Landlord User Agreement

ALandlord Registration Details (collected at sign-up & KYC)

These fields are captured during registration and verified during KYC processing. Incomplete or false information will result in rejection of your application.

• Full Legal Name and (if any) Trading Name
• National ID / Passport Number
• KRA PIN Number
• Primary Phone Number and M-Pesa Phone Number
• Email Address
• Physical and Postal Address (with County)
• Number of Properties

A1. For each property registered, you will provide: property address, county / sub-county, property type (residential / commercial / mixed use), number of units, ownership status (owned / managed under Power of Attorney / company-owned), and Title Deed / Lease Number.

A2. Payment details captured: M-Pesa Paybill / Till Number, Bank Name, Bank Account Name and Number, and Bank Branch.

1Parties to This Agreement

Service Provider: Riosiri Capital Investments Proprietary Limited, trading as RentVault Pay, a company incorporated under the laws of Kenya ("the Company," "we," "us," or "our"), accessible at www.rentvaultpay.com.

Landlord: The individual or entity whose details are set out in Part A of this Agreement ("you," "your," or "the Landlord"). Together referred to as the "Parties."

2Definitions

• "Agreement" means this Landlord User Agreement including all schedules and annexures.
• "Platform" means the RentVault Pay digital property-management and rent-payment recordkeeping system, including the website at www.rentvaultpay.com, mobile applications, APIs, and all associated tools and features.
• "Services" means all features and functionalities made available to the Landlord through the Platform.
• "Tenant" means any individual who pays rent directly to a Landlord-controlled account and whose rent information may be recorded through the Platform.
• "Transaction" means a direct Landlord-Tenant payment for which the Platform provides a notification, reference, match, record, or reconciliation entry.
• "KYC Documents" means identity and ownership verification documents required during onboarding.
• "Subscription Plan" means the pricing tier selected by the Landlord for access to the Platform.
• "Personal Data" has the meaning assigned under the Kenya Data Protection Act, 2019.
• "Business Day" means any day other than a Saturday, Sunday, or public holiday in Kenya.

3Nature of the Relationship

Riosiri Capital Investments Proprietary Limited operates RentVault Pay as a non-custodial technology platform. By entering into this Agreement, you acknowledge and agree that:

• The Company is not a party to any tenancy or lease agreement between you and your tenants.
• The Company does not assume any obligations, responsibilities, or liabilities arising from your tenancy agreements.
• The Platform provides payment instructions, notifications, references, matching, recording, and reconciliation tools; it does not receive, hold, route, control, collect, or disburse rent and does not constitute property management, legal advice, or financial advice.
• The Landlord remains solely responsible for all obligations under Kenyan tenancy law, including the Rent Restriction Act (Cap 296), the Land Act, and any applicable County legislation.
• Tenants pay rent directly to the Landlord's controlled M-Pesa Paybill, Till, bank account, or other approved landlord-controlled account. The Company is not an agent for collecting or receiving rent and has no possession or control of rent.

4Onboarding, KYC Verification, and Account Approval

4.1 KYC Requirements. Before your account is activated, you must submit the following KYC documents:

• A copy of your National Identity Card (both sides) or valid Passport;
• A copy of your KRA PIN Certificate;
• Proof of property ownership or authority to manage: Title Deed, Sale Agreement, Lease Agreement, or notarised Power of Attorney;
• A recent utility bill or bank statement (not older than 3 months) as proof of address;
• For companies: Certificate of Incorporation, CR12, and authorised signatory resolution.

4.2 Verification Process. We will review your KYC documents within 3 to 5 Business Days of submission. We reserve the right to:

• Request additional documents or information;
• Conduct independent verification of property ownership records;
• Reject your application if documents are incomplete, forged, or inconsistent.

Approval is at the sole discretion of the Company. We are not obligated to provide reasons for rejection.

4.3 Ongoing KYC. You must promptly notify us of any changes to your KYC information, including change of ownership, loss of authority over a property, or changes to your identification documents. Failure to do so may result in suspension of your account.

5Landlord Obligations

By signing this Agreement, you undertake to:

• Provide accurate, complete, and truthful information at all times;
• Maintain the security of your account login credentials and not share them with unauthorised persons;
• Promptly update your account information whenever it changes;
• Ensure that all tenants whose data you upload to the Platform have been informed and have consented to their data being processed in accordance with our Privacy Policy;
• Comply with all applicable Kenyan tenancy, tax, and financial laws in connection with your use of the Platform;
• Remit any taxes due to the Kenya Revenue Authority (KRA) arising from rent income paid directly to you and recorded on the Platform, including Rental Income Tax;
• Not register properties over which you do not have legal ownership or written authority;
• Notify us immediately if your legal authority over any registered property changes or is revoked;
• Not use the Platform to process any payment that is not a genuine arm's-length rent transaction;
• Cooperate fully with any fraud investigation or regulatory inquiry directed at your account.

6Services and Platform Use

6.1 Scope of Services. Subject to payment of applicable fees and compliance with this Agreement, the Company grants you a non-exclusive, non-transferable, revocable licence to access and use the Platform to manage rental information and to use payment notifications, references, matching, recording, and reconciliation features for tenants registered under your account.

