutions, telecommunications operators, government bodies, and other institutional clients. The minimum project value is USD 2,500 for web design and development and USD 10,000 for biometric, AI and enterprise software engagements, unless otherwise agreed in writing.

• Submission of a Proposal Request through the Enterprise Inquiry form.
• Qualification review and discovery consultation.
• Delivery of a written proposal, Statement of Work (SOW), and quotation.
• Execution of a Master Services Agreement (MSA) and SOW, and receipt of any required deposit.
• Project kickoff, delivery, acceptance testing, and handover.

Proposals are valid for 30 days from issue unless stated otherwise. Where a signed MSA or SOW exists, its terms take precedence over these Terms of Engagement in case of conflict.

Fees are set out in the SOW and are exclusive of applicable taxes, including VAT. Unless otherwise agreed, projects require a deposit before work starts, with the balance invoiced against agreed milestones. Invoices are payable within 30 days. Hardware orders may require full or partial prepayment.

XYPNET supplies Papilon biometric hardware as an authorized distributor. Manufacturer warranties apply as issued by Papilon. Title passes on full payment, and risk passes on delivery. Hardware warranty excludes damage from misuse, unauthorized modification, or improper installation.

• Provide timely access to personnel, systems, data, and premises required for delivery.
• Obtain all lawful bases, consents, and regulatory approvals needed to collect and process biometric and personal data.
• Ensure that use of delivered systems complies with applicable law, including the Data Protection Act No. 3 of 2021 of Zambia and any other applicable jurisdiction.

Changes to scope, timelines, or deliverables must be submitted in writing and are subject to an approved change order, which may adjust fees and schedules.

Deliverables are deemed accepted when they meet the acceptance criteria in the SOW, or 10 business days after delivery if no written rejection specifying material defects is received.

XYPNET and its licensors retain all rights in pre-existing software, frameworks, models, and tools. On full payment, the Client receives the license or ownership rights to deliverables stated in the SOW. Third-party software, including Papilon products, is licensed under its own terms.

Each party will protect the other party's confidential information with at least reasonable care and use it only for the engagement. These obligations survive termination for five years, and indefinitely for biometric data and trade secrets.

Where XYPNET processes personal or biometric data for the Client, it acts as a data processor under the Client's documented instructions, as further described in the Institutional Security Framework and any Data Processing Agreement.

To the extent permitted by law, neither party is liable for indirect, incidental, or consequential losses, including lost profits or data. XYPNET's total liability under an engagement is limited to the fees paid for that engagement in the 12 months before the claim.

Either party may terminate an engagement for material breach not cured within 30 days of written notice. On termination, the Client pays for work performed and costs committed up to the termination date.

These terms are governed by the laws of the Republic of Zambia. The parties will first try to resolve disputes through good-faith negotiation, then by arbitration in Lusaka under the Arbitration Act of Zambia, unless the contract specifies otherwise.