Terms & Conditions

1. Interpretation and Definitions

In these Terms & Conditions, the following definitions apply unless the context requires otherwise:

• "Account" means the unique record created for a business, together with all associated users, business locations, products, invoices, and transaction records.
• "Business Day" means any day other than a Saturday, Sunday, or a public holiday in the Republic of Kenya.
• "Customer", "User", or "You" means the individual or the legal entity that registers an Account and accepts these Terms.
• "Data" means all business, product, customer, supplier, employee, and transaction information entered into, stored by, or transmitted through the Platform.
• "Fees" means the subscription, licensing, setup, and any other charges payable for access to the Platform.
• "NeoAfrica Consultants", "we", "us", or "our" means NeoAfrica Consultants, the provider of the Platform.
• "Platform" or "NeoInfosoft POS" means the NeoInfosoft POS software application, including its web interface, related documentation, and any service we make available to you.
• "Subscription Period" means the billing cycle you select at registration, being monthly or annual.

Headings are for convenience only and do not affect interpretation. References to a statute include any subordinate legislation made under it, as amended from time to time.

2. Acceptance of These Terms

These Terms & Conditions form a legally binding agreement between you and NeoAfrica Consultants. By ticking the "I agree to the NeoInfosoft POS Terms & Conditions" checkbox during registration, you confirm that:

• you have read and understood these Terms in full;
• you have had the opportunity to seek independent legal advice and have done so to the extent you consider necessary;
• you agree to be bound by these Terms and by our Privacy Policy;
• you have the legal capacity and authority to enter into this agreement on behalf of the business you represent.

If you do not agree with any part of these Terms, you must not create an Account or use the Platform. Continued use of the Platform after these Terms have been updated indicates your acceptance of the revised Terms.

3. Eligibility and Account Registration

3.1 Eligibility

You must be at least eighteen (18) years of age and legally capable of entering into a binding contract to register an Account.

3.2 Registration

Registration is completed through the business registration form. You must provide accurate, current, and complete information, including your business name, country, city, time zone, first name, email address, username, and password. Registration is subject to approval and may be refused or suspended at our sole discretion where, in our reasonable opinion, the information supplied is inaccurate, misleading, or relates to a prohibited use.

3.3 One Account Per Business

You may operate only one Account per registered business entity. Creating multiple Accounts to circumvent subscription limits, trial eligibility, or plan restrictions is a breach of these Terms.

3.4 Accuracy of Information

You are responsible for keeping your business profile, tax details, contact information, and payment details accurate and current. Statutory filings and correspondence generated from information you supply are your responsibility.

4. Licence and Permitted Use

Subject to your continued compliance with these Terms and payment of the applicable Fees, NeoAfrica Consultants grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for the internal business operations of the business you registered.

4.1 Restrictions

You must not, and must not permit any third party to:

• copy, download, extract, or republish any part of the Platform other than as expressly permitted for your own internal backup;
• sell, sublicense, rent, lease, lend, or otherwise make the Platform available to any third party;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or logic of the Platform, except to the extent that such restriction is prohibited by law;
• modify, adapt, translate, or create derivative works of the Platform;
• remove, alter, or obscure any proprietary notice, copyright, trade mark, or branding on the Platform;
• use the Platform to build a competing product, or to benchmark it for publication without our prior written consent.

4.2 Business Locations and Users

User accounts created within your Account are for your employees and contractors only. You are solely responsible for the acts and omissions of every user you permit to access the Platform.

5. Subscriptions, Plans and Fees

5.1 Subscription Model

Access to the Platform is provided on a subscription basis. The plans, prices, and feature entitlements available at any given time are published on our pricing page and may be varied by us in accordance with clause 22.

5.2 Fees and Taxes

All Fees are quoted in Kenyan shillings (KES) and are exclusive of any applicable taxes, duties, or levies, which are payable in addition by you where required by law.

5.3 Payment Terms

Monthly subscriptions are billed in advance on the date of activation and on each anniversary date thereafter. Annual subscriptions are billed once in advance for the full Subscription Period and are non-refundable except as expressly provided in clause 6.4.

