General Terms and
Conditions
Last updated: April 2026
1. Scope and Definitions
1.1 These General Terms and Conditions (“GTCs”) govern the provision of all services by Diginex Limited or its Affiliates to the business client (respectively, “Diginex” and “Client”; each a “Party” and, together, the “Parties”) identified in the accompanying quote, order form or service agreement (the “Agreement”)
1.2 In the event of a conflict, the following order of precedence applies: (1) the Agreement (including Service Modules, where applicable), (2) these GTCs. The GTCs expressly override any Client purchase conditions or third-party terms unless explicitly accepted by Diginex in writing.
1.3 Diginex reserves the right to amend these GTCs for factual reasons (for instance, due to changes in law, business model, or economic circumstances). Changes shall be notified and shall apply from the next renewal term, unless required by law or regulatory changes.
1.4 Definitions
“Affiliates” means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, from time to time.
“Agreement” means the binding agreement between the Parties governing the provision of the Services, including any Order Form, Service Modules, and these GTCs.
“Client” means the business customer identified in the applicable Agreement or Order Form.
“Confidential Information” has the meaning given in Clause 7.
“Corporate Group” means Diginex Limited and its Affiliates.
“Cookie Policy” means Diginex’s cookie policy made available on its website, as updated from time to time.
“Deliverables” means any outputs, reports, data visualisations, analyses, or materials generated by Diginex in the course of providing the Services.
“Diginex” means Diginex Limited or the relevant Affiliate providing the Services under the Agreement, as specified in the applicable Order Form.
“DPA” means the Data Processing Addendum entered into between the Parties governing the processing of personal data, as may be updated from time to time.
“Fees” means the fees payable by the Client for the Services as set out in the applicable Agreement or Order Form.
“Force Majeure Event” has the meaning given in Clause 13.4.1.
“GTCs” means these General Terms and Conditions.
“Order Form” means any order form, subscription form, statement of work, or similar document executed between the Parties specifying the Services, Fees, and Term.
“Parties” means Diginex and the Client, and “Party” means either of them.
“Platform” means the proprietary technology operated by Diginex and its Affiliates, including any digital interfaces, software environments, applications, and related infrastructure used to deliver the Services.
“Privacy Policy” means Diginex’s privacy policy made available on its website, as updated from time to time.
“Services” means the SaaS solutions, professional services, or managed modules provided by Diginex to the Client as specified in the Agreement or an Order Form, including access to the Platform and any related support or maintenance services.
“Service Modules” means any specific service schedules, annexes, or modules describing particular Services (including SaaS, API, or consulting services) attached to or incorporated into the Agreement.
“Software” means all programs, algorithms, code (source and object), scripts, and technical components used by Diginex or its Affiliates to operate the Platform and provide the Services, including any updates, patches, or enhancements.
“Term” means the duration of the Agreement, consisting of the Initial Term and any Renewal Terms as specified in the applicable Order Form.
“Trademarks” means all registered and unregistered trademarks, service marks, logos, brand names, and slogans owned by or licensed to Diginex or its Affiliates.
2. Services, Warranties and Disclaimer
2.1 Services are provided exclusively to business clients (legal persons/partnerships); consumers are expressly excluded.
2.2 Diginex may rename, update, or modify Services in the ordinary course of business, provided the material functionality is maintained.
2.3 Diginex warrants that: (i) Services comply with generally accepted industry standards. (ii) Services comply with applicable laws and do not infringe third-party intellectual property (IP) rights.
2.4 Services are provided “as is.” The Services may include analytical tools, reporting functionalities, and professional services. The Client remains solely responsible for decisions taken based on the outputs of the Services. Diginex does not guarantee that the Platform will be 100% uninterrupted or error-free. The Client acknowledges that the Services do not constitute legal, financial, or regulatory advice.
2.5 Certain features of the Services may include AI-enabled functionalities. Such functionalities are designed to process data in accordance with applicable data protection laws and do not use Client Personal Data for training purposes unless explicitly agreed. Further details are set out in the Privacy Policy.
3. Fees and Payment
3.1 The Client shall pay the fees (“Fees”) specified in the Agreement. All Fees are stated and payable in the currency specified in the applicable Agreement. Fees are quoted net of VAT or any applicable taxes, which the Client must bear. Fees are due upon signature and payable within thirty (30) days of invoice receipt.
3.2 Following a 5-business-day grace period after notice of non-payment, interest shall accrue at 1.5% per month or the legal maximum. Diginex reserves the right to suspend Services in the event of default.
3.3 Diginex may adjust fees for renewal terms with prior written notice.
3.4 The Client may only set off claims that are undisputed or legally established.
4. Cooperation and Client Obligations
4.1 The Client must provide all necessary data, documents, and access (premises/systems) required for the Service in a timely manner.
4.2 Diginex is not obliged to verify the accuracy of Client data. Costs arising from incorrect or delayed data shall be borne by the Client.
