Terms of Service

1. Acceptance and eligibility

These Terms of Service (the "Terms") form a binding agreement between the Company and the business or person that creates a workspace on the Service (the "Customer", "you"). By ticking the acceptance box at signup, by creating or using a workspace, or by allowing anyone to use the Service on your behalf, you accept these Terms and our Privacy Policy, which forms part of them.

You confirm that you are at least eighteen (18) years old, that you are entering into these Terms on behalf of a business, and that you have authority to bind that business. Acceptance is recorded electronically together with the date, time and network address, and constitutes a valid electronic record and signature under the Electronic Transactions Act, 2011 and the Electronic Signatures Act, 2011 of Uganda.

2. The Service

The Service is a multi-tenant, cloud-hosted point-of-sale and business management platform: sales, inventory, purchasing, customers, suppliers, accounting, payroll and related modules, together with an optional integration to the Uganda Revenue Authority's electronic fiscal receipting and invoicing system ("EFRIS") through a licensed gateway. Which modules are available to you depends on your plan.

Each Customer's data is held in its own workspace, isolated from every other Customer's workspace. We may change, add or retire features from time to time, provided the core purpose of the Service is not materially reduced during a paid term without notice under clause 15.

3. Accounts and workspaces

1. You are responsible for everything done through your workspace and every user you invite. Keep passwords and PINs confidential, enable two-factor authentication where offered, and tell us at once if you suspect unauthorised access.
2. You must give accurate registration details and keep them current. We may rely on the email address of the workspace owner for all notices.
3. The workspace owner may add, restrict or remove users. Permissions you assign are your responsibility.
4. We may refuse, reclaim or rename a workspace address that infringes another's rights, impersonates another business, or is reserved for system use.

4. Free trial

A new workspace starts on a free trial for the period shown at signup. No payment is taken during the trial. The trial is provided as-is for evaluation. We may end a trial at any time, and a workspace whose trial has expired without a paid plan may be suspended and, after the retention period in clause 6.4, deleted. We are not obliged to keep trial data beyond that period.

5. Plans, fees and payment

1. Fees are those published on the pricing page or agreed with you in writing, in Ugandan Shillings unless stated otherwise. Fees are exclusive of value added tax and any other applicable tax, which will be added at the prevailing rate.
2. Subscriptions renew automatically at the end of each billing period until cancelled. Invoices are issued in advance and are payable on issue.
3. Fees are non-refundable, including for partial periods, unused users or modules, or early cancellation, except where the law requires otherwise.
4. We may change fees with at least thirty (30) days' notice by email or in-app; the new fees apply from your next renewal. If you do not agree, you may cancel before the renewal.
5. If an invoice is unpaid when due we may, after reminder, charge interest at two percent (2%) per month on the outstanding amount, suspend the workspace under clause 6, and recover reasonable collection costs.
6. Where you pay through a payment provider, that provider's terms also apply to the payment itself.

6. Suspension and termination

1. By you. You may cancel at any time from the workspace or by written notice. Cancellation takes effect at the end of the current paid period.
2. Suspension by us. We may suspend access, in whole or part, immediately and without liability if: an invoice remains unpaid after reminder; we reasonably believe the workspace is being used in breach of clause 9 or unlawfully; the workspace poses a security or operational risk to the Service or other Customers; or we are required to by law or a competent authority. During suspension your users cannot write to the workspace; reads and exports remain available where practicable.
3. Termination by us. We may terminate these Terms on thirty (30) days' notice for convenience, or immediately for material breach not remedied within fourteen (14) days of notice, for insolvency, or for repeated breach.
4. Your data on ending. For thirty (30) days after termination or expiry you may export your data in the formats the Service provides. After that period we may delete the workspace and its data, save for records we must keep by law (clause 8.4) and backups, which expire on their normal schedule.
5. Clauses 5, 7.5, 8, 11, 12, 13, 14, 16 and 17 survive termination.

7. Your data

1. You own the business data you enter into your workspace ("Customer Data"). You grant us a licence to host, process, copy, back up, transmit and display Customer Data only as needed to provide, secure and improve the Service and to comply with law.
2. For personal data of your customers, staff and suppliers, you are the data controller and we act as your data processor under the Data Protection and Privacy Act, 2019. You are responsible for having a lawful basis to collect that data and for the notices you give. We process it only on your documented instructions, which these Terms and the Service's functions constitute.
3. We apply security measures appropriate to the risk, including encryption in transit, encryption of stored credentials, per-workspace isolation enforced in the application and database, and routine backups. No system is perfectly secure; you must keep your own copies of anything you cannot afford to lose and use the export tools provided.
4. We may use aggregated or anonymised data that does not identify you or any person to operate and improve the Service.
5. We will notify you without undue delay of a personal data breach affecting your workspace, and cooperate reasonably with your obligations to the Personal Data Protection Office and to data subjects.