5.4 Upgrade and Downgrade

Upgrades take effect immediately at the full applicable price of the selected plan. We do not currently provide a credit or pro-rata refund for unused time on the previous plan. Plan changes are subject to the options made available through the Service. Customer-initiated downgrades are not currently available through the Service. If you wish to move to a lower-priced plan, please contact us for assistance.

5.5 User and Feature Limits

Each plan specifies a maximum number of users and a defined set of enabled features. Where your usage exceeds the limits of your plan, the Platform may restrict the creation of additional users or disable the affected features until you upgrade. Additional user capacity may be charged at the rate published for your plan.

5.6 Undisputed Amounts

All invoices are payable in full within the period stated on the invoice. Overdue amounts accrue interest at the rate permitted by the law of Kenya from the due date until payment in full.

6. Payments, Renewals and Refunds

6.1 Payment Methods

We accept the payment methods made available to you in the Platform, which may include mobile money, card payment, or other methods notified to you from time to time. Payments are processed by third-party payment service providers under their own terms, which are incorporated into these Terms by reference.

6.2 Renewal

Subscriptions do not renew automatically. When a Subscription Period ends, you must initiate a renewal through the Service and complete the applicable payment. We do not hold or charge a saved payment method, and no renewal payment is initiated on your behalf.

6.3 Failed Payments

If a subscription payment fails, the subscription will not be activated or renewed until a successful payment is completed. You may be able to retry the payment through the Service or contact us for assistance. If payment remains outstanding, we may restrict or suspend your access to the Platform in accordance with clause 16.2. Your Data is retained during any such suspension, and access is restored promptly on receipt of all outstanding amounts.

6.4 Refunds

All Fees are generally non-refundable. The only exception is where we have failed to provide the Platform in accordance with these Terms. If you believe a payment was made accidentally or unintentionally, you may contact us and we will review the circumstances on a case-by-case basis; any decision to refund is at our discretion. Cancelling a subscription does not by itself create a refund entitlement, and we do not provide automatic pro-rata refunds or credits for any unused portion of a Subscription Period. Statutory consumer rights in Kenya are unaffected by this clause.

6.5 Taxes on Your Sales

NeoInfosoft POS records and reports tax on transactions you enter, but it does not calculate, determine, or certify that your tax liability is correct. You remain solely responsible for your own tax position, filings, and any penalties or interest arising from it.

7. Free Trials

Where we offer a free trial, the trial period, included features, and any trial limitations are communicated to you at the time of registration. Trials are provided for evaluation purposes only and convert automatically to a paid subscription at the end of the trial unless you cancel beforehand.

We may withdraw, suspend, or refuse a trial at any time and without liability, including where we reasonably suspect abuse, multiple Account creation, or where a trial has previously been used by the same business. No Fees are charged during a trial, and no refund is payable in respect of a trial period.

8. Accounts, Credentials and Security

8.1 Account Ownership

The Account is licensed to the registered business. Individual logins are for named users only and may not be shared, resold, or transferred.

8.2 Security Obligations

You must take all reasonable steps to keep your password, PINs, and other credentials confidential, and must notify us immediately if you suspect any unauthorised access. You are responsible for all activity that occurs under your credentials.

8.3 Permitted Security Measures

You must not interfere with, disable, or attempt to circumvent any security feature, access control, licence verification, or anti-piracy mechanism in the Platform.

9. Acceptable Use

You must not use the Platform to:

• store or distribute content that is unlawful, defamatory, obscene, or infringes the rights of any third party;
• transmit malware, malicious code, or any content that could harm the Platform or its users;
• attempt to gain unauthorised access to any account, system, or network, including our infrastructure or another tenant's Data;
• scrape, overload, flood, or otherwise attack the Platform, including denial-of-service attempts;
• use the Platform for any activity that is illegal under the laws of the Republic of Kenya or any other applicable jurisdiction.

We may suspend any activity that we reasonably believe breaches this clause, in accordance with clause 16.

10. Data Protection and Business Records

10.1 Ownership of Data

You retain all right, title, and interest in the Data you enter into the Platform. You grant us a limited, non-exclusive licence to host, process, transmit, back up, and display your Data solely to the extent necessary to operate the Platform and to provide you with the contracted services.