4.3 Client warrants it has the rights to all documents/data provided to Diginex and shall indemnify Diginex against any third-party claims arising from their use.
5. Licences and Intellectual Property
5.1 As between the Parties, Diginex (or its licensors) retains all right, title, and interest in and to the Services, Software, and all proprietary technology, methodologies, algorithms, and code (collectively, "Diginex IP"). Except for the limited rights expressly granted herein, no other rights are transferred to the Client.
5.2 Diginex grants the Client a non-exclusive, non-transferable, and non-sublicensable licence to access and use the Services during the Term for its internal business purposes. Client may include limited excerpts of the Service outputs in its own corporate reports (e.g., ESG or sustainability reports) and disclose them to third parties solely to demonstrate its carbon management efforts, provided that Diginex is credited as the source.
5.3 Client shall not:
(i) Copy, modify, or reverse engineer the Software or any part of the Services.
(ii) Sublicense, resell, or use the Services to provide services to third parties.
(iii) Use the Services in a manner that competes with Diginex’s business.
(iv) Remove any copyright or proprietary notices.
5.4 All Deliverables (including but not limited to final reports, templates, data visualisations, and downloadable data sets) and any underlying methodology, software, or technology used to create them, are and shall remain the exclusive property of Diginex. Subject to the Client’s payment of all applicable fees, Diginex grants the Client a non-exclusive, non-transferable, perpetual license to use the Deliverables solely for its internal business purposes.
5.5 Notwithstanding the above, the Client retains all right, title, and interest in and to any raw data, information, or materials provided by the Client to Diginex for the purpose of generating the Deliverables ("Client Data").
5.6 Client grants Diginex a perpetual, irrevocable, royalty-free license to use anonymised and aggregated data derived from the Client Data and the Client’s use of the Services. This data may be used to improve Diginex’s tools, enhance machine learning models, and for industry benchmarking, provided such data is strictly de-identified and cannot be used to identify the Client or any individual. For the avoidance of doubt, such anonymised or aggregated data shall not constitute personal data and shall not enable identification of the Client or any individual, in accordance with applicable data protection laws.
6. Liability
6.1 NOTWITHSTANDING ANYTHING IN THESE GTCs AND/OR THE AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES ARISING FROM, RELATED TO OR CAUSED, DIRECTLY OR INDIRECTLY, BY OR FROM THESE GTCs AND/OR THE AGREEMENT.
6.2 Nothing in the Agreement shall operate so as to exclude or limit the liability of either Party arising from:
(i) Malicious intent or gross negligence.
(ii) Third party intellectual property rights infringement.
(iii) Death or personal injury.
(iv) Loss caused by fraud or fraudulent misrepresentation.
(v) Loss caused by a breach of confidentiality obligations.
(vi) Any loss which by law cannot be excluded or limited.
6.3 Except for Client’s obligation to pay the Fees, or liability arising under Section 6.2 (Uncapped Liability), the total aggregate liability of either Party for all claims arising out of or in connection with the Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the greater of (i) The total Fees paid or payable by the Client to Diginex in the twelve (12) months preceding the event giving rise to the claim; or (ii) One hundred thousand Dollars (USD $100,000). No action arising from the Agreement may be brought by either Party more than one (1) year after the cause of action accrued.
7. Confidentiality
7.1 As used in this section, “Confidential Information” means any confidential and proprietary information of or relating to the Party disclosing the information (“Disclosing Party”) or such Disclosing Party’s business that is marked confidential or reasonably appears to be confidential or proprietary, and that is disclosed to the Party receiving the information (“Recipient”) in writing, orally, electronically, or other form, and also includes the terms of all Agreements between Client and Diginex. Client acknowledges that Diginex expends substantial time, effort and money to develop, enhance and maintain the Services, and that all such Services, whether acquired directly or indirectly by Client, constitute Confidential Information of Diginex and its valuable intellectual property. Recipient will maintain Confidential Information of Disclosing Party as strictly confidential and will not disclose such Confidential Information to any third party or use such Confidential Information for any purpose not expressly permitted under the Agreement. Confidential Information will not include any information that:
(i) Was in the public domain prior to the time of disclosure by the Disclosing Party.
(ii) Comes into the public domain after disclosure by Disclosing Party to Recipient, through no action of Recipient (and in the case of 1. and 2. above, Recipient does not know or have reason to know that such information is in the public domain through an unauthorised disclosure).
(iii) Is already known to Recipient at the time of disclosure by Disclosing Party.
(iv) Is obtained by Recipient from a third party without a breach known to Recipient of such third party’s obligations of confidentiality.
(v) Is independently developed by Recipient without use of Disclosing Party’s Confidential Information.
(vi) Is required by law or legal process to be disclosed by Recipient, provided that Recipient gives Disclosing Party prompt written notice of such requirement prior to such disclosure and, to the extent reasonably practicable, provides reasonable cooperation and assistance to Disclosing Party.
