Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") govern access to and use of all websites, software, platforms, systems, applications, content, and services provided by Sibasi Ltd ("Sibasi", "we", "us", or "our") — including, without limitation, sibasi.com and its subdomains, sibasi.co.ke, the Sibasi Marketplace (marketplace.sibasi.ltd), and Sibasi products such as eBoard™, Monival™, and EBM Suite™ (collectively, the "Services").

These Terms of Use are expressly incorporated into, and form an integral and binding extension of, Sibasi Ltd's Privacy Policy, Legal Terms & Policies, Data Processing Agreement (where applicable), and any other legal notices or policies issued by Sibasi (collectively, the "Legal Documents").

By accessing or using the Services, you ("Client", "User", or "you") agree to be bound by these Terms together with the Legal Documents, which operate as a single contractual framework governing your relationship with Sibasi Ltd. If you do not agree, you must not access or use the Services.

2. Who We Are

Legal Entity: Sibasi Ltd

Incorporation: Republic of Kenya

Registered Address:
P.O. Box 37602-00100
Nairobi, Kenya

[email protected]

3. Scope of Services

Sibasi provides, without limitation:

• Cloud-based software services (SaaS)
• On-premise and hybrid enterprise systems
• Intelligent business platforms
• Advisory, consulting, professional, and managed services
• Implementation, configuration, support, training, and maintenance

Specific services, deliverables, service levels, fees, and responsibilities are governed by separate written agreements, including Statements of Work (SOWs), Service Level Agreements (SLAs), and Data Processing Agreements (DPAs).

These Terms apply unless expressly superseded by such agreements.

4. Eligibility and Authority

You represent and warrant that:

• You have legal capacity to enter these Terms
• If acting for an organization, you have authority to bind it
• All information provided is accurate and lawful

5. Account Security

You are responsible for:

• Safeguarding credentials
• All activity under your accounts
• Prompt notification of unauthorized access

Sibasi is not liable for losses caused by compromised credentials not resulting from Sibasi's gross negligence or willful misconduct.

6. Acceptable Use & Restrictions

You shall not:

• Use the Services unlawfully or fraudulently
• Upload malicious code or harmful content
• Circumvent security or access controls
• Interfere with system integrity or availability
• Infringe intellectual property or privacy rights

Reverse Engineering & Benchmarking Prohibited

You shall not, directly or indirectly:

• Reverse engineer, decompile, or disassemble the Services
• Inspect source code, algorithms, APIs, or internal logic
• Conduct benchmarking or performance testing without written consent
• Use the Services to develop competing products

7. Client Responsibilities

Sibasi does not independently determine the legality of Client data or usage unless required by law.

8. No Professional Advice / No Reliance

Any advisory, consulting, professional, or implementation services are provided for general guidance only.

Sibasi does not provide legal, financial, tax, regulatory, HR, or compliance advice unless expressly agreed in writing.

All decisions made based on Sibasi's recommendations, analyses, configurations, or guidance are made at Client's sole risk, and Sibasi disclaims liability for resulting outcomes.

9. Data Protection & Privacy

Personal data processing is governed by Sibasi's Privacy Policy and, where applicable, a Data Processing Agreement (DPA).

Depending on context, Sibasi acts as either:

• Data Controller; or
• Data Processor on Client instructions

Clients remain responsible for lawful processing within their environments.

10. Third-Party Services & Integrations

Services may integrate with third-party platforms chosen by Clients.

Sibasi:

• Does not control third-party services
• Does not warrant their availability, performance, or security
• Is not liable for third-party failures, outages, or breaches

Use of third-party services is at Client's own risk and governed by their terms.

11. Intellectual Property

11.1 Sibasi IP

All software, platforms, methodologies, tools, documentation, and materials are Sibasi's intellectual property unless expressly agreed otherwise.

11.2 Consulting Deliverables

Unless expressly agreed in writing:

• All deliverables remain Sibasi IP
• Client receives a limited, non-exclusive, non-transferable license for internal use only
• No ownership transfer occurs without explicit agreement

11.3 Client Data

Clients retain ownership of their data and grant Sibasi a limited license to process it solely to provide the Services.

11.4 Software Telemetry, Licensing & Security Verification

To verify valid licensing, secure the Services, protect its intellectual property and prevent fraud and unauthorized use, Sibasi software does or may transmit technical telemetry to Sibasi. This telemetry is a component of the Services and of the licence granted to you.

The telemetry may include:

• installation, instance and environment identifiers, and the name of the Sibasi application;
• network and device identifiers — including the IP address the instance connects from, its hostname, and hardware identifiers such as machine ID, network adapter (MAC) addresses, product UUID and processor model and count;
• deployment and build provenance, software version and code-integrity information;
• operational metadata — activity types, volumes, counts and timestamps, and how often the instance checks in; and
• account, organization and licensing identifiers.

This telemetry does not include the substantive business content or records that you create or process using the Services, which remain Client Data under clause 11.3. Sibasi does not sell telemetry and does not use it for advertising.