8. Tax, EFRIS and receipts

1. The EFRIS integration transmits documents to the Uganda Revenue Authority ("URA") through a third-party gateway using credentials and taxpayer identity that you supply in your workspace settings. You are solely responsible for the accuracy of your TIN, device and account details, for keeping your credentials current, and for your registration status with URA.
2. The Service is a tool, not a tax adviser. You remain responsible for your tax compliance, including issuing fiscal receipts where required, filing returns, paying tax, and the correctness of prices, VAT categories and commodity codes you configure. Nothing in the Service is legal, tax or accounting advice.
3. We do not guarantee that URA or the gateway will be available or will accept any document. Where a submission fails, the Service records the failure and provides retry tools; the obligation to ensure the document reaches URA within the time the law allows remains yours.
4. You must keep the records the law requires. We retain fiscal transaction records held in the Service for at least five (5) years, or such longer period as the Tax Procedures Code Act and other Ugandan law require, and may retain them after termination for that purpose.
5. You must not use the Service to issue false or misleading receipts or invoices, to evade tax, or to manipulate fiscal data. We may suspend the EFRIS integration or the workspace and may report conduct we reasonably believe to be unlawful.

9. Acceptable use

You must not, and must not allow anyone to:

• use the Service unlawfully, including in breach of the Computer Misuse Act, 2011, or to store or transmit unlawful, infringing or harmful material;
• attempt to access another Customer's workspace or data, probe, scan or test the Service's security without our written consent, or circumvent access controls or usage limits;
• reverse engineer, copy, resell, sublicense, rent or provide the Service to third parties as a bureau or hosted offering, or build a competing product using it;
• send unsolicited messages through the Service, upload malicious code, or impose an unreasonable load on the infrastructure;
• use the Service where it is unlawful for you to do so, or for any purpose it is not designed for, including safety-critical use.

10. Third-party services

The Service depends on services we do not control, including URA and its EFRIS gateway, payment providers, mobile money and card networks, SMS and email carriers, and hosting providers. Their availability, terms and charges are theirs. We are not responsible for their acts, omissions, outages or changes, and any transaction you make through them is between you and them.

11. Intellectual property

1. The Service, its software, design, documentation, trade marks and all improvements are and remain our property or that of our licensors. Nothing in these Terms transfers any of it to you. You receive only the limited, non-exclusive, non-transferable right to use the Service for your business during the term.
2. If you give us feedback or suggestions, we may use them without restriction or payment.
3. You retain all rights in your Customer Data and your own trade marks and content.

12. Warranties and disclaimers

We will provide the Service with reasonable skill and care. Otherwise the Service is provided "as is" and "as available". To the fullest extent the law allows, we exclude all other warranties, conditions and terms, whether express or implied by statute (including the Sale of Goods and Supply of Services Act, 2017), common law or otherwise, including any warranty of merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or that the Service will meet your requirements or the requirements of any authority. Features marked beta, preview or experimental are provided without any warranty at all.

13. Limitation of liability

1. Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited.
2. Subject to 13.1, we are not liable for any loss of profit, revenue, business, goodwill, anticipated savings or data, for tax penalties, interest or assessments, for any indirect, special or consequential loss, or for any loss arising from third-party services, from your own configuration or data, or from unauthorised access resulting from your failure to secure your credentials, however arising and even if we were advised of the possibility.
3. Subject to 13.1, our total liability to you for all claims arising under or in connection with these Terms in any twelve-month period shall not exceed the fees you actually paid to us for the Service in the three (3) months immediately before the event giving rise to the claim, and during a free trial shall not exceed UGX 500,000.
4. Any claim must be brought within twelve (12) months of the event giving rise to it.

14. Indemnity

You will defend, indemnify and hold harmless the Company, its officers, employees and contractors from and against all claims, losses, damages, penalties, costs and expenses (including reasonable legal fees) arising from: your breach of these Terms; your Customer Data or your use of the Service in breach of law or another's rights; your tax filings, receipts or dealings with URA; and the acts or omissions of your users.

15. Changes to the Service or these Terms

We may update these Terms. For material changes we will give at least fourteen (14) days' notice by email to the workspace owner or in-app before they take effect; other changes take effect when published with a new version number and effective date on this page. Continuing to use the Service after the effective date is acceptance. If you do not agree, cancel before that date. We may change, suspend or discontinue any part of the Service on reasonable notice, and immediately where required for security or by law.

16. Governing law and disputes

1. These Terms are governed by the laws of the Republic of Uganda.
2. The parties will first try in good faith to resolve any dispute by negotiation between senior representatives within thirty (30) days of written notice.
3. A dispute not so resolved shall be referred to and finally settled by arbitration under the Arbitration and Conciliation Act (Cap. 4, Laws of Uganda), by a single arbitrator appointed under the rules of the Centre for Arbitration and Dispute Resolution, with the seat in Kampala and proceedings in English. Nothing prevents either party seeking urgent injunctive relief, or the Company recovering undisputed fees, in the courts of Uganda, to whose jurisdiction you submit.

17. General

1. Notices to you are validly given by email to the workspace owner's address or by in-app notice; to us, by email to the contact address on this page or the Contact page.
2. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including power or network failure, acts of government or of URA, epidemics, civil unrest or failure of third-party services, provided it uses reasonable efforts to resume.
3. Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or a successor to the business on notice.
4. Entire agreement. These Terms, the Privacy Policy and any written order between us are the entire agreement and supersede prior discussions. Neither party relies on any statement not set out in them.
5. Severability and waiver. If any provision is unenforceable it is severed to the extent necessary and the rest stands. A failure to enforce is not a waiver.
6. No partnership. Nothing creates a partnership, agency or employment between the parties.
7. Language. These Terms are in English; any translation is for convenience only.

18. Contact

Questions about these Terms: the Contact page . See also our Privacy Policy.