7.2 Notwithstanding the foregoing, Diginex shall have the right to use business information used on the Platform in aggregate and anonymous form solely for the purpose of compiling statistical and performance information or improving predictive capability in connection with the provision and operation of the Services and may make such information publicly available, provided that such information does not contain Confidential Information. Diginex retains all intellectual property rights in such statistical information.
8. Marketing and Trademarks
8.1 Diginex may identify the Client as a reference and use the Client's logo on its website and promotional materials, subject to prior written consent (not to be unreasonably withheld or delayed)
8.2 Each Party grants the other a royalty-free licence to use their Trademarks solely for the marketing activities contemplated under the Agreement.
9. Term and Termination
9.1 The standard term is one (1) year, with automatic one-year renewals. Either Party may terminate by giving three (3) months' written notice before the end of the current term.
9.2 Either Party may terminate for material breach if not cured within thirty (30) days of notice.
10. Compliance and Sanctions
10.1 Each Party represents and warrants that neither it, nor any of its Affiliates, directors, officers, or, to its knowledge, employees, is subject to any economic or financial sanctions or trade embargoes administered or enforced by the United States (including OFAC), the European Union, the United Kingdom, Hong Kong, or any other relevant sanctions authority. Client warrants that it will not use the Services in violation of any export control laws.
10.2 Each Party shall comply with all applicable anti-corruption and anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.
10.3 Diginex maintains a Code of Conduct applicable to its directors, officers, and employees, as required under applicable corporate governance standards. In connection with the performance of the Agreement, the Client agrees to act in a manner consistent with generally accepted ethical business practices and shall not knowingly engage in any conduct that would cause Diginex to be in breach of its Code of Conduct or applicable laws.
10.4 A breach of this Clause shall constitute a material breach of the Agreement not capable of cure.
11. Usage Limits and Suspension
11.1 Diginex Services are subject to the usage limits (e.g., number of users, data volume) specified in the Agreement. Diginex reserves the right to monitor usage and, if the Client exceeds the agreed limits, to invoice for such excess at Diginex’s standard rates.
11.2 Diginex may temporarily suspend access to the Services if: (i) Fees are overdue; (ii) the Client is in breach of Section 5 (Licences and IP); or (iii) the Client’s use of the Service poses a security risk to the Platform or other users.
11.3 Diginex may implement reasonable compliance, security, and audit measures to monitor and ensure proper use of the Services, including to verify compliance with the Agreement and to protect the integrity and security of the Platform.
12. Data Protection and Privacy
12.1 The Parties acknowledge that their respective roles under applicable data protection laws (including GDPR and UK GDPR) will depend on the nature of the processing activities. In general:
(i) where Diginex processes personal data on behalf of the Client in the provision of the Services, Diginex acts as a processor and the Client as controller;
(ii) where Diginex processes personal data for its own purposes (including account management, security, analytics, and product improvement), Diginex acts as an independent controller;
(iii) in certain cases, the Parties may act as joint controllers, as further described in the DPA.
12.2 The Diginex Data Processing Addendum (“DPA”), shall be available upon request and shall apply where Diginex processes personal data protected by the GDPR, UK GDPR, or other applicable privacy laws on behalf of the Client.
12.3 Further information regarding how Diginex processes the Client’s data is set out in the Diginex Privacy Policy, available here.
12.4 In the event of a conflict between these GTCs and the DPA regarding data protection, the DPA shall take precedence.
12.5 Use of cookies and similar technologies is governed by the Diginex Privacy Policy and Cookie Policy.
13. Final Provisions
13.1 If any provision of these GTCs is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.2 This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
13.3 Notwithstanding the foregoing, nothing in this Agreement shall limit the application of mandatory laws, including applicable data protection laws such as the GDPR and UK GDPR where relevant.
13.4 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (except for the Client’s obligation to pay Fees) to the extent such failure or delay is caused by a Force Majeure Event.
13.4.1 A ‘Force Majeure Event’ means an event beyond the reasonable control of the affected Party, including but not limited to: acts of God, flood, fire, earthquake, or other natural disasters; war, invasion, hostilities, or terrorism; government orders, embargoes, or blockades; national or regional emergencies; strikes or labor disputes; and significant disruptions to the internet or telecommunications networks that are not within the reasonable control of the affected Party.
13.4.2 The affected Party shall:
(i) promptly notify the other Party in writing of the Force Majeure Event and the estimated extent and duration of its inability to perform; and
(ii) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as possible.
13.4.3 If a Force Majeure Event continues for a period of more than thirty (30) consecutive days, either Party may terminate the Agreement upon written notice to the other Party without further liability, except for any Fees accrued and payable up to the date of the Force Majeure Event.
13.5 Diginex may assign or transfer this Agreement, in whole or in part, to any Affiliate or in connection with a merger, acquisition, or sale of assets, upon written notice to the Client. The Client may not assign this Agreement without prior written consent of Diginex, not to be unreasonably withheld.