6.2 Tenant Registration. You are responsible for registering your tenants on the Platform accurately. You warrant that:

• All tenant information you upload is accurate and complete;
• You have obtained the tenant's consent to share their personal data with the Company;
• You will update tenant records promptly when tenancies begin or end.

6.3 Automated Reminders. The Platform may send automated rent reminders and receipts to tenants via SMS or email. By registering a tenant's contact details, you consent to the Platform communicating with that tenant on your behalf for rent-related purposes.

6.4 Reporting. You will have access to financial reports and transaction histories for your registered properties. You acknowledge that these reports are generated from data you have entered and that the Company does not independently verify the accuracy of your inputs.

7Fees, Billing, and Payment

7.1 Subscription Fees. Access to the Platform is subject to the Subscription Plan selected during registration. Fee schedules are published on the Platform and may be updated from time to time with 30 days' notice.

7.2 Usage-Based Platform Fees. A usage-based platform fee may be billed by reference to payment records reconciled through the Platform. The applicable rate will be clearly displayed in your plan or invoice. This is a fee for Platform services, not a charge deducted from rent.

7.3 Payment of Fees. All fees payable to the Company are billed separately to the Landlord and must be paid via M-Pesa, bank transfer, or other approved methods listed on the Platform. Fees are never deducted from rent paid to a Landlord-controlled account and are non-refundable except where required by law.

7.4 Late Payment. If any fee remains unpaid for more than 7 days after the due date, the Company may suspend your access to the Platform without notice until full payment is received.

7.5 Taxes on Fees. All fees quoted are exclusive of VAT and any other applicable taxes, which you are responsible for paying.

8Direct-to-Landlord Rent Payments

Rent payments recorded in connection with the Platform work as follows:

• Each Tenant pays rent directly to your controlled M-Pesa Paybill, Till, bank account, or other approved landlord-controlled account.
• RentVault Pay does not receive, hold, route, control, collect, or disburse rent. There is no RentVault Pay float, escrow arrangement, holding period, or disbursement schedule.
• The Platform may send payment notifications, create or display references, match available payment information to a Tenant or lease, record payment information, and support reconciliation; those services do not give the Company possession or control of rent.
• Platform fees are invoiced separately to you and are never deducted from rent.
• You must keep your direct payment account details accurate and up to date. The Company is not liable for payments made to an incorrect account because of incorrect details, or for delays caused by a payment provider, bank, or M-Pesa network.

9Data Protection and Tenant Privacy

You acknowledge that in uploading tenant personal data to the Platform, you act as a Data Controller under the Kenya Data Protection Act, 2019, and the Company acts as your Data Processor for that data. You agree to:

• Collect tenant personal data lawfully and with proper consent;
• Only upload data that is necessary for rental administration and payment-record purposes;
• Comply with all obligations of a Data Controller under the DPA 2019;
• Promptly notify us if you become aware of any data breach affecting tenant information;
• Ensure tenants are informed that payment notifications, references, matching data, records, and reconciliation information may be processed through the Platform even though rent is paid directly to the Landlord.

The Company's handling of your data and tenant data is governed by our Privacy Policy, available at www.rentvaultpay.com/privacy-policy.

10Prohibited Conduct

You must not:

• Register properties you do not own or are not lawfully authorised to manage;
• Use the Platform to launder money or process payments of an illegal or fraudulent nature;
• Provide false identity or ownership documents during KYC;
• Charge tenants undisclosed fees through the Platform;
• Use the Platform to harass, threaten, or coerce tenants;
• Attempt to circumvent or manipulate the Platform's payment or reporting systems;
• Share your account credentials with third parties;
• Use the Platform in any manner that violates Kenyan law.

11Intellectual Property

All intellectual property rights in the Platform, including its name, logo, software, design, and content, belong exclusively to Riosiri Capital Investments Proprietary Limited. This Agreement grants you a limited licence to use the Platform only. No rights, title, or interest in the Company's intellectual property are transferred to you.

12Warranties and Representations

You represent and warrant to the Company that:

• You are at least 18 years of age and legally capable of entering into binding contracts;
• If acting on behalf of a company, you have the authority to bind that company to this Agreement;
• All information and documents provided to the Company are genuine, accurate, and complete;
• You hold valid and unencumbered legal title or written authority over each property registered;
• Your use of the Platform will not violate any applicable law, regulation, or third-party rights;
• You are registered with the KRA and will comply with all tax obligations arising from rental income.

13Indemnification

You agree to fully indemnify and hold harmless Riosiri Capital Investments Proprietary Limited, its directors, officers, employees, agents, and partners against any and all claims, damages, losses, penalties, costs, and legal fees arising from:

• Your breach of any provision of this Agreement;
• Any false or misleading information provided during registration or KYC;
• Any dispute between you and a tenant;
• Your failure to comply with Kenyan tenancy, tax, or data protection laws;
• Any unauthorised use of your account by a third party due to your negligence.

