Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you or the entity you represent ("Customer", "you") and Hillgan Innovations Ltd ("Hillgan", "we", "us"), incorporated under the Companies Act of Kenya.

By signing a Master Services Agreement (MSA), executing a Statement of Work (SOW), registering an online account, or accessing any part of our software platforms—including KaziDesk, KaziPOS, KaziAfya, KaziMatatu, KaziElimu, and KaziCom—you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Service Provision & Service Level Agreement (SLA)

Hillgan will provide the Services in accordance with the specifications in your active subscription plan. For enterprise-tier plans, Hillgan commits to a 99.9% system availability SLA, excluding scheduled maintenance windows notified at least 48 hours in advance.

3. Account Registration & Acceptable Use

You must provide accurate, current, and complete registration information. You are strictly responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your user accounts.

You agree not to use the Services to:

• Violate any applicable laws, including the Kenya Computer Misuse and Cybercrimes Act, 2018.
• Send unauthorized, spam, or predatory mass messages via KaziCom or Bulk SMS gateways.
• Attempt to reverse-engineer, decompile, or bypass security barriers protecting our software source code.
• Process fraudulent financial transactions or falsify fiscal tax filings.

4. Fees, Billing & Payment Terms

Subscription fees are quoted in Kenya Shillings (KES) or United States Dollars (USD) as designated in your order form.

• Payment Methods: We accept Safaricom M-Pesa (Till/Paybill STK Push), direct electronic funds transfer (EFT/RTGS), and certified credit cards.
• Tax Invoicing: All business invoices issued in Kenya are generated in compliance with the Kenya Revenue Authority (KRA) electronic Tax Invoice Management System (eTIMS).
• Late Payment & Suspension: If subscription fees remain unpaid 14 calendar days past due, Hillgan reserves the right to suspend access to cloud instances until balance settlement.

5. Intellectual Property Rights

Hillgan Proprietary Rights: Hillgan Innovations Ltd and its licensors retain all right, title, and interest in and to the Services, including all patents, copyrights, trade secrets, software code, UI designs, and trademarks. No ownership rights are transferred to Customer.

Customer Data Ownership: As between the parties, Customer retains sole ownership of all text, images, records, and databases uploaded into the Services ("Customer Data"). Hillgan is granted a limited license to host and process Customer Data solely to deliver the agreed Services.

6. Warranties & Disclaimers

Hillgan warrants that the Services will function materially in accordance with their documentation under normal usage. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE KENYAN LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION). IN NO EVENT SHALL HILLGAN'S TOTAL CUMULATIVE LIABILITY EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Term & Termination

These Terms remain in effect until all subscriptions have expired or are terminated. Either party may terminate with 30 days written notice for a material breach that remains uncured.

Upon termination, Customer Data may be exported within thirty (30) days in standard formats (CSV, JSON, SQL dump), after which all active databases will be securely erased in accordance with our data retention schedule.

9. Governing Law & Dispute Resolution

These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of the Republic of Kenya. The parties agree to first seek amicable settlement through executive negotiation; if unresolved within 30 days, disputes shall be submitted to arbitration in Nairobi under the Nairobi Centre for International Arbitration (NCIA) rules.

10. Contact Us

For questions or notices regarding these Terms, contact our legal counsel:

Hillgan Innovations Ltd - Legal & Commercial Contracts
Jimkan House, Westlands, Nairobi, Kenya
Email: info@hillganinnovations.co.ke
Phone: +254 113 306 358