10.2 Your Responsibilities

You are responsible for the accuracy, legality, and completeness of the Data you enter, and for obtaining any consents required from your staff, customers, or suppliers before entering their personal information. You must not enter data you have no lawful basis to process.

10.3 Personal Data

Where the Platform processes personal data on your behalf, you are the data controller and we act as the data processor. Our processing of personal data is governed by our Privacy Policy and the Data Protection Act, 2019 (Kenya).

10.4 Data Retention and Export

You should maintain your own routine backups of critical business records. We may retain your Data for the Subscription Period and for a limited period afterwards for lawful purposes, including record-keeping, dispute resolution, and legal compliance. Requests to export your Data are subject to the availability of an export facility and reasonable technical limits.

11. Intellectual Property Rights

11.1 Our Rights

All intellectual property rights in the Platform, including the software, source code, object code, database, designs, trade marks, logos, documentation, and any modifications, are and remain the sole property of NeoAfrica Consultants or its licensors. Nothing in these Terms transfers ownership of any intellectual property to you.

11.2 Feedback

If you provide suggestions, enhancement requests, or feedback, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback without restriction or attribution.

11.3 Our Name and Marks

You may not use the NeoInfosoft POS name, logo, or any trade mark without our prior written consent.

12. Third-Party Services and Integrations

The Platform may link to or integrate with third-party services, including payment service providers, mobile money networks, tax authority systems, and other software. Such services are provided by third parties under their own terms, which you accept at the point of use.

We do not control and are not responsible for third-party services, their availability, security, accuracy, or content. Your use of them is at your own risk, and any dispute arising from them is between you and that third party. Where a third-party service is unavailable, we are not liable for any resulting loss.

13. eTIMS and Statutory Compliance

Where your plan enables electronic tax invoice integration with the Kenya Revenue Authority eTIMS service, you acknowledge that:

• you must be duly registered and authorised to transact on eTIMS, and must provide accurate taxpayer credentials;
• you remain solely responsible for the accuracy, completeness, and timeliness of the invoice data you submit, and for your own tax compliance;
• we act as a technical intermediary only and do not verify, certify, or accept responsibility for the tax position of your business;
• rejection, duplication, or correction of an eTIMS filing is a matter between you and the tax authority, subject to the technical functionality of the Platform as described in the documentation.

You are responsible for keeping your eTIMS credentials and access tokens secure, and for all activity carried out under your registered taxpayer account.

14. Mobile Money and Payment Processing

Where the Platform initiates, records, or reconciles mobile money or card payments, you acknowledge that:

• payment initiation requests are subject to the availability, limits, and confirmation timing of the relevant payment network and provider;
• a manual payment confirmation, where offered, records your attestation of an instruction you have read; it does not constitute independent verification by NeoAfrica Consultants or by the payment provider;
• settlement, reversal, and chargeback handling is governed by the rules of the relevant payment provider, which may act independently of these Terms;
• funds are credited to your account only once a confirmation has been received and verified, and you must not represent an unconfirmed payment to a customer as settled.

We do not guarantee that a payment network will be available at any particular time, nor that any specific transaction will be approved, completed, or settled.

15. Availability, Maintenance and Support

15.1 Availability

We aim to keep the Platform available continuously but do not guarantee uninterrupted availability. Access may be suspended for planned maintenance, upgrades, or emergency repairs, and we will give reasonable notice where practicable.

15.2 Support

Support is provided during Kenyan business hours through the contact channels in clause 23 and through the in-application support facilities. Response times depend on the severity of the issue and on the level of support included in your plan.

15.3 Third-Party Dependencies

Where a feature depends on an external network, provider, or utility, including mobile money networks, card acquirers, the eTIMS service, or telecommunications links, the availability of that feature depends on the third party and is outside our reasonable control.

16. Suspension and Termination

16.1 Termination by You

You may stop your subscription at any time by contacting us through the channels in clause 23. Termination takes effect at the end of the current Subscription Period, and the subscription will not be renewed. We do not provide a pro-rata refund of Fees already paid, except as expressly provided in clause 6.4.

16.2 Suspension for Non-Payment

Where any amount remains unpaid beyond the period stated on the invoice, we may suspend your access to the Platform on written notice, and may terminate the subscription if the outstanding amount is not settled within thirty (30) days of that notice.