14Limitation of Liability

To the maximum extent permitted by Kenyan law:

• The Company's total liability to you under this Agreement shall not exceed the total fees paid by you to the Company in the 3 months immediately preceding the event giving rise to the claim.
• The Company shall not be liable for any indirect, incidental, consequential, or special damages including loss of profits, loss of tenants, or reputational damage.
• The Company is not liable for failed or delayed transactions caused by third-party payment processors, telecommunications networks, or banking systems.
• The Company is not liable for any losses arising from your failure to maintain accurate property or tenant records on the Platform.

15Suspension and Termination

15.1 Termination by the Landlord. You may terminate this Agreement at any time by providing 30 days' written notice to legal@rentvaultpay.com. Termination does not entitle you to a refund of prepaid fees. You remain responsible for all outstanding fees and obligations accrued before termination.

15.2 Termination by the Company. The Company may suspend or terminate this Agreement immediately and without notice if:

• You breach any material term of this Agreement;
• You provide false KYC information or documents;
• Fraudulent, illegal, or suspicious activity is detected on your account;
• You fail to pay outstanding fees within 14 days of the due date;
• A regulatory authority directs us to do so;
• You become insolvent, bankrupt, or subject to administration.

15.3 Effect of Termination. Upon termination: (a) your access to the Platform ceases immediately; (b) rent remains payable directly between you and your Tenants through your own controlled payment accounts; and (c) your data will be retained in accordance with our Privacy Policy and applicable law.

16Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement:

• The aggrieved party shall notify the other in writing, setting out the nature of the dispute.
• The Parties shall attempt to resolve the dispute amicably within 21 Business Days of notice.
• If unresolved, the dispute shall be referred to mediation under the Nairobi Centre for International Arbitration (NCIA) Mediation Rules.
• If mediation fails, the dispute shall be resolved by binding arbitration under the Arbitration Act (Cap 49, Laws of Kenya), with the seat in Nairobi, Kenya.

This Agreement is governed by the laws of Kenya. Subject to the arbitration clause, both Parties submit to the non-exclusive jurisdiction of the Kenyan courts.

17Confidentiality

Each Party agrees to keep confidential all non-public information disclosed by the other Party in connection with this Agreement. This obligation shall survive termination of the Agreement for a period of 3 years. Confidentiality does not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is required to be disclosed by law or regulation; or (c) was independently developed by the receiving party.

18Amendments

The Company reserves the right to amend this Agreement at any time. Amendments will be communicated via your registered email address or a notice on the Platform at least 14 days before they take effect. Continued use of the Platform after the effective date of any amendment constitutes your acceptance of the revised Agreement.

19Force Majeure

Neither Party shall be in breach of this Agreement for any delay or failure caused by circumstances beyond reasonable control, including acts of God, government action, network outages, cyber-attacks, or civil unrest.

20Entire Agreement and Severability

This Agreement, together with the Platform's Terms of Service, Privacy Policy, and any Subscription Plan documentation, constitutes the entire agreement between the Parties on this subject and supersedes all prior discussions. If any provision is found unenforceable, the remaining provisions continue in full force.

CDeclaration

By ticking the Landlord User Agreement checkbox at registration (and optionally drawing your signature), I/We, the undersigned Landlord, confirm that:

• I/We have read, understood, and agree to be bound by this Landlord User Agreement in its entirety;
• All information provided in Part A is true, accurate, and complete;
• I/We hold valid legal authority over all properties registered on the Platform;
• I/We understand that providing false information may result in termination of my/our account and may constitute a criminal offence under the laws of Kenya.

S1Schedule 1 — Properties Not Eligible for Registration

The following categories of property may not be registered on the Platform:

• Properties subject to active court orders restricting rental or sale;
• Properties where the landlord's ownership or authority is disputed or under litigation;
• Properties in areas designated as non-residential by the relevant County Government without the necessary change-of-use approvals;
• Properties used for illegal purposes;
• Properties located outside the Republic of Kenya (unless otherwise approved in writing by the Company).

S2Schedule 2 — Fee Schedule

Current fee schedules are published on the Platform at www.rentvaultpay.com/pricing. Indicative tier structure (subject to change with 30 days' notice):

Starter (1–5 units)

Monthly fee and any usage-based platform fee published on /pricing

Growth (6–20 units)

Monthly fee and any usage-based platform fee published on /pricing

Enterprise (21+ units)

Custom pricing

All fees are billed separately to the Landlord, are never deducted from rent, and are subject to VAT at the prevailing rate. Full pricing details are available at www.rentvaultpay.com/pricing.

S3Schedule 3 — Company Contact Details

Legal Name

Riosiri Capital Investments Proprietary Limited

Trading Name

RentVault Pay

Website

www.rentvaultpay.com

Support Email

support@rentvaultpay.com

Privacy and data-protection requests

dpo@rentvaultpay.com

Legal / Compliance

legal@rentvaultpay.com

Registered address

Milimani Building, Cathedral Street, Kisii Township, Kisii County, Kenya

Office / correspondence address

Town House, 5th Floor, Wabera Street, Nairobi, Kenya

Registration No.

PVT-MKUMLRK9

This Agreement is subject to review and may be updated periodically. The current version will always be available at www.rentvaultpay.com/landlord-agreement.