1. Introduction

These Terms of Service (“Terms”) govern access to and use of the Enxèro Systems platform and related services (“Services”).
By creating an account, accessing, or using the Services, you agree to these Terms.
If you are accepting these Terms on behalf of a company or organization, you confirm that you are authorized to bind that organization.

2. Who we are

The Services are provided by:

Enxero System Ltd
P.O. Box 1036-00606
Nairobi, Kenya

(“Company”, “we”, “us”, or “our”)

3. Data Protection Agreement

We process personal data on behalf of Customers when providing the Services.
Where this occurs, the Data Processing Agreement (“DPA”) forms a binding part of the agreement between you and Enxèro Systems.
The DPA governs:
How personal data is processed
Security measures
Sub-processors
Breach notification
Deletion and return of data

The DPA is available in the Governance Hub and is incorporated into these Terms by reference.

4. Use of the Services

We grant you a limited, non-exclusive, non-transferable right to access and use the Services during your active subscription period for legitimate business purposes.
You agree to use the Services responsibly and in compliance with applicable laws.

5. Account responsibilities

You are responsible for:
Maintaining the confidentiality of login credentials
Activities conducted under your account
Ensuring authorized users comply with these Terms
Providing accurate and current information

You must notify us promptly if you become aware of unauthorized access or security concerns involving your account.

6. Fees and Payment

Fees, subscription plans, billing cycles, and applicable service features are presented during registration, subscription selection, or account upgrade.
By subscribing to a paid plan, you agree to the pricing and billing terms displayed at the time of purchase.
Unless otherwise stated:
Fees are payable in advance
Payments are non-refundable
Taxes are excluded unless stated otherwise
Failure to pay may result in suspension or termination of the Services

We may update pricing or subscription plans from time to time. Changes will not affect the active billing period already paid for.

7. Acceptable Use

You may not use the Services to:
Violate any law or regulation
Attempt unauthorized access to systems or data
Interfere with platform security or performance
Upload malicious software or harmful code
Reverse engineer, copy, or misuse the Services except where permitted by law

We may suspend or restrict access where misuse, security risks, or unlawful activity is identified.

8. Customer Data

You retain ownership of all data uploaded or submitted through the Services (“Customer Data”).
You are responsible for ensuring that Customer Data:
Is lawful
Does not infringe third-party rights
Is accurate and appropriate for use within the Services

We process personal data in accordance with the Privacy Policy and the Data Processing Agreement (DPA), where applicable.

9. Intellectual Property

All rights, title, and interest in the Services, including software, designs, documentation, trademarks, and related intellectual property, remain the property of Enxèro Systems or its licensors.

These Terms do not transfer ownership of the Services to you.

10. Confidentiality

Each party agrees to protect confidential information received from the other party and use it only for purposes related to the Services.
Confidential information does not include information that:
Is publicly available
Was lawfully obtained from another source
Is independently developed without misuse of confidential information

Confidentiality obligations continue after termination of the Services.

11. Data Protection and Security

We implement reasonable technical and organizational measures designed to protect data processed through the Services.
Where we process personal data on your behalf, the Data Processing Agreement applies.

No system can guarantee absolute security or uninterrupted availability.

12. Service Availability

We work to maintain reliable Services but do not guarantee uninterrupted or error-free operation.
Temporary interruptions may occur due to:
Maintenance
Security measures
Third-party service failures
Events outside our reasonable control

13. Disclaimer of Warranties

The Services are provided “as is” and “as available.”

To the maximum extent permitted by law, we disclaim implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

14. Limitation of Liability

To the maximum extent permitted by law:
Our total liability arising from or related to the Services shall not exceed the fees paid by the Customer during the twelve (12) months preceding the event giving rise to the claim.
We are not liable for:
Indirect or consequential losses
Loss of profits, revenue, goodwill, or business opportunities
Data loss resulting from factors outside our reasonable control
Business interruption

Nothing in these Terms limits liability where limitation is prohibited by law.

15. Anti-Corruption and Fair Conduct

Both parties agree to comply with applicable anti-corruption and anti-bribery laws.
Neither party shall engage in:
Bribery
Fraudulent conduct
Collusion
Improper inducements
Anti-competitive practices

A breach of this section may result in immediate suspension or termination of the Services.

16. Suspension and Termination

We may suspend or terminate access to the Services where:
Fees remain unpaid
These Terms are materially breached
Security or legal risks arise
Required by law

You may stop using the Services at any time.
Upon termination:
Access rights end
Outstanding fees remain payable

Data handling follows the DPA and applicable governance documents

17. Changes to These Terms

We may update these Terms from time to time.
Material changes will be communicated through:
Email notification
Publication of the updated version in the Governance Hub

Updated Terms become effective no earlier than fourteen (14) days after notice unless required sooner by law or security necessity.
If you do not agree with the updated Terms, you may stop using the Services before the effective date.
Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of Kenya.
Before initiating formal proceedings, the parties will attempt to resolve disputes through good faith discussions.
If a dispute cannot be resolved within thirty (30) days, it shall be referred to arbitration under the Arbitration Act, 1995 (Kenya).
Arbitration shall:
Take place in Nairobi, Kenya
Be conducted in English
Be handled by a single arbitrator
Be final and binding

19. Force Majeure

Neither party is liable for delays or failure caused by events beyond reasonable control, including:
Natural disasters
Cyber incidents
Government actions
Labor disputes
Failures of third-party infrastructure

20. Assignment

You may not transfer or assign your rights under these Terms without our prior written consent.

We may assign these Terms in connection with a merger, acquisition, restructuring, or sale of assets.

21. Entire Agreement

These Terms, together with the Data Processing Agreement (DPA), Privacy Policy, Data Retention Policy, and other governance documents published in the Governance Hub, form the complete agreement governing use of the Services.
If a conflict exists between documents:
1. The DPA governs matters relating specifically to personal data processing
2. These Terms govern general use of the Services
3. Other governance documents apply according to their stated purpose

22. Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

23. Contact Information

For legal or governance inquiries:

Enxero System Ltd
P.O. Box 1036-00606
Nairobi, Kenya
[email protected]

LWR-LAT-CWC-002-R1: Terms of Service
Effective Date: 10 May 2026
© 2026 Enxèro Systems. All rights reserved.