Legal bases. Where the telemetry is used to verify licensing, deliver and support the Services and enforce these Terms, we process it because it is necessary for the performance of our contract with you. Where it is used to secure our systems, protect our intellectual property and detect fraud or unauthorized use, we process it on the basis of our legitimate interests, having balanced those interests against your rights. In the latter case you may object to the processing on grounds relating to your particular situation, by contacting [email protected]; see our Privacy Policy for how we handle such requests.

Retention. Routine licensing telemetry is retained for no longer than is necessary for the purposes above and, in the ordinary course, for up to 24 months. Records relating to a suspected infringement are retained for as long as necessary to establish, exercise or defend legal claims.

This telemetry component is a condition of the licence granted to you. You may not disable, remove, block, obfuscate or otherwise circumvent it, and doing so is a material breach of these Terms and of clause 6 (Acceptable Use & Restrictions).

11.5 Unauthorized Use & Anti-Piracy Enforcement

Any access, copying, deployment, hosting, rebranding, resale or operation of Sibasi software otherwise than under a valid licence granted by Sibasi is strictly prohibited and constitutes infringement of Sibasi's intellectual property and a violation of these Terms.

Where Sibasi identifies an unauthorized, leaked, stolen or decommissioned installation, Sibasi may, to the extent permitted by applicable law and solely in respect of non-production environments, remotely restrict, suspend, disable or remove the unauthorized Sibasi software and Sibasi-issued credentials from the affected environment.

Limits that bind Sibasi. In exercising this right, Sibasi will:

• take no destructive action whatsoever against a production environment — on a production environment Sibasi's response is limited to recording evidence and pursuing its rights through legal channels;
• never delete, alter or render inaccessible Client Data, any database, data volume or backup — action is limited to Sibasi's own software artefacts and the credentials Sibasi itself issued;
• never disable or impair the operating system, the host itself, or any third party's software running on it;
• take no action against an installation it cannot positively identify;
• require authorization by two separate senior Sibasi personnel, subject to a mandatory waiting period before any step takes effect;
• give the licensee or operator prior notice and a reasonable opportunity to remedy, except where the installation is stolen or leaked, or where notice would defeat the purpose of the measure or is not reasonably possible;
• act proportionately, taking the least intrusive step reasonably available; and
• record every such action in an audit log, and promptly reverse any reversible step taken in error.

Sibasi will not take any step under this clause where doing so would be unlawful in the relevant jurisdiction. Nothing in this clause limits your rights under mandatory law, and nothing in it obliges Sibasi to exercise these measures instead of pursuing judicial remedies.

In relation to any suspected unauthorized use, Sibasi may collect, retain and act upon evidence of infringement — including the telemetry described in clause 11.4 — for the purposes of protecting its rights, supporting affected users and pursuing legal remedies, and may disclose that evidence to its legal advisers and to competent authorities or courts.

12. Fees & Payment

Fees and payment terms are governed by applicable agreements.

Non-payment may result in suspension or termination.

13. Service Availability & Interruptions

Sibasi does not guarantee uninterrupted or error-free Services.

Sibasi shall not be liable for unavailability, suspension, degradation, or interruption of Services, regardless of cause, including cloud provider failures, internet outages, or force majeure events.

14. Outputs & Analytics Disclaimer

All analytics, reports, dashboards, forecasts, workflows, or system-generated outputs are provided "as-is".

Clients assume all risk for decisions made based on such outputs.

Sibasi disclaims liability for consequences arising from reliance on them.

15. Data Loss & Backups

Unless expressly agreed in writing:

• Clients are responsible for maintaining backups
• Sibasi is not liable for data loss, corruption, deletion, or recovery

16. Audit Restrictions

Audit rights, if any, must be expressly agreed in writing.

Audits:

• Must not disrupt operations
• Occur at Client's expense
• Exclude access to source code, proprietary systems, or other clients' environments

17. Disclaimers

To the maximum extent permitted by law, Services are provided "as-is" and "as-available".

All implied warranties are disclaimed.

18. Limitation of Liability

19. Indemnification

You indemnify Sibasi against claims arising from:

• Your misuse of Services
• Violations of law
• Client data or content
• Unauthorized access caused by your failures

20. Dispute Resolution, Mediation & Class-Action Waiver

Informal Resolution

Parties shall attempt good-faith negotiation and mediation for at least 30 days before litigation.

Class-Action Waiver

To the maximum extent permitted by law, disputes must be brought only on an individual basis.

You waive any right to participate in class, collective, representative, or consolidated actions.

21. Governing Law & Jurisdiction

These Terms are governed by the laws of the Republic of Kenya.

Kenyan courts have exclusive jurisdiction unless otherwise agreed in writing.

22. Termination

Sibasi may suspend or terminate Services for breach, non-payment, or legal risk.

Surviving clauses remain enforceable.

23. Changes to These Terms

Sibasi may update these Terms from time to time. The "Last Updated" date above reflects the current version. Material changes will be communicated by posting the updated Terms on this page and, for contracted clients, through reasonable notice. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

24. Entire Agreement

These Terms, together with applicable agreements, constitute the entire agreement between the parties.

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