Terms of service · Octonerv ERP

Draft for review by an advocate before go-live (pending input 9.1). Bracketed items are still to be filled in.

These terms are an agreement between [the operator's legal name], of [postal address] ("we"), and the organisation that signs up for Octonerv ERP ("the customer"). They also bind each person the customer lets use it ("users").

1. Who may use the service

The service is for businesses and other organisations. It is not offered to consumers for personal use.
Every user must be at least 18 years old, or the age of majority where they live if that is higher. Nobody younger may open an account, accept these terms or use the service. If we learn that a user is under that age, we close their account.
The person who signs up confirms that they may bind the customer to these terms.

2. The service

We provide accounting, sales, stock, payroll and the other modules the customer switches on, hosted by us, with the support described in the customer's plan.
We may change the service, but we will not remove a module the customer pays for during a paid period without notice and a fair refund.
Payments, tax filing (eTIMS) and messages pass through third parties (Safaricom, Airtel, the Kenya Revenue Authority, email and WhatsApp providers). Their services are governed by their own terms, and we are not responsible for their outages.

3. The customer's data

The customer owns the data it puts into the service. We use it only to provide the service, as set out in the data processing agreement, which forms part of these terms.
The customer is responsible for having a lawful basis for the personal data it keeps, including consent for marketing, and for what its users do.
The customer may export its data at any time. After the account ends, we keep it for 30 days so it can be taken away, and then delete it, except where the law requires us to keep it.

4. Acceptable use

The customer and its users follow the acceptable use policy, which forms part of these terms. We may suspend an account that breaks it, with notice where the harm allows.

5. Content and copyright

The customer keeps every right in what it uploads, and gives us only the permission we need to store, process and show it as part of the service.
The customer confirms that it has the rights to everything it uploads or publishes through the service, including images and documents on its shop, portal and forms.
We handle notices of infringement as set out in the copyright and takedown policy.

6. Fees

Fees are as in the customer's plan and are billed in advance. A trial ends on its date unless the customer chooses a plan.
An unpaid account may be suspended after the grace period stated on the invoice, and closed after a further 30 days.

7. Security and availability

We take the measures described in the data processing agreement, and aim for the availability stated in the customer's plan.
Each user keeps their password and two-factor device to themselves. The customer tells us at once if it suspects an account is compromised.

8. Liability

To the extent the law allows, our total liability in any 12 months is limited to the fees the customer paid in those 12 months. We are not liable for lost profits or indirect loss.
Nothing here limits liability for fraud, for death or personal injury caused by negligence, or anything else the law does not allow to be limited.
The customer indemnifies us against claims that arise from its content, its users' conduct, or its breach of these terms or of the law.

9. Ending the agreement

The customer may end the agreement at any time from its settings. Fees already paid are not refunded, except as section 2 says.
We may end it on 30 days' notice, or at once for a serious breach of these terms or of the acceptable use policy.

10. Changes to these terms

We will give at least 30 days' notice of a material change by email and in the service. Each user is asked to accept it at their next sign-in.

11. Law and disputes

These terms are governed by the laws of Kenya. The parties will first try to settle a dispute in good faith. Failing that, it goes to the courts of Kenya [or arbitration under the Nairobi Centre for International Arbitration rules].