Terms of Service

1. Agreement to Terms

By accessing or using Michaelsoft Procurement ("the Platform", "the Service"), operated by Michaelsoft ("we", "us"), you agree to be legally bound by these Terms of Service and our Privacy Policy.

If you do not agree with any part of these terms, you may not access or use the Service. These terms apply to all users — whether primary account holders, invited team members, or visitors.

2. Eligibility

You must be at least 16 years of age to use Michaelsoft Procurement. By using the platform, you represent and warrant that you meet this age requirement and have the legal capacity to enter into a binding agreement.

3. Account Responsibility

When you create an account, you must provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your login credentials and for all activity conducted under your account.

• Do not share your password or session credentials with any third party.
• Notify us immediately at privacy@michaelsoft.co.ke if you suspect unauthorised access to your account.
• You are liable for all actions taken under your account, including those of invited users you add to the platform.

4. License Keys & Subscription

Access to the full features of the platform requires a valid license key. License keys are sold on a per-business basis and are non-transferable unless agreed in writing.

• Activation: Your license is activated upon successful payment via M-Pesa or international card and confirmation by our system.
• Duration: License keys are valid for the duration selected at purchase (monthly, quarterly, annual, or lifetime). Lifetime keys do not expire.
• Invited users: Your license entitles you to invite a limited number of team members as defined by your plan tier. Invited users access the platform under your license and are subject to these Terms.
• Expiry: Upon license expiry, you will lose access to dashboard features. Your data is retained for up to 1 year post-expiry, after which it may be deleted in accordance with our retention policy.
• Suspension: We reserve the right to suspend or revoke a license key if we determine it is being used in breach of these Terms.

5. Billing & Payments

Payments are processed via Safaricom M-Pesa (STK Push) and international card payments. All prices are listed in Kenyan Shillings (KES) unless otherwise stated.

• Payment confirmation: A license key is issued only after payment is confirmed by our payment processor. We are not responsible for delays caused by M-Pesa network issues.
• Receipts: A payment confirmation is displayed in the platform. It is your responsibility to save or screenshot this for your records.
• Taxes: Prices displayed may or may not include applicable taxes. You are responsible for any taxes applicable to your use of the service under Kenyan law.
• Failed payments: If a payment fails but funds have been deducted from your M-Pesa account, contact us immediately at privacy@michaelsoft.co.ke with your M-Pesa transaction code for resolution.

6. Refund Policy

All license key purchases are non-refundable as a general rule, as license keys are digital goods that are activated immediately upon purchase.

However, we consider refund requests on a case-by-case basis. If you believe you are entitled to a refund (for example, due to a technical error or duplicate payment), please contact us at privacy@michaelsoft.co.ke within 7 days of the transaction date with your M-Pesa reference or card transaction ID. We will respond within 5 business days.

7. Data Ownership

You own your data. All orders, supplier records, product catalogues, pricing history, and other business data you enter into the platform remain your property.

By using the platform, you grant us a limited, non-exclusive, royalty-free licence to store, process, and display your data solely for the purpose of providing the Service to you. We do not sell your business data to any third party.

8. Acceptable Use

You agree not to use the platform to:

• Engage in any fraudulent, deceptive, or illegal activity.
• Upload or transmit viruses, malware, or any other harmful code.
• Attempt to gain unauthorised access to any part of the platform, other accounts, or our infrastructure.
• Reverse-engineer, decompile, disassemble, or derive the source code of the platform.
• Use the platform in a manner that could damage, disable, or overburden our servers or networks.
• Scrape, crawl, or automatically extract data from the platform without our written consent.
• Resell, sublicense, or commercially exploit access to the platform without our express written permission.

9. Service Availability

We aim to maintain high availability of the platform but do not guarantee uninterrupted access. The platform may be temporarily unavailable due to:

• Scheduled maintenance (we will endeavour to give advance notice).
• Unexpected technical failures or third-party outages (e.g. Supabase, M-Pesa API, Google services).
• Events beyond our reasonable control (force majeure).

We do not provide a formal Service Level Agreement (SLA) and are not liable for losses arising from downtime unless caused by our gross negligence.

10. Intellectual Property

The platform, including its design, code, branding, trademarks, and all original content, is the exclusive property of Michaelsoft and is protected by Kenyan and international intellectual property laws. Nothing in these Terms grants you any right to use our trademarks, logos, or brand names without our prior written consent.

11. Limitation of Liability

To the fullest extent permitted by Kenyan law, Michaelsoft and its affiliates, officers, employees, and agents shall not be liable for any:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, goodwill, or business opportunities.
• Losses arising from third-party service outages (M-Pesa, Supabase, Google, etc.).
• Data loss due to accidental deletion by you or your invited users.

Our total aggregate liability to you for any claim arising out of or relating to these Terms or the Service shall not exceed the amount you paid us in the 3 months preceding the claim.

12. Termination

Either party may terminate this agreement at any time.

• By you: You may stop using the platform at any time. Account deletion requests can be made by contacting us at privacy@michaelsoft.co.ke.
• By us: We may suspend or terminate your access immediately and without notice if you breach these Terms, engage in fraudulent activity, or if your license key is revoked. We may also terminate access with 30 days' notice if we discontinue the platform.
• Effect of termination: Upon termination, your right to access the platform ceases. Data retention post-termination is governed by our Privacy Policy.

13. Changes to These Terms

We may update these Terms at any time. We will notify you of material changes by displaying a notice on your dashboard and updating the "Last updated" date on this page. Continued use of the platform after changes take effect constitutes acceptance of the revised Terms. If you do not agree with the updated Terms, you must stop using the platform.

14. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Republic of Kenya.

Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to the exclusive jurisdiction of the Courts of Nairobi, Kenya.