16.3 Immediate Termination

We may immediately suspend or terminate your Account, without liability, where you:

• breach any material provision of these Terms, including the Acceptable Use obligations in clause 9;
• provide information that is materially false or misleading in a way that materially affects our ability to operate the Platform or comply with law;
• act in a manner that brings NeoAfrica Consultants into disrepute or causes harm to the Platform or to other users.

16.4 Effect of Suspension

During any suspension, your Data is retained and access is restored promptly once the cause has been resolved and all outstanding Fees have been paid.

17. Effect of Termination

On termination, for whatever reason:

• your right to access and use the Platform ceases immediately;
• your licence under clause 4 terminates and all copies of the Platform in your possession must be destroyed or returned;
• all unpaid Fees and any other amounts owing become immediately due;
• we may retain your Data for a limited period for lawful record-keeping, after which it is deleted or anonymised.

Provisions that by their nature are intended to survive termination, including those on intellectual property, limitation of liability, indemnity, and dispute resolution, continue to apply after termination.

18. Disclaimers and Limitation of Liability

18.1 Disclaimer

Except as expressly stated in these Terms, the Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all implied warranties, conditions, and terms, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy of results, and non-infringement. We do not warrant that the Platform will be uninterrupted or error-free, or that it will detect all errors, misstatements, or irregularities in your Data.

18.2 Limitation of Liability

To the fullest extent permitted by law, in no event shall NeoAfrica Consultants be liable for:

• loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, or loss of business opportunity;
• loss of or corruption to Data, however caused, save where the loss arises from our wilful misconduct or negligence;
• indirect or consequential loss, even where foreseeable;
• any loss arising from a third-party service, payment network, or tax authority, including any rejection, reversal, delay, or unavailability of a payment or filing.

18.3 Aggregate Cap

Subject to the foregoing, our total aggregate liability arising out of or in connection with the Platform or these Terms is limited to the total Fees actually paid by you for the Platform in the twelve (12) months immediately preceding the event giving rise to the claim.

18.4 Nothing Excluded

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded under the laws of Kenya.

19. Indemnities

You agree to indemnify and hold harmless NeoAfrica Consultants, its employees, and officers from and against any third-party claim, demand, loss, or expense, including reasonable legal fees, arising out of or connected with your use of the Platform, your breach of these Terms, or your violation of any law or the rights of a third party.

This indemnity survives termination of your subscription.

20. Force Majeure

Neither party is liable for any failure or delay in performing its obligations under these Terms to the extent that the failure or delay is caused by an event beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, industrial action, governmental action, power or telecommunications failure, or the failure of a third-party service provider. The affected party must notify the other promptly and use reasonable endeavours to mitigate the effect. If the event continues for more than sixty (60) days, either party may terminate the affected part of these Terms on written notice.

21. Governing Law and Dispute Resolution

21.1 Governing Law

These Terms & Conditions are governed by and construed in accordance with the laws of the Republic of Kenya, and you submit to the exclusive jurisdiction of the Kenyan courts.

21.2 Good Faith Negotiation

Before commencing proceedings, you and NeoAfrica Consultants agree to attempt in good faith to resolve any dispute through direct negotiation. Either party may escalate to mediation by a mutually agreed mediator, with the cost of mediation shared equally unless the mediator determines otherwise.

21.3 Notices

Notices under these Terms must be in writing and delivered to the addresses in clause 23, or to the email address registered on your Account. Notices are deemed received on delivery, or on the next Business Day if sent before 5:00 pm EAT.

21.4 Severability and Waiver

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions continue in full force. A failure to enforce any right is not a waiver of that right.

22. Changes to These Terms

We may amend these Terms from time to time to reflect changes in the Platform, our operations, or the law. The revised Terms take effect on the date shown in the Last Updated field above, and the Effective Date marks the date from which the current version applies.

Where a change is material and adversely affects you, we will give reasonable prior notice by email or in the Platform before the change takes effect. If you do not notify us of objection within thirty (30) days of that notice, the revised Terms are deemed accepted. Continuing to use the Platform after the Effective Date constitutes acceptance.

23. Contact Information

Any notice, question, or concern regarding these Terms & Conditions, the Platform, or your subscription may be directed to: