Terms of Service

Effective Date: 1 July 2025 · Last Updated: 1 July 2025

These Terms of Service ("Terms") govern your access to and use of the OptimizeERP platform and mobile application (the "Service") operated by Vanda Consultancy LTD, a company registered in the Republic of Kenya ("Company", "we", "us"). By creating an account or using the Service, you agree to be bound by these Terms.

1. Definitions

• "Organisation" — The legal entity that registers for the Service and creates a tenant.
• "Admin" — The user who registers the Organisation and has full administrative privileges.
• "User" — Any individual granted access to the Service by an Admin.
• "Business Data" — All data entered into the Service by the Organisation and its Users, including but not limited to customers, suppliers, products, invoices, journal entries, and inventory records.
• "Subscription Tier" — The plan level (e.g., Free, Standard, Premium, Enterprise) selected by the Organisation.

2. Service Description

OptimizeERP is a cloud-based, multi-tenant enterprise resource planning platform providing modules for sales, purchasing, inventory management, accounting, and master data management. The Service is provided as Software-as-a-Service (SaaS).

3. Account Registration & Eligibility

• You must be at least 18 years old (or the age of legal majority in your jurisdiction) to register an Organisation.
• You must provide accurate and complete registration information.
• You are responsible for maintaining the confidentiality of your account credentials.
• Each Organisation must have at least one Admin. The Admin is responsible for managing Users within the Organisation.
• User counts are subject to the limits of your Subscription Tier.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Attempt to gain unauthorised access to any part of the Service, other accounts, or related systems.
• Interfere with or disrupt the integrity or performance of the Service.
• Upload or transmit viruses, malware, or other malicious code.
• Use the Service to store or process data subject to heightened regulatory requirements (e.g., health data under HIPAA, payment card data under PCI-DSS) unless explicitly agreed in writing.
• Reverse-engineer, decompile, or disassemble the Service.
• Share account credentials with third parties or allow unauthorised users to access the Service.

5. Data Ownership & Intellectual Property

5.1 Your Data

You retain full ownership of all Business Data entered into the Service. We do not claim any ownership rights over your data. We process your data solely to provide and improve the Service as described in our Privacy Policy.

5.2 Our Intellectual Property

The Service, including its source code, design, features, documentation, and branding, is and remains the exclusive property of Vanda Consultancy LTD. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described herein.

6. Service Availability & Support

• We aim to provide 99.9% uptime but do not guarantee uninterrupted availability.
• We may perform scheduled maintenance with reasonable advance notice.
• Support is provided via email at [email protected].

7. Subscription & Fees

• The Service is currently offered with a free tier. Paid tiers may be introduced in the future.
• If paid tiers are introduced, pricing and payment terms will be communicated to you before any charges apply.
• We reserve the right to modify pricing with at least 30 days' notice.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.
• OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR KES 15,000, WHICHEVER IS GREATER.

9. Financial & Accounting Disclaimer

The Service is a record-keeping and management tool only. It does not constitute financial, tax, legal, or accounting advice. You are solely responsible for:

• The accuracy and completeness of all financial data entered into the Service.
• Compliance with applicable tax laws, financial reporting standards, and regulations in your jurisdiction.
• Engaging qualified professionals (accountants, tax advisors, auditors) for financial and tax decisions.

We are not liable for any financial losses, tax liabilities, penalties, or regulatory actions arising from your use of or reliance on the Service.

10. Data Protection & Privacy

Your privacy is important to us. Our collection and use of personal data is governed by our Privacy Policy, which forms an integral part of these Terms. We comply with the Kenya Data Protection Act, 2019 and, because our servers are hosted in Germany (EU), we also adhere to the EU General Data Protection Regulation (GDPR).

11. Termination

11.1 By You

You may terminate your account at any time by contacting us at [email protected]. Upon termination:

• Your access to the Service will be revoked.
• We will provide a data export upon request within 30 days of termination.
• Business Data will be deleted within 30 days, except where legal retention requirements apply (see Section 12).

11.2 By Us

We may suspend or terminate your access if:

• You breach these Terms.
• Your use poses a security risk to the Service or other users.
• Required by law or regulatory order.

Where possible, we will provide notice and an opportunity to cure the breach before termination.

12. Data Retention After Termination

Notwithstanding termination, we may retain financial and accounting records for the minimum periods required by applicable law, including:

• Kenyan Tax Procedures Act & Income Tax Act: A minimum of 7 years for financial, tax, and accounting records as required by the Kenya Revenue Authority.
• Your Jurisdiction: We may also retain records to comply with the tax and commercial laws applicable in your country of operation.

13. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to conflict of law principles. Any disputes arising from these Terms shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to the courts of Nairobi, Kenya.

For users in the European Union, nothing in these Terms affects your mandatory rights under consumer protection laws of your country of residence.

14. Changes to These Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via in-app notification or email at least 30 days before they take effect. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

15. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Vanda Consultancy LTD regarding the Service, and supersede all prior agreements and understandings.

17. Contact

For questions about these Terms, contact:

• Vanda Consultancy LTD
• Email: [email protected]